Creston : Recommended cash acquisition of Creston plc

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

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

17 November2016

RECOMMENDED CASH ACQUISITION

of

Creston plc ('Creston')

by

RedWhiteBlue Digital Marketing Services Holdings Ltd ('Bidco')

a newly incorporated entity indirectly owned and controlled by investment funds (the 'DBAY Funds') controlled and managed by DBAY Advisors Limited ('DBAY')

intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act

Summary

· The Boards of Creston and Bidco are pleased to announce that they have reached agreement regarding the terms of a recommended cash offer pursuant to which Bidco intends to acquire the entire issued and to be issued share capital of Creston, other than the Excluded Shares (the 'Acquisition'). The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act (the 'Scheme') (or if Bidco elects, with the consent of the Panel,by way of a Takeover Offer).

· Under the terms of the Acquisition, each Creston Shareholder will be entitled to receive 126.42 pence in cash for each Creston Share (the 'Creston Offer Price'), comprising of:

· 125 pence in cash payable by Bidco (the 'Cash Price'); and

· the right to retain the 2016 Interim Dividend of1.42 pence in cash announced today, 17 November 2016, which will be paid by Creston on 20 December 2016 to holders of Creston Shares whose names are on the register of members of Creston at 6:00 pm on 2 December 2016.

· The Creston Offer Price values the entire issued share capital of Creston and the shares to be transferred out of treasury to satisfy options and share awards under the Creston Shares Schemes at approximately £75.8 million.

· If any dividend or other distribution is authorised, declared, made or paid in respect of Creston Shares on or after the date of this Announcement and prior to the Effective Date, other than the 2016 Interim Dividend, or in excess of the 2016 Interim Dividend, Bidco reserves the right to reduce the Creston Offer Price by the amount of any such dividend or other distribution, or, in the case of a dividend or other distribution in excess of the 2016 Interim Dividend, by the amount of all or part of any such excess.

· The Creston Offer Price (i.e. including the right to retain the 2016 Interim Dividend) represents a premium of approximately:

· 35.2per cent. to the Closing Price of a Creston Share of 93.5 pence on the Last Practicable Date; and

· 26.8per cent. to the volume weighted average price of a Creston Share of 99.7 pence in the three month period to the Last Practicable Date.

· The Creston Shares to which the Acquisition relates do not include the 16,460,977 Creston Shares, in aggregate, held by the DBAY Funds, which represent approximately 28.05 per cent. of the Creston Shares in issue at the Last Practicable Date.

· TheAcquisition will be conditional on, amongst other things, the following matters:

· the approval by a majority in number of Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted;

· the approval by Creston Shareholders of a shareholder resolution (the 'Resolution') in connection with the implementation of the Scheme,by the requisite majority at the Creston General Meeting;

· the sanction of the Scheme by the Court; and

· the Scheme becoming Effective by no later than the Long Stop Date.

Recommendation

· The Independent Creston Directors, who have been so advised by Rothschild as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisitionto be fair and reasonable. In providing its advice to the Independent Creston Directors, Rothschild has taken into account the commercial assessments of the Independent Creston Directors. Rothschild is providing independent financial advice to the Independent Creston Directors for the purpose of Rule 3 of the Code.

· Accordingly, the Independent Creston Directors intend unanimously to recommend that Creston Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the Creston General Meeting.

Irrevocable Undertakings and support for the Acquisition

· Bidco has received irrevocable undertakings from each of the Independent Creston Directors who are interested in Creston Shares to vote (or to procure the voting) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the Creston General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of a total of 378,061 Creston Shares, representing, in aggregate, approximately 0.64 per cent. of the share capital of Creston in issue on the Last Practicable Date and 0.90 per cent. of the Scheme Shares entitled to be voted at the Court Meeting.

· Bidco has also received irrevocable undertakings from certain other Creston Shareholders to vote (or to procure the voting) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the Creston General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of a total of 2,391,120 Creston Shares, representing, in aggregate, approximately 4.07 per cent. of the share capital of Creston in issue on the Last Practicable Date and 5.66 per cent. of the Scheme Shares entitled to be voted at the Court Meeting.

· In aggregate, therefore, Bidco has received irrevocable undertakings in respect of 2,769,181 Creston Shares, representing approximately 4.72 per cent. of the share capital of Creston in issue on the Last Practicable Date (and approximately 6.56 per cent. of the Scheme Shares entitled to vote at the Court Meeting).

· Further details of these irrevocable undertakings are set out in Appendix III to this Announcement.

Scheme Document

The Scheme Document will include further information about the Acquisition, together with notices of the Court Meeting and the Creston General Meeting and the expected timetable of the Scheme, and will specify the actions to be taken by Creston Shareholders. The Scheme Document will be sent to Creston Shareholders as soon as reasonably practicable and, in any event (save with the consent of the Panel), within 28 days of this Announcement and will be made available by Creston and Bidco at www.creston.com (subject to certain restrictions in relation to persons in Restricted Jurisdictions).

Comments on the Acquisition

Commenting on the Acquisition, Alex Paiusco, the Chief Executive Officer of DBAY said:

'We have been significant investors in Creston for over two years and are excited about this opportunity to help develop the business, alongside its management team and employees, and to fulfil its potential. The Acquisition is the culmination of our progressive interest in Creston and we are very pleased to have reached agreement with the Independent Creston Directors on an attractive cash proposal for Creston Shareholders'.

Commenting on the Acquisition, Nigel Lingwood, Senior Independent Non-Executive Director of Creston said:

'Creston has achieved steady progress in implementing its five year strategic plan and the Unlimited Group now successfully brings together a unique blend of experts from different disciplines. As the business and our clients' requirements continue to develop, and in light of uncertain market conditions, the Creston Board has given careful thought about how best it pursues this strategy to deliver value for shareholders, clients and staff. As such, the Independent Creston Directors consider that recommending this cash offer will provide most shareholders with the opportunity to realise value from their investment in cash at an attractive premium. Furthermore, it offers the business, with the support of DBAY, the ability to continue to grow the Unlimited Group as a private company, which we believe is in the best interests of our clients and staff. With this background, Creston's independent directors unanimously recommend that Creston Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the Resolution to be proposed at the General Meeting.'

General

This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including its Appendices).

The Acquisition will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II to this Announcement contains the sources of information and bases of calculation of certain information contained in this Announcement. Appendix III to this Announcement contains a summary of the irrevocable undertakings received in relation to the Acquisition. Appendix IV to this Announcement contains definitions of certain expressions used in this summary and in this Announcement.

Important notices

GCA Altium, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Bidco and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of GCA Altium nor for providing advice in relation to the matters referred to in this Announcement.

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting exclusively as financial adviser to Creston and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Creston for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the matters referred to in this Announcement.

Liberum, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting exclusively as corporate broker to Creston and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Creston for providing the protections afforded to clients of Liberum nor for providing advice in relation to the matters referred to in this Announcement.

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to the Acquisition in any jurisdiction in contravention of any applicable laws.

The Acquisition is intended to be implemented by way of a Scheme pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any decision, vote or other response in respect of the Acquisition should be made only on the basis of information contained in the Scheme Document. Creston Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once it has been dispatched.

