International Public Partnerships Limited

Pre-Annual General Meeting Information • Oct 20, 2015

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, or the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your Ordinary Shares in International Public Partnerships Limited ("the Company"), you should send this document, together with the accompanying Form of Proxy, at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED

(incorporated in Guernsey with registered no 45241)

Circular to Shareholders

and

Notice of Extraordinary General Meeting

Your attention is drawn to the letter from the Chairman of the Board of Directors of the Company, which is set out in Part 1 of this document and which contains your Board's recommendation that you vote in favour of the Resolution that is to be proposed at the Extraordinary General Meeting referred to below. The whole of the text of this document should be read.

Notice of the Extraordinary General Meeting of the Company to be held at 2.00pm on 10 November 2015 at the offices of Heritage International Fund Managers Limited, Lefebvre Place, Lefebvre Street, St Peter Port, Guernsey is set out in Part 2 of this document.

A Form of Proxy is enclosed with this notice. To be effective, the instrument appointing a proxy (together with any power of attorney or other authority under which it is executed or a duly certified copy of such power) must be sent to the Company's Registrar, Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, England, by 2.00pm on 6 November 2015.

Dated 20 October 2015

Table of Contents

	EXPECTED TIMETABLE	2
PART 1	LETTER FROM THE CHAIRMAN	3
PART 2	NOTICE OF EXTRAORDINARY GENERAL MEETING	5
PART 3	EXPLANATORY NOTES	7
PART 4	DEFINITIONS	11

Expected Timetable

References to times in this document are to times in London, United Kingdom unless otherwise
Admission, issue and commencement of dealings in the new Shares issued pursuant to the Placing Programme	From time to time until 18 October 2016
Admission, issue and commencement of dealings in the New Shares issued pursuant to the Issue	18 November 2015
Extraordinary General Meeting	2.00pm on 10 November 2015
Deadline for receipt of Form of Proxy	2.00pm on 6 November 2015

stated.

The above times and/or dates may be subject to change and, in the event of such change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

Letter from the Chairman

INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED

(incorporated in Guernsey with registered number 45241)

Rupert Dorey (Chairman) Heritage Hall Giles Frost PO Box 225 John Stares Le Marchant Street Clare Whittet St Peter Port John Whittle Guernsey

Directors: Registered Office GY1 4HY

20 October 2015

To the Shareholders:

Dear Shareholder

INTRODUCTION

This Circular is being sent to Shareholders to convene an Extraordinary General Meeting of the Company on 10 November 2015. Part 2 of this Circular contains the Notice of Extraordinary General Meeting which sets out the resolution to be proposed at the meeting (the "Resolution"). As with this year's Notice of Annual General Meeting, explanatory notes and certain other information on the Extraordinary General Meeting follow the Notice of Extraordinary General Meeting, and can be found in Part 3 of this Circular.

The Resolution relates to the Company's intention to raise new equity capital through the issue of New Shares pursuant to a Placing, Open Offer and Offer for Subscription at an Issue Price of 131.25 pence per New Share (the "Issue") and a placing programme for the following 12 months (the "Placing Programme"). The Resolution is a resolution to disapply the pre-emption rights contained in the Company's Articles in relation to the Issue and the Placing Programme to enable the Issue and the Placing Programme to be made on a non-pre-emptive basis.

Qualifying Shareholders only will also receive a Prospectus relating to the Issue and the Placing Programme which contains further details of the Issue and the Placing Programme. The Issue and the Placing Programme are conditional on the passing by Shareholders of the Resolution. Part 3 of this Circular contains more details on the Issue and the Placing Programme.

NOTICE OF EXTRAORDINARY GENERAL MEETING

Set out in Part 2 of this Circular is the notice convening the Extraordinary General Meeting of the Company to be held at 2.00pm on 10 November 2015 at the offices of Heritage International Fund Managers Limited, Lefebvre Place, Lefebvre Street, St Peter Port, Guernsey.

