IPSA GROUP PLC - Recommended Offer by Encor Power plc (Encor or the Offeror) For IPSA Group PLC (IPSA)

Recommended Offer by Encor Power plc (“Encor” or the “Offeror”) For IPSA Group PLC (“IPSA”)

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

29 June 2017

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

On 27 April 2017 Encor announced a recommended all share offer to acquire the entire issued share
capital of the Company (the “Offer”), 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”). On 15 June 2017 the Company announced that the Offer was wholly
unconditional.

Encor announces that, as at 1.00 p.m. on 29 June 2017 (being the Second Closing Date of the Offer,
as set out in the announcement dated 16 June 2017, Encor had received valid acceptances of the Offer
in respect of 87,403,182 IPSA Shares (representing approximately 81.30 per cent. of the existing issued
share capital of the Company). Pursuant to acceptances of the Offer received to date, Encor, is
interested in 87,403,182 IPSA Shares, representing approximately 81.30 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 29 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 Offer will remain open for acceptances until 1.00 p.m. (London time) on 7 July 2017. Encor reserves
the right to further extend the Offer in its absolute discretion.

Save as set out above, on 28 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 upon receipt of
South African Reserve Bank Exchange Control Board approval (“Excon Approval”). Such approval
has been sought but not yet received.

Information regarding IPSA listing on AltX

The Company’s listing on the AltX Market of the JSE will be terminated upon receipt of Excon
Approval. 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

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