Red24 : Recommended offer for red24 plc

10October2016

FOR IMMEDIATE RELEASE

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

RECOMMENDED ACQUISITION

of

red24 plc ('red24' or the 'Company')

by

iJET International Inc. ('iJET')

to be effected by way of scheme of arrangement

under Part 26 of the Companies Act 2006

Further to the Company's announcement on 26 August 2016, the boards of iJET and red24 are pleased to announce that they have reached agreement on the terms of a recommended all cash acquisition under which iJET will acquire the entire issued and to be issued ordinary share capital of red24. It is intended that the Acquisition will be effected by means of a Court‑sanctioned scheme of arrangement under Part 26 of the Companies Act.

Summary

· Under the terms of the Acquisition, red24 Shareholders will be entitled to receive:

for each Ordinary Share 26 pence in cash

· The Acquisition Price values the entire issued and to be issued ordinary share capital of red24 at approximately £13.1 million and represents a premium of approximately:

o 25.3 per cent. to the Closing Price of 20.75 pence on 29 July 2016 (being the last Business Day prior to the commencement of the Offer Period); and

o 54.6 per cent. to the volume weighted average Closing Price of 16.8 pence for the three month period ended 29 July 2016 (being the last Business Day prior to the commencement of the Offer Period).

· If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by red24 in respect of the Ordinary Shares on or after the date of this announcement and prior to the Scheme becoming Effective, iJET will have the right to reduce the value of the consideration payable for each Ordinary Share by up to the amount per Ordinary Share of such dividend, distribution or return of value.

· iJET is a US based company which provides operational risk management solutions to organisations.

· red24 is a risk management group that provides a range of business support services, offering preventative and reactive advice to help organisations and individuals to avoid or manage security, employment and business risks to themselves, their families and their businesses. Its products and services are either sold business to business or distributed through leading international financial service companies.

· iJET has been actively evaluating acquisition led growth. The iJET Directors believe that red24 is a suitable acquisition because accessing and leveraging red24's brand, business, locations and employees will allow iJET to expand geographically and into new market segments and to enhance its existing capabilities.

· The red24 Directors, who have been so advised by finnCap, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the red24 Directors, finnCap has taken into account the commercial assessments of the red24 Directors.

· Accordingly, the red24 Directors intend unanimously to recommend that red24 Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting as all of the red24 Directors who are interested in Ordinary Shares and their connected parties have irrevocably undertaken to do so in respect of their own holdings of, in aggregate, 25,086,178 Ordinary Shares, representing approximately 50.7 per cent. of the Ordinary Shares in issue on 7 October 2016 (being the latest practicable date prior to this announcement).

· iJET has also received irrevocable undertakings from certain other red24 Shareholders to vote (or to procure the vote) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting in respect of, in aggregate, 5,774,056 Ordinary Shares (representing approximately 11.7 per cent. of the Ordinary Shares in issue on 7 October 2016 (being the latest practicable date prior to this announcement).

· iJET has therefore received irrevocable undertakings in respect of 30,860,234 Ordinary Shares (representing approximately 62.4 per cent. of the Ordinary Shares in issue on 7 October 2016 (being the latest practicable date prior to this announcement). Further details of these irrevocable undertakings are set out in Appendix III to this announcement.

· The Acquisition is subject to the satisfaction or waiver of the Conditions and to the further terms that are set out in Appendix I to this announcement and to be set out in the Scheme Document.

· The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting and the Forms of Proxy, will be published as soon as practicable and, in any event, within 28 days of the date of this announcement, unless iJET and red24 otherwise agree, and the Panel consents, to a later date.

Commenting on the Acquisition, Bruce McIndoe, CEO of iJET, said:

'We are looking forward to building upon red24's accomplishments to date and, through the integration of both companies' capabilities, taking the Enlarged Group to new levels in its growing, global marketplace.'

Commenting on the Acquisition, Simon Richards, Chairman of red24, said:

'Iam extremely proud of the business that red24 has become. Every one of our colleagues has contributed to our deserved reputation in the market. As the business and our clients' needs have continued to evolve, the board has given much thought about how best it advances the business, including ensuring that our colleagues are given the best opportunities to develop their careers. I am confident that this transaction will allow red24 to better serve both its customers and employees.'

