Takeover Offers

Financial Services and Markets Act 2000The Borough of DudleyCompanies Act 2006COMPANIES ACT 20062016-09-212016-09-23-2.05012052.446209B63 3DATSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk261760561714

NOTICE OF OFFER BY FRIARS 716 LIMITED FOR SWP GROUP PLC PURSUANT TO SECTION 978(1)(C)(II) OF THE COMPANIES ACT 2006

Offer by

FRIARS 716 LIMITED (“FRIARS”)

for

SWP GROUP PLC (“SWP”)

Notice is hereby given, in accordance with section 978(1)(c)(ii) of the Companies Act 2006, that:

(a) an offer (the “Offer”) has been made by Friars to acquire all of the issued share capital of SWP (other than SWP Shares already agreed to be acquired). Under the Offer, SWP Shareholders are entitled to receive 9 pence in cash for each SWP Share. The offer document, containing the terms and conditions of the Offer and the procedures for acceptance (the “Offer Document”) was dated, published and posted to SWP Shareholders (other than SWP Shareholders located in any Restricted Jurisdictions) on 21 September 2016; and

(b) copies of the Offer Document and the Form of Acceptance are available on Friars’ website at www.friars716.co.uk and on SWP’s website at www. swpgroupplc.com.

Terms used but not defined herein shall have the same meaning as given to them in the Offer Document.

The Independent SWP Director, who has been so advised by Whitman Howard as to the financial terms of the Offer, considers the terms of the Offer to be fair and reasonable and is recommending that all SWP Shareholders accept the Offer. The Independent SWP Director has irrevocably agreed to accept, or procure the acceptance of, the Offer in respect of his own shareholdings of SWP Shares and the holdings of his immediate family, close relatives and related trusts/entities, which, in aggregate, amount to 21,075,846 SWP Shares, representing approximately 10.4 per cent. of SWP’s existing issued share capital.

Colin Stott, a SWP Director, has given Friars an irrevocable undertaking to procure the acceptance of the Offer in respect of the SWP Shares held in his SIPP. Alan Walker, a SWP Director, has given Friars an irrevocable undertaking to procure the acceptance of the Offer in respect of the SWP Shares held in his spouse’s SIPP. These holdings amount to, in aggregate, 615,187 SWP Shares, representing approximately 0.3 percent of the SWP Shares in issue. These undertakings will continue to be binding even in the event of a higher competing offer for SWP, unless the Offer lapses or is withdrawn.

Additionally, Friars has entered into a Share Exchange Agreement under which Friars will acquire from the Management Shareholders 61,478,124 SWP Shares, representing approximately 30.2 per cent. of SWP’s existing issued share capital, in exchange for the issue to the Management Shareholders of preference shares in Friars upon the Offer becoming or being declared unconditional in all respects.

The total number of SWP Shares which Friars has: (i) received irrevocable undertakings in respect of; and (ii) conditionally agreed to acquire under the Share Exchange Agreement, is 116,166,306 SWP Shares, representing approximately 57.2 per cent. of the existing issued share capital of SWP.

The full terms and conditions of the Offer, including details of how the Offer may be accepted, are set out in the Offer Document (and, if applicable, in the Form of Acceptance). This notice alone does not constitute and must not be construed as an offer. SWP Shareholders who accept the Offer may rely only on the Offer Document (and, if applicable, the Form of Acceptance) for all the terms and conditions of the Offer.

Any SWP Shareholder who is in any doubt as to what action he/she should take should consult his/her stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if he/she is resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

The Offer is made in respect of all of the issued SWP Shares (other than SWP Shares already agreed to be acquired) including SWP Shares held by persons to whom the Offer Document is not despatched. The Offer is, by means of this notice, being notified to all persons to whom the Offer Document may not be despatched who hold SWP Shares. Any such persons may collect copies of the Offer Document and the Form of Acceptance by contacting Neville Registrars, between 9.00 am and 5.00 pm on Monday to Friday (except UK public holidays), on 0121 585 1131 (if calling from the UK) and +44 121 585 1131 (if calling from outside the UK) or by submitting a request in writing to Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA United Kingdom.

Unless otherwise permitted by applicable law and regulation, the Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national securities exchange of, nor is it being made in, into or from any Restricted Jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities.

Accordingly, the Offer Document, the Form of Acceptance and this notice are not being and must not be, directly or indirectly mailed, transmitted or otherwise forwarded, distributed or sent in whole or part, in, into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward, distribute or send them in, into or from any such Restricted Jurisdiction. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward the Offer Document, Form of Acceptance or this notice to any jurisdictions outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

Cattaneo is acting exclusively for Friars and no one else in connection with the Offer and will not be responsible to any person other than Friars for providing the protections afforded to clients of Cattaneo or for providing advice in relation to the Offer or any matter referred to herein.

Whitman Howard which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for SWP and no one else in connection with the Offer and will not be responsible to any person other than SWP for providing the protections afforded to clients of Whitman Howard or for providing advice in relation to the Offer or any matter referred to herein.

FRIARS 716 LIMITED

23 September 2016