CH Bailey : Proposed Cancellation, Tender Offer & Notice of GM

The information contained within this announcement is deemed by the Group to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

14 January 2019

C.H. BAILEY PLC

("C.H Bailey" orthe "Group")

Proposed Cancellation of Admission to Trading on AIM

Proposed Capital Reorganisation

Top-Up Offer of up to 1,729,827 Existing Ordinary Shares

Tender Offer to purchase up to 2,316,168 Existing Ordinary Shares

and

Notice of General Meeting

C.H. Bailey plc, the diverse group of businesses, with investments and operations around the world in leisure, property, principally in Tanzania, South Africa and Malta, and a UK engineering business, announces that the Group has decided to seek Shareholders' approval to cancel the admission of the Ordinary Shares to trading on AIM pursuant to Rule 41 of the AIM Rules ("De-Listing").

As part of the De-Listing and in order to rationalise the Company's shareholder base following the De-Listing, the Group proposes to reorganise the existing share capital by Consolidation and, following the Consolidation, to arrange the purchase by Arden, of any Fractional Entitlements held by Shareholders at a price of £1 for each Existing Ordinary Share comprised in such Fractional Entitlement for subsequent Buyback from Arden by the Company.

The £1 payment for each Existing Ordinary Share compromised in any Fractional Entitlements, the Tender Offer Price and the Top-Up Price have each been calculated on the basis of:

• •the 92.50 pence closing mid-market price of an Existing Ordinary Share at 6.00 pm on 11 January 2019, being the last dealing day before the date of this announcement; plus

• •a premium of approximately 8.1% over that closing mid-market price of an Existing Ordinary Share to reflect what the increase in the share price of an Existing Ordinary Share would, theoretically, be if all of the Treasury Shares as at the date of this announcement were to be cancelled and, in each case, then rounded to the nearest 1 penny.

The Group also proposes to offer such Qualifying Top-Up Offer Shareholders who wish to remain as Shareholders after the De-Listing has taken place and who do not want to lose their Fractional Entitlements, the opportunity to increase their shareholdings of Existing Ordinary Shares to the nearest multiple of 10,000 ahead of the Consolidation. Shareholders who do not wish to remain as Shareholders after the De-Listing has taken place will have the opportunity to realise their investment in the Company by accepting the Tender Offer pursuant to which Arden will, conditionally, offer to purchase up to 2,316,168 Existing Ordinary Shares at the Tender Offer Price of £1 per Existing Ordinary Share.

The Consolidation will give rise to a number of Shareholders becoming entitled to only a Fractional Entitlement to a New Ordinary Share. Small Shareholders together with other Shareholders who do not wish to acquire Top-Up Shares and do not wish to tender their Existing Ordinary Shares to the Company shall, following the Consolidation, have their Fractional Entitlements bought by Arden, at a price of £1 for each Existing Ordinary Share comprised in such Fractional Entitlements, for subsequent Buyback from Arden by the Company. Further details of the Consolidation and arrangements for the Fractional Entitlements are set out in the Circular and in the announcement below.

The Directors consider the De-Listing to be in the best interest of Shareholders, after considering, amongst other things, the costs of maintaining trading in the Existing Ordinary Shares on AIM and the limited liquidity in the Existing Ordinary Shares.

The Ordinary Shares will continue to be admitted to trading on AIM, prior to the De-Listing. However, Shareholders should note the timetable and further information below in relation to the Top-Up Offer and the Tender Offer

The Group will today post to Shareholders a circular (the "Circular") in connection with the Proposals containing a notice convening a general meeting of the Group (the "GM") to be held at 2 p.m. on 6 February 2019 at the offices of Squire Patton Boggs (UK) LLP, 7 Devonshire Square, London, EC2M 4YH.

Defined terms used in this announcement have the meaning set out at the end of this announcement and as in the Circular.

Enquiries:

Further information:

Harry Sihra, Company SecretaryC H Bailey Plc

Tel: [phone]

Ciaran Walsh, Maria Gomez De OleaArden Partners plc

Tel: [phone]

EXTRACTS FROM THE CIRCULAR

The following has been extracted without amendment from, and should be read in conjunction with, the