This summary should be read in conjunction with the full text of this announcement and its appendices.

The Acquisition will be subject to the Conditions and further terms that are 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 calculations set out in this announcement. Appendix III to this announcement contains further details of the irrevocable undertakings. Appendix IV to this announcement contains definitions of certain terms used in this summary and in this announcement. The appendices form part of this announcement.

Important Notices:

Disclaimers

GCA Altium, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting for iJET and no one else in connection with the matters set out in this announcement. In connection with such matters, GCA Altium will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to clients of GCA Altium or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

finnCap, which is authorised and regulated in the UK by the Financial Conduct Authority is acting exclusively for red24 and no one else in connection with the matters set out in this announcement. In connection with such matters, finnCap will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to clients of finnCap or for providing advice in relation any matter referred to herein.

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 in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy (or by any other document by which the Acquisition is made), which will together contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote, decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the offer document). Each red24 Shareholder is urged to consult its independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to them.

In accordance with normal practice in the United Kingdom, iJET or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Ordinary Shares, other than pursuant to the Acquisition, until the date on which the Scheme (or Takeover Offer, if applicable) becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Overseas Shareholders

The ability of Overseas Shareholders to participate in the Acquisition and the distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves of, and observe, any such restrictions. Any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document, the Forms of Proxy or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom to vote their Ordinary Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their Ordinary Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with the laws of Scotland and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this document and the accompanying documents had been prepared in accordance with the laws of jurisdictions outside of Scotland.

This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful.

Information for Shareholders in the United Arab Emirates

This announcement has not been, and will not be, registered with, or licensed or approved by, the UAE Central Bank, the Emirates Securities and Commodities Authority, the Dubai Financial Services Authority or any other regulatory authority in the United Arab Emirates.

Forward-Looking Statements

This announcement contains statements about iJET and red24 that are or may be forward-looking statements which are prospective in nature. All statements other than statements of historical facts may be forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as 'targets', 'plans', 'believes', 'expects', 'aims', 'intends', 'will', 'should', 'could', 'would', 'may', 'anticipates', 'estimates', 'synergy', 'cost-saving', 'projects', 'goal' or 'strategy' or, words or terms of similar substance or the negative thereof. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of iJET's or red24's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on iJET's or red24's business.

These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown 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. All subsequent oral or written forward-looking statements attributable to iJET or red24 or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. iJET and red24 disclaim any obligation to update any forward-looking or other statements contained in this announcement, except as required by applicable law.

No Profit Forecasts or Estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for iJET or red24, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for iJET or red24, as appropriate.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one 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 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any 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 one 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(s), 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 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 Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. 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.

Information relating to red24 Shareholders

Please be aware that addresses, electronic addresses and certain information provided by red24 Shareholders, persons with information rights and other relevant persons for the receipt of communications from red24 may be provided to iJET during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Publication on Website and Availability of Hard Copies

A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on red24's website (www.red24plc.com) by no later than 12 noon on 11 October 2016.

Neither the contents of this website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement), free of charge, by contacting finnCap during business hours on +44 (0) 20 7220 0500 or by submitting a request in writing to finnCap at 60 New Broad Street, London EC2M 1JJ. 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. Lines will be open between 9.00 am to 5.00 pm, Monday to Friday excluding public holidays in England and Wales. Unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition be in hard copy form.

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.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, red24 confirms that at the date of this announcement it has 49,483,355 Ordinary Shares in issue. The International Securities Identification Number of the Ordinary Shares is GB00B297TG43.

10 October 2016

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

RECOMMENDED ACQUISITION

of

red24 plc ('red24' or the 'Company')

by

iJET International Inc. ('iJET')

to be effected by way of scheme of arrangement

under Part 26 of the Companies Act 2006

1. Introduction

Further to the Company's announcement on 26 August 2016, the boards of iJET and red24 are pleased to announce that they have reached agreement on the terms of a recommended all cash acquisition under which iJET will acquire the entire issued and to be issued ordinary share capital of red24. It is intended that the Acquisition will be implemented by means of a Court‑sanctioned scheme of arrangement under Part 26 of the Companies Act.

