REGENERSIS PLC. (Incorporated in England and Wales with registered number )

Transcription

1 THIS CIRCULAR AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this circular and/or as to the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant, or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom or, if not, another appropriately authorised independent financial adviser. If you sell or have sold or otherwise transferred all of your Existing Ordinary Shares, please immediately forward this circular, together with the accompanying Form of Proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. This circular and any accompanying documents should not be sent or transmitted in or into, any jurisdiction where to do so might constitute a violation of local securities law or regulations including, but not limited to, any Restricted Jurisdiction. This circular does not constitute an offer to buy, acquire or subscribe for (or the solicitation of an offer to buy, acquire, or subscribe for) Ordinary Shares or an offer to buy, acquire or subscribe for (or the solicitation of an offer to buy, acquire, or subscribe for) the New Ordinary Shares. This circular does not constitute an offer of transferable securities to the public within the meaning of Section 102B of FSMA and is not, and is not required to be, a prospectus or equivalent document for the purposes of the Prospectus Rules and has not been prepared in accordance with the Prospectus Rules. Accordingly, this circular has not been, and will not be, reviewed or approved by the FCA as the competent authority pursuant to sections 85 and 87 of FSMA, the London Stock Exchange, any securities commission or any other authority or regulatory body. In addition, this circular does not constitute an admission document drawn up in accordance with the AIM Rules for Companies. This circular cannot be relied on for any investment contract or decision. REGENERSIS PLC (Incorporated in England and Wales with registered number ) Placing of 28,986,000 Ordinary Shares at a price of 345 pence per share Acquisition of Blancco Oy Ltd and Notice of General Meeting PANMURE GORDON Nominated Adviser and Joint Broker CENKOS SECURITIES Joint Broker This circular should be read as a whole. Your attention is drawn in particular to the letter from the Chairman which is set out in Part I of this circular and, in particular, to paragraph 14 which contains the unanimous recommendation from the Directors that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting referred to below. Notice of a General Meeting of Regenersis plc to be held at a.m. (London time) on 16 April 2014 at the offices of Herbert Smith Freehills LLP at Exchange House, Primrose Street, London EC2A 2EG is set out at the end of this circular. A Form of Proxy for use at this General Meeting is enclosed. To be valid, the Form of Proxy should be completed, signed and returned in accordance with the instructions printed thereon to the Company's registrar, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible but in any event so as to arrive not later than a.m. on 14 April 2014 together with any power of attorney or other authority (or a notarially certified copy thereof) under which it is signed. Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting in person at the General Meeting should they so wish. Panmure Gordon and Cenkos Securities, each of which is authorised by the FCA in the United Kingdom, are acting exclusively for the Company and no-one else in connection with the Placing and will not regard any other person (whether or not a recipient of this circular) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing or any other matter referred to herein. Panmure Gordon's responsibilities as the Company s

2 nominated adviser and joint broker under the AIM Rules for Companies and the AIM Rules for Nominated Advisers and Cenkos Securities' responsibilities as the Company s joint broker under the AIM Rules for Companies are owed to the London Stock Exchange and the Company and not to any other person. No representation or warranty, express or implied, is made by Panmure Gordon or Cenkos Securities as to any of the contents of this circular. The New Ordinary Shares have not been and will not be registered under the US Securities Act or under the applicable state securities laws of the United States or any other Restricted Jurisdiction. The New Ordinary Shares have not been and may not be, directly or indirectly, offered, sold, taken up, delivered or transferred in or into the any of the Restricted Jurisdictions. The Existing Ordinary Shares are admitted to trading on AIM, a market operated by the London Stock Exchange. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the UK Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Application will be made to the London Stock Exchange for the Placing Shares and the Consideration Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 17 April The New Ordinary Shares will, when issued, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares by reference to record dates falling after their date of issue and otherwise rank pari passu in all respects with the Existing Ordinary Shares, save that they will not entitle the holder to receive the interim dividend of 1.32 pence per ordinary share in respect of the six months to 31 December 2013 declared on 17 March 2014 but not yet paid. No person has been authorised to give any information or make any representation and, if given or made, such information or representation must not be relied upon as having been so authorised by the Company, the Directors, Panmure Gordon or Cenkos Securities. In particular, the content of the Company's website does not form part of this circular and Shareholders and prospective shareholders should not rely on it. If you hold your Existing Ordinary Shares in uncertificated form (that is, in CREST) you may vote using the CREST electronic proxy appointment service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of General Meeting set out at the end of this circular). Proxies submitted via CREST must be received by the Company's agent (Computershare Investor Services PLC) by no later than a.m. on 14 April 2014 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting). Completion and return of the Form of Proxy or use of the CREST proxy voting service will not preclude you from attending and voting at the General Meeting should you so wish. Copies of this circular are available free of charge on the Company s website and up to the date of the General Meeting from 4 th Floor, 32 Wigmore Street, London, United Kingdom, W1U 2RP 2

3 TABLE OF CONTENTS Page Directors and Advisers 4 Placing Statistics and Exchange Rates 5 Expected Timetable of Principal Events 6 Definitions 7 Part I Letter from the Chairman 9 Part II Additional Information 16 Notice of General Meeting 19 3

