Update re. suspension of shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

14 September 2018

DERRISTON CAPITAL PLC

("Derriston" or the "Company")

Update re. suspension of shares

The Company expects the suspension of listing of its shares will end shortly.

Shareholders and investors should be aware that Derriston remains a cash shell and that the acquisition of S4 Limited is conditional on the passing of the Whitewash Resolution at the General Meeting to be held at 11.00 a.m. on 27 September 2018 and the admission of the consideration shares to be issued by Derriston on 28 September 2018. Full details are contained in the circular dated 11 September 2018, available to view on the website of the Company, www.derristoncapital.co.uk. Capitalised terms used but not defined in this announcement are defined in the circular. 

There can be no guarantee that the outstanding conditions to which the Acquisition remains subject will be satisfied. If the Whitewash Resolution does not pass or any other condition is not satisfied, Admission will not occur, the Acquisition will not complete and the Company will remain a cash shell. 

Shareholders should be aware that, as at the date of this announcement, the share capital of the Company has not been enlarged by the issue of shares expected in connection with the Acquisition. The Company's share capital continues to be comprised of 25,000,000 ordinary shares of 2.5 pence each.

As at 30 June 2018, the Net Asset Value of each Derriston share was 8.08p.

If the Acquisition completes, shareholders of S4 Limited will receive 241,285,077 new ordinary shares in Derriston (the equivalent of 2,412,850,770 existing ordinary shares). The number of consideration shares was calculated from a see-through Derriston placing price of 10p per existing ordinary Derriston share.

In addition, on Admission 11,709,601 new ordinary shares in Derriston (the equivalent of 117,096,010 existing ordinary shares) will be issued to the S4Capital Employee Benefit Trust at par (25p, or the equivalent of 2.5p per existing ordinary share). 

This announcement contains inside information.

Harry Hyman, Non-Executive ChairmanDerriston Capital plc, 201 Bishopsgate, London EC2M 3ABLEI 21380068SP9V65KPQN68

IMPORTANT INFORMATION

Dowgate Capital Stockbrokers Limited which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting for Derriston Capital plc and S4 Capital Limited in connection with the proposals set out in this announcement and for no one else and will not be responsible to anyone other than Derriston Capital plc and S4 Capital Limited for providing the protections afforded to their clients or for providing advice in relation to this announcement or any matters referred to herein.

No representation or warranty, express or implied, is made by Dowgate Capital Stockbrokers Limited as to the contents of this announcement, or for the omission of any material from this announcement. Dowgate Capital Stockbrokers Limited have not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Dowgate Capital Stockbrokers Limited for the accuracy of any information or opinions contained in this document or for the omission of any information from this announcement.

The boards of Derriston Capital plc and of S4 Capital Limited, who have separately appointed Dowgate Capital Stockbrokers Limited, are both aware of and accept Dowgate Capital Stockbrokers Limited's role as broker to each such company in connection with the proposals set out in this announcement.