Stadium : Proposed Acquisition & Fundraising

("Stadium", "Group" or the "Company")

Stadium Group Plc (AIM: SDM), a leading electronic technologies group, announces that it has conditionally agreed to acquire Stontronics, a UK based manufacturer and distributor of power supply units, transformers and adaptors, for a total consideration of up to £6.5 million to be satisfied in cash.

The Acquisition is in accordance with the Company's strategy of making targeted, complementary acquisitions which strengthen the Company's integrated technology offering, as well as providing synergies and cross-selling opportunities across the Group. Stontronics will augment the Group's existing power products capabilities and the enlarged business will strengthen Stadium's overall technology offering.

 Conditional agreement to acquire the entire issued share capital of Stontronics

 Total maximum consideration of £6.5m to be satisfied by:

 £5.5m of initial consideration in cash - subject to certain adjustments

 Up to £1.0m of deferred consideration in cash - contingent on achievement of future financial targets

 Proposal to raise £6.0m (before the deduction of fees and expenses) to fund the Acquisition through:

 Firm Placing of 4,540,647 New Ordinary Shares at an issue price of 110p per share

 Placing and Open Offer of 913,899 New Ordinary Shares at an issue price of 110p per share

 Qualifying Shareholders can subscribe for 1 Open Offer Share for every 34 Existing Ordinary Shares held,

with the possibility of acquiring additional Open Offer Shares through the Excess Application Facility

 The Acquisition, Firm Placing, and Placing and Open Offer are conditional, inter alia, on Shareholder approval

 The Circular is expected to be posted to Shareholders today

 General Meeting to be held at 11.00 a.m. on 13 August 2015

Stontronics, founded in 1988, is a private company based in Reading with circa 30 employees. It is a distributor and manufacturer of transformers, adaptors and power supply units, providing a power solution service to its customers. The Board believes that Stontronics' key strength is its ability to provide customers with high quality customised, semi- customised or standard power products either through distribution partners or from its own manufacturing site, with a bespoke design service, which is provided through its relationship with several of its Asian suppliers and supported by its own in-house design capability.

Stontronics has a direct sales team, which is focused on providing a power solution service to the industrial equipment and instrumentation market predominantly in the UK. Products are sold to over 500 customers, with coverage into Europe and North America, who comprise both end users and also distribution partners, including tier one catalogue distribution customers.

On completion of the Acquisition, two of the Vendors, Terry Branston and Paul Branston, will be retained in senior management roles for varying periods of time to assist with the handover and integration of Stontronics into the Group.

As at 30 September 2014, Stontronics had net assets of c. £0.47 million, and generated an operating profit of £0.61 million in the year ended 30 September 2014 from revenues of £4.94 million. The Board expects the combined effect of the Acquisition and the Fundraising to be earnings neutral in the 2016 financial year.

A General Meeting of the Company will be held at the offices of Pinsent Masons LLP at 30 Crown Place, Earl Street, London EC2A 4ES at 11.00 a.m. on 13 August 2015. The Directors have irrevocably undertaken to vote in favour of the Resolutions in respect of their own beneficial holdings of 249,047 Ordinary Shares, in aggregate representing approximately 0.8 per cent. of Stadium's issued share capital on 27 July 2015 (being the last Business Day prior to publication of the circular).

"A clear focus for Stadium is to continue to strengthen and build on the success of our Technology Products division. We have been targeting potential acquisitions that bring a clear value proposition; businesses that complement our existing technologies, increase our exposure to high growth markets, and improve our quality of earnings. I am pleased to say that Stontronics will deliver all of these, underpinning our 'one-stop-shop' integrated technology strategy and it will provide benefits through synergies, cross-selling opportunities and improved economies of scale."