2. The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out below and in Appendix I to this announcement, and to be set out in the Scheme Document, red24 Shareholders will be entitled to receive:

for each Ordinary Share 26 pence in cash

The Acquisition Price values the entire issued and to be issued ordinary share capital of red24 at approximately £13.1 million and represents a premium of approximately:

· 25.3 per cent to the Closing Price of 20.75 pence on 29 July 2016 (being the last Business Day prior to the commencement of the Offer Period); and

· 54.6 per cent to the volume weighted average Closing Price of 16.8 pence for the three month period ended 29 July 2016 (being the last Business Day prior to the commencement of the Offer Period).

The Ordinary Shares will be acquired by iJET with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this announcement in respect of the Ordinary Shares.

If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by red24 in respect of the Ordinary Shares on or after the date of this announcement and prior to the Scheme becoming Effective, iJET will have the right to reduce the value of the consideration payable for each Ordinary Share by up to the amount per Ordinary Share of such dividend, distribution or return of value. If any such dividend, distribution or return of value is paid or made after the date of this announcement and iJET 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 iJET of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme.

The Acquisition is conditional, amongst other things, on the Scheme becoming Effective no later than the Long Stop Date.

3. Recommendation

The red24 Directors, who have been so advised by finnCap, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the red24 Directors, finnCap has taken into account the commercial assessments of the red24 Directors. finnCap is providing independent financial advice to the red24 Directors for the purposes of Rule 3 of the Code.

The red24 Directors consider that the Acquisition is in the best interests of all red24 Shareholders as a whole and, accordingly, intend unanimously to recommend that red24 Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting as all of the red24 Directors who are interested in Ordinary Shares and their connected parties have irrevocably undertaken to do so in respect of their holdings of, in aggregate, 25,086,178 Ordinary Shares, representing approximately 50.7 per cent. of the Ordinary Shares in issue on 7 October 2016 (being the latest practicable date prior to this announcement).

Those red24 Directors who participate in the red24 Share Schemes have also given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting with respect to any Ordinary Shares in which they become interested pursuant to the red24 Share Schemes prior to the relevant meeting.

4. Background to and reasons for the Acquisition

iJET provides intelligence-driven operational risk management systems and services on an international basis. iJET's owners and management are actively seeking to grow iJET to become a leader in its markets, and believe that such scale can best be achieved via a combination of organic and acquisition-led growth.

red24 was identified as a suitable acquisition for iJET as the iJET Directors believe that accessing and leveraging red24's brand, business, locations and employees will allow them to:

· expand iJET's presence in the insurance and financial services sectors;

· diversify iJET's sources of revenue into new but related service areas such as crisis response, product safety and corporate investigations;

· increase iJET's global footprint by creating a Regional Integrated Operations Centre (RIOC) at the red24 location in Cape Town, South Africa, adding to iJET's existing RIOC's in Singapore and London;

· add to iJET's capabilities in intelligence, technology and response; and

· combine elements of both companies' existing operations in London and Singapore thus creating a more effective, collaborative and integrated working environment in each location.

The benefits available from the Acquisition will, in the opinion of the iJET Directors, allow iJET to grow materially its revenue and profitability.

5. iJET's plans for red24 and its management, employees and locations

The iJET Directors intend to continue to operate red24 as a separate business unit within iJET. The iJET Directors believe there will be substantial opportunities for collaboration and cross selling between the iJET and the red24 businesses and the iJET Directors intend to provide a working environment to encourage this.