This Announcement does not constitute a prospectus or prospectus-equivalent document.

This Announcement has been prepared for the purpose of complying with English law and the 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.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom and the ability of Creston Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be restricted by laws and/or regulations of those jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme Shares with respect to the Scheme at the Court Meeting or with respect to the Resolution at the Creston General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting and/or Creston General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or Creston Shareholders who are not resident in 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.

The Acquisition will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws of that jurisdiction and no person may vote in favour of the Acquisition by any use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition 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 them in or into or from any Restricted Jurisdiction.

Further details in relation to Creston Shareholders in overseas jurisdictions will be contained in the Scheme Document.

Notice to US investors

Creston Shareholders in the United States should note that the Acquisition relates to the securities of a company organised under the laws of England and Wales and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules.

Creston's financial statements, and all financial information that is included in this Announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been or will be prepared in accordance with International Financial Reporting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

Forward Looking Statements

This Announcement contains certain statements about Bidco and Creston that are, or may be deemed to be, 'forward-looking statements' which are prospective in nature. All statements other than statements of historical fact, are or may be deemed to be, forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are therefore subject to known and unknown risks and uncertainties which could cause actual results, performance or events to differ materially from the future results, performance or events expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as 'plans', 'expects', 'is expected', 'is subject to', 'budget', 'scheduled', 'estimates', 'forecasts', 'intends', 'anticipates', 'believes', 'targets', 'aims', 'projects', 'goal', 'objective', 'outlook', 'risks', 'seeks' or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results 'may', 'could', 'should', 'would', 'might', 'probably' or 'will' be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement. Any forward-looking statements made in this Announcement on behalf of Bidco or Creston are made as of the date of this Announcement based on the opinions and estimates of directors of Bidco and Creston, respectively. Each of Bidcoand Creston and their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except as required by applicable law. Neither Bidco, Creston nor their respective members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur.

No forward-looking or other statements have been reviewed by the auditors of Bidco or Creston. All subsequent oral or written forward-looking statements attributable to Bidco, Crestonor to any of their respective members, directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

No profit forecasts or estimates

Nothing in this Announcement is intended or shall be deemed to be a forecast, projection or estimate of the future financial performance ofBidcoor Creston for any period and no statement in this Announcement should be interpreted to mean that cash flow from operations, earnings, or earnings per share or income of those persons (where relevant) for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, earnings, earnings per share or income of those persons (as appropriate).

Disclosure requirements of 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 securities exchange 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 securities exchange 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 securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3:30 pm (London time) on the 10 Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 pm (London time) on the 10 Business Day following the Announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 securities exchange offeror, they will normally be deemed to be a single person for the purpose of Rule 8.3 of the Code.

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 of the Code).

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 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website and availability of hard copies

A copy of this Announcement and the display documents required to be published pursuant to Rule 26 of the Code will be made available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, on Creston's website at www.creston.com by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt, the contents of such website is not incorporated into, and do not form part of, this Announcement.

Any person who is required to be sent a copy of this Announcement under the Code, and who has not received a hard copy of it, may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement) by submitting a request in writing to Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling Capita Asset Services on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 am and 5:30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Save as otherwise referred to above, a hard copy of this Announcement will not be sent unless requested. Any such person may also request that all future documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form.

Relevant securities in issue

In accordance with Rule 2.9 of the Code, Creston confirms that, as at the close of business on 16 November 2016, it has 58,682,596 ordinary shares of 10 pence each in issue admitted to trading on the London Stock Exchange's market for listed securities. The International Securities Identification Number for Creston Shares is GB0004440284.

Electronic communications

Please note that under Rule 2.11(c) of the Code, all addresses, electronic addresses (if any) and certain other information provided by the Creston Shareholders, persons with information rights and other relevant persons for the receipt of communications from Creston will upon request be provided to offerors (including Bidco) during the Offer Period as required under Section 4 of Appendix 4 of the Code.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

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

FOR IMMEDIATE RELEASE

THE ANNOUNCEMENT CONTAINS INSIDE INFORMATION

17 November 2016

RECOMMENDED CASH ACQUISITION

of

Creston plc

by

RedWhiteBlue Digital Marketing Services Holdings Ltd

a newly incorporated entity indirectly owned and controlled byinvestment funds controlled and managed by DBAY

intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act

1. Introduction

The Boards of Creston and Bidco are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which Bidco intends to acquire the entire issued and to be issued share capital of Creston, other than the Excluded Shares (the 'Acquisition'). The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

2. The Acquisition

Under the terms of the Acquisition, which shall be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document,Creston Shareholders shall be entitled to receive 126.42 pence in cash for each Creston Share (the 'Creston Offer Price'), comprising of:

· 125 pence in cashpayable by Bidco (the 'Cash Price'); and

· the 2016 Interim Dividend of1.42 pence in cashannounced today, 17 November 2016, which will be paid by Creston on 20 December 2016 to holders of Creston Shares whose names are on the register of members of Creston at 6:00 pm on 2 December 2016.

The Creston Offer Price values the entire issued share capital of Creston and the shares to be transferred out of treasury to satisfy options and share awards under the Creston Shares Schemes at approximately £75.8 million, which represents a premium of approximately:

· 35.2per cent. to the Closing Price of a Creston Share of 93.5 pence on the Last Practicable Date; and

· 26.8 per cent. to the volume weighted average price of a Creston Share of 99.7 pence in the three month period to the Last Practicable Date.

The Creston Shares to which the Acquisition relates do not include the Excluded Shares, being the 16,460,977 Creston Shares, in aggregate, held by the DBAY Funds, which represent approximately 28.05 per cent. of the Creston Shares in issue at the Last Practicable Date.

The Creston Shares to be acquired under the Acquisition shall be acquired fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement, save in respect of the 2016 Interim Dividend.

If any dividend or other distribution or return of value is authorised, declared, made or paid in respect of Scheme Shares on or after the date of this Announcement and prior to the Effective Date, other than the 2016 Interim Dividend, or in excess of the 2016 Interim Dividend, Bidco reserves the right to reduce the Creston Offer Price by the amount of any such dividend or other distribution, or, in the case of a dividend or other distribution or return of value in excess of the 2016 Interim Dividend, by the amount of all or part of any such excess, except where the Scheme Shares are or will be acquired pursuant to the Scheme on a basis which entitles Bidco to receive the dividend, distribution or return of value and to retain it.

If any such dividend, distribution or return of value (other than the 2016 Interim Dividend) is paid or made after the date of this Announcement and Bidco exercises its rights described above, any reference in this Announcement to the consideration payable under the Scheme shall be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not beregarded as constituting any revision or variation of the terms of the Scheme.

To the extent that the amount of the 2016 Interim Dividend actually paid by Creston is less than 1.42 pence per Creston Share, there shall be no corresponding adjustment to the Cash Price. Accordingly, the Creston Offer Price would, in such circumstances, decrease by the amount, if any, by which the 2016 Interim Dividend actually paid is less than 1.42 pence per Creston Share.

