IPSA GROUP PLC - Offer Update Wholly Unconditional

Offer Update – Wholly Unconditional

IPSA GROUP PLC
(Incorporated and registered in England and Wales)
(Registration Number 5496202)
AIM Share Code IPSA ISIN GB00BOCJ3F01
JSE Share Code IPS ISIN GB00BOCJ3F01
("IPSA" or "the Company")


                                     FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
    A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

19 June 2017

                                     Recommended Offer
                                           by
                            Encor Power plc (“Encor” or the “Offeror”)
                                           for
                           IPSA Group PLC (“IPSA” or the “Company”)
                                Offer Update – Wholly Unconditional

On 27 April 2017 Encor announced a recommended all share offer to acquire the entire issued share
capital of the Company, the full terms and conditions of which and the procedures for acceptance were
set out in the offer document posted to shareholders of the Company on 25 May 2017 (the “Offer
Document”).

Encor announces that, as at 1.00 p.m. on 15 June 2017 (being the Closing Date of the Offer, as set out
in the Offer Document), Encor had received valid acceptances of the Offer in respect of 79,417,777
IPSA Shares (representing approximately 73.87 per cent. of the existing issued share capital of the
Company). Pursuant to acceptances of the Offer received to date, Encor, is interested in
79,417,777 IPSA Shares, representing approximately 73.87 per cent. of the issued share capital
of the Company, all of which may be counted towards satisfaction of the Acceptance Condition.

Of the valid acceptances received on or before 1.00 p.m. on 15 June 2017 referred to above
acceptances in respect of 53,323,225 IPSA Shares comprised acceptances by persons from whom
Encor had procured an irrevocable commitment to accept (or procure the acceptance of) the Offer,
representing approximately 49.60 per cent. of the IPSA Shares.

So far as Encor is aware, none of these acceptances have been received from people acting in
concert with it.

The acceptance condition to the Offer, as set out in the Offer Document, has been satisfied and all of
the conditions of the Offer have now either been satisfied or waived. Therefore, Encor is pleased to
announce that the Offer has become wholly unconditional.

The Offer will remain open for acceptances until 1.00 p.m. (London time) on 29 June 2017. Encor
reserves the right to further extend the Offer in its absolute discretion.

Save as set out above, on 15 June 2017 (being the last practicable date prior to the publication of this
announcement), neither Encor nor any person acting in concert with Encor has any interest or right to
subscribe for any relevant securities of the Company nor does any such person have any short position
(whether conditional or absolute and whether in the money or otherwise), including any short position
under a derivative or any arrangement in relation to any relevant securities of the Company. For these
purposes, “arrangement” includes any agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery of any relevant securities of the Company and any
borrowing or lending of any relevant securities of the Company which have not been on-lent or sold and
any outstanding irrevocable commitment or letter of intent with respect to the IPSA Shares.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in
the Offer Document.

Information Regarding issuance of New Encor Shares

New Encor shares will be issued in certificated form to accepting IPSA shareholders within 14 days of
each closing date.

Information regarding IPSA listing on AltX

At close of business on 29 June 2017 the Company’s listing on the AltX Market of the JSE will
be terminated. Any shareholders with dematerialised interests in the Company at that date will
be issued with physical share certificates.

Enquiries:

IPSA Group PLC
Peter Earl                                              Tel. +44 (0)20 7793 5600

JSE Sponsor:
PSG Capital




                                                                                   WKS/104786631.2

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