Statement re Possible Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE" OR THE "CODE"). IT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY SUCH OFFER WILL BE MADE

19 August 2015

Jelf Group PLC

("Jelf" or the "Company")

Statement Regarding Possible Offer for Jelf

The Board of Jelf notes the recent press speculation and confirms that it is in discussions with Marsh Ltd ("Marsh") in relation to a possible cash offer by Marsh for the entire issued and to be issued ordinary share capital of Jelf.

Discussions, which are ongoing, are at an early stage and there can be no certainty that any offer will ultimately be made for Jelf or as to the terms of any such offer.

The Board of Jelf, which is being advised by Fenchurch Advisory Partners LLP ("Fenchurch"), will issue a further statement when appropriate.

In accordance with Rule 2.6(a) of the Code, Marsh will be required by no later than 5.00 p.m. on 16 September 2015, to announce either a firm intention to make an offer for Jelf in accordance with Rule 2.7 of the Code or that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 applies. This deadline may be extended with the consent of Jelf and the Takeover Panel in accordance with Rule 2.6.

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at http://www.jelfgroup.com by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this paragraph does not form part of this announcement. A copy of this announcement will also be sent to Jelf shareholders.

Jelf (Media):

Helen Fechtner

+44 (0) 1454 272727

Jelf (Investors):

Alex Alway

+44 (0) 1454 525 003

John Harding

+44 (0) 1454 525 073

Fenchurch (Financial adviser to Jelf):

Duncan Buck

 +44 (0) 20 7382 2234

finnCap (Nominated adviser and Broker):

Matt Goode / Grant Bergman

+44 (0) 20 7220 0500

Fenchurch, which is authorised and regulated by the FCA, is acting exclusively for Jelf and no one else in connection with the possible offer referred to in this announcement and will not be responsible to anyone other than Jelf for providing the protections afforded to clients of Fenchurch, or for giving advice in connection with the possible offer or any matter referred to herein.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the Announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the Announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.10 disclosures

In accordance with Rule 2.10 of the Takeover Code, Jelf confirms that as at close of business on 18 August 2015 (being the last Business Day prior to the date of this Announcement), it has in issue 85,653,140 ordinary shares with voting rights of 1 pence each (excluding treasury shares) and 25,063,838 non-voting ordinary shares of 1 pence each. The International Securities Identification Number (ISIN) of the Jelf shares is GB00B0335117.