Second Admission and Completion of Refinancing

This announcement is not for release, publication or distribution, directly orindirectly, in or into the United States, Canada, South Africa, Australia,Japan or any jurisdiction in which the same would be unlawful. Thisannouncement is not an offer of securities in the UK, the United States,Canada, South Africa, Australia, Japan or any jurisdiction in which the samewould be unlawful. HELPHIRE GROUP PLC ("HELPHIRE" OR THE "COMPANY") SECOND ADMISSION AND COMPLETION OF REFINANCING

The Company announces that the 187,396,364 Debt for Equity Shares and the17,388,398 Fee Shares will commence trading fully paid on the London StockExchange at 8:00 a.m. on 28th March 2013. Upon Second Admission the Refinancingwill be complete.

Director/PDMR Shareholding

The Company has been informed that pursuant to First Admission and as set outin the prospectus sent to Helphire Shareholders on 28 February 2013 (the"Prospectus"), the following Directors acquired Ordinary Shares under thePlacing and Open Offer:

Placing and Existing holding Enlarged Percentage Open Offer as at 26 shareholding shareholding Shares issued February 2013 (following (following Second Second Admission) Admission) Martin Ward 1,200,000 182,803 1,382,803 0.09 Stephen Oakley 400,000 - 400,000 0.03 Mark 300,000 - 300,000 0.02McCafferty Incentive Arrangements With effect from Second Admission, the Company is introducing new managementincentive arrangements to support the implementation of its strategy followingcompletion of the Refinancing. Upon the new arrangements coming into effect,the Board intends to cancel all currently subsisting awards under the ExistingIncentive Schemes with the consent of the award holders. Under the terms of the New Executive Scheme, details of which (includingvesting conditions) are set out in the Prospectus, Martin Ward and StephenOakley have, conditional on Second Admission, been granted options over13,820,601 and 6,910,301 Ordinary Shares respectively. The options' exerciseprice is 2.5p per share, reduced over time by the total dividend per OrdinaryShare paid from 1 March 2013 to the date of exercise (subject to the exerciseprice not being less than the nominal value of an Ordinary Share). Under the terms of the B Share Incentive Scheme, details of which are set outin the Prospectus, Martin Ward and Stephen Oakley have, conditional on SecondAdmission, been issued at par value 69,406,060 B Shares and 34,703,031 B Sharesrespectively.

The B Shares in issue will automatically convert into Ordinary Shares and, incertain circumstances, B Deferred Shares, upon the "B Share Hurdle" (asdetailed in the Prospectus) being met before the fifteenth anniversary ofSecond Admission.

Total Voting Rights

In accordance with the FSA's Disclosure and Transparency Rules, the Companyannounces that from Second Admission on 28 March 2013 it will have1,561,636,364 issued ordinary shares of 0.01 pence each ("Ordinary Shares")admitted to trading. Each Ordinary Share carries the right to one vote inrelation to all circumstances at the general meetings of the Company. TheCompany does not hold any Ordinary Shares in treasury and accordingly, thetotal number of voting rights in the Company is 1,561,636,364 from SecondAdmission.

The total voting rights figure (1,561,636,364) may be used by shareholders andothers with notification obligations as the denominator for the calculations bywhich they will determine whether they are required to notify their interestsin, or a change to their interest in, the Company under the FSA's Disclosureand Transparency Rules.

Except for words and phrases specifically defined in this announcement,capitalised words and phrases shall bear the meanings given to them in theProspectus.

Enquiries: Helphire Group 01225 321

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Avril Palmer-Baunack, ChairmanMartin Ward, Chief Executive OfficerStephen Oakley, Chief Financial Officer Cenkos Securities 020 7397 8900Ian SoanesMax Hartley Square1 Consulting 020 7929 5599David BickMark Longson