Charlie Peppiatt, Chief Executive Officer Tel: 01429 852 500 or Mob: 07990 826697

Joanne Estell, Finance Director Mob: 07807 095419

Richard Lindley

Sandy Fraser

James White

Paul McManus Mob: 07980 541 893

Helen Cresswell Mob: 07841 917 679

Guy McDougall Mob: 07557 285 676

Each of the Acquisition, Firm Placing and Placing and Open Offer are conditional, inter alia, on the passing of the Resolutions at the General Meeting, Admission becoming effective by no later than 8.00 a.m. on 14 August 2015 (or such other time and/or date, being no later than 8.00 a.m. on 14 September 2015, as the Company and N+1 Singer may agree) and the Placing Agreement between the Company and N+1 Singer becoming unconditional and not being terminated prior to Admission (in accordance with its terms). Notice of the General Meeting is set out on page 51 of the circular to Shareholders (the "Circular"). It is expected that the New Ordinary Shares will be admitted to trading on AIM on or around

8.00 a.m. on 14 August 2015. The Firm Placing and Placing and Open Offer are not underwritten.

The Circular, extracts of which are set out below, is expected to be posted today, and will provide details of, and the background to, the Fundraising, and set out the reasons why the Board believes that the Fundraising is in the best interests of the Company and its Shareholders and will seek Shareholder approval of the Resolutions at the forthcoming General Meeting, which will be held at the offices of Pinsent Masons LLP at 30 Crown Place, Earl Street, London EC2A 4ES at 11.00 a.m. on 13 August 2015.

Copies of the Circular will be available shortly on the Company's website (www.stadiumgroupplc.com) and will be available, free of charge, at the Company's registered office at Stephen House, Brenda Road, Hartlepool TS25 2BQ during normal business hours on any weekday (public holidays excepted). Unless otherwise defined in this announcement, all defined terms used in this announcement shall have the meaning ascribed to them in the Circular.

A copy of this announcement will be published on Stadium's website at www.stadiumgroupplc.com. For the avoidance of doubt, neither the content of the Company's website nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of securities in the Company.

Nplus1 Singer Advisory LLP ("N+1 Singer") is acting as Nominated Adviser and broker to the Company in relation to the Fundraising. N+1 Singer, which is a member of the London Stock Exchange and is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no one else in relation to the Fundraising. N+1 Singer will not be responsible to any other person for providing the protections afforded to its clients nor for advising any other person in connection with the matters contained in this announcement.

This announcement has been issued by, and is the sole responsibility of, the Company. N+1 Singer has not authorised the contents of any part of this announcement and no representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by N+1 Singer, or by any of its respective affiliates or agents, as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to any interested party, and any liability therefore is expressly disclaimed.

All statements in this announcement other than statements of historical fact are, or may be deemed to be, "forward - looking statements". In some cases, these forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout the announcement and include statements regarding the intentions, beliefs or current expectations of the Company and/or Directors concerning, among other things, the trading performance, results of operations, financial condition, liquidity, prospects and dividend policy of the Company. By their nature, forward -looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or ma y not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, result of operations, financial condition, liquidity and dividend policy may differ materially from the impression created by the forward-looking statements contained in this announcement. Important factors that may cause these differences include, but are not limited to, changes in economic conditions generally; changes in interest rates and currency fluctuations; impairments in the value of the Company's assets; legislative/regulatory changes; changes in taxation regimes; the availability and cost of capital for future expenditure; the availability of suitable financing; the ability of the Group to retain and attract suitably experienced personnel and competition within the industry. Prospective investors should specifically consider the risk factors identified in Part 2 of the Circular which could cause actual results to differ before making an investment decision.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia). The New Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities

regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of securities in the United States.

The New Ordinary Shares have not been and will not be registered under the relevant laws of any Restricted Jurisdiction or any state, province or territory thereof and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into any Restricted Jurisdiction or to, or for the account or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of, any Restricted Jurisdiction except pursuant to an applicab le exemption.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

(1) Each of the times and dates above are indicative only and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company to Shareholders by announcement through a RIS. (2) All of the above times refer to London time unless otherwise stated.

(3) The admission and commencement of dealings in the New Ordinary Shares on AIM are conditional on, inter alia, the passing of the Resolutions at the General Meeting.