ACTION TO BE TAKEN

Shareholders should read the whole of this document carefully. If Shareholders are unsure as to the contents of this document or as to what action they should take, they are recommended to seek immediately their own personal financial advice from an appropriately qualified independent adviser authorised pursuant to the Financial Services and Markets Act 2000.

Enclosed with this Circular is a Form of Proxy for use by the Shareholders at the Extraordinary General Meeting. Whether or not Shareholders intend to attend the Extraordinary General Meeting, Shareholders should return the Form of Proxy (together with any power of attorney or other authority under which it is executed or a duly certified copy of such power) to the Company's Registrar, Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, England, as soon as possible and in any event not later than 2.00pm on 6 November 2015. Completion and return of the Form of Proxy will not prevent Shareholders entitled to attend and vote at the Extraordinary General Meeting from attending and voting in person at the Extraordinary General Meeting, should they wish to do so.

RECOMMENDATION AND DIRECTORS' VOTING INTENTIONS

The Board considers that the Resolution, the Issue and the Placing Programme are in the best interests of the Company and its Shareholders as a whole for the reasons set out in Part 3 of this Circular and accordingly the Directors unanimously recommend all Shareholders to vote in favour of the Resolution, as they intend to do in respect of their own beneficial holdings in the Company's share capital set out below.

	Ordinary
	Shares	Percentage
	of 0.01p	of total issued
	each held	share capital
Rupert Dorey	643,687*	0.076
Giles Frost	298,745	0.035
John Stares	0	0
Clare Whittet	0	0
John Whittle	40,256	0.004

* through a nominee account with his wife as beneficial owner

** indirectly through a retirement annuity trust

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the Prospectus and this Circular will be available for inspection during normal business hours on any day (Saturdays, Sundays and public holidays excepted) at the registered office of the Company and at the offices of Hogan Lovells International LLP at Atlantic House, Holborn Viaduct, London EC1A 2FG up to and including the close of business on 10 November 2015.

Yours faithfully

Rupert Dorey Chairman

Notice of Extraordinary General Meeting

INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED (registered In Guernsey with Registration Number 45241) (the "Company")

NOTICE is hereby given that the Extraordinary General Meeting of the Company is to be held at Lefebvre Place, Lefebvre Street, St Peter Port, Guernsey, at 2.00pm on 10 November 2015 to consider and, if thought fit, to pass, the following resolution as a special resolution:

SPECIAL RESOLUTION

THAT the Board be and are generally empowered in accordance with Article 40(4) of the Articles to allot up to 365,714,285 Ordinary Shares for cash, as if the pre-emption provisions contained in Article 40(1) of the Articles did not apply to any such allotment, provided that:

• (a) this power shall (unless previously revoked, varied or renewed by the Company) expire on 19 October 2016, save that the Company may make prior to such expiry any offer or agreement which would or might require Ordinary Shares to be allotted after expiry of such period and the Board may allot Ordinary Shares pursuant to such an offer or agreement notwithstanding the expiry of the authority given by this resolution; and
• (b) this power shall be limited to the allotment of ordinary shares of 0.01 pence each in the Company's capital in connection with the Placing, Open Offer, Offer for Subscription and Placing Programme (as such terms are defined in the Prospectus issued by the Company on 19 October 2015, a copy of which shall be produced at the meeting and initialled by the Chairman for the purposes of identification)

but this power shall be without prejudice to any other power granted to the Board in accordance with the Articles from time to time.

