Discoverie Group PLC — AGM Information 2012

Dec 7, 2012

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. It contains the Resolution to be voted on at the General Meeting of Acal plc to be held on 3 January 2013. If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who is authorised for the purpose of the Financial Services and Markets Act 2000 (''FSMA'') if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you sell or have sold or otherwise transferred all of your Ordinary Shares, please forward this document and the accompanying Form of Proxy, as soon as possible, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation or may otherwise intend to forward this document to any jurisdiction outside the UK, should seek appropriate advice before taking any action. If you sell or have sold or otherwise transferred only part of your holding of Ordinary Shares, please consult the stockbroker, bank or other agent through which the sale was effected as to the action you should take.

The Directors of Acal, whose names appear on page 6 in Part I of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

Acal plc

(Incorporated and registered in England and Wales with registered number 2008246)

Proposed disposal of the UK Parts Business

and

Notice of General Meeting

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of Acal which is set out in Part I of this document, which explains the purpose of the Resolution to be proposed at the General Meeting and which includes a unanimous recommendation from the Board to vote in favour of the Resolution.

Notice of a General Meeting of Acal, to be held at the Company's offices at 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford GU2 7AH at 11.00 a.m. on 3 January 2013, to approve the Disposal, is set out at the end of this document. A Form of Proxy for use at the General Meeting is enclosed. To be valid, Forms of Proxy for use in connection with the meeting should be completed, signed and returned as soon as possible and, in any event, so as to reach the Company's registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA by not later than 11.00 a.m. on 31 December 2012.

Alternatively, a proxy may also be appointed for CREST members, by using the CREST electronic proxy appointment service. For further details please see the notes to the notice of the General Meeting set out at the end of this document. The appointment of a proxy will not preclude you from attending the General Meeting and voting in person if you wish to do so.

Copies of this document are available free of charge at the offices of Charles Russell LLP at 5 Fleet Place, London, EC4M 7RD and from the Company's registered office during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to and including the date of the General Meeting and will also be available for inspection at the General Meeting for at least 15 minutes prior to and during the meeting.

Apart from the liabilities and responsibilities, if any, which may be imposed on Oriel Securities Limited ("Oriel Securities") by FSMA or the regulatory regime established thereunder, Oriel Securities accept no responsibility whatsoever for the contents of this document or for any other statement made or purported to be made by it or on its behalf in connection with the Company or the Disposal. Nothing contained in this document is, or shall be relied upon as, a promise or representation by Oriel Securities as to the past, present or future. Oriel Securities disclaim all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement.

Oriel Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as a sponsor to Acal in connection with the Disposal and will not be responsible to anyone other than Acal for providing the protections afforded to its clients or for providing advice in relation to the Disposal.

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER, SOLICITATION OR INVITATION TO SELL OR ACQUIRE ANY SECURITY IN ACAL PLC, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This document contains a number of forward-looking statements relating to the Group with respect to, amongst others, the following: financial condition; results of operations; economic conditions in which the Group operates; the business of the Group; future implications of the Disposal and management plans and objectives. The Company considers any statements that are not historical facts as ''forward-looking statements''. They relate to events and trends that are subject to risks and uncertainties that could cause the actual results and financial position of the Group to differ materially from the information presented in the relevant forward-looking statement. When used in this document the words ''estimate'', ''project'', ''intend'', ''aim'', ''anticipate'', ''believe'', ''expect'', ''should'' and similar expressions, as they relate to the Group or the management, are intended to identify such forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Neither the Company nor any member of the Group undertake any obligation publicly to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the Listing Rules, the Disclosure and Transparency Rules and other regulations.

CONTENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS	4
DIRECTORS, COMPANY SECRETARY AND ADVISERS	5
PART I – LETTER FROM THE CHAIRMAN OF ACAL PLC	6
PART II – PRINCIPAL TERMS OF THE DISPOSAL	10
PART III – ADDITIONAL INFORMATION	12
PART IV – DEFINITIONS	16
PART V – NOTICE OF GENERAL MEETING	18

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates in the table below is indicative only and may be subject to change.

Latest time and date for receipt of Forms of Proxy and 11.00 a.m. on 31 December 2012 receipt of electronic proxy appointments via the CREST system

Voting Record Time for General Meeting 31 December 2012

General Meeting 11.00 a.m. on 3 January 2013

Notes:

(1) The times and dates set out in the expected timetable of principal events above and mentioned throughout this document may be adjusted by Acal (in consultation with Oriel Securities), in which event details of the new times and dates will be notified to the UK Listing Authority and the London Stock Exchange and will be announced to a Regulatory Information Service.

(2) References to times in this document are to London time unless otherwise stated.

ACTIONS TO BE TAKEN

Form of Proxy

You will find enclosed with this document a Form of Proxy in respect of the General Meeting.

Completion and return of the Form of Proxy

Whether or not you plan to attend the General Meeting in person, please complete the enclosed Form of Proxy and return it in accordance with the instructions printed thereon. To be valid, Forms of Proxy must be received by post or (during normal business hours only) by hand at the offices of the Company's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA not later than 11.00 a.m. on 31 December 2012.