LETTER FROM THE CHAIRMAN

1. Introduction

The Company is proposing to raise £6.0 million (before the deduction of fees and expenses) through a Firm Placing and Placing and Open Offer comprising the issue of 5,454,546 New Ordinary Shares at 110 pence per New Ordinary Share and has conditionally agreed to acquire Stontronics, a UK based manufacturer and distributor of power supply units, transformers and adaptors, which provides a power solution service to its customers. Under the terms of the Acquisition Agreement, Stontronics will be acquired for up to approximately £6.5 million, comprising £5.5 million of initial consideration (subject to certain adjustments) and £1 million of deferred consideration (which is contingent on future financial targets being met by Stontronics) to be satisfied in cash.
Each of the Acquisition, Firm Placing and Placing and Open Offer are conditional, inter alia, on the passing of the Resolutions at the General Meeting, Admission becoming effective by no later than 8.00 a.m. on 14 August 2015 (or such other time and/or date, being no later than 8.00 a.m. on 14 September 2015, as the Company and N+1 Singer may agree) and the Placing Agreement between the Company and N+1 Singer becoming unconditional and not being terminated prior to Admission (in accordance with its terms). It is expected that the New Ordinary Shares will be admitted to trading on AIM on or around 8.00 a.m. on 14 August 2015.
The Board believes that raising equity finance by the Firm Placing and Placing and Open Offer is the most appropriate method of financing for the Company at this time. This allows both existing institutional holders and new institutional investors to be targeted and to participate in the Fundraising and avoids the need for a prospectus to be prepared and issued, which is a costly and time consuming process, whilst permitting Shareholders to participate through the Open Offer. The Board believes that the potential value creation for the benefit of Shareholders arising from the Fundraising and Acquisition outweighs the dilutive effects of the Firm Placing.
In the event that the Acquisition does not complete (further information on the terms of the Acquisition Agreement is set out in paragraph 5 below), the Fundraising will still complete (subject to Admission) and the Directors intend that the Net Proceeds would be retained by the Company for general corporate purposes and potential alternative acquisitions.
The purpose of the Circular is to set out the reasons for, and provide further information on, the Fundraising and the Acquisition, to explain why the Board considers the Fundraising to be in the best interests of the Company and its Shareholders as a whole and why the Directors unanimously recommend that you vote in favour of the Resolutions, as they have irrevocably undertaken to do so in respect of their own beneficial holdings of Ordinary Shares, in aggregate representing approximately 0.8 per cent. of Stadium's issued share capital on 27 July 2015 (being the last Business Day prior to this announcement).
At the end of the Circular you will find a notice convening the General Meeting at which the Resolutions will be proposed by the Directors. The General Meeting has been convened for 11.00 a.m. on 13 August 2015 and will take place at the offices of Pinsent Masons LLP at 30 Crown Place, Earl Street, London EC2A 4ES.

