Proposed cancellation of Shares from Admission to AIM

Proposed buyback of Shares

Proposed waiver of Rule 9 of the City Code on Takeovers and Mergers

and

Notice of General Meeting

Sarossa has today posted to Shareholders a notice of general meeting ('General Meeting') of the Company, along with a circular (the 'Circular') in connection with the proposed cancellation of its Shares from Admission to AIM, a proposed buyback of Shares and the proposed waiver of Rule 9 of the City Code on Takeovers and Mergers.

The General Meeting is to be held at the Company's registered office, 17 The Esplanade, St Helier, Jersey JE2 3QA at 11.00 a.m. on 6 January 2016.

A copy of the Circular will be available for download from the Company's website,www.sarossaplc.com , today.

Enquiries :

Sarossa Plc

Mike Bretherton, Chairman 01534 719761

WH Ireland Limited (Nominated adviser)

Chris Fielding, Head of Corporate Finance 0207 2201650

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of Forms of Proxy in respect of the General Meeting

11.00 a.m. on 4 January 2016

General Meeting

11.00 a.m. on 6 January 2016

Expected last day of dealings in Shares on AIM*

29 January 2016

Cancellation of Admission effective*

7.00 a.m. on 1 February 2016

*Assuming the Proposals are approved on 6 January 2016.

Introduction

The Company announces today that it is seeking Shareholder approval to cancel the admission of its Shares to trading on AIM and to obtain an authority to enable the buyback of up to 15 per cent. of its Shares.

The purpose of this announcement is to provide:

(a) information about the background to and reasons for the Cancellation;

(b) further information about the background to and reasons for the Buyback; and

(c) information about the background to and reasons for the Code Waiver.

A General Meeting has been convened to be held at the Company's registered office, 17 The Esplanade, St Helier, Jersey JE2 3QA at 11.00 a.m. on 6 January 2016.

If the resolution to approve the Cancellation is passed at the General Meeting, it is proposed that Cancellation will take effect at 7.00 a.m. on 1 February 2016. The Company intends, subject to the passing of Resolution 2, to provide Shareholders with an opportunity to sell Shares to the Company ahead of the Cancellation (and generally to approve buybacks in the event that the Cancellation is not approved).

Information on the Proposals

Sarossa has been admitted to trading on AIM as a Jersey incorporated and domiciled company since 2 May 2014 and, previous to that, Sarossa's wholly owned subsidiary, Sarossa Capital Limited, had been admitted to trading on AIM as an English incorporated and domiciled investing company since 11 January 2012.

Sarossa is an investment holding and management company whose principal activity is investment in, and growth and development of, businesses which present opportunities for value creation. The Company is mainly focused on portfolio businesses with product and service platforms targeting major international markets through customers and partners with an international profile.

Since becoming an investing company, Sarossa has successfully grown its NAV per Share (3.35 pence per Share as at 30 June 2015), but its Shares have traded at a sustained discount thereto (at a mid-price of no more than 1.91 pence per Share over the last twelve months). This is believed by the Directors to be due in part to a lack of liquidity in the Shares and also to the difficult capital market conditionsover recent years.

In light of the above situation, the Board has been reviewing the merits of Sarossa's AIM quote and has now concluded that the cancellation of the Shares' admission to trading on AIM would be beneficial for the Company and Shareholders as a whole for the following reasons:

· there is limited liquidity in the Shares;

· the ability for the Company to issue Shares at levels which fairly reflect the existing NAV per Share, as consideration for proposed investment opportunities, is significantly undermined by the low share price; and

· the costs associated with being admitted to trading on AIM are now disproportionate to the value provided, with the Board expecting savings arising from the Cancellation to amount to approximately £50,000 per annum.

An AIM cancellation would not alter the Board's strategy for Sarossa which would be to continue the development and growth of companies within its business portfolio.

The Directors are aware that certain Shareholders may be unable or unwilling to hold Shares in the event that the Cancellation is approved and becomes effective. To the extent that Shareholders are unable or unwilling to hold Shares following the Cancellation becoming effective, such Shareholders should consider selling their interests in the market prior to the Cancellation becoming effective.