4 DIRECTORS AND ADVISERS Directors Matthew Peacock (Executive Chairman) Jog Dhody (Chief Financial Officer) Tom Russell (Executive Director) Michael Peacock (Non-Executive Director) Rob Woodward (Non-Executive Director) all of: 32 Wigmore Street London, W1U 2RP (the registered office of the Company) Company Secretary Prism Cosec Limited 10 Margaret Street London W1W 8RL United Kingdom Nominated Adviser and Joint Broker Joint Broker Legal Advisers to the Company Panmure Gordon (UK) Limited One New Change London EC4M 9AF Cenkos Securities plc 6, 7, 8 Tokenhouse Yard London EC2R 7AS Herbert Smith Freehills LLP Exchange House Primrose Street London EC2A 2EG Legal Advisers to Panmure Gordon K&L Gates LLP & Cenkos Securities One New Change London EC4M 9AF Registrar Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE 4

5 PLACING STATISTICS Placing Price 345 pence Number of Existing Ordinary Shares in issue 49,781,503 Number of Ordinary Shares to be issued pursuant to the Placing 28,986,000 Enlarged Share Capital following completion of the Placing (1) 78,767,503 Percentage of the Enlarged Share Capital represented by the Placing Shares Gross proceeds of the Placing Estimated net proceeds of the Placing 36.8% 100 million 95.8 million (1) Includes the Plac ing Shares but excludes the C onsideration Shares to be issued to Kim Väis änen. The final number of C onsideration Shares to be issued will be finalis ed and announ c ed not later than 16 April EXCHANGE RATES In the circular, references to pounds sterling,, pence and p are to the lawful currency of the United Kingdom and references to euro, and cents are to the lawful currency of the eurozone. Unless otherwise stated, the basis of translation of pounds sterling into euro for the purposes of inclusion in this circular is 1.00/

6 EXPECTED TIMETABLE OF PRINCIPAL EVENTS 2014 Posting of this circular and the Form of Proxy Latest time and date for receipt of Forms of Proxy from Shareholders General Meeting Expected time of announcement of results of the General Meeting Admission effective and dealings in the New Ordinary Shares expected to commence on AIM Expected date for crediting of the Placing Shares in uncertificated form to CREST stock accounts Expected date of dispatch of share certificates in respect of the Placing Shares Notes: 31 March a.m. on 14 April a.m. on 16 April 2.00 p.m. on 16 April 8.00 a.m. on 17 April 8.00 a.m. on 17 April 24 April (1) The dates set out in the Expected Timetable of Principal Events above and mentioned throughout this circular may be adjusted by Regenersis, in which event details of the new dates will be notified to AIM and, where appropriate, to Shareholders. (2) All references to time in this circular are to time in London. 6

7 DEFINITIONS The following definitions apply throughout this circular, unless the context requires otherwise: "2006 Act" the UK Companies Act 2006 "2013 EBIT" Blancco's and its Major Sales Offices' unaudited earnings before interest and tax for the year ended 31 December 2013 "Acquisition" "Admission" "AIM" "AIM Rules for Companies" "AIM Rules for Nominated Advisers" "Blancco" "Blancco Group" "Board" or "Directors "Business Day" "Cenkos Securities" "Company" or "Regenersis " "Consideration Shares" "CREST" "Enlarged Share Capital" "Euroclear UK & Ireland" "Existing Ordinary Shares" "Form of Proxy" "FCA" "FSMA" "General Meeting" "Group" "London Stock Exchange" "Hanover Investors" "Major Sales Offices" the proposed acquisition by the Company of the entire issued share capital of Blancco on the terms set out in the Share Purchase Agreement and as described in this circular the admission to trading on AIM of the New Ordinary Shares which is expected to take place on 17 April 2014 the market of that name operated by the London Stock Exchange the AIM Rules for Companies, as published and amended from time to time by the London Stock Exchange the rules for nominated advisers to AIM companies, as published and amended from time to time by the London Stock Exchange Blancco Oy Ltd Blancco together with its consolidated subsidiaries the directors of the Company from time to time any day (other than a Saturday or Sunday) upon which commercial banks are open for business in London, UK Cenkos Securities plc Regenersis plc the new Ordinary Shares to be issued to Kim Väisänen in part consideration for the sale of his stake in Blancco, as described in paragraph 4.1 of Part II of this circular, and to be valued on the basis of the average middle market quotations for the five business days preceding the date which is two business days prior to completion of the Acquisition the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & Ireland which facilitates the transfer of title to shares in uncertificated form the issued ordinary share capital of the Company immediately following Admission (taking into account the issue of the Placing Shares) Euroclear UK & Ireland Limited, the operator of CREST the existing Ordinary Shares the form of proxy accompanying this circular the Financial Conduct Authority of the United Kingdom the Financial Services and Markets Act 2000 (as amended) the general meeting of Shareholders to be held at the offices of Herbert Smith Freehills LLP at Exchange House, Primrose Street, London EC2A 2EG at a.m. (London time) on 16 April 2014 the Company, together with its subsidiary undertakings London Stock Exchange plc Dauphin Capital LP, Dauphin Ventures Ltd, Hanover General Partner II LP, Hanover Investors Partners IX, LLC, Hanover Investors Management (Cayman) Ltd, Blancco's sales offices in Finland, Germany, the United Kingdom and 7