3. Conditions to the Acquisition

The Acquisition will be subject to the Conditions and further terms set out in Appendix I to this Announcement and which will be set out in the Scheme Document, including:

· the approval by a majority in number of Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted;

· the approval by Creston Shareholders of the Resolution in connection with the implementation of the Scheme, by the requisite majority at the Creston General Meeting;

· the sanction of the Scheme by the Court;

· the Scheme becoming Effective by no later than the Long Stop Date; and

· the satisfaction of the other Conditions listed in Appendix I to this Announcement.

4. Background to and reasons for the Independent Creston Directors' recommendation

The Independent Creston Directors have held discussions to evaluate the Acquisition on behalf of Creston Shareholders as a whole.

In considering their intended recommendation of the Acquisition, the Independent Creston Directors have taken into account the risks inherent in the continued successful execution of Creston's business plan and the potential for future growth in equity value for Creston Shareholders against the certainty of a cash offer. As such, the Independent Creston Directors believe Creston Shareholders deserve the opportunity to realise value from their investment in cash immediately at an attractive premium.

5. Background to and reasons for the Acquisition

DBAY is a European value investment advisor and manages a range of funds with the aim of making long term investments and working alongside the management teams of its investee companies to support them in developing clear growth opportunities with a particular emphasis on creating long term value.

Having identified relevant investment characteristics in Creston, DBAY Funds first invested in Creston Shares in August 2014 and have continued to add to their Creston shareholding since that time. DBAY Funds are currently interested in 16,460,977 Creston Shares, representing approximately 28.05 per cent. of the Creston Shares in issue at the Last Practicable Date, and are Creston's largest shareholder. On 18 February 2016, Iain Ferguson was appointed to the Creston Board as a non-executive director, representing the DBAY Funds' shareholding.

DBAY and Bidco believe that they are well positioned to support the future growth of Creston and the Acquisition is the culmination of DBAY's progressive interest in Creston as a long term investment. DBAY and Bidco firmly believe that the next stage of Creston's development would be best achieved under private ownership, eliminating the regulatory burden, constraints and costs of maintaining a public listing, with DBAY, as a majority shareholder, supporting the Creston management team to develop the business for the benefit of all stakeholders and to create long term sustainable value.

6. Recommendation and undertakings by Independent Creston Directors

The Independent Creston Directors, who have been so advised by Rothschild as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Independent Creston Directors, Rothschild has taken into account the commercial assessments of the Creston Directors. In addition, the Independent Creston Directors consider the terms of the Acquisition to be in the best interest of Creston Shareholders as a whole. Iain Ferguson has been appointed to the Creston Board as a non-executive director, representing the DBAY Funds' shareholding, and therefore, has taken no part in the consideration of the Acquisition.

Accordingly, the Independent Creston Directors intend unanimously to recommend that Creston Shareholders vote in favour of the Scheme at the Court Meeting and approve the Resolution to be proposed at the Creston General Meeting, as the Independent Creston Directors who are interested in Creston Shares have irrevocably undertaken to do (or procure to be done) in respect of their own holdings (and those of their family members) of, 378,061 Creston Shares, representing, in aggregate, approximately 0.64 per cent. of the share capital of Creston in issue on the Last Practicable Date and 0.90 per cent. of the Scheme Shares entitled to vote at the Court Meeting.

Further details of these irrevocable undertakings are set out in Appendix III to this Announcement.

7. Irrevocable Undertakings from other Creston Shareholders

In addition to the irrevocable undertakings received from Independent Creston Directors, referred to above, Bidco has also received irrevocable undertakings from certain other Creston Shareholdersto vote (or to procure the voting) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the Creston General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of a total of 2,391,120 Creston Shares, representing, in aggregate, approximately 4.07 per cent. of the share capital of Creston in issue on the Last Practicable Date and 5.66 per cent. of the Scheme Shares entitled to be voted at the Court Meeting.

In aggregate, therefore, Bidco has received irrevocable undertakings in respect of 2,769,181 Creston Shares, representing approximately 4.72 per cent. of the share capital of Creston in issue on the Last Practicable Date (and approximately 6.56 per cent. of the Scheme Shares entitled to vote at the Court Meeting).

Further details of these irrevocable undertakings are set out in Appendix III to this Announcement.

8. Information on Bidco and DBAY

Bidco is a company limited by shares, incorporated on 8 November 2016 under the laws of England and Wales, for the purpose of implementing the Acquisition. Bidco has not traded since the date of its incorporation and has not entered into any obligations, other than in connection with the Acquisition and the financing of the Acquisition. Bidco is indirectly owned and controlled by DBAY Funds.

DBAY is a regulated investment manager licensed to conduct investment business by the Isle of Man Financial Services Authority. It was founded in 2011 and manages a range of closed end private equity funds and co-investment vehicles for endowments, foundations and other institutional investors.

DBAY is a value investor. It is sector agnostic and aims to support companies in which it makes long term investments to develop clear growth opportunities with a particular emphasis on creating long term value by working alongside management teams. Recent investments include a controlling participation in Eddie Stobart Logistics Ltd, the UK logistics company with run rate turnover of nearly £500 million and approximately 4,500 staff.

9. Information on Creston

Creston plc (LSE: CRE), incorporating the Unlimited Groupoffer, is a marketing communications group delivering a range of digital marketing solutions to blue-chip global clients. Encompassing consultants and discipline experts from across the industry and beyond, the Unlimited Group unlocks the power of creative collaboration to realise the opportunities that exist for brands and businesses in today's rapidly evolving world.

Today Creston announced its results for the six months ended 30 September 2016. The announcement can be found on Creston's website at www.creston.com. Creston continues to trade broadly in line with management's expectations.

10. Management, employees and locations of business

Bidco recognises the quality of the Creston management team and employees generally and their importance to the future success of Creston. Bidco believes that following completion of the Acquisition, in a private company setting and with access to the support and other resources of DBAY, management will be better able to fully focus on optimising Creston's long term value.

Bidco intends to support and strengthen the Creston management team and to help develop and execute management's current long term strategy for Creston, including with regards to its plans for the continued employment of the Creston employees. Following completion of the Acquisition, Bidco intends to engage Iain Ferguson as non-executive Chairman of Creston to provide support for the Creston management team and to undertake a thorough review of the Creston Group and the markets in which it operates. It is possible that this review may lead to the identification of additional strategic opportunities for Creston, and Bidco will evaluate such opportunities, if and when they are identified, with a view to optimising Creston's performance and accelerating its growth.

Bidco's current plans for Creston do not include any material change in the conditions of employment of Creston Group employees and, following completion of the Acquisition, Bidco intends to ensure that the existing employment rights, including any pension rights, of the management and employees of Creston will be fully safeguarded.

Following completion of the Acquisition, Bidco expects to put in place incentivisation arrangements for the benefit of the management and certain other employees of the Creston Group, but no discussions have taken place thus far between Bidco and Creston or its employees in relation to the terms of those arrangements.

Further information regarding the Creston Share Schemes and the proposed treatment of interests under those schemes is set out in paragraph 14 of this Announcement.

Bidco has no intention to change the locations of Creston's places of business or to redeploy any material fixed assets of Creston as a consequence of the Acquisition.

