Schedule 1 - Superglass Holdings 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:

Superglass Holdings plc (registered number 05423253) ("Superglass" or the "Company")

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

Registered office address: One London Wall, London EC2Y 5AB

Trading address: Thistle Industrial Estate, Kerse Road, Stirling FK7 7QQ

COUNTRY OF INCORPORATION:

England and Wales

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

www.superglass.co.uk

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:

Superglass is an independent manufacturer of mineral wool products for thermal and acoustic insulation solutions, primarily supplying the construction industry. Superglass' main country of operation is the United Kingdom.

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):

28,007,577 ordinary shares of 25 pence each.

There are no restrictions as to transfer of the securities.

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

£12.9 million (gross) to be raised on admission to AIM. Anticipated market capitalisation on admission: c. £14 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

75.2%

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:

N/A

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):

John Graham Colley (Non-Executive Chairman) - aged 59

Alexander John McLeod (Chief Executive) - aged 48

Allan James Clow (Finance Director) - aged 43

David McLaren Gray (Senior Independent Non-Executive Director) - aged 61

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):

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

No person (other than the professional advisers listed below) in the 12 months preceding the Company's application for admission to AIM received, directly or indirectly, from the Company or has entered into any contractual arrangements to receive, directly or indirectly, from the Company on or after admission to AIM any of the following: (i) fees totalling £10,000 or more; (ii) securities in the Company with a value of £10,000 or more; or (iii) any other benefit with a value of £10,000 or more at the date of admission to AIM:

Financial Adviser, Nominated Adviser and Broker

Nplus1 Singer Advisory LLP

One Bartholomew Lane

London

EC2N 2AX

Auditors

KPMG Audit plc

191 West George Street

Glasgow

G2 2LY

Solicitors

Maclay Murray & Spens LLP

Quartermile One

15 Lauriston Place

Edinburgh

EH3 9EP

Buchanan Communications

32 Castle Street

Edinburgh

EH2 3HT

Registrars

Capita Registrars

Northern House

Woodsome Park

Fenay Bridge

Huddersfield

HD8 0LA

(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 August

(ii) No admission document. Latest published financial information: unaudited financial results for the six months ended 28 February 2013 (announced on 1 May 2013)

(iii) (a) annual accounts for the 12 months ending 31 August 2013 must be published by 28 February 2014; (b) Half yearly report for the 6 months ending 28 February 2014 must be published by 31 May 2014; and (c) Annual accounts for the 12 months ending 31 August 2014 must be published by 28 February 2015.

EXPECTED ADMISSION DATE:

4 June 2013

NAME AND ADDRESS OF NOMINATED ADVISER:

Nplus1 Singer Advisory LLP

One Bartholomew Lane

London

EC2N 2AX

NAME AND ADDRESS OF BROKER:

Nplus1 Singer Advisory LLP

One Bartholomew Lane

London

EC2N 2AX

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:

3 May 2013

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:

Official List (Premium Segment) of the Financial Conduct Authority / Main Market of London Stock Exchange plc

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

12 July 2007

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:

The Company has adhered to the legal and regulatory requirements of the Official List / Main Market.

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:

www.superglass.co.uk

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

Superglass' strategy is to diversify into new product areas and continue to invest in efficient production processes to generate further growth.

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:

The following significant changes in the financial or trading position of Superglass have occurred since 31 August 2012, being the end of the last financial period for which audited financial statements have been published:

(a) Placing of 25,800,000 ordinary shares at 50p per share (raising £12.9 million before expenses) announced on 3 May 2013, conditional on admission to AIM ("Admission").

(b) Under the terms of the restructuring of the banking facilities and the Placing (together the "Refinancing"), the terms below have been negotiated between the Company and Clydesdale Bank plc (the "Lender"). These are conditional on Admission.

·; the repayment by the Company to the Lender of £3.0 million from the proceeds of the Placing;

·; the conversion of £5.725 million of indebtedness into convertible shares for the Lender, which will have the right to convert into ordinary shares in the Company, which would represent 10 per cent. of the Company's enlarged issued share capital as at Admission, during the period beginning on the second anniversary of Admission until 30 April 2023;

·; no scheduled repayments of capital will be due by the Company until 30 April 2018, however, from 31 August 2014 Clydesdale Bank will have the right to receive 50% of the Group's consolidated profit after tax (excluding exceptional items) in permanent reduction of the loan; and

·; unless otherwise consented to by Clydesdale Bank, no dividends will be permitted to be paid by the Company until the £2.5 million loan has been repaid in full.

The debt conversion and the early repayment of bank debt will result in a reduction in core debt of £8.725 million and net cash at Admission of circa £5.9 million.

No financial covenants are applicable during the term of the facility. All other covenants, undertakings and events of default are substantially the same as those contained in the existing banking facilities.

The Lender is also waiving its right to receive £0.75 million of fees from the Company which would otherwise have been payable in the future.

The Lender has agreed to provide bridging loan facilities of up to £750,000 to the Company. The facilities shall be made available following the approval of the proposed equity raising at the general meeting of the Company and shall expire on the earlier of (a) completion of the Placing; (b) termination of the Placing Agreement; or (c) 4 June 2013. The margin applicable to the facilities is 10 per cent. above three month LIBOR.

The placing of ordinary shares and bank restructuring are to address the deteriorating financial position of the Company.