8 "New Ordinary Shares" "Notice" or "Notice of General Meeting" "OEM" "Official List" "Ordinary Shares" "Panmure Gordon" "Placees" "Placing" "Placing Agreement" "Placing Price" "Placing Shares" "Prospectus Rules" "Resolutions" "Restricted Jurisdiction" "Revolving Credit Facility" "Regenersis Sweden" "Sellers" "Shareholder" the United States of America the Placing Shares and the Consideration Shares the notice of the General Meeting accompanying this circular original equipment manufacturer the daily official list maintained by the FCA the ordinary shares of 0.02 each in the capital of the Company Panmure Gordon (UK) Limited the persons who have conditionally agreed to subscribe for Ordinary Shares in the Placing the conditional placing of the Placing Shares at the Placing Price by Panmure Gordon and Cenkos Securities, as described in Part I of this circular the conditional agreement dated 31 March 2014 between the Company, Panmure Gordon and Cenkos Securities relating to the Placing 345 pence per Placing Share the 28,986,000 new Ordinary Shares which have conditionally been placed with certain institutional and other investors by Panmure Gordon and Cenkos Securities and are to be issued by the Company pursuant to the Placing the rules made by the FCA under Part VI of FSMA in relation to offers of transferable securities to the public and admission of transferable securities to trading on a regulated market the resolutions to be proposed at the General Meeting, the full text of which is set out in the notice of General Meeting at the end of this circular each and any of the United States of America, Australia, Canada, Japan, New Zealand, Russia and the Republic of South Africa and any other jurisdiction where the extension or availability of the Placing would breach any applicable law or regulations the Group's revolving credit facility with HSBC Bank plc in the amount of 30 million, due for repayment in October 2016 a wholly owned indirect subsidiary of the Company incorporated in Sweden with registered number Kim Väisänen, Michael Röchner, Ari Hakkarainen, Marc Gheeraert, Markku Willgren and Thomas Wirth a holder of Ordinary Shares "Share Purchase Agreement" the conditional sale and purchase agreement, dated 31 March 2014, between the Sellers, Regenersis and Regenersis Sweden in respect of the acquisition of Blancco "stock account" "UK Listing Authority" "US Securities Act" an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA the United States Securities Act of 1933, as amended from time to time 8

9 Part I: Letter from the Chairman REGENERSIS PLC (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number ) Directors: Matthew Peacock (Executive Chairman) Jog Dhody (Chief Financial Officer) Tom Russell (Executive Director) Michael Peacock (Non-Executive Director) Rob Woodward (Non-Executive Director) Registered Office: 32 Wigmore Street London, W1U 2RP 31 March 2014 Dear Shareholder, Placing and Acquisition of Blancco Oy Ltd Notice of General Meeting 1. Introduction Regenersis plc has today announced the proposed acquisition of Blancco and controlling stakes in its Major Sales Offices on a cash-free and debt-free basis for a consideration of approximately 60 million ( 49.6 million) comprising approximately 58.7 million ( 48.5 million) in cash and 1.3 million ( 1.1 million) in Consideration Shares. In order to finance the cash element of the consideration, Regenersis has also announced a Placing to raise gross proceeds of 100 million by the issue to Placees of 28,986,000 Placing Shares at 345 pence per Placing Share. The placing was significantly oversubscribed. Blancco is a global market leader by revenue and number of accreditations in the provision of data erasure software, serving major blue chip corporates, government organisations and aftermarket operations and suppliers of telecoms operators and OEMs. Blancco currently has minority interests in certain of its sales offices and is expected to have acquired controlling stakes in its Major Sales Offices immediately prior to completion of the Acquisition. The net proceeds of the Placing (after commission and expenses of the Placing) will be used principally to fund the Acquisition and for general corporate purposes (which may potentially include repayment of certain indebtedness under the Group's Revolving Credit Facility). Further details on the background to the Acquisition are given in sections 2 and 3, below. The Placing Price represents a 3.6 per cent. discount to the closing middle market price of 358 pence per Existing Ordinary Share on 28 March 2014, being the last Business Day before the announcement of the Placing. The Placing is being made by way of a placing with institutional Shareholders and other institutional investors. Further details on the Placing are given in section 5, below. As the allotment and issue of the Placing Shares will exceed the Directors existing authorities to allot Ordinary Shares for cash on a non pre-emptive basis, a General Meeting is being called to seek Shareholders approval to grant new authorities to enable the Directors, inter alia, to complete the Placing and to put in place fresh authorities in respect of the Enlarged Share Capital until the next annual general meeting of the Company. The Placing is therefore conditional (among other things) on the passing of the Resolutions by Shareholders at the General Meeting to be held at a.m. on 16 April Should Shareholder approval of these resolutions not be obtained at the General Meeting, the Placing will not proceed. The Acquisition is conditional on completion of the Placing. If Resolutions 1 and 2 are not passed, the Placing will not proceed and neither will the Acquisition. 9