As highlighted above, iJET intends to maintain the red24 operation in Cape Town, South Africa as its RIOC on the African continent (indeed the iJET Directors see the potential to incorporate some of iJET's existing operations into this Cape Town facility). The iJET Directors also intend to maintain the red24 operations in London and in Singapore. iJET has existing operations in London and Singapore and the iJET Directors believe that there may be opportunities to combine elements of these operations with those of red24. The iJET Directors believe, in any event, that the proximity of these operations should allow the employees of iJET and red24 to work together collaboratively.

iJET attaches great importance to the skills, knowledge and expertise of red24's existing management and employees. iJET does not anticipate that its strategic plans for red24 will have material adverse repercussions on the continued employment or conditions of employment of red24's employees but recognises that any combination of the Enlarged Group's operations in London and Singapore may have an impact.

iJET has given assurances to the red24 Directors that, following the Scheme becoming Effective, the existing employment rights, including pension rights, of employees and management of red24 will be fully safeguarded.

iJET recognises that, in order to achieve some of the expected benefits of the Acquisition, it will be necessary to undertake a detailed review of how best to integrate red24 into iJET. The review will consider the combined operations and resources in order to optimise them for the Enlarged Group. It is expected that representatives from both iJET and red24 will contribute to these integration plans. A key priority for iJET will be to ensure that the clients of iJET and red24 will continue to receive the high level of service they have experienced to date.

Subject to the above, iJET has no intentions to change the location of red24's places of business or to redeploy any material fixed assets of red24 as a consequence of the Acquisition.

Each of the red24 Directors has agreed with iJET to resign from the board of directors of red24 conditionally upon the Scheme becoming Effective and with effect from the Effective Date. iJET intends to procure the appointment of its own representatives to the board of red24 once the Scheme becomes Effective.

It is intended that Maldwyn Worsley-Tonks, CEO of red24, will continue in his operational role at red24 following the completion of the Acquisition. and he has entered into a new employment agreement with red24, conditional on the Scheme becoming Effective, on substantially the same commercial terms as his current arrangements with red24. finnCap has advised the red24 Directors that the arrangements set out above as regards Mr Worsley-Tonks' on going arrangements are fair and reasonable. In providing its advice, finnCap has taken into account the commercial assessments of the red24 Directors.

The red24 Directors have given due consideration to iJET's intention for red24's management, employees and locations, noting in particular, iJET's intention to use red24's existing RIOC in Cape Town as the basis for the Enlarged Group's operations in South Africa, as well as its intention to maintain the Enlarged Group's presence in both Singapore and London. The red24 Directors welcome such proposals and believe that the Enlarged Group will have critical mass in all these locations which will not only enable the red24 business to better withstand the risks it faces from one business cycle to another, but also provide for better job security and career prospects for remaining red24 employees in the context of the Enlarged Group. The red24 Directors further note and welcome the importance iJET places on the skills, knowledge and expertise of existing management and employees of red24 and iJET's commitment to safeguarding the existing employment rights of employees of the red24 Group.

The red24 Directors also acknowledge iJET's statements around integration and the intention to conduct a detailed review to assess how best to integrate the two businesses to which both red24 and iJET representatives will contribute. The red24 Directors believe this to be a worthwhile initiative and feel that the employees of red24 will make a valuable contribution to such deliberations.

6. Background to and reasons for the red24 Directors' recommendation

red24's growth strategy is now based firmly around development of its geographic footprint (as evidenced by the recent acquisition of RISQ), building on its key insurance client relationships, new product development and acquisitions. Whilst the Company has enjoyed some success in these areas the red24 Directors have faced a number of frustrations in their ability to properly execute on this strategy.

The size and scale of the red24 Group, both in terms of its financial performance and its stock market presence, have mitigated against its ability to bring in meaningful growth capital on acceptable terms. At the same time, the stock market rating of the Ordinary Shares, as well as their volatility, has acted against the ability of the red24 Directors to use share-based equity as an attractive incentive for staff retention and recruitment. This was most evident following the announcement, in August 2014, of the loss of a significant amount of work with a major customer (occasioned by tightening regulation in the relevant customer's marketplace). The resulting damage to the price of the Ordinary Shares was severe and, whilst the red24 Directors have worked hard to rebuild confidence in the red24 Group, enjoying recent notable successes with new contract wins with customers such as Allianz, the rating of the Ordinary Shares on the stock market has continued to be disappointing.