It is intended that each of the independent non-executive directors of Creston will resign from the Creston Board, conditional upon and with effect from the Effective Date (or, in the event that the Acquisition is implemented by way of a Takeover Offer, upon or shortly following the Takeover Offer becoming or being declared wholly unconditional).

11. Financing arrangements

GCA Altium, in its capacity as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy, in full, the Cash Price under the terms of the Acquisition.

The Cash Price is being partially financed by debt to be provided under facilities arranged by The Governor and Company of the Bank of Ireland, Barclays Bank PLC and HSBC Bank plc.

Under the terms of the Facilities Agreement, Bidco has agreed it will not amend, waive, withdraw or agree to decide not to enforce in whole or in part any Condition without the prior written consent of the Agent (acting on the instructions of the Majority Lenders acting reasonably and without undue delay) unless: (i) required by law or regulation (including the Code), the London Stock Exchange, the Panel or, if relevant, the Court; or (ii) such action could not reasonably be expected to adversely affect the interests of the Lenders taken as a whole in any material respect (and is notified to the Lenders), save that Bidco shall be entitled to waive any Conditions that are not customarily allowed to be invoked by the Panel without consulting with or making a request to the Panel.

The balance of the Cash Price will be funded through equity and intra-group debt financing provided by the DBAY Funds.

12. Structure of the Acquisition and the Scheme Document

Scheme

It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement between Creston and the Scheme Shareholders under Part 26 of the Companies Act. The intention of the Scheme is to enable Bidco to become the owner of the whole of the issued and to be issued share capital of Creston.

Under the Scheme, the Scheme Shares will be transferred to Bidco and in consideration the Scheme Shareholders will receive the consideration on the basis set out in paragraph 2 of this Announcement. The Scheme will be subject to the Conditions and further terms and conditions referred to in Appendix I to this Announcement and to be set out in the Scheme Document. The Acquisition will lapse if the Scheme does not become Effective by the Long Stop Date.

Approval by the Court Meeting and the Creston General Meeting

In order to become Effective, the Scheme requires:

(a) the approval of a majority in number of the Scheme Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting. At the Court Meeting, voting will be by poll and not on a show of hands and, subject to the below, all Scheme Shareholders, appearing on Creston's register of members at the Voting Record Time, will be entitled to vote at the Court Meeting and to cast one vote for each Scheme Share held;

(b) the approval of not less than 75 per cent. of the votes cast, either in person or by proxy, of the Resolution to be proposed at the Creston General Meeting (to be held directly after the Court Meeting) necessary in order to implement the Scheme, including to approve amendments to Creston's articles of association to ensure that any Creston Shares issued after the approval of the Scheme at the Court Meeting and the Scheme Record Time will be (i) subject to the Scheme and (ii) automatically acquired by Bidco (or its nominee(s)) on the same terms as under the Scheme. This will avoid any person (other than Bidco, its nominee(s) or the DBAY Funds) being left with Creston Shares after the Effective Date. At the Creston General Meeting, all Creston Shareholders, appearing on Creston's register of members at the Voting Record Time,will be entitled to vote at the Creston General Meeting and to cast one vote for each Creston Share held; and

(c) all of the other Conditions to the Acquisition, as set out in Appendix I to this Announcement, to be satisfied or (where applicable) waived.

Application to the Court to sanction the Scheme

Once thenecessary approvals have been obtained at the Creston Meetings, and the other Conditions have been satisfied or (where applicable) waived, in order for the Scheme to be capable of becoming Effective, it must be sanctioned by the Court at theScheme Court Hearing.

The Scheme willonly become Effective,however, in accordance with its terms, on delivery of theScheme Court Order to the Registrar of Companies.

Lapsing of the Acquisition

The Acquisition will lapse if, amongst other things:

(a) the approval of the requisite majorities of Scheme Shareholders at the Court Meeting is not obtained on or before the Long Stop Date or

(b) the approval of the requisite majority of Creston Shareholders to pass the Resolution to be proposed at the Creston General Meeting is not obtained on or before the Long Stop Date; or

(c) the sanction of the Scheme by the Court (without modification or with modification on terms acceptable to Bidco and Creston) and the delivery of an office copy of the Scheme Court Order to the Registrar of Companies is not procured before the Long Stop Date.

Scheme becoming Effective

Subject to the satisfaction or (where applicable) waiver of the Conditions, the Scheme is expected to become Effective by the end of December 2016 or in the first half of January 2017.

Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or Creston General Meeting, or whether they voted in favour
of or against the Scheme.

The Cash Price will be despatched by Bidco to Scheme Shareholders no later than 14 days after the Effective Date. Share certificates in respect of Creston Shares will cease to be valid and entitlements to Creston Shares held within the CREST system will be cancelled.

Scheme Document

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the Creston General Meeting and the expected timetable for the Scheme, and will specify the action to be taken by Creston Shareholders.

It is expected that the Scheme Document, together with the Forms of Proxy, will be despatched to Creston
Shareholders and, for information only, to participants in the Creston Share Schemes as soon as possible and, in any event, (save with the consent of the Panel) within 28 days of the date of this Announcement, unless Bidco and Creston otherwise agree, and the Panel consents, to a later date.

General

The Scheme will be governed by the laws of England and Wales. The Scheme will bealso subject to the
applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Conduct
Authority.

13. Interests of DBAY in Creston Shares

Bidco will make a public Opening Position Disclosure setting out details required to be disclosed by it under Rule 8.1(a) of the Code.

As at the Last Practicable Date, RedWhiteBlue Champion Limited, which is controlled by DBAY Funds, and is the indirect shareholder of 100 per cent of the issued share capital of Bidco held 16,460,977 Creston Shares, representing 28.05 per cent of the issued Creston Shares.

Save in respect of the above interests, and save in respect of the irrevocable undertakings referred to at paragraphs 6 and 7 above, as at the Last Practicable Date neither Bidco, nor DBAY, nor any of their respective directors, nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Code) with Bidco or DBAY had (i) any interest or right to subscribe for Creston Shares; nor (ii) any short positions in respect of relevant Creston Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery; nor (iii) borrowed or lent any Creston Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code).

'Interests in securities' for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

14. Creston Share Schemes

Participants in the Creston Share Schemes will be contacted regarding the effect of the Acquisition on their rights under the Creston Share Schemes and appropriate proposals will be made to such participants in due course. Further details of the terms of such proposals shall be included in the Scheme Document and separate proposal documentation.

15. Acquisition related arrangements

Confidentiality agreement

On 16 November 2016, DBAY UK Limited (a member of the Wider Bidco Group) and Creston entered into a confidentiality agreement in relation to the Acquisition, pursuant to which they each undertook, subject to certain exceptions, to keep information relating to one another confidential and to not disclose it to third parties. Unless terminated earlier, the confidentiality obligations will remain in force for 12 months from the date of the agreement.