The Directors are therefore also seeking Shareholder approval to obtain an authority to enable the Company to buy back up to a further 81,518,446 Shares (representing approximately 15.00 per cent. of the Company's current issued ordinary share capital), having already bought back 95,904,055 Shares in the year to date. The Buyback is intended to provide demand for the Shares, thereby affording Shareholders with an opportunity to realise their investment prior to the Cancellation becoming effective, which as stated above is expected to be on 1 February 2016.

Richard Griffiths, Michael Bretherton and James Ede-Golightly, who are considered by the Panel to be a Concert Party, currently have an interest in 187,787,514 Ordinary Shares, representing approximately 34.55 per cent. of the current issued share capital of the Company. If the Company was to acquire further Ordinary Shares pursuant to the Buyback, the Concert Party's interest in the Company would be likely, as a result of the reduced number of Ordinary Shares that would be in issue following such Buyback, to increase to up to 40.65 per cent. of the Company's issued share capital following any such acquisitions. As detailed below, this would ordinarily result in the Concert Party being required to make a mandatory cash offer, under the City Code, to remaining Shareholders to acquire their Shares. To enable the Company to buy back further Ordinary Shares without the Concert Party being required to make a mandatory cash offer to the remaining Shareholders, Resolution 3 (the 'Whitewash Resolution') is being proposed.

Effect of Cancellation

The Cancellation will take effect at 7.00 a.m. on 1 February 2016, 18 Business Days following the General Meeting, assuming the Resolutions are approved on 6 January 2016.

In the event that the Cancellation proceeds, there will be no market facility for dealing in the Shares and no price will be publicly quoted for Shares as from close of business on 29 January 2016, assuming the Resolutions are approved on 6 January 2016. As such, interests in Shares are unlikely thereafter to be readily capable of sale and where a buyer is identified, it may be difficult to place a fair value on any such sale.

As a public company with its registered office, place of central management and control in the Channel Islands, the Company will remain subject to the City Code. The City Code is issued and administered by the Takeover Panel. The City Code and the Takeover Panel operate principally to ensure that Shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that Shareholders of the same class are afforded equivalent treatment by an offeror. The City Code also provides an orderly framework within which takeovers are conducted. In addition, Shareholders may be required to approve other transactions, such as share buybacks or the issue of further equity, so as to ensure that no obligation arises for any Shareholder or potential Shareholder to make a mandatory offer under Rule 9 of the City Code.

The Company will continue to post relevant information on its website (www.sarossaplc.com ) and to hold general meetings in accordance with the applicable statutory requirements and the Company's articles of association.

Material change in the financial or trading position of the Company

Section 8 of the additional information in Part III of the Circular highlights that as a result of changes since 30 June 2015 in the London Stock Exchange market price quotations of shares in the Company's principal investment portfolio businesses, comprising Silence Therapeutics Plc, in which the Company has an equity interest of 3.14 per cent. and Plant Health Care Plc, in which the Company has an equity interest of 5.35 per cent, the investment valuations at the date of the Circular are around 20 per cent. lower than those at 30 June 2015 (the date to which the latest published audited accounts of the Company were prepared).

The General Meeting

The Circular contains a notice convening the General Meeting to be held at the Company's registered office, 17 The Esplanade, St Helier, Jersey JE2 3QA at 11.00 a.m. on 6 January 2016 which sets out:

Resolution 1

Resolution 1 is a special resolution to approve the cancellation of admission of the Shares to trading on AIM;

Resolution 2

Resolution 2 is a special resolution and gives the Company the authority to buy back up to a further 81,518,446Ordinary Shares, such authority expiring at the conclusion of the next annual general meeting of the Company, unless such authority is renewed prior to that time; and

Resolution 3 (the Whitewash Resolution)

Resolution 3is an ordinary resolution and relates to the disapplication of Rule 9 of the City Code following the exercise by the Company of the Buyback (whether exercised in whole or in part). The Panel has confirmed that, subject to the Whitewash Resolution being passed by the requisite majority of the Independent Shareholders on a poll, no mandatory bid obligation on the Concert Party under Rule 9 of the City Code would be triggered by virtue of the Buyback.