DIRECTORS, COMPANY SECRETARY AND ADVISERS

Directors	Richard Moon – Non-executive Chairman Nicholas Jefferies – Group Chief Executive Simon Gibbins – Group Finance Director Eric Barton – Senior Non-executive Director Graham Williams – Non-executive Director Ian Fraser – Non-executive Director
Group Company Secretary	Gary Shillinglaw FCIS
Registered Office	2 Chancellor Court Occam Road Surrey Research Park Guildford Surrey GU2 7AH
Sponsor and Financial Adviser	Oriel Securities Limited 150 Cheapside London EC2V 6ET
Solicitors	Charles Russell LLP Buryfields House Bury Fields Guildford Surrey GU2 4AZ
Auditors	Ernst & Young LLP 1 More London Place London SE1 2AF
Registrars	Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA

PART I

LETTER FROM THE CHAIRMAN OF ACAL PLC

Acal plc

(Incorporated and registered in England and Wales with registered number 2008246)

Directors: Registered Office: Richard Moon (Non-executive Chairman) 2 Chancellor Court Nicholas Jefferies (Group Chief Executive) Occam Road Simon Gibbins (Group Finance Director) Surrey Research Park Eric Barton (Senior Non-executive Director) Guildford Graham Williams (Non-executive Director) Surrey Ian Fraser (Non-executive-Director) GU2 7AH

7 December 2012

To Shareholders and, for information only, to holders of options over Ordinary Shares

Dear Shareholder

Proposed Disposal and Notice of General Meeting

1. Introduction

The Group is pleased to announce that Acal has agreed to dispose of one of the three businesses contained within its Supply Chain Division. The Company has agreed to sell its UK new and refurbished parts distribution and outsourcing business (the "UK Parts Business") (the "Disposal"). The Group's enterprise services business and its European spare parts business will remain as part of the Continuing Group.

The Disposal reflects Acal's continued strategy of building a value-add specialist supplier in the electronics sector. By disposing of this non-core and capital intensive business, the Group will be able to focus its resources on enhancing the value of its core Electronics Division which, for the year ended 31 March 2012, represented 80 per cent. of Group revenues and 89 per cent. of Group underlying operating profits.

The Disposal will involve the sale of the Company's subsidiary Acal Supply Chain Ltd ("ASC Ltd") to the management team of ASC Ltd (the "ASC Management Team"). The ASC Management Team are considered a related party for the purposes of the Listing Rules and the Disposal is therefore a related party transaction and subject to Shareholder approval. In addition, the Disposal is dependent on completion of the Purchaser's committed funding arrangements. The initial gross consideration for the Disposal (the "Consideration") is £2.0 million on a debt free basis, before transaction costs and subject to certain completion adjustments. In addition, a further amount will be payable to Acal if ASC Ltd or its business is sold to a third party after Completion (the "Additional Consideration") equal to 25 per cent. of any sale proceeds in excess of £2.0 million, capped at a maximum of £9.0 million.

The enterprise services business (the "Enterprise Business") is currently part of ASC Ltd but will be transferred into the Continuing Group prior to completion of the Disposal and it will therefore not form part of the Disposal.

The Disposal is classified as a class 2 transaction under the Listing Rules.

2. Purpose of this document

The purpose of this document is to provide Shareholders with details of the Disposal, to convene the General Meeting and to explain why the Board considers the Disposal to be in the best interests of the Company and its Shareholders as a whole and why the Board unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting as each member of the Board who holds Ordinary Shares intends to do in respect of his own beneficial holdings of Ordinary Shares.

3. Information on the Supply Chain Division and the Disposal

The Supply Chain Division is currently formed of two UK based businesses and a European business. The two UK based businesses, being the UK Parts Business and the Enterprise Business, are currently contained within ASC Ltd. The UK Parts Business is being sold and the Enterprise Business will be transferred from ASC Ltd so that it is retained as part of the Continuing Group. For the year ended 31 March 2012, the UK Parts Business had revenues of £22.7m (9 per cent. of Group revenues) and generated a loss before tax of £0.5m.

The UK Parts Business

The UK Parts Business supplies a full range of high quality new and refurbished computer parts to IT maintenance companies and provides logistics support including planning, supply, returns and repairs.

Trading in the UK Parts Business remains challenging and is capital intensive. The business is considered non-core to the Group.

The Enterprise Business

The Enterprise Business, which is profitable, provides computer parts, support and services to both the OEM and maintenance markets. It supports end of service life mid-range and mainframe enterprise systems, such as computer servers and data centres. The Enterprise Business will remain within the Continuing Group but will share certain services with ASC Ltd for at least 12 months under a transitional services agreement (the "Transitional Services Agreement"). Acal will keep these transitional arrangements under review and will assess whether it should alternatively provide these services from the Continuing Group.

The European spare parts business

The European spare parts business, which is profitable, provides distribution, repair and management services for OEMs and IT maintenance companies principally serving the European market. The European spare parts business will not form part of the Disposal.

