Circle : Form 8 (OPD) Circle Holdings plc

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the 'Code')

1. KEY INFORMATION

(a) Full name of discloser:	Circle Holdings plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Circle Holdings plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held: The latest practicable date prior to the disclosure	05/04/2017
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state 'N/A'	N/A

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	ORDINARY SHARES OF 2 PENCE EACH
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	NIL	-	NIL	-
(2) Cash-settled derivatives:	NIL	-	NIL	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	NIL	-	NIL	-
TOTAL:	NIL	-	NIL	-

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	NONE
Details, including nature of the rights concerned and relevant percentages:	NONE

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

3(a) Interests of directors of CIRCLE HOLDINGS PLC in ordinary shares of CIRCLE HOLDINGS PLC Director Number of ordinary shares Percentage of total voting rights (%) (to 3d.p.) Michael Kirkwood 94,157 0.038 Lorraine Baldry 47,078 0.019 Andrew Shilston 47,078 0.019 Dr. Massoud Keyvan-Fouladi 2,362,466 0.953 (1) Includes the Ordinary Shares arising on conversion of the Convertible Shares following the release of the 2.7 announcement on 29 March 2017. 3(b) Interests of directors of CIRCLE HOLDINGS PLC in PIP options in respect of existing CIRCLE HOLDINGS PLC Shares Director Number of PIP options in respect of ordinary shares Exercise price Exercise period Percentage of total voting rights (%) (to 3d.p.) Dr. Massoud Keyvan-Fouladi 500,000 £0.02 29 March 2017 to 28 March 2024 0.202 Paolo Pieri 750,000 £0.02 29 March 2017 to 28 March 2024 0.303 3(c) Interests of directors of CIRCLE HOLDINGS PLC in MIP options in respect of existing CIRCLE HOLDINGS PLC Shares Director Number of MIP options in respect of ordinary shares Exercise price Exercise period Percentage of total voting rights (%) (to 3d.p.) Dr. Massoud Keyvan-Fouladi 1,000,000 £0.02 23 June 2015 to 1 December 2021 0.404 Dr. Massoud Keyvan-Fouladi 1,344,090 £0.50 23 June 2015 to 1 December 2021 0.542 Paolo Pieri 1,150,000 £0.02 23 June 2015 to 1 December 2021 0.464 Paolo Pieri 486,281 £0.50 23 June 2015 to 1 December 2021 0.196 (2) All MIP options will lapse following the Offer becoming, or being declared, unconditional in all respects and control of Circle passing to Bidco. 3(d) Interests of directors of CIRCLE HOLDINGS PLC in CFO options in respect of new CIRCLE HOLDINGS PLC Shares Director Number of CFO options in respect of ordinary shares Exercise price Exercise period Percentage of total voting rights (%) (to 3d.p.) Paolo Pieri 2,200,000 £0.02 21 October 2014 to 20 October 2021 0.888 3(e) Interests of CIRCLE PARTNERSHIP TRUSTEE LIMITED in ordinary shares of CIRCLE HOLDINGS PLC Name Number of ordinary shares Percentage of total voting rights (%) (to 3d.p.) Circle Partnership Trustee Limited 60,186,376 24.289

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state 'none'

NONE

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state 'none'

NONE

(c) Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	6 April 2017
Contact name:	Shane Cobb
Telephone number:	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website atwww.thetakeoverpanel.org.uk.