20 October 2015

Le Marchant Street St Peter Port Guernsey GY1 4HY

Registered office: By order of the Board Heritage Hall Heritage International Fund Managers Limited, PO Box 225 Company Secretary

Notes:

• 1. A member who is entitled to attend, speak and vote at the meeting is entitled to appoint one or more proxies to attend, speak and vote on behalf of him. The proxy need not be a member of the Company.
• 1. A Form of Proxy is enclosed with this notice. To be effective, the instrument appointing a proxy (together with any power of attorney or other authority under which it is executed or a duly certified copy of such power) must be sent to the Company's Registrar, Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, England, by 2.00pm on 6 November 2015 (that is, not less than 48 hours before the time appointed for holding the meeting (excluding any part of a day that is not a working day)). A corporation may execute a proxy under its common seal or by the hand of a duly authorised officer or other agent. Completion and return of the Form of Proxy will not preclude shareholders from attending and voting in person at the meeting.
• 1. A special resolution of the members means a resolution passed by a majority of not less than 75% of the votes cast at the Extraordinary General Meeting.
• 1. The Form of Proxy is valid for use at the Extraordinary General Meeting and any adjournment thereof.
• 1. More than one proxy may be appointed provided each proxy is appointed to exercise the rights attached to different shares. A member who wishes to appoint more than one proxy may obtain additional Forms of Proxy from Capita Asset Services and must indicate clearly on each proxy form the number of shares it is instructing that proxy in respect of.
• 1. A member is not entitled to take part in the Extraordinary General Meeting or vote at the same (whether personally or by representative or proxy) unless the following conditions have been satisfied: (i) all calls and amounts due from him to the

Company have been paid; (ii) in respect of any Ordinary Shares he has acquired, he has been registered as their holder; and (iii) if and for so long as the Directors determine, he or any other person appearing to be interested in the Ordinary Shares held by him has complied with any notice requiring the disclosure of Shareholders' interests.

• 1. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the register of members of the Company at close of business on 15 October 2015 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend or vote at that meeting.
• 1. The register of directors' interests kept by the Company shall be open to the inspection of any member of the Company between the hours of 10.00am and noon for a period beginning fourteen days before and ending three days after the Extraordinary General Meeting and from the commencement until the conclusion of the Extraordinary General Meeting.
• 1. The total issued share capital of the Company as at the date of this Notice is 851,435,928 ordinary shares of 0.01p each. Pursuant to the Company's Articles, every member (being an individual) present in person or by proxy or (being a corporation) present by a duly authorised representative shall have one vote on a show of hands, and one vote per Ordinary Share (or fraction of an Ordinary Share held by him) on a poll (other than the Company itself where it holds its own shares as treasury shares).
• 1. As at the date of this Notice of Extraordinary General Meeting, there are no outstanding warrants and/or options to subscribe for Ordinary Shares.

Explanatory Notes

BACKGROUND TO AND REASONS FOR THE ISSUE AND THE PLACING PROGRAMME

The Company intends to raise up to £150 million through the Issue (although it can increase the size of the Issue to up to £180 million) and up to £300 million through the Placing Programme. The Directors decided to raise the capital that they expect to need by way of a combination of the Issue (to fund initial expenditure) and the Placing Programme (for longer-term obligations) in order to ensure that the Group is not holding uninvested cash for an excessively long period.

The Company expects to deploy the proceeds of the Issue and the Placing Programme first in repayment of the Company's existing debt facility (excluding letters of credit) and then to the extent they are not otherwise required under the terms of the Company's facility agreement, to acquire further investments. While the Company retains its focus on providing income to investors coupled with capital growth, the Company believes that additional value can be created for Shareholders by continuing to acquire further investments. The Company considers that there are a number of potential investment opportunities available to the Company which could be value accretive to investors and fall within the Company's core investment criteria. The Issue and Placing Programme will provide the Company with funds to capitalise on these opportunities.