The red24 Directors believe that a contributory factor in this has been the mix of red24's earnings, which are becoming more volatile as the level of recurring revenue derived from long term relationships with customers declines in favour of more episodic (or 'one-off') projects which are less predictable and, consequently, less highly valued by the stock market. This has been particularly noticeable in the Company's crisis management activities which, whilst active in the last full financial year, have become more dependent on incident related revenue than in the past with a reduction in retainer income reflecting the number of insurers underwriting these types of risks. Similarly, the Company's emergency response activities, whilst providing fair margins when they occur, do not provide the quality of earnings likely to drive a higher stock market rating.

The red24 Directors have made a number of significant investments into the red24 Group in recent years including, over the last two years, in the development of its 'TravelTracker' product, which has enhanced the technical platform to make it easier to interface with new clients and with new travel databases. Whilst this product has been well received by the market, set against a backdrop of an evolving client base demanding an increasingly tailored and personalised approach (often on a global basis), the Company recognises the importance of continued investment to keep its offering competitive. Similarly, in October 2015, the Company invested in a new Product Safety team in the United States, which had some notable client success. However, as previously reported, its growth did not meet budgeted expectations last year.

The Company has struggled to make acquisitions to complement its organic growth strategy, with the RISQ acquisition in 2015 the only deal of note in the last 14 years. Whilst the red24 Directors have looked at a range of acquisition opportunities, many of these have failed to properly balance risk and reward. In addition, when more suitable targets have been identified, red24's equity, as an acquisition currency, has often lacked appeal for the vendors, or else the cash aspirations of vendors were far in excess of red24's resources.

Accordingly, the red24 Directors believe that:

· the needs of the red24 business, its employees and customers would be better served were red24 to be combined with a larger entity with the financial backing and appetite to invest properly into the business in the future;

· iJET and red24 have several areas of operations that are highly complementary to each other and consequently that the combination of the two businesses will provide a strong platform with the critical mass to grow in the United States, Europe and Asia, with an enhanced proposition for customer service solutions, broadening and improving red24's offerings;

· the Enlarged Group would have the critical mass and resilience to enable the red24 business to better withstand the risks it faces from one business cycle to another; and

· the Acquisition Price represents an attractive opportunity for red24 Shareholders to realise value for their holdings of Ordinary Shares at a recommendable premium to the Ordinary Share price prior to the commencement of the Offer Period.

The red24 Directors believe the Acquisition is in the best interests of both red24 and its Shareholders and, therefore, intend unanimously to recommend that red24 Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting.

7. Irrevocable undertakings

In addition to the irrevocable undertakings received from red24 Directors and their connected parties referred to in paragraph 3 above, iJET has also received irrevocable undertakings from certain other red24 Shareholders to vote (or to procure the vote) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, in respect of a total of 5,774,056 Ordinary Shares, representing approximately 11.7 per cent. of the Ordinary Shares in issue on 7 October 2016 (being the latest practicable date prior to this announcement).

iJET has therefore received irrevocable undertakings to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting in respect of a total of 30,860,234 Ordinary Shares, representing approximately 62.4 per cent. of the Ordinary Shares in issue on 7 October 2016 (being the latest practicable date prior to this announcement).

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

8. Information on iJET and LLR

iJET

Founded in 1999, iJET is a privately owned company incorporated in the US State of Delaware, headquartered in Annapolis, Maryland and with regional offices in London and Singapore. iJET provides operational risk management solutions to organisations.

iJET is the principal operating company of the iJET Group. As at 30 September 2016, iJET serviced in excess of 600 clients and had 220 employees worldwide.

The iJET Group is not required to have and does not have any publicly available financial information.

The LLR Funds hold 83.4 per cent. of the equity in iJET Partnership Holdings LLC (the ultimate holding company of iJET). Funds under the management of Egis Capital Partners LLC, a private equity firm focused on investments in the security and homeland defence sector, hold a 9.8 per cent. stake.

LLR

LLR is an independent middle-market private equity firm, based in Philadelphia, Pennsylvania, which provides capital and strategic guidance to growth companies, predominantly in North America. LLR manages and invests the LLR Funds in software and technology-enabled service industries with a focus in healthcare, financial services, education and security. LLR was established in 1999 and, to date, has raised in excess of US$2 billion across four funds.

LLR has appointed David Stienes as a non-executive director of iJET.

