Project Daytona Bidco Limited - Dispensation in relation to announcements

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

3 May 2016

RECOMMENDED CASH OFFERS

by

PROJECT DAYTONA BIDCO LIMITED ("Daytona")

for all of the issued and to be issued ordinary shares

and B ordinary shares of

ANS Group Limited ("ANS")

Introduction

On 29 April 2016 the directors of Daytona and the independent directors of ANS announced that they had reached agreement on the terms of recommended cash offers to acquire all of the issued and to be issued ordinary shares and B ordinary shares of ANS ("Offers").

The offer document containing full terms of the Offers and the procedure for acceptance was published and posted by Daytona on 29 April 2016.

Dispensation in relation to announcements

The Panel on Takeovers and Mergers (the "Panel") has granted Daytona and ANS a dispensation from the requirement under the City Code on Takeovers and Mergers (the "Code") that announcements relating to the Offers, including any disclosures under Rule 8 of the Code, must be published via a Regulatory Information Service (as defined in the Code) ("RIS"). Daytona and ANS are instead required to publish such announcements on their respective websites at www.projectdaytona.co.uk and www.ans.co.uk. The Panel has also granted a dispensation from the requirements set out in Note 3 of Rule 8 of the Code that disclosures under Rule 8 must be made to a RIS. Therefore, any opening position disclosures and dealing disclosures required under Rule 8 of the Code must be made to ANS by email to Robert Nugent at [e-mail] and will be published on ANS' website at www.ans.co.uk. A copy of such opening position disclosures and dealing disclosures must also be sent to the Panel's Market Surveillance Unit by email to [e-mail] or by fax to [phone].

Publication of this announcement

A copy of this announcement will be made available subject to certain restrictions relating to persons resident in restricted jurisdictions on Daytona's website at www.projectdaytona.co.uk and ANS' website at www.ans.co.uk. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

Enquiries:

For further information, please contact:

Project Daytona Bidco Limited
FAO Scott Fletcher
C/O Lowry Trading Limited
27th Floor City Tower
Piccadilly Plaza
Manchester
United Kingdom
M1 4BT

Further information

This announcement is not intended to and does not constitute, or form part of, an offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offers or otherwise. The Offers are being made solely by means of the Offer Document and the Forms of Acceptance, which contain the full terms and conditions of the Offers, including details of how the Offers may be accepted. Any decision in respect of, or other response to, the Offers should be made only on the basis of the information contained in those documents.

This announcement does not constitute a prospectus or prospectus equivalent document.

The release, publication or distribution of this announcement in, and the availability of the Offers to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. In particular, copies of this announcement and any formal documentation relating to the Offers are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Offers may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offers may not be capable of acceptance by any such use, means, instrumentality or facilities.

This announcement has been prepared for the purpose of complying with English law and the Code, and 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 of England and Wales.

Disclosure requirements of the Code

Under Rule 8.3(a) of the City 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 p.m. (UK time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (UK 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 City 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 p.m. (UK 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 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Daytona is a paper offeror for the purposes of the disclosure requirements described above.

Time

All times referred to in this announcement are London times, unless otherwise stated.