16. Delisting and cancellation of trading and re-registration

It is intended that applications will be made to (a) the London Stock Exchange to cancel trading in Creston Shares on the London Stock Exchange's market for listed securities and (b) the UK Listing Authority to cancel the listing of the Creston Shares on the Official List, in each case with effect from or shortly after the Effective Date. The last day of dealing in Creston Shares on the London Stock Exchange is currently expected to be the business day immediately prior to the Effective Date and it is currently intended that no transfers will be registered after 6:00 pm on that date.

Share certificates in respect of the Creston Shares will cease to be valid and should be destroyed on the Effective Date. In addition, entitlements held within CREST to the Creston Shares will be cancelled on the Effective Date.

It is Bidco's intention that in due course, following a delisting, Creston will be re-registered as a private limited company.

17. Documents on display

The following documents will, in accordance with Rule 26.2 of the Code, be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Creston's website at www.creston.com by no later than 12 noon on the Business Day following the date of this Announcement until the end of the Offer Period:

· this Announcement;

· the irrevocable undertakings described in paragraphs 6 and 7 above;

· certain financing documents referred to in paragraph 11 above; and

· the confidentiality agreement described in paragraph 15 above.

18. General

This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

The Scheme will be subject to the Conditions and certain further terms set out in Appendix I to this Announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix II to this Announcement contains the sources and bases of certain information contained in this Announcement. Appendix III to this Announcement contains a summary of the irrevocable undertakings received in relation to the Acquisition. Appendix IV to this Announcement contains the definitions of certain expressions used in this Announcement.

Bidco reserves the right, subject to the prior consent of the Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Creston as an alternative to the Scheme. In such an event, a Takeover Offer will be implemented on the same terms (subject to appropriate amendments, including, if the Panel so agrees, an acceptance condition set at up to 90 per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent., as Bidco may decide), so far as applicable, as those which would apply to the Scheme.

If the Acquisition is effected by way of a Takeover Offer, there can be no certainty as to the level of the acceptance condition, or of Bidco's willingness to waive or lower such acceptance condition. If such Takeover Offer becomes or is declared unconditional in all respects, where:

· acceptances are received from Creston Shareholders such that, together with any other Creston Shares unconditionally acquired, owned or controlled by DBAY, the DBAY Funds or Bidco, Bidco will hold at least 75 per cent. of the voting rights attaching to the Creston Shares, Bidco intends to request that the then appointed Creston Board (subject to its fiduciary duties) will apply to the London Stock Exchange and the UK Listing Authority respectively to cancel trading in Creston Shares on the London Stock Exchange's market for listed securities and cancel the listing of the Creston Shares on the Official List, which cancellations would eliminate the liquidity of Creston Shares for any remaining Creston Shareholders; and

· Bidco receives acceptances under the Takeover Offer in respect of, or otherwise acquires, 90 per cent. or more of the Creston Shares to which the Takeover Offer relates by nominal value and voting rights attaching to such shares, Bidco intends to exercise its rights pursuant to sections 974 to 991 of the Companies Act to acquire compulsorily the remaining Creston Shares in respect of which the Takeover Offer has not been accepted on the same terms as the Takeover Offer.

The availability of any such Takeover Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements.

19. Consents

GCA Altium has given and has not withdrawn its written consent to the issue of this Announcement with the inclusion therein of the references to its name in the form and context in which it appears.

Rothschild has given and has not withdrawn its written consent to the issue of this Announcement with the inclusion therein of the references to its name in the form and context in which it appears.

Liberum Capital Limited has given and has not withdrawn its written consent to the issue of this Announcement with the inclusion therein of the references to its name in the form and context in which it appears.

Further Information

GCA Altium, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Bidco and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of GCA Altium nor for providing advice in relation to the matters referred to in this Announcement.

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Creston and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Creston for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the matters referred to in this Announcement.

Liberum, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting exclusively as corporate broker to Creston and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Creston for providing the protections afforded to clients of Liberum nor for providing advice in relation to the matters referred to in this Announcement.

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to the Acquisition in any jurisdiction in contravention of any applicable laws. The Acquisition is intended to be implemented by way of a Scheme pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any decision, vote or other response in respect of the Acquisition should be made only on the basis of information contained in the Scheme Document. Creston Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once it has been dispatched.

This Announcement does not constitute a prospectus or prospectus-equivalent document.

This Announcement has been prepared for the purpose of complying with English law, the Code and the Listing Rules of the Financial Conduct Authority 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.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom and the ability of Creston Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be restricted by laws and/or regulations of those jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme Shares with respect to the Scheme at the Court Meeting or with respect to the Resolution at the Creston General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting and/or Creston General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or Creston Shareholders who are not resident in 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.

The Acquisition will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws of that jurisdiction and no person may vote in favour of the Acquisition by any use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition 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 them in or into or from any Restricted Jurisdiction.

Further details in relation to Creston Shareholders in overseas jurisdictions will be contained in the Scheme Document.

Notice to US investors

Creston Shareholders in the United States should note that the Acquisition relates to the securities of a company organised under the laws of England and Wales and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules.

Creston's financial statements, and all financial information that is included in this Announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been or will be prepared in accordance with International Financial Reporting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

Forward Looking Statements

This Announcement contains certain statements in relation to Bidco and Creston that are, or may be deemed to be, 'forward-looking statements' which are prospective in nature. All statements other than statements of historical fact, are or may be deemed to be, forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are therefore subject to known and unknown risks and uncertainties which could cause actual results, performance or events to differ materially from the future results, performance or events expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as 'plans', 'expects', 'is expected', 'is subject to', 'budget', 'scheduled', 'estimates', 'forecasts', 'intends', 'anticipates', 'believes', 'targets', 'aims', 'projects', 'goal', 'objective', 'outlook', 'risks', 'seeks' or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results 'may', 'could', 'should', 'would', 'might', 'probably' or 'will' be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement. Any forward-looking statements made in this Announcement on behalf of Bidco or Creston are made as of the date of this Announcement based on the opinions and estimates of directors of Bidco and Creston, respectively. Each of the Bidcoand Creston and their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except as required by applicable law. Neither Bidco and Creston nor their respective members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur.

No forward-looking or other statements have been reviewed by the auditors of Bidco or Creston. All subsequent oral or written forward-looking statements attributable to Bidco, Crestonor their respective members, directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

No profit forecasts or estimates

Nothing in this Announcement is intended or shall be deemed to be a forecast, projection or estimate of the future financial performance ofBidcoor Creston for any period and no statement in this Announcement should be interpreted to mean that cash flow from operations, earnings, or earnings per share or income of those persons (where relevant) for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, earnings, earnings per share or income of those persons (as appropriate).

Disclosure requirements of 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 securities exchange 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 securities exchange 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 securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3:30 pm (London time) on the 10 Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 pm (London time) on the 10 Business Day following the Announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 securities exchange offeror, they will normally be deemed to be a single person for the purpose of Rule 8.3 of the Code.

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 of the Code). 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 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website and availability of hard copies

A copy of this Announcement and the display documents required to be published pursuant to Rule 26 of the Code will be made available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, on Creston's website at www.creston.com by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt, the contents of such website is not incorporated into, and do not form part of, this Announcement.