Summary financial information on the Disposal

		Financial year ended 31 March 2012		As at 30 September 2012
		Contribution to underlying operating	Contribution to profit
The UK Parts Business	Revenues £22.7m	profit £(0.4)m	before tax £(0.5)m	Gross Assets £9.4m

Key individuals

Details of key individuals of the UK Parts Business are as follows:

Robert Hall	Managing Director
Mark Hesketh	Finance Director
Jonathan King	Sales Director

4. Background to and reasons for the Disposal

The Company's strategy is to enhance the value of its Electronics Division which is a leading European supplier of specialist electronics services spanning specialist distribution, design and manufacture. For the year ended 31 March 2012, the Electronics Division represented 80 per cent. of Group revenues and 89 per cent. of Group underlying operating profits. The Board views the UK Parts Business as being non-core to the Group and believes that the Disposal will allow the Company to focus its resources on expanding the Electronics Division, both organically and through acquisition.

The Board believes that the Disposal represents the best value for Shareholders in terms of minimising ongoing losses to the Group and maximising the cash proceeds from the sale. The UK Parts Business has faced difficult trading conditions, is loss making and capital intensive and non-core to the Group.

5. Use of Proceeds and Financial Effects of the Disposal

Acal remains acquisitive within the fragmented specialist electronics market where the Company's strategy is to gain further market share and consolidate its position as one of Europe's leading specialist electronics suppliers. The sale proceeds from the Disposal will be retained for working capital purposes, for future investment within the Continuing Group or as consideration for future acquisitions by the Electronics Division.

The Company expects the aggregate initial gross proceeds of the Disposal to be £2.0 million on a debt free basis, before transaction costs and subject to certain completion adjustments. The Disposal is expected to be enhancing to underlying earnings. This statement does not constitute a profit forecast and should not be interpreted to mean that the Continuing Group's earnings per share for the financial year ending 31 March 2013 will necessarily match, or be greater or less than, historical published earnings per share.

The Company anticipates a loss on disposal of £4.9 million for the UK Parts Business (before transaction costs, completion adjustments and the Additional Consideration). In addition to the initial consideration, the Company will receive an additional consideration equal to 25 per cent. of any future sales proceeds over £2.0 million were ASC Ltd or its business to be sold in the future, capped at £9.0 million. Any such proceeds would be booked as a profit for the Company and this potential profit is not included in the anticipated loss. As it had not been possible to sell the UK Parts Business to a third party for a greater value than the Consideration, the Company had explored closing down the UK Parts Business and selling its assets. However, the Company estimates that a materially greater loss would arise if that route were to be followed and that, after accounting for closure costs, it is likely that the Company would receive no net proceeds from such a closure.

6. Related party transactions

Under Listing Rule 11.1.4, the ASC Management Team meets the definition of a related party because of the directorships of the Company's subsidiary, ASC Ltd, of certain members of that team. As such, the Company is required to send a circular to its Shareholders, in accordance with Listing Rule 13.3 and Listing Rule 13.6 and to obtain approval from Shareholders for the Disposal. The ASC Management Team will not vote on the Resolution to be put to Shareholders and will take all reasonable steps to ensure that any associates of the ASC Management Team will not vote on the relevant Resolution.

7. Principal terms of the Disposal

Under the Disposal Agreement, subject to Shareholder approval and dependent on completion of the Purchaser's committed funding arrangements, all the issued shares in ASC Ltd will be sold to the Purchaser, a company established by the ASC Management Team, for an initial gross consideration of £2.0 million on a debt free basis, before transaction costs and subject to certain completion adjustments ascertained by reference to pro forma completion accounts for ASC Ltd and separately for the Enterprise Business, to be prepared following Completion. The Additional Consideration will also be payable, equal to 25 per cent. of any future sales proceeds over £2.0 million if ASC Ltd or its business are sold in the future, capped at £9.0 million. The name of ASC Ltd will be changed to remove references to "Acal" immediately following Completion. The Seller has given limited warranties and indemnities, and a limited tax indemnity under the Disposal Agreement, subject to certain limitations.

As indicated in Part II, certain transitional agreements and arrangements will be required after Completion, as the Enterprise Business will rely on certain support functions from the UK Parts Business and Acal will provide certain facilities to the UK Parts Business. Acal will therefore enter into a Transitional Services Agreement with ASC Ltd on completion of the APA. Details of this agreement and the related arrangements are provided in Part II of this document. The Continuing Group will also continue to occupy part of the leasehold premises owned by ASC Ltd at Wokingham. The leasehold premises at Nottingham currently owned by ASC Ltd and occupied by the Enterprise Business will, subject to landlord's consent, be transferred to the Continuing Group following Completion and will be occupied by the Enterprise Business. Aside from this, Acal does not envisage any material impact on the Continuing Group from the Disposal.

Acal has agreed to guarantee the obligations of the Seller and those of the buyer of the Enterprise Business, under (but subject to) the terms of the Disposal Agreement and the APA respectively. Further details of the Disposal Agreement and related agreements are set out in Part II.

8. General Meetings

As noted above, the Disposal is subject to the passing of the Resolution at the General Meeting. A notice convening the General Meeting to be held at 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford, Surrey, GU2 7AH at 11.00 a.m. on 3 January 2013, is set out at Part V of this document.

The General Meeting is being convened for the purposes of considering and, if thought fit, passing the Resolution which is required to implement the Disposal.