In accordance with the requirements of the City Code, the members of the Concert Party will not vote on the Whitewash Resolution in respect of their aggregate holding of 187,787,514 Ordinary Shares.

Pursuant to article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999 (as amended), the Company specifies that only those members registered on the Company's register of members at:

· 11.00 a.m. on 4 January 2016; or,

· if the General Meeting is adjourned, at 11.00 a.m. on the day two days (not including non-working days) prior to the adjourned meeting, shall be entitled to attend and vote at the Meeting.

Voting on the Whitewash Resolution will be by way of a poll and, following the General Meeting, the Company will announce its result.

Action to be taken

Shareholders are being sent the Circular and a Form of Proxy for use at the General Meeting. Shareholders should complete, sign and return the Form of Proxy as soon as possible in accordance with the instructions printed thereon. Whether or not a Shareholder intends to be present at the General Meeting, Shareholders are requested to complete the enclosed Form of Proxy and return it to the Company's registrars, Neville Registrars (Proxies), so as to arrive as soon as possible, and in any event no later than 48 hours (not including non-working days) before the time appointed for the General Meeting. Completion and return of the Form of Proxy will not preclude a Shareholder from attending the General Meeting and voting in person should they wish to do so.

Recommendation

The Directors consider the Cancellation to be fair and reasonable and in the best interests of Shareholders as a whole and therefore recommend that Shareholders vote in favour of these Proposals.

The Independent Directors (excluding Michael Bretherton by reason of his interest in the Concert Party), having been so advised by WH Ireland, consider the Buyback and the Code Waiver to be fair and reasonable and in the best interests of the Company and the Shareholders as a whole and therefore recommend that Shareholders vote in favour of the Whitewash Resolution. In providing advice to the Independent Directors, WH Ireland has taken into account their commercial assessment.

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise:

'Admission'

admission of the Ordinary Shares to trading on AIM

'AIM'

the market of that name operated by the London Stock Exchange

'Business Day'

any day on which the London Stock Exchange is open for

business

'Buyback'

the proposed acquisition by the Company of up to 81,518,446 Ordinary Shares

'Cancellation'

the proposed cancellation of Admission

'City Code'

the City Code on Takeovers and Mergers

'Code Waiver'

the waiver, conditional upon the passing of the Whitewash Resolution, by the Panel of the obligation on the Concert Party that may otherwise arise under Rule 9 of the City Code to make a mandatory cash offer for the issued Ordinary Shares not already owned by it as a result of the Buyback

'Company' or 'Sarossa'

Sarossa Plc

'Concert Party'

Richard Griffiths, Michael Bretherton and James Ede-Golightly

'Directors' or 'the Board'

the directors of the Company at the date of this announcement and as set out in the Circular

'Form of Proxy'

the form of proxy enclosed with the Circular for use by Shareholders in connection with the General Meeting

'GM' or 'General Meeting'

the general meeting of the Company (or any adjournment of such meeting) convened for 11.00 a.m. on 6 January 2016 at the offices of Whitmill Secretaries Limited, 17 The Esplanade, St Helier, Jersey JE2 3QA, for which the notice is set out at the end of the Circular

'Independent Directors'

Ross Hollyman and Jonathan Morley-Kirk

'London Stock Exchange'

London Stock Exchange plc

'NAV'

net asset value

'Ordinary Shares' or 'Shares'

ordinary shares of 1p each in the capital of the Company

'Panel'

the Panel on Takeovers and Mergers

'Proposals'

the Buyback, Cancellation and Code Waiver

'Resolution 1'

the special resolution to be proposed at the GM in relation to the Cancellation

'Resolution 2'

the special resolution to be proposed at the GM in relation to the Buyback

'Resolution 3' or

'Whitewash Resolution'

the ordinary resolution to be proposed at the GM in relation to the Code Waiver

'Resolutions'

the resolutions to be proposed at the GM, as set out in the Circular

'Shareholder'

a holder of Ordinary Shares

'WH Ireland'

WH Ireland Limited, nominated adviser, Rule 3 adviser and broker to the Company

- Ends -

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