Any person who is required to be sent a copy of this Announcement under the Code, and who has not received a hard copy of it, may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement) by submitting a request in writing to Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling Capita Asset Services on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 am and 5:30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Save as otherwise referred to above, a hard copy of this Announcement will not be sent unless requested. Any such person may also request that all future documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form.

Relevant securities in issue

In accordance with Rule 2.9 of the Code, Creston confirms that, as at the close of business on 16 November 2016, it has 58,682,596 ordinary shares of 10 pence each in issue admitted to trading on the London Stock Exchange's market for listed securities. The International Securities Identification Number for Creston Shares is GB0004440284.

Electronic communications

Please note that under Rule 2.11(c) of the Code, all addresses, electronic addresses (if any) and certain other information provided by the Creston Shareholders, persons with information rights and other relevant persons for the receipt of communications from Creston will upon request be provided to offerors (including Bidco) during the Offer Period as required under Section 4 of Appendix 4 of the Code.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

Appendix I
Conditions and Further Terms of the Acquisition and the Scheme

Part A: Conditions of the Acquisition

The Acquisition is conditional upon the Scheme becoming unconditional and becoming Effective by no later than the Long Stop Date or such later date (if any) as Bidco and Creston may agree and (if required) the Panel and the Court may allow.

1. The Scheme shall be conditional on the following Conditions:

Scheme Approval

(a) the approval of the Scheme at the Court Meeting (or at any adjournment of any such meeting) by a majority in number representing 75 per cent. or more in value of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy;

(b) the resolution required to approve and implement the Scheme as set out in the notice of the Creston General Meeting (including, without limitation, to amend Creston's articles of association) being duly passed by the requisite majority required to pass such resolution at the Creston General Meeting or at any adjournment of that meeting; and

(c) the sanction of the Scheme by the Court (without modification or with modification on terms acceptable to Bidco and Creston) and the delivery of an office copy of the Scheme Court Order to the Registrar of Companies.

2. In addition, subject as stated in Part B below and to the requirements of the Code, the Acquisition will be conditional upon the following Conditions and, accordingly, the Court Order will not be delivered to the Registrar of Companies unless such Conditions have been satisfied or, where relevant, waived:

Other third party clearances

(a) no government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body or association, institution or agency (including any trade agency) or any court tribunal in any jurisdiction (each a 'Relevant Authority') having taken or instituted or given written notice of any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same) or enacted, made or proposed and there not continuing to be outstanding any statute, regulation, order or decision that would or would reasonably be expected to:

(i) make the Acquisition or other acquisition of Creston Shares, or control or management of Creston by Bidco or any member of Wider Bidco Group void, unenforceable or illegal in any jurisdiction or directly or indirectly prohibit or otherwise materially restrict, materially delay or materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge or require amendment to the terms of, the Scheme or the Acquisition or other acquisition of any Creston Shares, or control or management of Creston by Bidco or any member of the Wider Bidco Group;

(ii) require, prevent or materially delay the divestiture (or alter the terms of any proposed divestiture) by the Wider Bidco Group or the Wider Creston Group of all or any material part of their respective businesses, assets or properties or impose any material limitation on their ability to conduct all or any part of their respective businesses and to own, control or manage any of their respective assets or properties;

(iii) impose any limitation on, or result in any material delay in, the ability of any member of the Wider Bidco Group to acquire or hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider Creston Group or on the ability of any member of the Wider Creston Group to hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any other member of the Wider Creston Group to an extent which is material in the context of the Wider Creston Group taken as a whole or the Wider Bidco Group taken as a whole or material in the context of the Acquisition (as the case may be);

(iv) except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Bidco Group or of the Wider Creston Group to acquire or offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Creston Group or any member of the Wider Bidco Group owned by a third party (other than in the implementation of the Acquisition);

(v) other than in the implementation of the Acquisition, require the divestiture by any member of the Wider Bidco Group of any shares, securities or other interests in any member of the Wider Creston Group;

(vi) impose any material limitation on, or result in any material delay in, the ability of any member of the Wider Bidco Group or the Wider Creston Group to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Bidco Group and/or the Wider Creston Group;

(vii) result in any member of the Wider Creston Group ceasing to be able to carry on business under any name under which it presently does so, to an extent which is material in the context of the Wider Creston Group taken as a whole or the Wider Bidco Group taken as a whole or material in the context of the Acquisition (as the case may be);

(viii) otherwise materially and adversely affect the business, assets, financial or trading position or profits of any member of the Wider Creston Group,

and all applicable waiting and other time periods (including extensions thereof) during which any such Relevant Authority could decide to take, institute or threaten any such action, proceeding, suit, investigation, enquiry or reference having expired, lapsed or been terminated; provided that, for the avoidance of doubt, this paragraph 2.(a) shall not apply to any action taken by a Relevant Authority in relation to a contract or arrangement with a member of the Wider Creston Group entered into in the ordinary course of its business;

(b) other than in relation to the approvals referred to in paragraph 2(a) above, all material filings, applications and/or notifications which are necessary under applicable legislation or regulation of any relevant jurisdiction having been made and all relevant waiting periods and other time periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated and all applicable statutory or regulatory obligations in any jurisdiction having been complied with in each case in respect of the Scheme and the Acquisition or, except pursuant to Chapter 3 of Part 28 of the Companies Act, other acquisition of any shares or other securities in, or control or management of, Creston or any member of the Wider Creston Group by any member of the Wider Bidco Group or (except as Disclosed) the carrying on by any member of the Wider Creston Group of its business;

(c) other than in relation to the approvals referred to in paragraph 2(a) above, all Authorisations which are necessary in any jurisdiction for or in respect of the Acquisition and other acquisition of any Creston Shares, or control of Creston, by Bidco or any member of the Wider Bidco Group being obtained on terms and in a form reasonably satisfactory to Bidco from appropriate Relevant Authorities, or (except as Disclosed) from any persons or bodies with whom any member of the Wider Bidco Group or the Wider Creston Group has entered into contractual arrangements or material business relationships, and such Authorisations, together with all other Authorisations necessary for any member of the Wider Creston Group to carry on its business (except as Disclosed) (where the absence of any such Authorisations would be material and adverse in the context of the Acquisition) remaining in full force and effect and no written notice of any intention to revoke, suspend, restrict or modify or not to renew any of the same having been given.