9. Actions to be taken

A Form of Proxy for use at the General Meeting is enclosed with this document. Whether or not you intend to be present at the General Meeting, you are requested to complete and return the Form of Proxy, in accordance with the instructions printed thereon, as soon as possible and in any event so that it is received by the Company's UK transfer agent, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, not later than 11.00 a.m. on 31 December 2012. Completion and return of the Form of Proxy will not preclude Shareholders from attending and voting in person at the General Meeting should they wish to do so.

10. Further information

Your attention is drawn to the further information set out in Part II and Part III of this document. You are advised to read the whole of this document and not to rely solely on the information contained in this letter.

11. Recommendation

The Board, having been so advised by Oriel Securities, considers the Disposal to be fair and reasonable so far as Shareholders are concerned. The Board also considers that the Disposal is in the best interests of the Company and its Shareholders as a whole and, therefore, recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as each member of the Board who holds Ordinary Shares intends to do in respect of his own beneficial holdings of Ordinary Shares, such holdings comprising, in aggregate, 128,898 Ordinary Shares, representing approximately 0.45 per cent. of the Company's existing issued share capital. In giving its advice, Oriel Securities has taken into account the commercial assessment of the Directors.

Yours faithfully

Richard Moon Non - Executive Chairman

PART II

PRINCIPAL TERMS OF THE DISPOSAL

1. Principal terms of the Disposal

Acal Supply Chain Holdings Limited (the "Seller") has agreed, pursuant to a share purchase agreement dated 5 December 2012 (the "Disposal Agreement") and subject to Shareholder approval and the provision of funds at Completion to the Purchaser under its funding arrangements, to sell the entire issued share capital held by it in ASC Ltd to JCCO 313 Limited (the "Purchaser"), a company established by the ASC Management Team, for the aggregate of (i) £2.0 million on a debt free basis, before transaction costs and subject to certain completion adjustments ascertained by reference to pro forma completion accounts for ASC Ltd and separately the Enterprise Business to be prepared following Completion; and (ii) the Additional Consideration. The Additional Consideration will be an amount equal to 25 per cent. of any future sales proceeds over £2.0 million capped at £9.0 million. The Purchaser and key members of the ASC management team have agreed to use reasonable endeavours to procure that the necessary funds are provided to the Purchaser at Completion, and to give limited indemnities for failure so to do.

The Additional Consideration will be payable if the shares in ASC Ltd or its business (or the shares in any entity then holding such shares or business) are or is sold after Completion to a third party. If part only of the relevant shares or business are sold, a proportionate part of the Additional Consideration will be payable. Any such sale in the twelve months following Completion will also require Acal's prior written consent. The Purchaser has undertaken not to enter into any transaction other than for full value consideration, to an independent third party acting in good faith, nor to participate in any arrangement any purpose of which is to frustrate the operation of the Additional Consideration. 25 per cent. of the Purchaser's costs on a subsequent disposal, capped at £60,000, will be deducted from any Additional Consideration payable.

The Seller has agreed to reimburse the Purchaser should any specified payments ("Leakage") occur in the period between 31 October 2012 and Completion but such Leakage excludes any adjustments or payments required in connection with the sale of the Enterprise Business and normal employee remuneration and bonuses.

The name of ASC Ltd will be changed to "EAF Supply Chain Limited" to remove references to "Acal" immediately following Completion. Certain intellectual property rights using the Acal name will also be transferred by ASC Ltd to Acal on Completion. Acal has also agreed to change the name of its subsidiary, EAF (UK) Limited, immediately following Completion.

The Seller has agreed to pay the Purchaser's costs up to a maximum of £30,000 (including VAT and disbursements) should Shareholder approval for the Disposal not be obtained by 31 January 2013.

Under the arrangements originally agreed when the Group acquired ASC Ltd, members of the ASC Management Team acquired B ordinary shares of £0.01 each in the Seller ("B shares"). Under the rights attached to such shares and the related arrangements, if the B shares were sold and certain conditions were met, the holders of the B shares would receive a specified proportion of the sale proceeds. As these conditions have not been met, the ASC Management Team will agree, under a separate deed to be executed at Completion, to transfer their B shares to Acal for nominal consideration and to terminate all arrangements related to the B shares.

2. Transfer of the Enterprise Business

ASC Ltd has agreed to sell the Enterprise Business to a member of the Continuing Group, pursuant to an asset purchase agreement dated 4 December 2012 (the "APA"). Completion of the APA is scheduled to take place on 31 December 2012 following the required consultation under TUPE.

As this sale will comprise an inter-company transaction, the Continuing Group will, subject to certain exceptions, undertake responsibility for the liabilities associated with the Enterprise Business, including the transfer (subject to landlord's consent) of the lease of the premises at Nottingham, and no warranties or indemnities will be given on this sale by ASC Ltd.

3. Transitional Services Agreement

The Transitional Services Agreement will be entered into by ASC Ltd and the Continuing Group on and pursuant to completion of the APA. Under this agreement, ASC Ltd will agree to provide certain finance and accounting services to the Enterprise Business.