Circular dated 14 January 2019, which will be available shortly from the Group's website:

http://chbaileyplc.co.uk/.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Record Date for the Top-Up Offer1	6.00 pm on 11 January 2019
Determination of Qualifying Top-Up Offer Shareholders and Top-Up Offer Entitlements	6.00 pm on 11 January 2019
Announcement of the Proposals	8.00 am on 14 January 2019
Posting of the Circular, Top-Up Forms, Tender Forms, Forms of Proxy and notice convening the General meeting	14 January 2019
Offer to Qualifying Top-Up Offer Shareholders opens	14 January 2019
Offer to Qualifying Tender Offer Shareholders opens	14 January 2019
CREST Top-Up Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST	14 January 2019
Latest time and date for receipt of Form of Proxy (to be received no later than 48 hours before the General Meeting)	2 pm on 4 February 2019
General Meeting	2 pm on 6 February 2019
Announcement of results of General Meeting	By 5.00 pm on 6 February 2019
De-Listing and cancellation of admission of the Existing Ordinary Shares to trading on AIM	7.00 am on 14 February 2019
Latest time and date for receipt of Tender Forms and Top-Up Forms, TTE/USE instructions and for payment in respect of the Top-Up Offer	1.00 pm on 18 February 2019
Record Date for the Tender Offer	6.00 pm on 18 February 2019
Closing of the Top-Up Offer and transfer by the Company of Top-Up Shares to CREST accounts	7.00 am on 19 February 2019
Closing of the Tender Offer and purchase by Arden of Tender Offer Shares	7.00 am on 19 February 2019
Purchase by Arden of Existing Ordinary Shares representing Fractional Entitlements	7.00 am on 19 February 2019
Off-market purchase by the Company of Existing Ordinary Shares from Arden	7.30 am on 19 February 2019
Cancellation of Existing Ordinary Shares purchased from Arden	7.45 am on 19 February 2019
Record Date for the Consolidation	8.00 am on 19 February 2019
Effective Date for the Consolidation	8.15 am on 19 February
Dispatch of cheques/settlement of CREST payments for Tender Offer Shares	20192019 By 4 March 2019
By 4 March 2019 Dispatch of cheques/settlement of CREST payments for Fractional Entitlements	By 4 March 2019
Dispatch of cheques/settlement of CREST payments for New Ordinary Shares	By 4 March 2019

1.

It is important for Shareholders to note that the Top-Up Offer is only available to Shareholders on the register of members as at 6.00 pm on 11 January 2019 which is the Record Date for the Top-Up Offer and the Top-Up Share Entitlement is calculated by referencing to the shareholding at that time. The Top-Up Offer is not available to individuals who become Shareholders, or to Shareholders whose shareholdings change, after that date.

If any of the above times and/or dates change, the revised times and/or dates will be notified in writing to Shareholders and/or by announcement through a Regulatory Information Service. All times are references to London time.

All events in the above timetable following the General Meeting are conditional, inter alia, upon the approval of the Resolutions.

The De-Listing requires the approval of not less than 75% of the votes cast by Shareholders at the General Meeting.

INTRODUCTION

The Company today announced its proposals:

• •to cancel the admission of its Existing Ordinary Shares to trading on AIM;

• •as part of the De-Listing and in order to rationalise the Company'sshareholder base, to reorganise the existing share capital by Consolidation and, following the Consolidation, to carry out a buyback of Fractional Entitlements held by Shareholders at a price of £1 for each Existing Ordinary Share comprised in such Fractional Entitlements;

• •to offer such Qualifying Top-Up Offer Shareholders who wish to remain as Shareholders after the De-Listing has taken place and who do not want to lose their Fractional Entitlements, the opportunity to increase their shareholdings of Existing Ordinary Shares to the nearest multiple of 10,000 ahead of the Consolidation; and

• •to provide Shareholders who do not wish to remain as Shareholders after the De-Listing has taken place with an opportunity to realise their investment in the Company by accepting the Tender Offer pursuant to which Arden will, conditionally, offer to purchase up to 2,316,168 Existing Ordinary Shares at the Tender Offer Price of £1 per Existing Ordinary Share.

In considering the Proposals, the Directors have reflected on the position of the Shareholders and their possible reasons for investing in the Company. As a result, the Proposals have been created to offer a number of possible options to the Shareholders, irrespective of whether they wish to remain a Shareholder of the Company or not following the De-Listing. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions necessary to implement the Proposals.

This letter sets out the background to and reasons for, and provides further details of, the Proposals including the terms and conditions of, and the procedure for participating in, the Top-Up Offer and Tender Offer, details of which can be found in the accompanying Top-Up Form and Tender Offer Form.

Implementation of the Proposals, including the Top-Up Offer and the Tender Offer, is conditional,inter alia, upon all of the Resolutions being passed at the General Meeting to be held at 2.00 pm on 6 February 2019. The Notice of General Meeting convening the General Meeting at which the Resolutions will be proposed is set out at the end of the Circular.