9. Information on red24

red24 is a risk management group that provides a range of business support services, offering preventative and reactive advice to help organisations and individuals to avoid or manage security, employment and business risks to themselves, their families and their businesses. Its products and services are either sold business to business or distributed through leading international financial services companies.

red24 has a reputation for assisting clients in minimising risks to their personnel, operations and profitability. It has offices in London, New York, Cape Town, Munich and Singapore with an operational footprint in most regions of the world. red24's products and services are divided into revenue streams comprising the following services:

· travel assistance includingadvice, support and response (including 'TravelTracker' which allows clients to track and monitor travelling employees);

· special risks including kidnap, ransom and extortion support and assistance;

· consultancy services including training, contingency planning, close protection;

· product safety, with particular focus on food safety and product recall; and

· corporate investigations, due diligence and employment background screening.

red24 clients are supported by a 24 hour Crisis Response Management (CRM) centre, staffed by a dedicated team of customer services representatives, political risk analysts and experienced crisis support specialists, coordinating activities across the world. The CRM centre is based in Cape Town, South Africa and is equipped with around the clock intelligence feed capability enabling analysts and crisis support specialists to provide accurate, impartial and timely information and advice to clients. The corporate investigations capability was added to the red24 Group in 2015 with the acquisition of Singapore based RISQ. As well as adding new services to red24, RISQ's presence in the Asian market was seen as providing a platform for red24 to support its clients in the region. red24 sells its products direct to businesses, as well as to financial intermediaries such as banks and insurance companies.

10. red24 Share Schemes

Appropriate proposals will be made in due course to participants in the red24 Share Schemes. The Acquisition will extend to any Ordinary Shares which are unconditionally allotted, issued or transferred, on or prior to the Scheme Record Time, to satisfy the exercise of existing options under the red24 Share Schemes on or prior to the Scheme Record Time.Any Ordinary Shares allotted, issued or transferred after the Scheme Record Time to satisfy such options will, subject to the Scheme becoming Effective, be immediately transferred to iJET (or its nominee) in exchange for the same consideration as red24 Shareholders will be entitled to receive under the terms of the Acquisition. The terms of this exchange are to be set out in the proposed amendments to the red24 articles of association which will be considered at the General Meeting.

Participants in the red24 Share Schemes will be contacted separately regarding the effect of the Acquisition on their options under the red24 Share Schemes and the actions they may take in respect of those options. Further details will also be set out in the Scheme Document.

11. Financing the Acquisition

The cash consideration payable under the terms of the Acquisition will be made available to iJET pursuant to an irrevocable standby letter of credit dated 6 October 2016 ('LoC') from MUFG Union Bank, N.A. (an indirect, wholly-owned subsidiary of The Bank of Tokyo-Mitsubishi UFJ) applied for by LLR in favour of iJET, as beneficiary. In consideration for the provision of the LoC, iJET and LLR have agreed that prior to the Scheme becoming Effective, iJET shall issue to LLR (or as it shall direct) a convertible loan note for a principal amount of no less than the aggregate consideration payable pursuant to the terms of the Acquisition.

GCA Altium, financial adviser to iJET, is satisfied that sufficient resources are available to satisfy in full the aggregate cash consideration payable to red24 Shareholders under the terms of the Acquisition.

12. Acquisition-related arrangements

iJET and red24 entered into a confidentiality agreement dated 4 May 2016 pursuant to which each of iJET and red24 have agreed to keep confidential information about the other party and not to disclose to third parties (other than permitted recipients) confidential information exchanged by them unless required by law or regulation. These confidential obligations remain in force for a period of three years from the date the agreement was countersigned by red24 expiring on 9 May 2019.

13. Structure of the Acquisition

The Scheme

It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement between red24 and the Scheme Shareholders under Part 26 of the Companies Act.

The purpose of the Scheme is to provide for iJET to become the holder of the entire issued and to be issued ordinary share capital of red24. Following the Scheme becoming Effective, the Scheme Shares will be transferred to iJET, in consideration for which Scheme Shareholders whose names appear on the register of members of red24 at the Scheme Record Time will receive 26 pence per Scheme Share in cash.

