Schedule 1 - Shellproof 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:

Shellproof PLC

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

7 Cowley Street, London SW1P 3NB

COUNTRY OF INCORPORATION:

England and Wales

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

www.shellproofplc.com (available upon admission)

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:

Admission is being sought as a result of a reverse take-over under Rule 14 of Shellproof Limited.

The business strategy is to create a prestigious English sparkling wine production, sales and distribution business. Through the acquisition and establishment of approximately 150 acres of vineyards and the construction of a winery, Shellproof PLC aims to produce leading examples of English sparkling wine.

It is intended that the vineyards and winery will be located in West Sussex within, or in close proximity to the South Downs National Park. The business plan is based on approximately 150 acres of vineyards. In full production these vineyards are expected to produce grapes sufficient for approximately 400,000 bottles of sparkling wine which would make the Enlarged Group one of the leading producers of English sparkling wine.

There are three principal components involved in developing the business to be operated by Shellproof PLC:

i. The Vineyards

These will contain or be planted with grape varieties suitable for English sparkling wine such as Pinot Noir, Pinot Meunier and Chardonnay. The 150 acre target is expected to come from:

• The Freehold Property - 13 acres, of which 10 acres are planted with mature vines, to be acquired in accordance with the terms of the Acquisition Agreement as a freehold purchase.

• The FBT Site - 27 acres.

• Other sites locally, up to a further 110 acres, which are expected to be on similar long term farm business tenancies similar to the Farm Business Tenancy will be identified and planted over the course of the next few years. During the early years, in order to meet its production plans, the Shellproof PLC will continue to buy in grapes and process these in other local wineries on a contract basis. Shellproof PLC currently has stocks of approximately 25,000 bottles.

Shellproof PLC may also consider the acquisition of freehold land and mature vineyards if suitable opportunities arise.

ii. The Winery

Shellproof PLC intends to build a winery on one of its target sites, subject to obtaining the relevant planning consents. It is likely that the winery would be acquired via a leasehold arrangement with commencement contingent on planning. The winery would be expected to be commissioned towards the end of 2014. The winery and related storage facility would carry out grape crushing, juice extraction, fermentation, secondary fermentation and other processes involved in the production of sparkling wine. The buildings would also accommodate bottling and storage facilities as well as a small visitor centre.

iii. Sales & Marketing

At a mature production level of approximately 400,000 bottles, the business is expected to be positioned as one of the leading producers of English sparkling wine. Sales and marketing will include:

• Branding and related support: A brand name or names will be chosen to reflect the perceived brand values of the product. The Directors believe that branding will be assisted by the perceived quality of the region's "terroir". This region on which Shellproof Wines is based already has established vineyards for some of the leading English sparkling wine producers. The region benefits from an attractive setting with particular soil and climatic conditions which have already produced a number of award winning sparkling wines.

• Distribution: Distribution will include direct sales via a visitor centre, other local direct sales, online and mail-order purchases, export sales and selected national distribution.

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):

8,000,002 ordinary shares of 50 pence each.

No shares are held in treasury.

The shares are freely transferable and have no restrictions placed on them.

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

None - anticipated market capitalisation, approximately £4 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

77.3%

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):

Ian George Robinson, Non-Executive Chairman;

Andrew Stephen Wilson, Non-Executive Director;

Benjamin James Walgate, Chief Executive Officer

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):

Lord Ashcroft KCMG - 6,093,616 ordinary shares (76.2% of issued share capital) before and after admission

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) 31 March

(ii) 31 March 2012

(iii) 31 December 2012, 30 September 2013, 31 December 2013

EXPECTED ADMISSION DATE:

24 October 2012

NAME AND ADDRESS OF NOMINATED ADVISER:

Cenkos Securities plc, 6.7.8 Tokenhouse Yard, London EC2R 7AS

NAME AND ADDRESS OF BROKER:

Cenkos Securities plc, 6.7.8 Tokenhouse Yard, London EC2R 7AS

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:

Cenkos Securities plc

6.7.8 Tokenhouse Yard

London EC2R 7AS

The Admission Document will contain full details about Shellproof PLC and the admission of its securities.

DATE OF NOTIFICATION:

10 October 2012

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