10 If issued, the Placing Shares are expected to be admitted to trading on AIM at 8.00 a.m. on 17 April The purpose of this letter is to explain to Shareholders the background to, and reasons for, the Acquisition and the Placing and to request the support of Shareholders for the Resolutions. The Notice convening the General Meeting is set out at the end of this circular and a Form of Proxy is also enclosed for you to complete. This letter includes an explanation of the Resolutions. 2. Background to the Acquisition Regenersis is a strategic outsourcing partner to many of the world s leading consumer technology companies. The Board s strategy is to develop the Group's business through a combination of organic growth and strategic acquisitions. This strategy has produced double-digit revenue growth over the last two years and double-digit profit growth over the last three years. The Group is operating a sustained investment programme, as evidenced by the acquisitions undertaken in the last two years, and is actively seeking to pursue a range of acquisition opportunities. In line with the Group's growth strategy, the Acquisition provides an opportunity to complement Regenersis' Advanced Solutions business. The data erasure services market is expected to show strong growth due to the impact of increased regulation in many of the markets in which the Group operates. This includes the draft European General Data Protection Regulation recently approved by the European Parliament and due to come into force in It is expected that this will lead to a higher compliance burden for all companies holding consumer data, both in terms of processes and in terms of documentation and record keeping requirements as well as a new requirement for some companies to have a permanent data protection officer. The Group expects that, in the event of data protection breaches, many of its core customers will also face an increased risk of liability arising from the changing regulatory framework (which contemplates sanctions including fines levied at up to 5 per cent. of annual worldwide turnover) and exposure to potentially significant reputational damage. As such, the Board believes that data erasure services present very significant growth opportunities given (amongst other positive trends) the anticipated implementation of the draft General Data Protection Regulation across Europe. 3. Acquisition of Blancco Founded in 1997 and headquartered in Finland, Blancco is a leading player in the data erasure market, with a comprehensive set of third party accreditations and an overall superior portfolio of data erasure solutions. The Blancco Group has approximately 130 employees and its key customers include major blue chip corporates, government organisations and aftermarket operations and suppliers of telecoms operators and OEMs. The Blancco Group's Major Sales Offices are located in Finland, Germany, the United Kingdom and the United States and it has additional sales offices in Australia, Canada, France, Italy, Japan, Malaysia, Mexico, Russia and Sweden. Blancco currently has minority interests in certain of its sales offices and is expected to have acquired controlling stakes in its Major Sales Offices immediately prior to completion of the Acquisition. Blancco's software development team and methodologies are of a high quality and its cloud based technical infrastructure is scalable. The Board believes that Blancco s track record, reputation, client list, accreditation list, solutions portfolio, and software and IT competencies represent a compelling offering in a market that is expected to show strong growth. The Board also believes that data erasure represents (increasingly as new rules come into force) a large corporate risk but a very small cost. Blancco's strong market position in this field is likely to become increasingly valuable as clients seek credible options. Blancco's revenues have shown consistent growth at a compound annual rate of approximately 25 per cent. over the last five years. In the year ended 31 December 2012, Blancco and its Major Sales Offices generated revenue of approximately 10.9 million and EBIT of approximately 3.8 million. In the year ended 31 December 2013, Blancco and its Major Sales Offices generated revenue of approximately

11 million (unaudited, based on management accounts) and EBIT of approximately 4.3 million (unaudited, based on management accounts). As at 31 December 2013, Blancco had net assets of 5.7 million (unaudited, based on management accounts) before fair value adjustments. The Board believes that the acquisition of Blancco will provide: a new channel for device recommerce (because instances of data erasure typically occur directly before the sale and re-marketing of an end of life device); a new way to leverage the Regenersis global sales team and its relationships with major global mobile operators and OEMs, supplementing a locally-driven sales approach; and a one stop solution to Regenersis' existing repair clients for accredited repair/ refurbishment and erasure solutions. The Board believes that these factors will enable the Group to achieve improvements in operating margin and enhance the Group's long term growth prospects. The consideration for the Acquisition of approximately 60 million values Blancco and its Major Sales Offices at a multiple of approximately 14x unaudited 2013 EBIT. Blancco has agreed to acquire or will exercise a right to acquire a majority interest in each of the Major Sales Offices prior to completion of the Acquisition. The consideration payable for the Acquisition will reflect a negative adjustment for un-owned interests in sales offices immediately prior to completion of the Acquisition. Please see the summary of the Share Purchase Agreement at paragraph 4.1 of Part II of this circular for further details. Blancco's CEO, Kim Väisänen, will be retained within Regenersis following the Acquisition as Head of Software as a Service. Mr Väisänen has elected to receive new Ordinary Shares, in an amount representing 2.13 per cent. of the initial consideration for the Acquisition, in exchange for the consideration payable to him for 5 per cent. of his stake in Blancco (with the remainder of the consideration due to him being payable in cash). Mr Väisänen's resulting stake in Regenersis is expected to represent approximately 0.4 per cent. of the Enlarged Share Capital and he has undertaken not to dispose of this interest in the Ordinary Shares for twelve months following completion of the Acquisition. 4. Revolving Credit Facility As of 31 December 2013, approximately 18.1 million was drawn under the Group's Revolving Credit Facility. The Revolving Credit Facility is due to be repaid in full in October Given the Group's historic low level of net debt, the Revolving Credit Facility has generally been used to provide significant funding to undertake investment and mergers and acquisitions activity. In order to preserve the Group's operational flexibility going forward, the Board may take the decision to use a portion of the net proceeds of the Placing to repay indebtedness outstanding under the Revolving Credit Facility. 5. Terms of the Placing 5.1 Structure The Placing is not a rights issue or open offer and the Placing Shares have not been and will not be offered generally to Shareholders on a pre-emptive basis. The Directors have given consideration as to the best way to structure the proposed equity fundraising, having regard to, inter alia, current market conditions, the level of the Company s share price, the current composition of the Company s share register and the importance of pre-emption rights to Shareholders. The Board strongly believes that raising equity finance using the flexibility provided by a non-preemptive placing is the most appropriate fundraising structure for the Company at this time. The Placing allows both existing institutional investors and new institutional investors to participate whilst avoiding the need for a prospectus which, if required, would give rise to significant cost and timing implications in terms of the Group's ability to proceed with the Acquisition. The Placing Price represents a 3.6 per cent. discount to the closing middle market price of 358 pence per Existing Ordinary Share on 28 March 2014, the last business day before the announcement of the Placing. 11