2. Background to, and reasons for, the Fundraising and Acquisition

The Group's operations have changed significantly in the last two years, with an increased focus on technology-led
products and, in 2014, were restructured operationally into two divisions, technology products and integrated electronic manufacturing services (''iEMS''). As a result, the Group is now a design-led integrated technology solutions provider in wireless, power and human-machine interface (''HMI''), supported by the modernised manufacturing facilities of the international iEMS division. This transformation in the Group is reflected by the increasing proportion of the Group's sales being attributable to the technology products division. The Board expects sales by the technology products division to account for approximately 50 per cent. of Group revenues in the year ending
31 December 2015 (year ended 31 December 2014: 34 per cent.; year ended 31 December 2013: 21 per cent.).
In order to further accelerate this growth in the technology products division, the Board intends to make further investment, both to take advantage of the growth markets in which the Group operates and to deliver additional operational improvements and efficiencies for the Group. This strategy includes making targeted, complementary, value accretive acquisitions which strengthen the integrated technology offering, as well as providing synergies and cross-selling opportunities across the Group. The Acquisition is in accordance with this strategy and follows the acquisitions by Stadium of IGT Industries Limited in 2012 and United Wireless Limited (now Stadium United Wireless) in 2014, both of which have now been integrated into the Group.
A key element of Stadium's strategy to strengthen the Group's integrated technology offering is to provide a ''one-stop- shop'' for its customers; supplying power products, interface and display products, machine to machine (''M2M'')
wireless connectivity solutions and integrated electronic manufacturing services. This integrated sales approach is becoming increasingly important as industrial electronics products are being transformed by the same drivers that have impacted the consumer electronics space for the last decade, which are:
- Miniaturisation - reduction in the size of devices and components;
- Efficiency - power supply, charging and back up;
- User interface - feature rich devices; and
- Connectivity - ''internet of things'' and wireless data collection, control and monitoring.
This transformation in the industrial electronics market is leading to complexities in the design, integration and manufacture of equipment and products, which the Board believes Stadium's integrated design, manufacture and distribution approach can help overcome. The Board believes that the Acquisition will be highly complementary to this integrated technology strategy. It is expected that it will give the Stadium power business increased scale, broaden market sector coverage, increase the product range and provide access to new customers, with little overlap between Stontronics and Stadium's existing power businesses. In addition, the Directors believe that Stontronics' vertical market focus on the industrial, lighting and security sectors will be complementary to the Group's existing strengths in automotive, healthcare, infotainment and security.
Stontronics has developed relationships with several significant UK distributors and a large number of direct OEM
customers. The UK distributors include tier one catalogue distribution customers and Stontronics has attained
'approved supplier' status with two of the UK's largest providers. These distributors are expected to provide a significant
new route to market for the Group's technology products. Stontronics is also expected to strengthen the Group's
power products offering with several large new OEM customers.
The Board believes that Stadium's power infrastructure and international operations will complement that of Stontronics, and expects Stadium to be able to consolidate certain activities, reduce costs and improve customer choice and support. The additional warehouse space provided by Stontronics will help enable the Group to optimise UK manufacturing and European distribution across the technology products division.
The Board believes that the Acquisition will provide cross-selling opportunities for Stadium's existing custom power solutions, and also for the other parts of the technology products division, namely Stadium United Wireless and Interface and Displays, as well as for iEMS.

3. Information on Stontronics

Stontronics is a private company based in Reading, which was founded in 1988 by Paul Branston, one of the Vendors. It is a distributor and manufacturer of transformers, adaptors and power supply products.
Stontronics supplies imported power products from the Far East (mainly China and Taiwan), as well as components that are designed and manufactured, and others that are modified, to customer specification in its own manufacturing facility in Reading. The Board believes that Stontronics' key strength is its ability to provide customers with high quality customised, semi-customised or standard power products either through distribution partners or from its own manufacturing site, with a bespoke design service, which is provided through its relationship with several of its Asian suppliers and supported by its own in-house design capability.
Stontronics has a direct sales team, which is focused on providing a power solution service to the industrial equipment and instrumentation market predominantly in the UK. Products are sold to over 500 customers, with coverage into Europe and North America, who comprise both end users and also distribution partners, including tier one catalogue distribution customers.
On completion of the Acquisition, two of the Vendors, Terry Branston and Paul Branston, will be retained by Stadium in senior management roles for varying periods of time to assist Stadium with the handover and integration of Stontronics into the Group. Stontronics currently has circa 30 employees.

4. Financial information on Stontronics

As at 30 September 2014, Stontronics had net assets of circa £0.47 million, and generated an operating profit of £0.61 million in the year ended 30 September 2014 from revenues of £4.94 million. (Note that the financial information shown for Stontronics is adjusted to exclude the garden furniture business that is being hived -out prior to Completion.)

5. Summary of the Acquisition Agreement

Under the terms of the Acquisition Agreement, Stadium has conditionally agreed to acquire, on a cash-free, debt-free basis, the entire issued share capital of Stontronics for the following consideration:
- the Initial Consideration, equating to £5.5 million; and
- the Deferred Consideration, being up to £1 million. Completion of the Acquisition Agreement is conditional upon:

o completion of a new lease (in a form satisfactory to Stadium) in respect of a property currently occupied by Stontronics;

o the passing of the Resolutions and the receipt of monies from the Fundraising by the Company following Admission;

o the conditions in the Placing Agreement being satisfied or (if applicable) waived and the Placing

Agreement not having been terminated in accordance with its terms prior to Admission;

o Admission becoming effective by no later than 8.00 a.m. on 14 August 2015 (or such later time and/or date, being no later than 8.00 a.m. on 14 September 2015, as the Company and N+1 Singer may agree); and

o completion of the hive-out by the Vendors of Stontronics of certain assets held by Stontronics relating solely to a garden furniture business that is currently carried on by Stontronics in addition to its business as a distributor and manufacturer of transformers, adaptors and power supply products.