In relation specifically to completion of the APA, ASC Ltd will be obliged under the APA to collect the debts, and settle the payables, of the Enterprise Business existing at completion of the APA, and to pay the resulting net receipts to the Continuing Group. Under arrangements agreed pursuant to the APA, ASC Ltd may take up to 45 days after Completion to pay over such net receipts but thereafter payments of net receipts are to be made weekly.

The Continuing Group will also continue to receive certain IT services and facilities from ASC Ltd and will agree to provide certain office and IT facilities at Nottingham (the premises used by the Enterprise Business). The various services under the Transitional Services Agreement will be provided in return for a net annual aggregate fee payable by the Continuing Group of £53,000. ASC Ltd's liability under the Transitional Services Agreement will be limited to £1.0 million except in the case of fraud, or death or personal injury resulting from negligence.

4. Completion of the Disposal

It is anticipated that Completion will take place on the same day on which the General Meeting is held assuming Shareholder approval has been obtained. The Seller has agreed to use its reasonable endeavours to procure that the General Meeting is held by 31 January 2013.

On completion of the Disposal Agreement, Simon Gibbins will resign as a director of ASC Ltd.

5. Warranties, indemnities and guarantee

The Seller has given customary warranties in relation to its title to the shares to be sold in ASC Ltd and certain limited warranties and indemnities in relation to property, certain group arrangements and tax, subject to certain limitations as to the period for making claims and as to the amount that may be claimed, subject to a maximum aggregate financial cap equal to £1.3 million.

Acal has agreed to guarantee the obligations of the Seller and those of the buyer of the Enterprise Business, under (but subject to) the terms of the Disposal Agreement and the APA respectively.

6. Property

The Enterprise Business

ASC Ltd currently holds the lease of the property in Nottingham used by the Enterprise Business. ASC Ltd will agree under the APA to permit the Enterprise Business to occupy such property subject to the payment of the rent and related charges on the current terms and to use reasonable endeavours to obtain the landlord's consent to assign such lease following completion of the APA. The buyer of the Enterprise Business will be responsible for the costs associated with the transfer of the lease and the occupation of the property by the Enterprise Business prior to such transfer.

The Disposal

The Continuing Group currently occupies part of the property at Wokingham leased by ASC Ltd (the "Wokingham Property"). The lease will be retained by ASC Ltd but the Continuing Group will continue to occupy the Wokingham Property under licence on financial terms equivalent to the current arrangements under the current lease. The lease is currently guaranteed by the Continuing Group. The Seller will also provide a further guarantee limited to the costs related to or deriving from the occupation of the Wokingham Property by the Continuing Group, to the extent not encompassed within the existing guarantee or the terms of the licence.

PART III

ADDITIONAL INFORMATION

1. The Company – Incorporation and registered office

The Company was incorporated and registered in England and Wales on 9 April 1986 as a private company limited by shares with the name Spurfame Limited and with the registered number 2008246. Its name was changed to Acal Limited on 20 March 1987. On 22 October 1987, the Company reregistered under the Act as a public company limited by shares with the name Acal plc. The Company is domiciled in the United Kingdom and the registered and head office of the Company is 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford GU2 7AH. The telephone number of the registered office is +44 (0) 1483 544500.

2. Major shareholders

As at 30 November 2012 (being the last practicable date prior to the publication of this document), in so far as it is known to the Company, the name of each person, who holds voting rights (within the meaning of Chapter 5 of the Disclosure and Transparency Rules as incorporated by reference under the Articles) representing 3 per cent. or more of the total voting rights in respect of the Ordinary Shares, are as follows:

		Percentage of
	Number of	issued ordinary
	Ordinary Shares	share capital
	as at	as at
	30 November	30 November
	2012	2012
Aberforth Partners	4,747,798	16.67
Henderson Global Investors	3,105,633	10.90
M&G Investment Management Ltd	2,540,418	8.92
Curry Family Holding	2,443,500	8.58
Unicorn Asset Management	1,642,735	5.77
Legal & General Investment Management Ltd	1,533,637	5.38
Laughton Family Holding	1,293,775	4.54
Herald Investment Management	1,264,992	4.44

The Company has received no notifications of any changes to this information since the above date.

3. Interests in Ordinary Shares of the Related Parties

The Related Parties do not have any beneficial holding of Ordinary Shares.

4. Service contracts of the Related Parties

Robert Hall

Mr Hall entered into a service agreement with ASC Ltd on 9 January 2009 in respect of his appointment as Managing Director of ASC Ltd. The agreement is terminable by either party on six months' written notice and ASC Ltd has the right to make a payment in lieu of notice. Mr Hall's current basic salary (which is reviewable annually in April) is £95,000 per annum. He is entitled to become a member of the Acal pension scheme or for ASC Ltd to make contributions of 4 per cent. of his gross monthly salary into a personal pension scheme. ASC Ltd is required to pay premiums for family membership of a medical insurance scheme and for life assurance and also provides Mr Hall with a fully expensed laptop and mobile telephone. He is entitled to the reimbursement of out of pocket expenses incurred in the course of his duties and to 25 days holiday in each year.