Ordinary Shares issued after the Scheme Record Time will not be subject to the Scheme. Accordingly, it is proposed that the red24 articles of association be amended so that Ordinary Shares issued after the Scheme Record Time other than to iJET will be automatically acquired by iJET on the same terms as under the Scheme.

Conditions of the Scheme

The implementation of the Scheme will 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. The Acquisition is conditional upon the Scheme becoming unconditional and Effective, subject to the Takeover Code, on or before the Long-Stop Date or such later date (if any) as iJET and red24 may agree and the Panel and the Court may allow. In summary, the Acquisition will be conditional, amongst other things, upon:

· the approval of the Scheme by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (or any adjournment thereof), representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders and such Court Meeting being held on or before the 22 day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date (if any) as may be agreed by iJET and red24);

· the passing of the Resolution by the requisite majority of red24 Shareholders at the General Meeting (or at any adjournment thereof) and such General Meeting being held on or before the 22 day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date (if any) as may be agreed by iJET and red24);

· the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to red24 and iJET) on or before the 22 day after the expected date of the Court Hearing to be set out in the Scheme Document (or such later date (if any) as may be agreed by iJET and red24) and the delivery of a copy of the Court Order to the Registrar of Companies; and

· the other conditions not otherwise identified above (but to be set out in Scheme Document) either being satisfied or, with the exception of certain conditions which are not capable of waiver, waived.

Further information on the Scheme

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

Once the necessary approvals from red24 Shareholders and the Court have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme shall then become Effective upon delivery of the Court Order to the Registrar of Companies.

Upon the Scheme becoming Effective, it shall be binding on all red24 Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting and including on any red24 Shareholders who voted against the Scheme.

In order that the Court can be satisfied that the votes cast constitute a fair representation of the views of red24 Shareholders, it is important that as many votes as possible are cast in person and by proxy at the Court Meeting.

If the Scheme is not Effective by the Long-Stop Date (or such later date (if any) as red24 and iJET may, with the consent of the Panel, agree and (if required) the Court may allow), the Scheme will not be implemented and the Acquisition will not proceed.

Right to switch to a Takeover Offer

iJET reserves the right, at its sole discretion, to elect to implement the Acquisition by means of a Takeover Offer for the entire issued and to be issued share capital of red24 and to make appropriate amendments to the terms of the Acquisition arising from the change of structure from a Scheme to a Takeover Offer (subject, in each case, to Panel consent).

14. Disclosure of interests in red24

As at the close of business on 7 October 2016, being the last Business Day prior to the date of this announcement, save for the irrevocable undertakings referred to in paragraphs 3 and 7 above none of iJET or any director of iJET or, so far as iJET is aware, any person acting, or deemed to be acting, in concert with iJET (within the meaning of the Code):

· had an interest in, or right to subscribe for, relevant securities of red24;

· had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of red24;

· had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of red24; or

· had borrowed or lent any Ordinary Shares (including for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code).

Furthermore, save for the irrevocable undertakings described in paragraphs 3 and 7 above, no arrangement exists between iJET or red24 or any person acting in concert with iJET or red24 (within the meaning of the Code) in relation to Ordinary Shares. For these purposes, an 'arrangement' includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Ordinary Shares which may be an inducement to deal or refrain from dealing in such securities.

15. Cancellation of admission to trading on AIM and re-registration

Prior to the Scheme becoming Effective, an application will be made to the London Stock Exchange for the admission of the Ordinary Shares to trading on AIM to be cancelled on the first Business Day following the Effective Date. The last day of dealings in, and for registration of transfers of, Ordinary Shares is expected to be the close of business on the Business Day before the Effective Date. No transfers of Ordinary Shares will be registered after this date, other than registration of the Ordinary Shares released, transferred or issued under the red24 Share Schemes.

It is intended that the cancellation of admission of the Ordinary Shares to trading on AIM will take effect on the first Business Day following the Effective Date. In addition, entitlements to Ordinary Shares held within the CREST system will be cancelled and share certificates in respect of the Ordinary Shares will cease to be valid and should, if so requested by red24, be sent to red24 for cancellation. It is also intended that, shortly after the Effective Date, red24 will be re-registered as a private limited company under the relevant provisions of the Companies Act.