The Directors believe that raising additional capital will benefit both new Shareholders and Existing Shareholders as, to the extent that further investments are acquired at attractive prices, this benefit will be shared across all Shareholders. Specifically the Directors believe that the Issue and the Placing Programme will have the following benefits:

• The Company will be able to seek to acquire further investments (including the pipeline investments that are described in the Prospectus) that it believes will further diversify the Company's asset base.
• The Company will be able to repay existing borrowings, which will then be available for redrawing.
• Both Existing Shareholders (including but not limited to through the Open Offer) and new investors will have the opportunity to subscribe for further Shares in the Company.
• The market capitalisation of the Company will increase, and the secondary market liquidity in the Company's Shares is expected to be enhanced.
• The Company's fixed running costs may be spread across a wider Shareholder base, thereby providing a reduction to the Company's ongoing charges ratio.

THE ISSUE

Overview of the Issue

The Issue Price at which New Shares would be issued pursuant to the Issue is 131.25 pence per New Share. The Issue Price represents a discount of 0.65 per cent. to the closing price of 132.1 pence per Existing Ordinary Share as at the close of business on 15 October 2015 (being the latest practicable date prior to the publication of this document) and a premium of 3.18 per cent. to the Estimated Net Asset Value per Existing Ordinary Share (as at 30 September 2015).

The Estimated Net Asset Value is an estimate of the Directors based on the Investment Adviser's advice and unaudited financial information of the Group. There can be no assurance that the Net Asset Value as at 31 December 2015 will reflect the Estimated Net Asset Value prepared as at 30 September 2015.

The Issue comprises a Placing, an Open Offer and an Offer for Subscription. The Placing and Offer for Subscription are subject to scaling back at the discretion of the Directors in favour of each other and in favour of the Open Offer.

Application will be made for the New Shares under the Issue to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. The New Shares to be issued pursuant to the Issue will rank pari passu in all respects with the Existing Ordinary Shares.

The Open Offer

The Open Offer will be made to Qualifying Shareholders at the Issue Price, on the terms and subject to the conditions of the Open Offer, on the basis of:

1 New Share for every 8 Existing Ordinary Shares held on the Record Date

Qualifying Shareholders that take up all of their Open Offer Entitlements may also apply under the Excess Application Facility for additional New Shares that they would otherwise not be entitled to. The Excess Application Facility will be comprised of fractions of New Shares following the calculation above, New Shares that are not taken up by Qualifying Shareholders under the Open Offer pursuant to their Open Offer Entitlements and any New Shares that the Directors determine should be reallocated from the Offer for Subscription to satisfy demand from Qualifying Shareholders in preference to prospective new investors under the Offer for Subscription.

The Open Offer is being made on a pre-emptive basis to Qualifying Shareholders. The Open Offer is not subject to scaling back from either the Placing or the Offer for Subscription. The Directors have the discretion to scale back the Placing and/or the Offer for Subscription in favour of the Open Offer by reallocating New Shares that would otherwise be available under the Placing and/or the Offer for Subscription to be available to Qualifying Shareholders through the Excess Application Facility under the Open Offer.

The Directors have the discretion to determine the basis of allotment between Qualifying Shareholders under the Excess Application Facility (including reallocating Excess Shares to the Placing or Offer for Subscription), any scaling back of the Placing and/or the Offer for Subscription and any increase in the size of the Issue. In exercising this discretion, the Directors generally intend to give priority to Existing Shareholders over prospective new Shareholders, although the Directors will seek to balance the benefits to the Company of allowing Existing Shareholders to maintain or increase the size of their relative Shareholdings with expanding the Shareholder base of the Company. No assurance can be given that Excess Applications will be met in full or at all, for instance if the Placing and/or Offer for Subscription are oversubscribed.

The Placing and the Offer for Subscription

The Offer for Subscription is only being made to the public in the United Kingdom. Neither the Placing nor the Offer for Subscription is being made on a pre-emptive basis to Existing Shareholders. As noted above, the Directors have the discretion to scale back the Placing and/or the Offer for Subscription in favour of Existing Shareholders under the Open Offer. Any New Shares that are available under the Open Offer and are not taken up by Qualified Shareholders pursuant to their Open Offer Entitlements or under the Excess Application Facility will be reallocated to and be available for subscription under the Placing and/or the Offer for Subscription.

