Schedule 1 - Sarossa Plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Sarossa Plc

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

17 The Esplanade, St Helier, Jersey JE1 1WT

COUNTRY OF INCORPORATION:

Jersey

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

Until 1 May 2014, sarossacapital.com

With effect from 2 May 2014, sarossaplc.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Sarossa Plc was incorporated in Jersey on 7 March 2014 under the Jersey Companies Law as a company limited by shares and with registered number 115158, specifically for the purpose of implementing a scheme of the arrangement to acquire Sarossa Capital plc. Sarossa Plc has not traded since incorporation.

Assuming the scheme becomes effective, it will result in Sarossa Capital plc ordinary shareholders holding Sarossa Plc shares in precisely the same proportions and numbers in which they held Sarossa Capital plc ordinary shares immediately prior to the Scheme Effective Date and Sarossa Plc will own all of the ordinary shares then in issue in the capital of Sarossa Capital plc.

Sarossa Capital plc is an investment holding and management company whose principal activity is investment in and growth and development of businesses which present opportunities for value creation.

Sarossa Capital plc has an investing strategy to identify investment opportunities offering the potential to deliver a favourable return to shareholders over the medium term, primarily in the form of capital gain.

Sarossa Capital plc is mainly focused on portfolio businesses with product and service platforms targeting major international markets through customers and partners with an international profile. Sarossa Capital plc's equity interest in a potential investment may range from a minority position to 100 per cent. ownership and the company may be either quoted or unquoted. It is intended that Sarossa Plc will adopt this investment strategy once the Scheme becomes effective.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

639,360,364 ordinary shares of 1 penny each. No restrictions as to transfer or shares in treasury.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

N/a

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Approximately 27%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

None

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Michael Anthony Bretherton (Executive Chairman)

Ross Andrew Hollyman (Non Executive Director)

Jonathan Charles Morley-Kirk (Non Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Richard Griffiths (and his controlled undertakings) 25.68%

Mrs N J Powell 8.28%

BVF Partners LP 7.00%

Leventis Holding SA 6.94%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 30 June

(ii) 31 December 2013

(iii) 31 December 2014, 31 March 2015, 31 December 2015

EXPECTED ADMISSION DATE:

2 May 2014

NAME AND ADDRESS OF NOMINATED ADVISER:

WH Ireland Limited, 24 Martin Lane, London EC4R 0DR

NAME AND ADDRESS OF BROKER:

WH Ireland Limited, 24 Martin Lane, London EC4R 0DR

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

N/a

DATE OF NOTIFICATION:

2 April 2014

NEW/ UPDATE:

New

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

AIM

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

11 January 2012

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

Confirmed

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

Until 1 May 2014, sarossacapital.com

With effect from 2 May 2014, sarossaplc.com

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

Sarossa Capital plc is an investment holding and management company whose principal activity is investment in and growth and development of businesses which present opportunities for value creation.

Sarossa Capital plc has an investing strategy to identify investment opportunities offering the potential to deliver a favourable return to shareholders over the medium term, primarily in the form of capital gain.

Sarossa Capital plc is mainly focused on portfolio businesses with product and service platforms targeting major international markets through customers and partners with an international profile. Sarossa Capital plc's equity interest in a potential investment may range from a minority position to 100 per cent. ownership and the company may be either quoted or unquoted. It is intended that Sarossa Plc will adopt this investment strategy once the Scheme becomes effective.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

Sarossa Capital plc

The last annual audited accounts of Sarossa Capital plc are for the year ended on 30 June 2013. Sarossa Capital plc subsequently, on 26 February 2014, released interim results disclosing that the Sarossa Group delivered an after-tax profit for the six months ended 31 December 2013 of £0.47 million and that it continued to benefit from a strong balance sheet as at 31 December 2013 with cash balances of £7.44 million and net assets of £14.00 million. Since the 31 December 2013 half year end, the Sarossa Group's cash balances have remained relatively unchanged but the value of its investments has increased by £2.39 million in the period to 13 March 2014 reflecting further unrealised revaluation gains on its investments in the period. Net assets have increased by a similar amount, less any provision which may be required for deferred tax on these revaluation gains at the standard UK corporation tax rate of 23 per cent. to the extent that these gains are not offset by eligible tax losses brought forward. Save for those changes discussed above in respect of the six months ended 31 December 2013 and in respect of the period since 31 December 2013, there has been no significant change in the trading or financial position of Sarossa Capital plc since 30 June 2013, the date to which the 30 June 2013 Annual Report and Accounts have been drawn up.

Sarossa Plc

There has been no significant change in the financial or trading position of Sarossa Plc since 7 March 2014, being the date of its incorporation.

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors have no reason to believe that the working capital available to the Sarossa Group will be insufficient for at least twelve months from admission.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

None

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

Transfers of Ordinary Shares in the Company may be made through CREST or in

certificated form.

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

Until 1 May 2014, sarossacapital.com

With effect from 2 May 2014, sarossaplc.com

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

An Appendix to this Announcement has been published on the Sarossa website detailed above

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

Until 1 May 2014, sarossacapital.com

With effect from 2 May 2014, sarossaplc.com

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

None