Mark Hesketh

Mr Hesketh entered into a service agreement with ASC Ltd on 9 January 2009 in respect of his appointment as finance director of ASC Ltd. The agreement is terminable by either party on six months' written notice and ASC Ltd has the right to make a payment in lieu of notice. Mr Hesketh's current basic salary (which is reviewable annually in April) is £95,000 per annum. He is entitled to become a member of the Acal Pension Scheme or for ASC Ltd to make contributions of 4 per cent. of his gross monthly salary into a personal pension scheme. ASC Ltd is required to pay premiums for family membership of a medical insurance scheme and for life assurance and also provides Mr Hesketh with a fully expensed laptop and mobile telephone. He is entitled to the reimbursement of out of pocket expenses incurred in the course of his duties and to 25 days holiday in each year.

George Buchan

Mr Buchan entered into a service agreement with ASC Ltd on 9 January 2009 in respect of his appointment as Divisional Chairman of ASC Ltd. The agreement is terminable by either party on six months' written notice and ASC Ltd has the right to make a payment in lieu of notice. Mr Buchan is entitled to a basic salary (which is reviewable annually in April) currently of £47,500 per annum. His salary is paid by reference to the time which he incurs when working for ASC Ltd. Mr Buchan is currently due a payment of salary equal to approximately £5,600 for the time which he has spent on business for ASC Ltd since October 2011. He is entitled to become a member of the Acal pension scheme or for ASC Ltd to make contributions of 4 per cent. of his gross monthly salary into a personal pension scheme. ASC Ltd is required to pay premiums for family membership of a medical insurance scheme and for life assurance and also provides Mr Buchan with a fully expensed laptop and mobile telephone. He is entitled to the reimbursement of out of pocket expenses incurred in the course of his duties and to 12.5 days holiday in each year.

5. Prior transactions with the Related Parties

Pursuant to letters dated 27 March 2012, Acal agreed that bonuses would be paid to each of Mark Hesketh, Robert Hall and George Buchan of the ASC Management Team if there was a trade sale of the Supply Chain Division in modular parts rather than as a whole. Payment of the bonuses would be made upon completion of the relevant sale and would be conditional upon the continued employment of the relevant individual up to the date of sale. Mr Hesketh and Mr Hall will be entitled, if these conditions are met, to receive a bonus each of £31,667 (subject to deduction of PAYE and national insurance contributions). Such bonuses will not be payable as a result of the Disposal, but may be paid in the future. Mr Buchan has confirmed that he will not seek any such bonus payment.

6. Material contracts

Set out below is a summary of each contract (other than contracts entered into in the ordinary course of the Group's business) entered into by any member of the Group (i) during the two years immediately preceding the date of publication of this document and which is material or (ii) which contains any provisions under which any member of the Group has any obligation or entitlement which is material to the Group as at the date of such publication.

Contracts entered into as a result of the Disposal

The Company has entered into or agreed to enter into the Disposal Agreement, the APA, the Transitional Services Agreement and the deed relating to the B Shares together with the contracts relating to certain properties and other assets of ASC Ltd. Further details of these contracts are set out in Part II of this document.

Hectronic

On 31 May 2011 ("Hectronic Completion Date"), pursuant to an agreement ("Hectronic Agreement") between Acal BFi Nordic AB a wholly owned subsidiary of the Company ("Acal Nordic") and the shareholders ("Hectronic Sellers") of Hectronic AB ("Hectronic"), Acal Nordic agreed to acquire the entire issued share capital of Hectronic. The consideration paid to the majority shareholder of Hectronic, Verdane Capital III AS ("Verdane"), was SEK 12,105,740 (£1.2 million) ("Hectronic Purchase Price") and no part of the consideration was required to be made to the other shareholders of Hectronic.

The Hectronic Agreement contained warranties, which have now expired, on an indemnity basis from the Hectronic Sellers in relation to title to the sale shares, capacity and authority and warranties on an indemnity basis from Verdane in relation to the Hectronic business, finances, records, agreements, insurance employees, litigation, compliance, tax, intellectual property, real property, information and changes since 31 December 2010.

MTC

On 4 October 2011 ("MTC Completion Date"), pursuant to an agreement ("MTC Agreement") between Acal Electronics Holdings Limited, a wholly owned subsidiary of the Company ("Acal Electronics"), the shareholders of MTC Micro Tech Components GmbH ("MTC") and the shareholder of EMC Innovation Co. Ltd ("EMCI"), Acal Electronics agreed to acquire the entire issued share capital of MTC and EMCI.

The consideration paid on completion by Acal Electronics was €2.4 million subject to a working capital adjustment, which was calculated as a further €0.2 million and was paid in November 2011. A further €1.1million is payable in January 2013 subject to the business achieving agreed EBIT targets over the periods to 31 December 2011 and 31 December 2012.

The MTC Agreement contains a full set of warranties in respect of MTC and EMCI to Acal Electronics. Any claims for breach of the warranties contained in the MTC Agreement is limited to the MTC Purchase Price. Any claims for breach of the warranties relating to shareholder structure contained in the MTC Agreement must be notified within 10 years of the MTC Completion Date and any claims for breach of the other warranties must be notified within 2 years of the MTC Completion Date. The maximum liability for breach of warranty is the MTC Purchase Price.