12 5.2 Principal terms of the Placing The Company is proposing to raise gross proceeds of approximately 100 million ( 121 million) pursuant to the Placing through the issue of the Placing Shares. The Company has conditionally placed 28,986,000 Placing Shares at the Placing Price with institutional Shareholders and other institutional investors pursuant to the Placing. The Placing will result in the issue of 28,986,000 Ordinary Shares (representing, in aggregate, approximately 36.8 per cent. of the Enlarged Share Capital). The Placing Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares and therefore rank equally for all dividends or other distributions declared, made or paid after the date of issue of the Placing Shares, save that they will not entitle the holder to receive the interim dividend of 1.32 pence per ordinary share declared on 17 March 2014 in respect of the six months to 31 December 2013, which will be paid on 13 June No temporary documents of title will be issued. Following the issue of the Placing Shares, Shareholders will undergo a dilution of 36.8 per cent. to their interests in the Company as a result of the Placing. The Placing has been made outside the United States in "offshore transactions" within the meaning of and pursuant to Regulation S under the US Securities Act. Under the Placing Agreement, the Company has appointed Panmure Gordon and Cenkos Securities as its agents in connection with the Placing to use their respective reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. Further terms of the Placing Agreement are set out in section 4 of Part II of this circular. 5.3 Other information relating to the Placing As the issue and allotment of the Placing Shares will exceed the Directors existing authorities to allot shares for cash on a non pre-emptive basis, the General Meeting is being called to seek Shareholders approval to grant new authorities to enable the Directors, inter alia, to complete the Placing. The Placing is conditional, inter alia, upon: i. the passing of Resolutions 1 and 2 at the General Meeting; ii. the Placing becoming unconditional in all respects (other than Admission) and not having been terminated in accordance with its terms; and iii. admission of the Placing Shares becoming effective by not later than 8.00 a.m. on 17 April 2014 (or such later time and/or date as the Company, Panmure Gordon and Cenkos Securities may agree, not being later than 30 April 2014). Accordingly, if any of such conditions are not satisfied, or, if applicable, waived, the Placing will not proceed. 6. Directors' interests The Directors have irrevocably undertaken to vote (or procure that their relevant connected persons, including Hanover Investors in the case of Matthew Peacock and Tom Russell, vote) in favour of Resolutions 1 to 4 to be proposed at the General Meeting in respect of their entire beneficial holdings of Ordinary Shares, which amount to per cent. of the current issued Ordinary Share capital. Immediately following Admission, it is expected that the Directors (together with their respective connected persons) will be interested in the Ordinary Shares of the Company as set out in section 3 of Part II of this circular. 7. Interim Results On 17 March 2014, the Group released its interim results for the half year ended 31 December For further information, please see the Group's interim results announcement published on 17 March 2014, a copy of which is available on the Group's website at 12

