Coolabi plc : - Irrevocable Undertakings and Lette...:

10 Nov 11

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

10 November 2011

RECOMMENDED CASH OFFER WITH A SHARE ALTERNATIVE FOR COOLABI PLC ("COOLABI")

BY

NORTH PROMOTIONS PLC ("NORTH")

Irrevocable undertakings and letters of intent

Further to the announcement made on 28 October 2011, North has now received letters of intent from ProVen Growth and Income VCT plc and ProVen VCT plc to accept the Offer in relation to their entire holdings amounting to 2,402,379 Coolabi Shares in aggregate, representing 3.76 per cent. of the fully diluted share capital.

These letters of intent will lapse and be of no effect if, inter alia, a third party announces a firm intention to make an offer under Rule 2.7 of the Code for all of the issued share capital of Coolabi which values a Coolabi Share at more than 10 per cent. of the value of the Offer (the "Higher Competing Offer").

North has received irrevocable undertakings from the Coolabi Management Directors and Avonglen Limited, a company through which certain of the Coolabi Management Directors provide services and indirectly hold Coolabi Shares, EPVCT and certain other shareholders to accept the Offer in respect of a total of 34,258,512 Coolabi Shares, representing 53.66 per cent., of the fully diluted share capital of Coolabi.

In addition, North has now obtained letters of intent to accept the Offer in respect of an aggregate of 6,530,255 Coolabi Shares, representing 10.23 per cent. of the fully diluted share capital Coolabi.

North has also received irrevocable undertakings from the Independent Directors and certain other shareholders to vote in favour of the Ordinary Resolution to approve the Offer in respect of a total of 18,193,220 Coolabi Shares, representing 41.24 per cent., of the votes that may be cast in the resolution.

Further, the irrevocable undertakings North has received from the Coolabi Management Directors, EPVCT and Avonglen Limited elect for the Share Alternative in respect of a total of 19,730,309 Coolabi Shares, representing 30.90 per cent. of the fully diluted share capital of Coolabi.

A summary of the irrevocable undertakings given by the Coolabi Directors and Coolabi Shareholders and letters of intent received from Coolabi Shareholders is contained in Appendix I to this announcement.

Defined terms used in this announcement have the same meaning as set out in Appendix VI to the Offer Announcement.

Enquiries:

Evolution Securities Limited (sole financial adviser and Nominated Adviser to
Coolabi)

Jeremy Ellis Tel: [phone]
Chris Clarke: Merchant Securities Limited (sole financial adviser to North)
David Worlidge Tel: [phone]

Virginia Bull

FURTHER INFORMATION

This announcement is not intended to, and does not, constitute or form part of an offer to sell, or otherwise dispose of, or constitute an invitation or the solicitation of an offer to purchase, subscribe for or otherwise acquire any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document, which will contain the full terms and conditions of the Offer (including details of how to accept the Offer). Any acceptance of the Offer should be made only on the basis of the information contained in the Offer Document. Coolabi Shareholders are advised to read the formal documentation in relation to the Offer carefully.

Please be aware that addresses, electronic addresses and certain other information provided by Coolabi Shareholders, persons with information rights and other relevant persons for the receipt of communications from Coolabi may be provided to North during the offer period as required under Section 4 of Appendix 4 of the Code.

Merchant Securities is authorised by the Financial Services Authority. Merchant Securities is acting exclusively for North and no one else in connection with the Offer and will not be responsible to anyone other than North for providing the protections afforded to clients of Merchant Securities, or for providing advice in connection with the Offer or any matter referred to herein.

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

Overseas Shareholders

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by means of an Offer Document and the Form of Acceptance accompanying the Offer Document in respect of Coolabi Shares in certificated form, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by North or required by the City Code, and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Offer will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.

The availability of the Offer to Coolabi Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. Or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http:// www.thetakeoverpanel.org.uk , including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure,

Evolution Securities confirms that it has given and not withdrawn its consent to the publication of this announcement with the inclusion of its recommendation and opinion in the form and context in which it is included.

Publication on Website

In accordance with Rule 30.4(c) of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, free of charge, on Coolabi's website at www.coolabi.com by no later than 12 noon on 11 November 2011.

You may request a hard copy of this announcement, free of charge, by contacting the Merchant securities on [phone].You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

APPENDIX I

IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

Directors

The Coolabi Management Directors and their concert parties have given irrevocable undertakings to accept the Offer and receive the Share Alternative as follows:

Name Number of Coolabi Shares Percentage of existing issued ordinary share capital of Coolabi

William Harris 954,166 1.51
Jeremy Banks 700,000 1.11
Avonglen Limited* 458,333 0.73

Total 2,112,499 3.35

* Avonglen Limited is a company in which William Harris and Tim Ricketts each hold a 33.33 per cent. shareholding and are both directors.

These undertakings will cease to have effect if:

* the Offer Document is not posted within 28 days of the 2.7 announcement (or within such longer period as Coolabi, with the consent of the Panel, determines); or

* the Offer lapses or is withdrawn.

The Independent Directors have given irrevocable undertakings to accept the Offer, vote in favour of the Ordinary Resolution and receive cash as follows:

Name Number of Coolabi Shares Percentage of existing issued ordinary share capital of Coolabi

Nicholas James 250,000 0.40
Linda James 129,526 0.20
Stuart Lindsay 83,333 0.13

Total 462,859 0.73

These undertakings will cease to have effect if:

* the Offer Document is not posted within 28 days of the 2.7 announcement (or within such longer period as Coolabi, with the consent of the Panel, determines);

* a new offer being received from a third party with a value greater than 10 per cent. of the Offer; or

* the Offer lapses or is withdrawn.

Other Shareholders

Certain other Coolabi Shareholders have given irrevocable undertakings to accept the Offer and receive cash as follows:

Name Number of Coolabi Percentage of existing Shares issued ordinary share capital of Coolabi

MD Barnard & Company Limited 6,940,833 11.02
Herald Investment Management 2,990,000 4.75
Amati Global Investors 2,135,883 3.39
Antony Jordon 1,998,628 3.17

Total 14,065,344 22.32

These undertaking will cease to have effect if:

* the Offer Document is not posted within 28 days of the 2.7 announcement (or within such longer period as Coolabi, with the consent of the Panel, determines); or

* in the case of MD Barnard & Company Limited, Herald Investment Management and Antony Jordan, a new offer being received from a third party with a value greater than 10 per cent. of the price of the cash offer; or

* in the case of Amati Global Investors, a new offer being received from a third party with a value greater than one per cent. of the price of the cash offer; or

* the Offer lapses or is withdrawn.

BlackRock has given a letter of intent stating that it intends to accept the Offer in relation to its entire holding of 4,127,876 Coolabi Shares, representing 6.47 per cent. of the fully diluted share capital.

ProVen Growth and Income VCT plc and ProVen VCT plc have given letters of intent stating that they intend to accept the Offer in relation to their entire holdings amounting to 2,402,379 Coolabi Shares in aggregate, representing 3.76 per cent. of the fully diluted share capital.

EPVCT have given an irrevocable undertaking to accept the Offer and receive the Share Alternative as follows:

Name Number of Coolabi Shares Percentage of fully diluted ordinary share capital of Coolabi

Edge Performance VCT PLC 17,617,810 27.59

* Includes 832,770 Coolabi Shares as a result of conversion of the Convertible loan Note.

The undertaking from EPVCT will cease to have effect if:

* the Offer Document is not posted within 28 days of the 2.7 announcement (or within such longer period as Coolabi, with the consent of the Panel, determines); or

* the Offer lapses or is withdrawn.