Northacre : Proposed Cancellation of Admission to Trading on AIM – Circular

If you sell or have sold or otherwise transferred all your Ordinary Shares in the Company please immediately forward this document together with the accompanying form of proxy to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, these documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws and restrictions of such jurisdiction. Persons into whose possession this document and any accompanying documents should come, should inform themselves about and observe any such laws and restrictions. If you have sold or otherwise transferred only part of your holding of Ordinary Shares, please contact immediately your stockbroker, bank or other agent through whom the sale of transfer was effected.

(incorporated and registered in England and Wales under the Companies Act 2006 with registered number 03442280)

This document should be read in its entirety. Your attention is drawn to the letter from the Chairman of the Company set out in Part I of this document which includes a recommendation of the Directors that you vote in favour of the Resolution to be proposed at the General Meeting referred to below.

Page

Notice provided to the London Stock Exchange 1.00 p.m. on Friday 9 December 2016 of the proposed Cancellation

Publication and posting of this document and Friday 9 December 2016 Form of Proxy to Shareholders

Latest time and date for receipt of completed 12.00 p.m. on Monday 2 January 2017 Forms of Proxy in respect of the General Meeting

Time and date of the General Meeting 12.00 p.m. on Wednesday 4 January 2017 Expected last day of dealings in Ordinary Shares on AIM Wednesday 11 January 2017 Expected time and date of Cancellation 7.00 a.m. on Thursday 12 January 2017

Notes:

1. All of the times referred to in this document refer to London time, unless otherwise stated.

2. Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

The following definitions apply throughout this document, unless the context requires otherwise: "2006 Act" the UK Companies Act 2006 as amended from time to time

"AIM" AIM, the market operated by the London Stock Exchange

"AIM Rules" the rules and guidance for companies whose shares are admitted to trading on AIM entitled "AIM Rules for Companies" published by the London Stock Exchange, as amended from time to time

"Articles" the articles of association of the Company as at the date of this document

"Business Day" a day (excluding Saturday, Sunday and public holidays in England and Wales) on which banks are generally open for business in London for the transaction of normal banking business

"Cancellation" the cancellation of admission of the Ordinary Shares to trading on AIM, subject to the passing of the Resolution and in accordance with Rule 41 of the AIM Rules

"Company" or "Northacre" Northacre plc, a company registered in the United Kingdom with

company number 03442280 and whose registered office is 8 Albion Riverside, 8 Hester Road, London SW11 4AX

"CREST" a relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations) in accordance with which securities may be held and transferred in uncertificated form

"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) "Directors" or "Board" the board of directors of the Company, whose names are set out

on page 6 of this document

"Form of Proxy" the form of proxy enclosed with this document for use in the General Meeting or any adjournment thereof

"General Meeting" the General Meeting of the Company convened for 12.00 p.m. on

4 January 2017 and any adjournment thereof, notice of which is set out at the end of this document

"London Stock Exchange" London Stock Exchange plc "Major Shareholder" Spadille Limited

"Notice of General Meeting" the notice of General Meeting which is set out in Part II of this

document

"Ordinary Shares" the ordinary shares of £0.025 each in the capital of the Company,

and "Ordinary Share" means any one of them

"Regulatory Information Service" has the meaning given to it in the AIM Rules being any of the

services approved by the Financial Conduct Authority for the distribution to the public of regulatory announcements and included in the list maintained on its website