Rationale for the structure of the Issue

The Company examined a number of options for raising equity and has concluded that the combination of the Placing, the Open Offer and the Offer for Subscription allows Existing Shareholders to participate in the Issue by subscribing for their Open Offer Entitlements on a pre-emptive basis as well as applying for further New Shares under the Open Offer (by virtue of the Excess Application Facility), while providing the Company with the flexibility to raise the desired quantum of equity capital via the combined Placing and Offer for Subscription (and, subsequently, the Placing Programme) from new investors.

THE PLACING PROGRAMME

Overview of the Placing Programme

The Placing Programme will open immediately following Admission of the New Shares issued under the Issue and will close on 14 October 2016 (with the last possible Admission on 18 October 2016). The maximum to be raised pursuant to the Placing Programme is £300 million.

The allotment and issue of New Shares under the Placing Programme is at the discretion of the Directors and will depend (amongst other things) on the availability of investment opportunities for the Company. Allotments and issuances may take place at any time following Admission of the New Shares issued under the Issue and prior to the final closing date of the Placing Programme. An announcement of each allotment and issue pursuant to a Subsequent Placing will be released through an RIS, including details of the number of New Shares allotted and issued and the applicable final Placing Programme Price for the allotment and issue in respect of that Subsequent Placing.

The Placing Programme Price will be calculated by reference to the most recently published Net Asset Value of the existing Ordinary Shares together with a premium intended to cover, but not to be limited to, the direct costs and expenses of the placing pursuant to the Placing Programme.

Application will be made for the New Shares under the Placing Programme to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is anticipated that dealings in the New Shares will commence two Business Days after the trade date for each Subsequent Placing.

The New Shares issued pursuant to the Placing Programme will rank pari passu with the Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the issue of the relevant New Shares).

Although there is no pre-emptive element to the Placing Programme, Existing Shareholders may be invited to participate in it. The Directors believe that making the Placing Programme available to new investors as well as Existing Shareholders will benefit the Company in broadening the Shareholder base and allowing the Company to access new capital more widely.

GENERAL

Matters requiring Shareholder approval relating to the Issue and the Placing Programme

Under Article 40(1) of the Company's Articles, the Company may not allot any Shares for cash to any person unless it has made an offer to each Shareholder to issue to that Shareholder on the same or more favourable terms a proportion of those Shares which is as nearly as practicable equal to the proportion of the aggregate of all Shares of such class in issue represented by Shares of such class held by such Shareholder.

None of the Placing, the Offer for Subscription and each Subsequent Placing will be on a pre-emptive basis and the Open Offer is being made on terms other than those prescribed in the Company's Articles. As such, the pre-emption right in Article 40(1) described above needs to be disapplied to allow the Company to proceed with the Issue and the Placing Programme pursuant to the Resolution.

Under the Articles, this must be approved by a special resolution of the Company (being 75 per cent. of Shareholders in attendance at the Extraordinary General Meeting on a show of hands or, if a poll is demanded, those voting by number of Ordinary Shares held, whether in person or by proxy).

Potential dilution for Existing Shareholders

If an Existing Shareholder does not subscribe under the Issue and at each Subsequent Placing for, or is not issued with, such number of New Shares as is equal to his or her proportionate ownership of existing Shares as at the date of this Circular, his or her proportionate ownership and voting interests in the Company will be reduced and the percentage that his or her existing Shares will represent of the total share capital of the Company will be reduced accordingly following completion of the Issue and of each Subsequent Placing.

If 365,714,285 New Shares (the maximum number permitted if the Resolution is passed) are issued, the share capital of the Company in issue as at the date of this Circular will, following the Issue and the Placing Programme, be increased by 42.95 per cent. as a result. On this basis, if an Existing Shareholder does not acquire any New Shares, his or her proportionate economic interest in the Company will be diluted by 30.00 per cent.