13 Financial highlights for the interim period included: an 11 per cent. increase in revenue (17 per cent. at constant currency rates) to 99.7 million from 90.2 million for the six months ended 31 December 2012; a 21 per cent. increase in Group headline operating profit 1 before corporate costs to 6.8 million from 5.6 million for the six months ended 31 December 2012, with an improved Group headline operating profit margin before corporate costs of 6.8 per cent., increasing from 6.2 per cent for the six months ended 31 December 2012; headline operating profit after corporate costs in line with the same period last year at 4.6 million, the significant increase in corporate costs having been to manage the anticipated increase in its revenue growth curve; continued investment in capital expenditure and research and development which increased to 2.2 million, up 47 per cent. from 1.5 million for the six months ended 31 December 2012; headline operating cash flow 2 of 2.7 million ( 4.4 million for the six months ended 31 December 2012), with headline cash conversion of 59 per cent. (96 per cent. for the six months ended 31 December 2012) being lower than previous periods primarily due to working capital investments made in the rapidly growing Advanced Solutions division; and an increase in net debt to 13.8 million, up from 1.9 million for the year ended 30 June 2013 and 7.7 million for the six months ended 31 December 2012, primarily as a result of acquisitions and working capital investments made in the Advanced Solutions division. 8. Current trading and prospects The Group's trading for the period since 31 December 2013 remains in line with market expectations for the year ending 30 June The Board expects that profit growth in the second half of the current financial year will come primarily from the Group's Emerging Markets and Advanced Solutions divisions. The Board believes that opportunities for growth, both organically and by acquisition, remain strong. 9. Use of proceeds The Placing is expected to raise gross proceeds of up to approximately 100 million (before commission and the expenses of the Placing). The net proceeds of approximately 95.8 million will be used to fund the Acquisition and for general corporate purposes (which may include repayment of certain indebtedness under the Group's Revolving Credit Facility). 10. Application for Admission Applications will be made to the London Stock Exchange for the Placing Shares and the Consideration Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings for normal settlement in the New Ordinary Shares on AIM will commence at 8.00 a.m. on 17 April General Meeting A notice convening a general meeting of the Company, to be held at the offices of Herbert Smith Freehills LLP at Exchange House, Primrose Street, London EC2A 2EG at a.m. (London time) on 16 April 2014 is set out at the end of this circular. At the General Meeting, the following resolutions will be proposed: 1 Headline operating profit excludes exceptional restructuring costs, exceptional deal costs, amortisation and impairment of acquired intangible assets and share-based payments. 2 Headline operating cash flow excludes exceptional deal and other exceptional restructuring costs. 13

14 1. an ordinary resolution to grant authority to the Directors to allot 28,986,000 Ordinary Shares in the capital of the Company or to grant rights to subscribe for or convert any security into shares in the capital of the Company pursuant to section 551 of the Act, being up to an aggregate nominal amount of 579,720. The Directors will limit this authority to the allotment of Ordinary Shares pursuant to the Placing and the authority will expire at the conclusion of the Annual General Meeting of the Company to be held in 2014; 2. conditional on the passing of Resolution 1 above, a special resolution to disapply the statutory preemption rights contained in section 561(1) of the Act in respect of the allotment for cash of up to 28,986,000 Ordinary Shares with an aggregate nominal amount of up to 579,720. The Directors will again limit this authority to the allotment of Ordinary Shares pursuant to the Placing and the authority will expire at the conclusion of the Annual General Meeting of the Company to be held in 2014; 3. conditional on the passing of Resolutions 1 and 2 above, an ordinary resolution to grant a general authority to the Directors to allot up to 7,876,750 Ordinary Shares in the capital of the Company or to grant rights to subscribe for or convert any security into shares in the capital of the Company pursuant to section 551 of the Act, being up to an aggregate nominal amount of 157,535. This authority, which will represent approximately ten per cent. of the Enlarged Share Capital, is proposed to replace the authority granted at the Company's last Annual General Meeting and will expire at the conclusion of the Annual General Meeting of the Company to be held in 2014; and 4. conditional on the passing of Resolution 3 above, a special resolution to disapply the statutory preemption rights contained in section 561(1) of the Act in respect of the allotment for cash of up to 7,876,750 Ordinary Shares with an aggregate nominal amount of up to 157,535. This authority, which will represent approximately ten per cent. of the Enlarged Share Capital, is proposed to replace the authority granted in respect of the disapplication of section 561(1) at the Company's last Annual General Meeting and will expire at the conclusion of the Annual General Meeting of the Company to be held in The Directors and Hanover Investors, in respect of 5,391,191 Existing Ordinary Shares in aggregate representing approximately per cent. of the issued ordinary share capital of the Company, have irrevocably undertaken to vote or procure the voting in favour of Resolutions 1 to 4 above. Resolutions 1 and 3 are proposed as ordinary resolutions and Resolutions 2 and 4 are proposed as special resolutions. 12. Action to be taken by Shareholders 12.1 General Meeting Shareholders will find accompanying this circular a Form of Proxy for use at the General Meeting. Whether or not Shareholders intend to be present at the General Meeting, they are requested to complete, sign and return the Form of Proxy in accordance with the instructions printed on it to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, so as to arrive no later than a.m. on 14 April Completion and return of the Form of Proxy will not affect Shareholders' right to attend and vote in person at the General Meeting if they so wish. Further information regarding the appointment of proxies can be found on page 21 of this circular. In the case of Shareholders who hold their Ordinary Shares in uncertificated form and receive these materials through their broker or other intermediary, the Shareholder should complete and send a letter of direction in accordance with the instructions provided by their broker or other intermediary. In order for the Placing to proceed, Shareholders will need to approve Resolutions 1 and 2 set out in the Notice of General Meeting. If Resolutions 1 and 2 are not passed, the Placing will not proceed, with the result that the anticipated net proceeds of the Placing will not become available to fund the Acquisition and the Acquisition will not proceed. 14