Compotron

On 12 January 2011 ("Compotron Completion Date"), pursuant to an agreement ("Compotron Agreement") between Acal BFi Germany GmbH, a wholly owned subsidiary of the Company ("Acal Germany"), BW-Holding GmbH, the shareholder of Compotron GmbH ("Compotron"), and Werner Brack and Brigitte Lohmaier as guarantors ("Guarantors"), Acal Germany agreed to acquire the entire issued share capital of Compotron. The total consideration was €6.8 million subject to a working capital adjustment, of which €6.2 million was paid immediately and €0.6 million was paid in April 2011. In addition, up to €1.7 million further consideration was payable dependent on the business achieving agreed performance targets for the years ending 31 December 2011 and 31 December 2012. By a letter dated 27 March 2012, Acal agreed to guarantee the earn out of €850,000 relating to performance targets for the year ended 31 December 2012, Subsequently it has been confirmed that the performance targets have been met and the maximum further consideration of €1.7 million is now payable in January 2013.

The Compotron Agreement contains a full set of warranties to Acal Germany, including a tax warranty given on an indemnity basis. Any claims for breach of the non-tax warranties contained in the Compotron Agreement must be made by Acal Germany within 2 years of the Compotron Completion Date and any claims for breach of the tax warranties must be made within 5 years of the Compotron Completion Date. The maximum aggregate liability of the Seller for breach of warranty is limited to €6.8 million.

7. No significant change

There has been no significant change in the financial or trading position of the Group since 30 September 2012, being the date to which the last unaudited interim financial statements of the Group, were prepared.

8. Consent

Oriel Securities has given and not withdrawn its written consent to the inclusion in this document of the references to its name in the form and context in which they appear.

9. General

No incorporation of website information

The website of the Company is www.Acalplc.co.uk and this document is available on that website. Except to the extent expressly stated in this document, information on that website, any website mentioned in this document or any website directly or indirectly linked to those websites has not been verified and does not form part of this document and Shareholders should not rely on it.

10. Documents available for inspection

Copies of the following documents will be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of the Company, which is located at 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford GU2 7AH and at the offices of Charles Russell LLP at 5 Fleet Place, London, EC4M 7RD until the General Meeting and will also be available for inspection at the General Meeting for at least 15 minutes prior to and during the meeting:

• 1. the Articles of Association of Acal;
• 1. the annual report and accounts of Acal for each of the three financial years ended 31 March 2010, 31 March 2011 and 31 March 2012;
• 1. the interim results for the six month periods ended 30 September 2011 and 30 September 2012 respectively;
• 1. the consent referred to in paragraph 8 above;
• 1. the Disposal Agreement, the Transitional Services Agreement and the APA; and
• 1. this document.

Dated: 7 December 2012

PART IV

DEFINITIONS

''Acal'' or the ''Company''	Acal plc, a public limited company, incorporated and registered in England (registered number 2008246)
''Acal Group'' or the ''Group''	Acal and its subsidiary undertakings
''Acal Shares'' or "Ordinary Shares"	the ordinary shares of 5p each in the capital of the Company
"Additional Consideration"	the additional consideration payable in certain circumstances on a disposal of ASC Ltd or its business following Completion subject to a cap of £9.0m
"APA"	the asset purchase agreement dated 4 December 2012 pursuant to which ASC Ltd has agreed to transfer the Enterprise Business to the Continuing Group
"ASC Ltd"	Acal Supply Chain Limited, a subsidiary of the Company
"ASC Management Team"	the directors of ASC Ltd being Robert Hall, Mark Hesketh and George Buchan together with Jonathan King and certain other employees of ASC Ltd
"B shares"	non-voting B Ordinary Shares of 0.01p each in Acal Supply Chain Holdings Limited
''Circular''	this document detailing the terms of the Disposal
"Completion"	completion of the Disposal
"Consideration"	the proceeds received for the Disposal (other than the Additional Consideration)
"Continuing Group"	Acal plc and its subsidiaries and subsidiary undertakings excluding the UK Parts Business
"CREST''	the UK based system for the paperless settlement of trades in listed securities in respect of which Euroclear is the operator
''CREST Proxy Instruction''	the form of appointment of proxy to vote through CREST
''Directors'' or ''Board''	the Directors of the Company listed on page 6 of this document
''Disclosure and Transparency Rules''	the disclosure rules and transparency rules made by the Financial Services Authority pursuant to Part VI of the Financial Services and Markets Act 2000, as revised from time to time
"Disposal"	the disposal of the UK Parts Business
"Disposal Agreement"	the share purchase agreement for the sale of all the issued shares in ASC Ltd to the Purchaser dated 5 December 2012
"Electronics Division"	the Company's division which focuses on the specialist supply of electronic technologies and products
"Enterprise Business"	the business providing parts, support and services to both the OEM and maintenance markets to be retained by the Continuing Group
''Euroclear'	Euroclear UK & Ireland Limited