The total number of shares that could be issued if the Resolution is passed has been calculated by applying an assumed constant issue price of 131.25 pence for the Issue and each Subsequent Placing. In practice the Placing Programme Price is expected to vary which will affect the number of New Shares actually issued. The dilution figures above do not take into account any other movements in the Company's share capital, for instance as a result of the issue of scrip dividends.

The Company holds no treasury shares as at the date of this Circular.

Conditions

Both the Issue and the Placing Programme are conditional on the Resolution being passed and on certain other conditions continuing to be satisfied. These conditions are set out in the Prospectus. If any of these conditions are not met in respect of the Issue or any Subsequent Placing under the Placing Programme, the relevant issue of New Shares will not proceed.

CREST and Share Certificates

The Articles permit the holding of New Shares under the CREST system and the Company will apply for the New Shares under the Issue and the Placing Programme to be admitted to CREST with effect from each Admission.

Accordingly, settlement of transactions in the New Shares following the relevant Admission may take place within the CREST system if any Shareholder so wishes (provided that the New Shares are not in certificated form). CREST is a voluntary system and upon the specific request of a Shareholder, the New Shares of that Shareholder which are being held under the CREST system may be exchanged, in whole or in part, for share certificates.

If a Shareholder or transferee requests New Shares to be issued in certificated form a share certificate will be despatched either to them or their nominated agent (at their own risk). Shareholders who are non-US Persons holding definitive certificates may elect at a later date to hold their New Shares through CREST in uncertificated form provided they surrender their definitive certificates.

Definitions

The following definitions apply throughout this document unless the context requires otherwise and words defined in the Prospectus (as defined below) shall have the same meaning in this circular unless otherwise defined below:

"Admission"	means admission of the New Shares to be issued pursuant to the Issue and/or the Placing Programme (as the context may require) to the Official List and/or to trading on the London Stock Exchange's main market for listed securities;
"Articles"	means the articles of incorporation of the Company in force from time to time;
"Circular"	means this document;
"Company"	means International Public Partnerships Limited, a company incorporated under the laws of Guernsey with registered number 45241;
"CREST"	means a paperless settlement procedure operated by Euroclear UK & Ireland enabling system securities to be evidenced otherwise than by written instrument;
"Directors" or "Board"	means the directors from time to time of the Company (or any duly constituted committee thereof as the context may require), and "Director" is to be construed accordingly;
"Estimated Net Asset Value"	means the estimated net asset value based on unaudited financial information, but using the same methodology as is used for the half-yearly net asset values as calculated by the Company's investment adviser, as at 30 September 2015;
"Excess Application Facility"	means the arrangement pursuant to which Qualifying Shareholders may apply for additional New Shares in excess of their Open Offer Entitlement (Excess Shares) in accordance with the terms and conditions of the Open Offer;
"Excess Shares"	means: (a) New Shares that are not taken up by Qualifying Shareholders pursuant to their Open Offer Entitlement and are available to other Qualifying Shareholders; together with (b) New Shares that the Directors have reallocated from the Placing and/or Offer for Subscription to be available to Qualifying Shareholders, and in each case that are offered to Qualifying Shareholders under the Excess Application Facility;
"Excluded Shareholders"	means Shareholders with a registered address in or who are located in the United States or one of the Excluded Territories;
"Excluded Territories"	means Australia, Canada, Japan, South Africa and New Zealand, any EEA jurisdiction other than the UK and Ireland, and any other jurisdiction where the extension or availability of the Open Offer (and any other transaction contemplated thereby) would breach any applicable law or regulation;
"Existing Ordinary Share"	means an Ordinary Share that is in issue as at the date of this Circular;
"Existing Shareholder"	means a holder of an Existing Ordinary Share;

