R.G.I. International Limited : Response to Offer from Direct Finance LLC

Response to Offer from Direct Finance LLC

The board of RGI (the "Board") notes the announcement made earlier today by Direct Finance LLC ("the Offeror"), being a wholly-owned subsidiary of Closed Joint-Stock Commercial Bank "Globex", setting out the terms of a mandatory cash offer (the "Offer") to be made for all of the issued and to be issued ordinary shares of RGI which are not already owned or otherwise contracted to be acquired by the Offeror or any of its concert parties. The Offer values each ordinary share of RGI at USD2.10 and RGI's entire current issued share capital at approximately USD340 million. The Offeror is required to make the Offer in order to comply with certain provisions of RGI's Articles of Incorporation following the acquisition (referred to in the Offeror's announcement) by it and AMG Group Limited of 65,063,393 ordinary shares of RGI on 4 January 2013 from D.E.S. Commercial Holdings Limited ("DES"), representing the entirety of DES's approximately 40.22 per cent. stake and being in excess of 30% of the issued share capital of RGI.
The Board has formed a committee of directors independent from the Offeror and its concert parties comprising Emmanuel Blouin, Timothy Fenwick, Alan Hibbert, Mark Holdsworth and Reginald Webb (together the "Independent Committee"), to consider the Offer.
At this time the Independent Committee advises RGI's shareholders to take no action regarding the Offer until they have had the opportunity to consider the Independent Committee's response to the Offer. It is currently anticipated that this response will be sent to RGI's shareholders following the posting of the offer document, which is expected to be published by the Offeror as soon as reasonable practicable and in any case within 28 days.
Further announcements will be made as appropriate. The Code DOES NOT apply to the Offer
Notwithstanding that the City Code on Takeover and Mergers (the "Code") does not apply to RGI, RGI's Articles in the circumstances require that the Offer be made in conformity with Rule 9 of the Code. As the Panel will not be regulating the Offer, no enquiries should be made of them relating to the Offer, RGI, Direct Finance LLC, AMG Group Limited or Globex.

The current issued share capital of RGI comprises 161,786,978 ordinary shares of £0.000000004 each.
The International Securities Identification Number for RGI Shares is ISIN GG00B1H11J88.

Each RGI shareholder who from time to time is or becomes interested in three per cent. (3%) of the issued share capital of RGI is required to notify such interest to RGI upon acquisition of such interest or upon any transaction whereby his interest rises above three per cent. (3%) or falls below three per cent. (3%). Once the three per cent. (3%) threshold is crossed, each RGI shareholder has a continuing obligation to notify RGI when each whole percentage point is crossed. In the case of a RGI shareholder who has an interest in the relevant share capital of the Company other than a ''material interest'' (as defined in section 199(2) of the Companies Act 1985 (UK)) the percentage threshold for disclosure of interests in RGI share shall be ten per cent. (10%). Certain consequences may follow for RGI shareholders if these, and the other relevant provisions of RGI's Articles of Incorporation are not complied with. A copy of RGI's current Articles of Incorporation are available at: http://www.rgi- international.com/company/corporate_governance/.

This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in or into any jurisdiction in contravention of applicable law. The Offer will be made solely pursuant to the terms of the Offer Document, which will contain the full

terms and conditions of the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document.

A copy of this announcement will be made available on RGI's website at http://www.rgi-international.com/.Neither the content of RGI's website, nor the content of any other website accessible from hyperlinks on RGI's website, is incorporated into or forms part of this announcement.

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