''Form of Proxy''	the pre-paid form of proxy for use at the General Meeting which accompanies this document
"General Meeting''	the general meeting of Acal convened for the purpose of considering the Resolution to be held on 3 January 2013 (or any adjournment of it), notice of which is set out in Part V of this document
''Listing Rules''	the listing rules of the UKLA under the Financial Services and Markets Act 2000
''London Stock Exchange''	London Stock Exchange plc
"OEM"	original equipment manufacturer
"Purchaser"	JCCO 313 Limited, a company established by the ASC Management Team
"Related Parties"	those members of the ASC Management Team who are directors of ASC Ltd
''Resolution''	the resolution set out in the notice of the General Meeting
"Seller"	Acal Supply Chain Holdings Limited
''Shareholders''	the existing holders of Ordinary Shares
"Supply Chain Division"	the Company's division which focuses on logistics and supply chain services
"Transitional Services Agreement"	the transitional services agreement to be entered into by the Continuing Group and ASC Ltd on completion of the APA
"TUPE"	the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended)
''UK'' or ''United Kingdom''	the United Kingdom of Great Britain and Northern Ireland
"UK Parts Business"	the new and refurbished parts and outsourcing business of ASC Ltd
''UKLA''	the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000

PART V

ACAL PLC

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Acal plc (the ''Company'') will be held at the offices of the Company at 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford, Surrey, GU2 7AH on 3 January 2013 at 11.00 a.m. for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

1. THAT:

• 1.1 the proposed disposal by Acal Supply Chain Holdings Limited of the entire issued share capital of Acal Supply Chain Limited on the terms and subject to the conditions of the Disposal Agreement (as defined and/or summarised in the circular to the members of Acal plc dated 7 December 2012 (the "Circular") of which the notice convening this meeting forms part) and the related and ancillary documents including those referred to in the Circular (together the "Disposal Documents") be approved; and
• 1.2 the directors of Acal plc and/or of any member of the Acal Group (as defined in the Circular) (or any duly authorised committee thereof) be authorised to take all such steps, and execute all such documents, and to agree all such variations and amendments to the Disposal Documents as they may in each case, in their absolute discretion, consider necessary or desirable to implement and give effect to, or otherwise in connection with, the Disposal (as defined in the Circular) and any matter incidental to the Disposal provided that, in the case of any variations and amendments to the Disposal Documents, such variations and amendments are not material.

2 Chancellor Court Gary Shillinglaw Occam Road Company Secretary Company Secretary Surrey Research Park Guildford Surrey GU2 7AH

Date: 7 December 2012

Notes

• 1. A member of the Company entitled to attend, speak and vote at the meeting convened by the notice set out above may appoint a proxy to exercise all or any of his rights to attend, speak and vote at the meeting on his/her behalf. A proxy need not be a member of the Company. A member is entitled to appoint a proxy of his own choice. A member may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to different shares held by the member. To appoint more than one proxy you should contact Equiniti's shareholder helpline on 0871 384 2001 from within the UK (or +44 121 415 7047 from outside the UK). Calls to this number cost 8p per minute from a BT landline, other providers' costs may vary. Lines open 8.30 a.m. to 5.30 p.m., Monday to Friday.
• 1. To be valid, Forms of Proxy must be received by post or (during normal business hours only) by hand at the offices of the Company's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA not later than 11.00 a.m. on 31 December 2012 and must be accompanied by any power of attorney or other authority. The Form of Proxy is enclosed.
• 1. Completion and return of a Form of Proxy will not prevent a member from attending and voting at the meeting in person should he wish to do so.
• 1. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 (''nominated persons''). Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their

Registered office: by order of the Board

behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such agreement to give instructions to the person holding the shares as to the exercise of voting rights.

• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting to be held on 3 January 2013 and any adjournment(s) thereof by using the procedures described in the CREST Manual which can be viewed at www.euroclear.com/CREST. CREST Personal Members, sponsored CREST members and CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action for them.
• 1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (IDRA19) by 11.00 a.m. on 31 December 2012. The time of receipt of the instruction will be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which Equiniti is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the proxy another way.
• 1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will apply to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by a particular time. CREST members and, where applicable, their CREST sponsors or voting service providers should refer to the sections of the CREST Manual concerning practical limitations of the CREST system and timings.
• 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertified Securities Regulations 2001.
• 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that to be entitled to attend and vote at the General Meeting or any adjournment thereof (and for the purposes of determining the number of votes that may be cast) a person must be entered on the Company's register of members at 6.00 p.m. on 31 December 2012 (or, in the case of an adjourned meeting, 6.00 p.m. on the day which is 2 business days before the time of the adjourned meeting). Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the General Meeting or any adjourned meeting (as the case may be).
• 1. As at 6 December 2012 (being the last business day prior to the publication of this Notice) the Company's issued share capital consists of 28,479,804 shares carrying one vote each. Therefore the total voting rights in the Company as at 6 December 2012 are 28,479,804.
• 1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. In the case of joint holders, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
• 1. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
• 1. Members who wish to communicate with the Company in relation to the meeting should do so using the following means: (i) by writing to the Group Company Secretary at the registered office address or (ii) by writing to the Company's registrars, Equiniti, at Aspect House, SpencerRoad, Lancing, West Sussex, BN99 6DA. No other methods of communication will be accepted. In particular you may not use any electronic address provided either in this notice of meeting or in any related documents to communicate with the Company for any purposes other than those expressly stated.
• 1. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at www.Acalplc.co.uk.