Confirmation of absence of adverse circumstances

(d) except as Disclosed, there being no provision of any agreement, arrangement, licence or other instrument to which any member of the Wider Creston Group is a party or by or to which any such member or any of its assets is or may be bound or subject which, as a result of the implementation of the Acquisition or other acquisition by Bidco or any member of the Wider Bidco Group of any Creston Shares, or change in the control or management of Creston or otherwise, would or would reasonably be expected to result in (in each case to an extent which is material in the context of the Wider Creston Group taken as a whole):

(i) any monies borrowed by or any other indebtedness (actual or contingent) of, or any grant available to, any such member of the Wider Creston Group becoming repayable, or capable of being declared repayable, immediately or earlier than the stated repayment date or the ability of such member to borrow monies or incur any indebtedness being withdrawn or inhibited;

(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any such member of the Wider Creston Group or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable;

(iii) any rights, assets or interests of any such member of the Wider Creston Group being or falling to be disposed of or ceasing to be available to any member of the Wider Creston Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider Creston Group;

(iv) the interest or business of any such member of the Wider Creston Group in or with any other person, firm or company (or any agreements or arrangements relating to such interest or business) being terminated or adversely modified or affected;

(v) any such member of the Wider Creston Group ceasing to be able to carry on business under any name under which it presently does so;

(vi) the value of any such member of the Wider Creston Group or its financial or trading position or prospects being prejudiced or adversely affected;

(vii) any such agreement, arrangement, licence or other instrument being terminated or adversely modified or any onerous obligation arising or any adverse action being taken or arising thereunder;

(viii) the creation of any liability (actual or contingent) by any such member of the Wider Creston Group, other than trade creditors or other liabilities incurred in the ordinary course of business; or

(ix) any requirement on any member of the Wider Creston Group to acquire, subscribe, pay up or repay any shares or other securities (or the equivalent);

and no event having occurred which, under any provision of any agreement, arrangement, licence or other instrument to which any member of the Wider Creston Group is a party or by or to which any such member or any of its assets is or may be bound or subject, would or would reasonably be expected to result in any events or circumstances as are referred to in this paragraph 2.(d) (in each case to an extent which is material in the context of the Wider Creston Group taken as a whole);

No material transactions, claims or changes in the conduct of the business of the Creston Group

(e) except as Disclosed, no member of the Wider Creston Group having since 31 March 2016:

(i) issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible or exchangeable securities or transferred or sold (or agreed to transfer or sell) any shares out of treasury (except, in each case, (a) as between Creston and its wholly owned subsidiaries or between its wholly owned subsidiaries, or (b) upon, pursuant to or in respect of the exercise of any options or vesting of any awards granted under the Creston Share Plans);

(ii) recommended, declared, paid or made or resolved to recommend, declare, pay or make any bonus, dividend or other distribution, whether payable in cash or otherwise other than (a) dividends or other distributions, whether payable in cash or otherwise, lawfully paid or made by any wholly-owned subsidiary of Creston to Creston or any of its wholly-owned subsidiaries and (b) in respect of the payment of the 2016 Interim Dividend;

(iii) (except for transactions between Creston and its wholly-owned subsidiaries, or between its wholly-owned subsidiaries or transactions in the ordinary course of business) implemented or authorised any merger or demerger acquired or disposed of or transferred, mortgaged or charged, or created any other security interest over, any asset or any right, title or interest in any asset (in each case to an extent which is material in the context of the Wider Creston Group taken as a whole);

(iv) entered into, or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of businesses or corporate entities (in each case to an extent which is material in the context of the Wider Creston Group taken as a whole);

(v) other than pursuant to the Acquisition and except for transactions between Creston and its wholly owned subsidiaries or between wholly owned subsidiaries of Creston, implemented or authorised any reconstruction, amalgamation, scheme or other transaction or arrangement with a substantially equivalent effect (in each case to an extent which is material in the context of the Wider Creston Group taken as a whole);

(vi) purchased, redeemed or repaid any of its own shares or other securities or reduced or made or authorised any other change in its share capital (except, in each case, where relevant, (a) as between Creston and wholly owned subsidiaries of Creston or between the wholly owned subsidiaries of Creston, or (b) upon, pursuant to or in respect of the exercise of any options or vesting of any awards granted under the Creston Share Plans);

(vii) made or authorised any change in its loan capital or issued or authorised the issue of any debentures or incurred or increased any indebtedness or contingent liability (except, in each case, where relevant, as between Creston and wholly owned subsidiaries of Creston or between the wholly owned subsidiaries of Creston) (in each case to an extent which is material in the context of the Wider Creston Group taken as a whole);

(viii) entered into, varied or terminated, or authorised the entry into, variation or termination of, any contract, commitment or arrangement (whether in respect of capital expenditure, real estate or otherwise) which is outside the ordinary course of business or which is of a long term, onerous or unusual nature or magnitude or which involves, or would reasonably be expected to involve, an obligation of a nature or magnitude which is materially restrictive on the business of any member of the Wider Creston Group (in each case to an extent which is material in the context of the Wider Creston Group taken as a whole);

(ix) been unable or deemed unable, or admitted in writing that it is unable, to pay its debts as they fall due or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business (in each case to an extent which is material in the context of the Wider Creston Group taken as a whole);

(x) commenced negotiations with any of its creditors or taken any step with a view to rescheduling or restructuring any of its indebtedness or entered into a composition, compromise, assignment or arrangement with any of its creditors whether by way of a voluntary arrangement, scheme of arrangement, deed of compromise or otherwise (in each case to an extent which is material in the context of the Wider Creston Group taken as a whole);

(xi) (other than in respect of a member of the Wider Creston Group which is dormant and solvent at the relevant time) taken any corporate action or had any legal proceedings started, served or threatened against it or any documents filed or faxed in court for its winding-up (voluntary or otherwise), dissolution or reorganisation (or for any analogous proceedings or steps in any jurisdiction) or for the appointment of a liquidator, provisional liquidator, receiver, administrator, administrative receiver, trustee or similar officer (or for the appointment of any analogous person in any jurisdiction) of all or any of its assets and revenues or had written notice given of the intention to appoint any of the foregoing to it (in each case to an extent which is material in the context of the Wider Creston Group taken as a whole);

(xii) except in the ordinary course of business, waived, compromised, settled, abandoned or admitted any dispute, claim or counter-claim whether made or potential and whether by or against any member of the Wider Creston Group (in each case to an extent which is material in the context of the Wider Creston Group taken as a whole);

(xiii) made any material alteration to its constitutional documents (other than the amendments to Creston's articles of association as required in connection with the Acquisition);

(xiv) entered into, or varied the terms of, or terminated or given notice of termination of, any service agreement or arrangement with any director or senior executive of any member of the Wider Creston Group;

(xv) proposed, agreed to provide, or agreed to modify the terms of, any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by any member of the Wider Creston Group; or

(xvi) entered into any contract, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) to effect, or proposed or announced any intention to effect, any of the transactions, matters or events referred to in this paragraph 2.(e) (otherwise than where permitted or referred to in this paragraph 2.(e));

(f) except as Disclosed, since 31 March 2016:

(i) no adverse change having occurred, and no circumstances having arisen which would reasonably be expected to result in any adverse change, in the business, assets, financial or trading position or profits of any member of the Wider Creston Group (in each case to an extent which is material in the context of the Wider Creston Group taken as a whole); and

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings in any jurisdiction having been threatened, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider Creston Group or to which any member of the Wider Creston Group is a party (whether as claimant or defendant or otherwise) and no investigation by any Relevant Authority or other investigative body against or in respect of any member of the Wider Creston Group having been threatened in writing, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider Creston Group (in each case to an extent which is material in the context of the Wider Creston Group taken as a whole);

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Creston Group having been threatened in writing, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Creston Group, in each case to an extent which is material in the context of the Wider Creston Group taken as a whole;

(iv) no steps having been taken and no omissions having been made which would result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Creston Group which is necessary for the proper carrying on of its business, and the withdrawal, cancellation, termination or modification of which would have a material adverse effect on the Wider Creston Group taken as a whole; and