16. Overseas Shareholders

The ability of Overseas Shareholders to participate in the Acquisition and the distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves of, and observe, any such restrictions. Any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document, the Forms of Proxy or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom to vote their Ordinary Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their Ordinary Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

17. Documents published on website

Copies of the following documents will be made available on red24's website (www.red24plc.com) by no later than 12 noon on 11 October 2016 until the end of the Offer Period:

· this announcement;

· the irrevocable undertakings referred to in paragraphs 3 and 7 above;

· the written consents of each of GCA Altium and finnCap;

· the confidentiality agreement referred to in paragraph 12 above; and

· the LoC referred to in paragraph 11 above.

Neither the contents of red24's website, nor the content of any other website accessible from hyperlinks on such website, is incorporated into or forms part of, this announcement.

Important Notices:

Disclaimers

GCA Altium, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting for iJET and no one else in connection with the matters set out in this announcement. In connection with such matters, GCA Altium will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to clients of GCA Altium or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

finnCap, which is authorised and regulated in the UK by the Financial Conduct Authority is acting exclusively for red24 and no one else in connection with the matters set out in this announcement. In connection with such matters, finnCap will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to clients of finnCap or for providing advice in relation any matter referred to herein.

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 in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy (or by any other document by which the Acquisition is made), which will together contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote, decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the offer document). Each red24 Shareholder is urged to consult its independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to them.

In accordance with normal practice in the United Kingdom, iJET or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Ordinary Shares, other than pursuant to the Acquisition, until the date on which the Scheme (or Takeover Offer, if applicable) becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Overseas Shareholders

The ability of Overseas Shareholders to participate in the Acquisition and the distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves of, and observe, any such restrictions. Any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document, the Forms of Proxy or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom to vote their Ordinary Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their Ordinary Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with the laws of Scotland and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this document and the accompanying documents had been prepared in accordance with the laws of jurisdictions outside of Scotland.

This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful.

Information for Shareholders in the United Arab Emirates

This announcement has not been, and will not be, registered with, or licensed or approved by, the UAE Central Bank, the Emirates Securities and Commodities Authority, the Dubai Financial Services Authority or any other regulatory authority in the United Arab Emirates.

Forward-Looking Statements

This announcement contains statements about iJET and red24 that are or may be forward-looking statements which are prospective in nature. All statements other than statements of historical facts may be forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as 'targets', 'plans', 'believes', 'expects', 'aims', 'intends', 'will', 'should', 'could', 'would', 'may', 'anticipates', 'estimates', 'synergy', 'cost-saving', 'projects', 'goal' or 'strategy' or, words or terms of similar substance or the negative thereof. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of iJET's or red24's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on iJET's or red24's business.

These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown 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. All subsequent oral or written forward-looking statements attributable to iJET or red24 or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. iJET and red24 disclaim any obligation to update any forward-looking or other statements contained in this announcement, except as required by applicable law.

No Profit Forecasts or Estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for iJET or red24, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for iJET or red24, as appropriate.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one 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 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any 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 one 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(s), 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 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 Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. 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.

Information relating to red24 Shareholders

Please be aware that addresses, electronic addresses and certain information provided by red24 Shareholders, persons with information rights and other relevant persons for the receipt of communications from red24 may be provided to iJET during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Publication on Website and Availability of Hard Copies

A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on red24's website (www.red24plc.com) by no later than 12 noon on 11 October 2016.

Neither the contents of this website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement), free of charge, by contacting finnCap during business hours on +44 (0) 20 7220 0500 or by submitting a request in writing to finnCap at 60 New Broad Street, London EC2M 1JJ. 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. Lines will be open between 9.00 am to 5.00 pm, Monday to Friday excluding public holidays in England and Wales. Unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition be in hard copy form.

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.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, red24 confirms that at the date of this announcement it has 49,483,355 Ordinary Shares in issue. The International Securities Identification Number of the Ordinary Shares is GB00B297TG43.