(c) As explained in the trading updates of 5 February 2013 and 6 March 2013 and the interim results for the six months ended 28 February 2013 announced on 1 May 2013, current trading conditions have been extremely challenging and continue to be so. Superglass' experience is that the delay in the recent transition from CERT to Green Deal is causing a major gap in activity within the retrofit market for both loft and cavity insulation. Combined with abnormally low levels of housebuilding activity in the UK by historical standards, the net effect is a surplus of UK-based insulation manufacturing capacity and highly competitive market conditions, which has led to reduced sales since the interim period end, which in turn is detrimentally impacting the Company's operating profits and cashflow. The Board expects sales volumes in the second half of the year to 31 August 2013 to be below first half levels.

Other than the above, there have been no significant changes in the financial or trading position of Superglass that have occurred since 31 August 2012.

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 Company or its Group will be insufficient for at least 12 months from the date of its 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:

Settlement will be through the CREST system for uncertificated shares. Shareholders can also deal based on share certificates.

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

www.superglass.co.uk

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

Litigation

The Group has been in correspondence with lawyers acting for Glass Incorporated International ("GII"), a licensor and supplier of fiberising technology to the Group. On completion of Project Phoenix the Group will no longer be reliant operationally on GII's technology (and indeed most of the GII technology has already been removed from the production line). The correspondence relates to an alleged failure on the part of the Group to comply with certain confidentiality undertakings pursuant to a technology licence and supply agreement dated 8 August 1987 (as amended) (the "GII Agreement") and the alleged extent of the Group's obligation under the GII Agreement to return relevant technology to GII. The Group has been threatened with arbitration proceedings in the UK under the GII Agreement. However, at this stage proceedings have not been issued, GII has not quantified the loss or damage alleged to have been suffered by it and likewise GII has not provided evidence of the Group's alleged breaches. The Group believes GII's allegations are without substance and accordingly has formally denied any breach has occurred. Furthermore the Group disagrees with GII's position on the technology (if any) which the Group is required under the GII Agreement to return to GII. The Group has notified GII's lawyers that it will vigorously defend its position and seek recovery of its costs in the event GII raises arbitration proceedings.

Material contracts

Supply Agreement dated 9 July 1999 among (1) InstaFibre Limited, (2) InstaFoam & Fibre Limited, (3) InstaGroup Holdings Limited, (together "Insta"), (4) Superglass Insulation Limited, (5) Encon Limited and (6) Encon Investments Limited, as amended (the "Insta Agreement")

(a) The Insta Agreement obliges Insta to make minimum purchases of specified products and obliges the Superglass group of companies (the "Group") to make such products available for Insta to purchase. Products supplied pursuant to the Insta Agreement must meet the specification and standards set out therein. The minimum quantities, the price and the rebates for such products are to be agreed between the parties each year.

(b) The Group is obliged to supply the specified products to Insta on an exclusive basis and is precluded from operating in competition with Insta either directly or indirectly in respect of the specified products (except in limited circumstances). Any plans or drawings relating to the relevant products, together with all associated intellectual property rights, are the exclusive property of Insta. The Group gives various indemnities pursuant to the Insta Agreement, including an indemnity for breach of the warranties given.

(c) The Insta Agreement precludes assignment and sub-contracting and can be terminated on two years' written notice.

(d) The Insta Agreement was amended by way of amendment agreement dated 23 and 24 July 2012 which varied certain terms relating to pricing and rebates.

Number of employees

The Company currently has 179 employees.

Directors' Service Contracts

Alexander McLeod

Alexander McLeod entered into a service agreement with Superglass on 14 July 2009 (as amended on 23 January 2012), subject to termination upon six months' notice by either party. The agreement provides for a basic annual salary of £150,000, eligibility to participate in a discretionary bonus scheme, the use of a company car, membership of a private medical scheme, pension contributions of 15 per cent. of salary and post termination restrictive covenants covering a period of six months. Mr. McLeod has a period of continuous employment commencing from 1 October 2009 and has served as Chief Executive since that date.

David Gray

The services of David Gray as Senior Independent Non-Executive Director of Superglass are provided under the terms of an agreement between Superglass and Mr. Gray dated 1 July 2012, subject to termination upon three months' notice by either party. The agreement provides for services for an initial duration of three years from 16 January 2010 and thereafter as renewed by re-election at the annual general meeting of Superglass. The agreement provides for remuneration of £30,000 per annum together with £5,000 in respect of services as a member of and Chairman of the Audit Committee. Mr. Gray has served as a Non-Executive Director since 27 July 2009.

Allan Clow

Allan Clow entered into a service agreement with Superglass on 4 September 2012, subject to termination upon six months' notice by either party. The agreement provides for a basic annual salary of £110,000, eligibility to participate in a discretionary bonus scheme, the use of a company car, membership of a private medical scheme, pension contributions of 15 per cent. of salary and post termination restrictive covenants covering a period of six months. Mr. Clow has a period of continuous employment commencing from 28 August 2012 and has served as Finance Director and Company Secretary since that date.

John Colley 

The services of John Colley as Non-Executive Chairman of Superglass are provided under the terms of an agreement between Superglass and Mr. Colley dated 15 and 17 March 2012, subject to termination upon three months' notice by either party. The agreement provides for services for an initial period of three years from 10 March 2012 and thereafter as renewed by re-election at the annual general meeting of Superglass. The agreement provides for remuneration of £50,000 per annum. Mr. Colley has served as Non-Executive Chairman since 1 April 2012.

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:

www.superglass.co.uk

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

19,750 ordinary shares of 20 pence in the Company are held in treasury.