15 Accordingly it is important that Shareholders vote in favour of Resolutions 1 and 2, in order that the Placing, and therefore the Acquisition can proceed. Resolutions 3 and 4 will, if passed, renew the authorities given to the directors at last year s Annual General Meeting held on 20 November 2013 ( AGM ) broadly on the same terms as the equivalent resolutions passed at the AGM. 13. Additional Information Your attention is drawn to the additional information set out in Part II of this circular. 14. Directors' Recommendation The Directors consider the Placing to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting. Shareholders (which include the Directors and Hanover Investors) have irrevocably undertaken to vote, or to procure that votes are cast, in favour of the Resolutions in respect of 5,391,191 Existing Ordinary Shares, in aggregate, representing approximately per cent. of the existing issued ordinary share capital of the Company. Yours faithfully Matthew Peacock Executive Chairman 15

16 Part II: Additional Information 1. Responsibility The Company and the Directors accept responsibility for the information contained in this circular. To the best of the knowledge and belief of the Company and the Directors (which has and who have taken all reasonable care to ensure that such is the case) the information contained in this circular for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. 2. Share Capital The issued share capital of the Company (i) as at the date of this circular and (ii) as it is expected to be after Admission is set out below: Existing Issued and fully paid Immediately following Admission Issued and fully paid Amount Number Amount Number Ordinary Shares of 0.02 each 995,630 49,781,503 1,575,350 78,767, Directors' Interests 3.1 The Directors and their respective functions are set out below: Matthew Peacock (Executive Chairman) Jog Dhody (Chief Financial Officer) Tom Russell (Executive Director) Michael Peacock (Non-Executive Director) Rob Woodward (Non-Executive Director) 3.2 The interests (all of which are beneficial unless stated otherwise) of the Directors and of persons connected with them (within the meaning of Section 252 of the 2006 Act) in the issued ordinary share capital of the Company and the existence of which is known to, or could with reasonable due diligence be ascertained by, any Director (i) as at the date of this circular and (ii) as they are expected to be on Admission are as follows: Number of Existing Ordinary Shares Percentage of existing issued share capital Number of Ordinary Shares following Admission Percentage of Enlarged Share Capital following Admission Matthew Peacock -* -* - - Jog Dhody 405, , Tom Russell -* -* - - Michael Peacock 3, , Rob Woodard 4, , * Matthew Peacock and Tom Russell have an indirect beneficial interest in Ordinary Shares through their association with Hanover Investors Management LLP and Tom Russell has a separate beneficial interest in 38,000 Ordinary Shares. The combined holding of Hanover Investors Management LLP and its connected parties as at 28 March 2014 was 4,978,151 Ordinary Shares, representing approximately 10 per cent. of the issued Ordinary Shares. Following Admission, the combined holding of Hanover Investment Management LLP and its connected parties will represent approximately 6.32 per cent. of the Enlarged Ordinary Share Capital. 16

17 3.3 Following consultation with shareholders, on 14 January 2014, the Company implemented a new incentive and performance arrangement called Incentive Share Plan 3 ("ISP3"), via the award of conditional rights to beneficiaries to acquire Ordinary Shares. Holders of these awards will be entitled to be issued a number of Ordinary Shares (or a cash alternative at the Company's discretion) equal to a percentage of the growth in shareholder value achieved by the Company in the period ending 31 January 2017, above a base value of pence per share. This is subject to conditions set by the Remuneration Committee, with provisions for early vesting in the event of a takeover of the Company or if the average mid-market closing share price for any period of 30 consecutive days commencing after 1 May 2015 is greater than 495 pence. The beneficiaries of these awards include Hanover Investors, Jog Dhody and certain of Regenersis' other employees. As at the date of this circular, the awards made to Directors and their connected persons are: Name Position % of total shareholder value growth allocated to beneficiaries Hanover Investors (1) Executive 7.0% Chairman (2) Jog Dhody CFO 1.25% (1) Hanover Investors is the direct beneficiary of this award; Matthew Peacock and Tom Russell have an indirect interest in this award as a result of their association with Hanover Investors Management LLP. (2) As part of these agreements Hanover Investors Management LLP will provide, under the terms of a service agreement, business and strategic planning advice to Regenersis and also separately Matthew Peacock in the role of Executive Chairman. 3.4 Save as disclosed above, no Director nor their immediate families nor any person connected with a Director within the meaning of Section 252 of the 2006 Act has any interests (beneficial or nonbeneficial) in the share capital of the Company or any of its subsidiaries. 4. Material Contracts 4.1 Share Purchase Agreement Under the terms of the Share Purchase Agreement, the Group has conditionally agreed to acquire the entire issued share capital of Blancco for an initial consideration of approximately 60 million (comprising approximately 58.7 million ( 48.5 million) in cash and approximately 1.3 million ( 1.1 million in Consideration Shares), less net debt and less the buyout cost of un-owned interests in sales offices immediately prior to completion of the Acquisition and on the basis of an agreed level of working capital. The initial consideration is subject to adjustment following completion to address any variations in net debt and working capital and to reflect verification of Blancco's unaudited 2013 EBIT. The consideration payable to the Sellers will be satisfied in cash, subject only to Kim Väisänen having elected to receive new Ordinary Shares in an amount representing 2.13 per cent. of the total consideration for the Acquisition, in exchange for 5 per cent. of his stake in Blancco (with the remainder of the consideration due to him being payable in cash). Mr Väisänen's resulting stake in Regenersis is expected to represent approximately 0.4 per cent. of the Enlarged Share Capital and he has undertaken not to dispose of this interest in the Ordinary Shares for twelve months following completion of the Acquisition. 17