The Acquisition Agreement contains customary warranties and indemnities from the Vendors in favour of the
Company.

6. Current trading

The following text is extracted from the Company's trading update which was announced on 3 July 2015:

"The positive start to the year, announced at the time of the AGM, has continued. Trading remains in line with management expectations and ahead of the equivalent period last year, with the seasonal trading pattern similar to that delivered in 2014. As our strategy gathers momentum, further growth is expected in our Technology Products division for the second half of the year.

The previously announced relocation to a new facility in China, which will significantly enhance the Group's technical capability, is progressing well and is on plan to be completed this month. In order to ensure that customer service levels are maintained during the relocation we have instigated an increase in working capital. We expect this to unwind in the second half of the year."

7. Reasons for the Firm Placing, Placing and Open Offer and use of proceeds

The Company is proposing to raise a total of £6.0 million (before the deduction of fees and expenses) from the Fundraising. The Fundraising is considered by the Directors to be in the best interests of Shareholders as it will enable the Company to pursue its stated strategy more effectively. The intended uses of the Gross Proceeds are set out below:
£'m
Acquisition 5.5

Expenses of the Fundraising 0.5
Gross Proceeds 6.0
The Firm Placing and Placing and Open Offer will raise net proceeds equivalent to the initial cash consideration payable for the acquisition of Stontronics. As a result, Stadium will both strengthen its balance sheet and preserve its existing free cash resources. This will preserve the Company's flexibility to commit further capital over the next 24 months towards the delivery of the growth strategy described under paragraph 2 above as the Board executes the next phase of Stadium's transformation.
The Board expects the combined effect of the Acquisition and the Fundraising to be earnings neutral in the 2016
financial year.

8. Information on the Firm Placing, Placing and Open Offer

The Company proposes to raise, in aggregate, £6.0 million (approximately £5.5 million net of expenses) by way of a
Firm Placing of 4,540,647 New Ordinary Shares with certain new and existing institutional investors and a Placing and Open Offer of 913,899 New Ordinary Shares, representing, in aggregate, 14.9 per cent. of the Enlarged Share Capital, at an issue price of 110 pence per Ordinary Share. N+1 Singer has conditionally placed the Firm Placing Shares at the Issue Price pursuant to the Placing Agreement. N+1 Singer has also conditionally pre-placed all of the Placing Shares pursuant to the Placing Agreement, subject to clawback by Qualifying Shareholders in order to satisfy valid applications under the Open Offer.
The Issue Price of 110 pence per New Ordinary Share represents a discount of 9.1 per cent. to the Closing Price of 121 pence on 27 July 2015, being the last Business Day prior to the announcement of the Fundraising. The Directors are in agreement that the level of discount and method of issue are appropriate to secure the investment necessary.
In connection with the Fundraising, the Company has entered into the Placing Agreement with N+1 Singer, pursuant to which N+1 Singer has agreed to use reasonable endeavours, as agents on behalf of the Company, to procure placees for the Firm Placing Shares and the Placing Shares at the Issue Price and has conditionally placed the Firm Placing Shares and the Placing Shares with certain new and existing institutional investors. The Fundraising is conditional, inter alia, on:
- the passing of the Resolutions at the General Meeting;
- the conditions in the Placing Agreement being satisfied or (if applicable) waived and the Placing Agreement not having been terminated in accordance with its terms prior to Admission; and
- Admission becoming effective by no later than 8.00 a.m. on 14 August 2015 (or such later time and/or date, being no later than 8.00 a.m. on 14 September 2015, as the Company and N+1 Singer may agree).
Accordingly, if any of such conditions are not satisfied, or, if applicable, waived, the Fundraising will not proceed and any Basic Entitlements and Excess Entitlements admitted to CREST will thereafter be disabled.
The Placing Agreement contains provisions entitling N+1 Singer to terminate the Placing Agreement at any time prior to Admission in certain circumstances that are customary for an agreement of this nature. If this right is exercised, the Fundraising will not proceed. The Fundraising has not been underwritten by N+1 Singer or any other party.
The Placing Agreement contains customary warranties given by the Company to N+1 Singer and a customary indemnity given by the Company to N+1 Singer in respect of liabilities arising out of or in connection with the Fundraising. N+1 Singer is entitled to terminate the Placing Agreement in certain circumstances prior to Admission, including circumstances where any of the warranties are found not to be true or accurate or were misleading and which in any such case is material, or the occurrence of certain force majeure events.
A Qualifying Non-CREST Shareholder who has sold or transferred all or part of their holding of Existing Ordinary Shares prior to 28 July 2015, being the date upon which the Existing Ordinary Shares were marked ''ex'' the entitlement to the Open Offer by the London Stock Exchange, should consult their broker or other professional adviser as soon as possible, as the invitation to acquire Open Offer Shares under the Open Offer may be a benefit which may be claimed by the transferee. Qualifying Non-CREST Shareholders who have sold all or part of their registered holdings should, if the market claim is to be settled outside CREST, complete Box 10 on the Application Form and immediately send it to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The Application Form should not, however, subject to certain exceptions, be forwarded to or transmitted in or into a Restricted Jurisdiction.
Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. The New Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares following Admission. It is expected that such Admission will become effective, and that dealings on AIM will commence, at 8.00 a.m. on 14 August 2015.