Shareholders should note that unless all the Resolutions are approved at the General Meeting by the requisite majority, the Proposals will not proceed.

GENERAL BACKGROUND

The Company is proposing the De-Listing for the reasons set out in paragraph 3 of this Part I below. In addition, the Company is proposing to:

• •consolidate its existing share capital because the Company has a share register which includes a significant number of Shareholders holding a very small percentage of the total number of Existing Ordinary Shares. The Consolidation will give rise to a number of Shareholders becoming entitled to only a Fractional Entitlement to a New Ordinary Share. Small Shareholders together with other Shareholders who do not wish to acquire Top-Up Shares and do not wish to tender their Existing Ordinary Shares to the Company shall, following the Consolidation, have their Fractional Entitlements bought by Arden, at a price of £1 for each Existing Ordinary Share comprised in such Fractional Entitlements, for subsequent Buyback by the Company. Further details of the Consolidation and arrangements for the Fractional Entitlements are set out on pages 13 to 14 of the Circular;

• •offer Shareholders who, following the De-Listing, wish to remain as Shareholders and who hold more than 10,000 Existing Ordinary Shares but not an exact multiple of 10,000 Existing Ordinary Shares as at the Record Date for the Top-Up Offer, the opportunity to purchase Top-Up Shares which means that such Shareholders will not lose any Fractional Entitlements upon the Consolidation. Further details of the Top-Up Offer is set out on page 15 of the Circular and in Part II of the Circular; and

• •offer an exit route for Shareholders who, following the De-Listing, do not wish to remain as Shareholders by the means of selling their Existing Ordinary Shares to Arden pursuant to the Tender Offer for subsequent Buyback by the Company. Further details of the Tender Offer is set out on page 16 of the Circular and in Part III of the Circular.

As at the date of this announcement, the Company holds 671,959 Existing Ordinary Shares in the capital of the Company as Treasury Shares. Applications for Top-Up Shares will be satisfied firstly from the Treasury Shares. In the event that applications for Top-Up Shares are received which are in excess of the number of Treasury Shares available then Resolutions 2 and 5 to be proposed at the General Meeting will authorise the Company to issue additional Existing Ordinary Shares in order to satisfy such applications. The Treasury Shares hold the same rights in regards to voting and distribution as the shares currently in circulation to the Shareholders and no changes will be made to the existing share rights following the De-Listing.

DE-LISTING

Reasons for the De-Listing

The Board has conducted a review of the benefits and drawbacks to the Company in retaining its listing on AIM. The Board believes that the De-Listing is in the best interests of the Company and its Shareholders as a whole. In reaching this conclusion, the Board has considered the following key factors:

• •the management time and the legal and regulatory burden associated with maintaining theCompany'sadmission to trading on AIM is, in the Directors' opinion, disproportionate to thebenefits to the Company;

• •there is, and has been for some time, a lack of liquidity in the Existing Ordinary Shares such that there is a very limited market for the Existing Ordinary Shares; and

• •there is limited trading of the Existing Ordinary Shares. Over the past 12 months 116,590 Existing Ordinary Shares were traded representing approximately 1.4 per cent. of the issued share capital and giving an average daily volume of approximately 457 Existing Ordinary Shares. Accordingly, the costs associated with maintaining the AIM quotation are considered by the Directors to be disproportionately high when compared to the benefits of being listed on AIM, even though these costs have been, so far as reasonably possible, controlled and minimised by the Company. The Board believes that these funds could be better utilised for the benefit of the Company.

Effect of De-Listing

The Directors consider that the principal effects of the De-Listing will be that:

• •Shareholders will no longer be able to buy and sell Ordinary Shares through AIM or any other public stock market, further reducing the liquidity in the Ordinary Shares;

• •in due course, Ordinary Shares will no longer be held in, or traded through, CREST but will be held in paper form only;

• •the Company will no longer be required to announce material events or financial results through a Regulatory Information Service;

• •the Company will no longer be required to comply with many of the corporate governance requirements applicable to companies traded on AIM;

• •Arden will cease to be the nominated adviser and broker to the Company;

• •the Company will no longer be subject to the Disclosure and Transparency Rules and will therefore no longer be required to publicly disclose major shareholdings in the Company;

• •the Company will no longer be subject to the AIM Rules, with the consequence that Shareholders will no longer be afforded the protections given by the AIM Rules. Such protections include a requirement to obtain shareholder approval for reverse takeovers andfundamental changes in the Company's businessand to announce, inter alia, certain substantial and/or related party transactions; and

• •the De-Listing may have either positive or negative taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser immediately.