18 The Share Purchase Agreement contains warranties and indemnities in favour of the Group customary for a transaction of this type and contains restrictive covenants given by the Sellers of between 2 and 3 years. 4.2 Placing Agreement 5. Consent Under the terms of a Placing Agreement dated 31 March 2014 made between (1) the Company (2) Panmure Gordon (UK) Limited and (3) Cenkos Securities plc, Panmure Gordon and Cenkos Securities were each appointed as agents of the Company to use their respective reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. Pursuant to the Placing Agreement, the Company has given certain warranties to Panmure Gordon and Cenkos Securities regarding, inter alia, the accuracy of information in this document and an indemnity in favour of Panmure Gordon and Cenkos Securities in respect of, inter alia, losses arising directly or indirectly out of the Placing. The Company has also given customary indemnities to Panmure Gordon and Cenkos Securities under the Placing Agreement. The Placing Agreement is conditional, inter alia, on (a) Admission taking place in respect of the Placing Shares by no later than 8.00 a.m. on 17 April 2014 or such later date as may be agreed by the Company, Panmure Gordon and Cenkos Securities, not being later than 30 April 2014; (b) the passing of the Resolutions at the General Meeting; and (c) the Company complying with all of its obligations under the Placing Agreement. Under the Placing Agreement, the Company has agreed to pay placing commissions to Panmure Gordon and Cenkos Securities and a corporate finance fee to Panmure Gordon for its advice and services to the Company in relation to the Placing, which shall be deducted from the proceeds of the Placing. Each of Panmure Gordon and Cenkos Securities is entitled, in certain limited circumstances, to terminate the Placing Agreement prior to Admission and to the payment of outstanding expenses on such termination. Each of Panmure Gordon and Cenkos Securities has given and not withdrawn its written consent to the issue of this circular with the inclusion herein of the references to its name in the form and context in which it is included. 6. Availability of this circular This circular will be available on the Company s website free of charge in accordance with the requirements of Rule 26 of the AIM Rules for Companies and up to the date of the General Meeting from 4th Floor, Wigmore Street, London, United Kingdom, W1U 2RP. Dated: 31 March

19 REGENERSIS PLC (Incorporated and registered in England and Wales under the Companies Act 1985 with registered no ) NOTICE OF GENERAL MEETING NOTICE IS HEREBY GIVEN that a General Meeting of Regenersis plc ("Regenersis " or the "Company") will be held at the offices of Herbert Smith Freehills LLP at Exchange House, Primrose Street, London EC2A 2EG at a.m. (London time) on 16 April 2014 for the purpose of considering and, if thought fit, passing the following resolutions, of which Resolutions 1 and 3 will be proposed as ordinary resolutions and Resolutions 2 and 4 will be proposed as special resolutions. Resolution 1 That the Directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the 2006 Act to exercise all powers of the Company to allot 28,986,000 Ordinary Shares pursuant to the Placing (as defined in the circular dated 31 March 2014, of which this notice forms part ( Circular )), provided that this authority shall (i) be in substitution for all previous authorities pursuant to section 551 of the 2006 Act and (ii) expire on the date of the next annual general meeting of the Company. Resolution 2 That, conditional on the passing of Resolution 1 above, the Directors be and they are hereby empowered pursuant to Section 570 of the 2006 Act to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash pursuant to the authority conferred by Resolution 1 above as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to the allotment of 28,986,000 Ordinary Shares pursuant to the Placing and shall expire on the date of the next annual general meeting of the Company. Resolution 3 That, conditional on the passing of Resolutions 1 and 2 above, in addition to the authority granted under Resolution 1 for the purposes of the Placing, the directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the 2006 Act to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ( Rights ) up to an aggregate nominal amount of 157,535, provided that this authority shall expire on the date of the next Annual General Meeting of the Company, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require relevant securities to be allotted after such expiry and the directors shall be entitled to allot relevant securities pursuant to any such offer or agreement as if this authority had not expired; and all unexercised authorities previously granted to the directors to allot relevant securities (other than pursuant to Resolutions 1 and 2 above in relation to the Placing) be and are hereby revoked. Resolution 4 That, conditional on the passing of Resolution 3 above, the directors be and they are hereby empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of the Companies Act 2006) for cash pursuant to the authority conferred by Resolution 3 as if section 561(1) of the Companies Act 2006 did not apply to such allotment provided that this power shall be limited to: (i) the allotment of equity securities in connection with an issue or offer of securities in favour of holders of ordinary shares on the register of members at such record date as the directors may determine where the equity securities respectively attributable to the interests of such holders are proportionate (as nearly as may be practicable) to the respective numbers of 19