"Extraordinary General Meeting"	means the extraordinary general meeting of the Company to be held on 10 November 2015 (or any adjournment thereof), notice for which is set out in Part 2 of this document;
"FCA"	means the UK Financial Conduct Authority;
"Form of Proxy"	means the form of proxy for use by Shareholders in respect of the Extraordinary General Meeting;
"Issue"	means the issue of New Shares pursuant to the Placing, the Open Offer and the Offer for Subscription which is conditional (inter alia) on the passing of the Resolution at the Extraordinary General Meeting;
"Issue Price"	means 131.25 pence per New Share;
"London Stock Exchange"	means London Stock Exchange plc;
"Net Asset Value" or "NAV"	means the net asset value of the Company in total or (as the context requires) per Share calculated in accordance with the Company's valuation policies and as described in Part I of the Prospectus under the heading "Valuations";
"New Shares"	means the Ordinary Shares to be issued under the terms set out in the Prospectus and having the rights set out in the Articles and "New Share" shall be construed accordingly;
"Offer for Subscription"	means the offer for subscription to the public in the UK of New Shares on the terms set out in the Prospectus and (where applicable) in the Subscription Form;
"Official List"	means the official list maintained by the UK Listing Authority;
"Open Offer"	means the offer to Qualifying Shareholders, constituting an invitation to apply for New Shares, on the terms and subject to the conditions set out in the Prospectus and, in the case of Qualifying Non-CREST Shareholders, the Open Offer Application Form;
"Open Offer Application Form"	means the personalised application form on which Qualifying Non-CREST Shareholders who are registered on the register of members of the Company as at the Record Date may apply for New Shares (including Excess Shares under the Excess Application Facility) under the Open Offer;
"Open Offer Entitlement"	means the entitlement of Qualifying Shareholders to apply for Open Offer Shares on the basis of 1 Open Offer Share for every 8 Existing Ordinary Shares held and registered in their names on the Record Date;
"Open Offer Shares"	means the New Shares being offered in aggregate to Qualifying Shareholders pursuant to the Open Offer together, where the context requires, with Excess Shares available under the Excess Application Facility;
"Ordinary Shares"	means ordinary shares of 0.01 penny each in the capital of the Company;
"Placing"	means the placing of New Shares pursuant to the Issue Agreement and for the avoidance of doubt excludes subsequent Placings;
"Placing Programme"	means the programme pursuant to which New Shares will be issued as described in Part VII of the Prospectus;

"Placing Programme Price"	means the issue price per New Share agreed by the Company and Numis for each Subsequent Placing;
"Prospectus"	means the prospectus issued by the Company in respect of the Issue and Placing Programme on or around the date of this Circular;
"Qualifying Non-CREST Shareholders"	means Qualifying Shareholders holding Existing Ordinary Shares in certificated form;
"Qualifying Shareholders"	means holders of Existing Ordinary Shares on the register of members of the Company at the Record Date, other than the Excluded Shareholders;
"Record Date"	means the close of business on 15 October 2015;
"Regulatory Information Service" or "RIS"	means a regulatory information service approved by the FCA and on the list of Regulatory Information Services maintained by the FCA;
"Resolution"	means the special resolution to be proposed at the Extraordinary General Meeting in connection with the Issue and Placing Programme disapplying pre-emption rights;
"Share"	means a share of any class in the capital of the Company;
"Shareholder"	means a registered holder of a Share;
"Subscription Form"	means the subscription form attached to the Prospectus for use in connection with the Offer for Subscription;
"Subsequent Placing"	means any and all placings of New Shares, made after the date of Admission under the Issue, pursuant to the Placing Programme;
"UK" or "United Kingdom"	means the United Kingdom of Great Britain and Northern Ireland;
"UK Listing Authority" or "UKLA"	means the FCA in its capacity as a competent authority for listing in the UK pursuant to Part VI of the Financial Markets and Services Act 2000 (as amended); and
"US" or "United States"	means the United States of America its territories and possessions any state of the United States and the District of Columbia.