(v) no contingent or other liability having arisen outside the ordinary course of business which would or would reasonably be expected to adversely affect any member of the Wider Creston Group (in each case to an extent which is material in the context of the Wider Creston Group taken as a whole); and

(g) except as Disclosed, Bidco not having discovered that:

(i) any financial, business or other information concerning the Wider Creston Group publicly announced prior to the date of this Announcement at any time by any member of the Wider Creston Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading (in each case to an extent which is material in the context of the Wider Creston Group taken as a whole);

(ii) there is any information which affects the import of any information publicly announced prior to the date of this Announcement by or on behalf of any member of the Wider Creston Group (in each case to an extent which is material in the context of the Wider Creston Group taken as a whole);

(iii) any member of the Wider Creston Group is subject to any liability, contingent or otherwise, other than in the ordinary course of business (in each case to an extent which is material in the context of the Wider Creston Group taken as a whole); or

(iv) there is or is likely to be any obligation or liability (whether actual or contingent) to make good, repair, re-instate or clean up any property now or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Creston Group under any environmental legislation, regulation, notice, circular or order of any Relevant Authority in any jurisdiction (in each case to an extent which is material in the context of the Wider Creston Group taken as a whole).

Part B: Certain further terms of the Acquisition

1. Bidco reserves the right (subject to the requirements of the Code and the Panel) to waive, in whole or in part, the above Conditions in paragraph 2.

2. If Bidco is required by the Panel to make an offer for Creston Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

3. The Acquisition shall lapse unless all the above Conditions in paragraphs 1.(a), 1.(b) and 2 have been fulfilled or, where permitted, waived by 11:59 pm on the date immediately preceding the date of the Scheme Court Hearing. Such date may not be further extended, other than with the agreement of Bidco, Creston and the Panel.

4. Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in paragraph 2 by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

5. Under Rule 13.5 of the Code, Bidco may not invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. The Conditions contained in paragraph 1 are not subject to this provision of the Code.

6. The Creston Shares to be acquired under the Acquisition shall be acquired fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement, save for the 2016 Interim Dividend. Accordingly, without prejudice to paragraph 2 of this Announcement, insofar as any dividend or other distribution or return of value is authorised, declared, made or paid in respect of Scheme Shares on or after the date of this Announcement and prior to the Effective Date, other than the 2016 Interim Dividend, or in excess of the 2016 Interim Dividend, Bidco reserves the right to reduce the Creston Offer Price by the amount of any such dividend or other distribution or, in the case of a dividend or other distribution or return of value in excess of the 2016 Interim Dividend, by the amount of all or part of any such excess, except where the Scheme Shares are or will be acquired pursuant to the Scheme on a basis which entitles Bidco to receive the dividend, distribution or return of value and to retain it.

7. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the Restricted Jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

8. Bidco reserves the right, subject to the prior consent of the Panel, to implement the Acquisition by way of a Takeover Offer. In such event, the Takeover Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in acquisition method.

9. The Acquisition is governed by English law and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I to this Announcement and those terms which will be set out in the Scheme Document. The Acquisition shall be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.

10. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

11. The Acquisition shall lapse, and shall no longer bind Scheme Shareholders or Bidco if:

(a) in so far as the Acquisition or any matter arising from or relating to the Acquisition constitutes a concentration with a Community dimension within the scope of the Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority in the United Kingdom under Article 9(1) of the Regulation and there is then a CMA Phase 2 Reference; or

(b) in so far as the Acquisition or any matter arising from the Acquisition does not constitute a concentration with a Community dimension within the scope of the Regulation, the Acquisition or any matter arising from or relating to the Acquisition becomes subject to a CMA Phase 2 Reference,

in each case, before the date of the Court Meeting.

Appendix II
Sources of information and bases of calculation

In this Announcement, unless otherwise stated, or the context otherwise requires, the bases and sources used are set out below.

1. Unless otherwise stated, financial information relating to the Creston Group has been extracted or derived (without any adjustment) from the Creston Group's unaudited results for the six month financial period ended on 30 September 2016 or the Creston Group's audited consolidated financial statements for the financial year ended on 31 March 2016, as applicable.

2. All references to Creston Shares in issue exclude Creston Shares held in treasury.

3. As at the Last Practicable Date, there were 58,682,596 Creston Shares in issue.

4. The International Securities Identification Number for the Creston Shares is GB0004440284.

5. The aggregate transaction value of £75.8 million has been calculated on the basis of:

(a) 58,612,557 Creston Shares in issue (excluding Creston Shares held by the Trustee) multiplied by the Creston Offer Price of 126.42 pence per Creston Share; plus(b) 1,288,848 Creston Shares held in treasury and intended to be transferred out of treasury, before the Effective Date, in connection with the exercise of any options or vesting of any awards granted under the Creston Share Plans multiplied by the Cash Price of 125 pence per Creston Share; plus

(c) 70,039 Creston Shares held by the Trustee to be transferred, before the Effective Date, in connection with the exercise of any options or vesting of any awards granted under the Creston Share Plans multiplied by the Cash Price of 125 pence per Creston Share.

6. The number of Scheme Shares entitled to be voted at the Court Meeting is 42,221,619 and has been calculated by subtracting the 16,460,977 Creston Shares held directly or indirectly by the DBAY Funds from the 58,682,596 Creston Shares in issue as at the Last Practicable Date.

7. Unless otherwise stated, all prices and closing prices for Creston Shares are closing middle market quotations derived from the Daily Official List published by the London Stock Exchange, save that the volume weighted average price of a Creston Share has been derived from FactSet.

Appendix III

Irrevocable Undertakings

Creston Directors' Irrevocable Undertakings

The following Creston Directors have given an irrevocable undertaking to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the Creston General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer) in relation to the following Creston Shares, in which they or their family members are beneficially interested:

These irrevocable undertakings will cease to be binding if:

(a) Bidco announces, with the consent of the Takeover Panel, that it does not intend to make or proceed with the Acquisition;

(b) the Scheme Document or the Offer Document (as the case may be) has not been posted within 28 days of the date of this Announcement (or within such longer period as Bidco and Creston, with the consent of the Panel, determine); or

(c) the Acquisition lapses or is withdrawn in accordance with its terms.

Creston Shareholders' Irrevocable Undertakings

Further, certain other Creston Shareholders have given an irrevocable undertaking to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the Creston General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer) in relation to the following Creston Shares:

These irrevocable undertakings will cease to be binding in the same circumstances as described above in respect of the Creston Directors' irrevocable undertakings.

Appendix IV

Definitions

For the purposes of this Announcement, 'subsidiary', 'subsidiary undertaking', 'undertaking' and 'associated undertaking' have the respective meanings given thereto by the Companies Act.

All references to 'pounds', 'pounds Sterling', 'Sterling', '£', 'pence', 'penny' and 'p' are to the lawful currency of the United Kingdom.

All the times and/or dates referred to in this Announcement are to those times and/or dates as determined by Greenwich Mean Time, unless otherwise stated.

References to the singular include the plural and vice versa.