9. The Firm Placing

N+1 Singer has conditionally placed the Firm Placing Shares at the Issue Price pursuant to the Placing Agreement. The
Firm Placing Shares represent approximately 83.2 per cent. of the New Ordinary Shares and have been placed with certain new and existing institutional investors. The Firm Placing Shares are not subject to clawback and are not part of the Placing and Open Offer. The Firm Placing is conditional, inter alia, upon the passing, without amendment, of the Resolutions at the General Meeting, the Placing Agreement not having been terminated prior to Admission and Admission.

10. The Placing and Open Offer

N+1 Singer has also conditionally placed the Placing Shares with new and existing institutional investors at the Issue Price pursuant to the Placing Agreement. The Placing Shares will be subject to clawback to satisfy valid applications under the Open Offer.

Basic Entitlement

Qualifying Shareholders (other than, subject to certain exemptions, those Shareholders in Restricted Jurisdictions) have the opportunity under the Open Offer to subscribe for Open Offer Shares at the Issue Price, payable in full on application and free of expenses, pro rata to their existing shareholdings, on the following basis:
1 Open Offer Share for every 34 Existing Ordinary Shares
held by them and registered in their names on the Record Date and so in proportion to any other number of Existing Ordinary Shares then held, rounded down to the nearest whole number of Open Offer Shares. Qualifying Shareholders may apply for any whole number of Open Offer Shares up to their Basic Entitlement.

Excess Application

The Open Offer is structured so as to allow Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares. Qualifying Shareholders may also make applications in excess of their pro rata initial entitlement. To the extent that pro rata entitlements to Open Offer Shares are not subscribed for by Qualifying Shareholders, such Open Offer Shares will be available to satisfy such Excess Applications where Qualifying Shareholders have taken up their full Basic Entitlement. Subject to the terms of the Placing Agreement, applications for Excess Shares may be allocated in such manner as the Directors and N+1 Singer may determine, and no assurance can be given that applications by Qualifying Shareholders will be met in full or in part or at all. Excess Applications will be rejected if and to the extent that acceptance would result in a Qualifying Shareholder, together with those acting in concert with him/her for the purposes of the City Code, holding 30 per cent. or more, or increasing an existing holding of 30 per cent. or more, of the Enlarged Share Capital immediately following Admission.
The Open Offer is not a rights issue. Qualifying CREST Shareholders should note that although the Basic Entitlements and Excess Entitlements will be admitted to CREST and be enabled for settlement, they will not be tradable and applications in respect of the Basic Entitlements and Excess Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders who do not apply to take up their Basic Entitlements will have no rights under the Open Offer or receive any proceeds from it. If valid acceptances are not received in respect of all Basic Entitlements under the Open Offer, unallocated Open Offer Shares may be allotted to Qualifying Shareholders to meet any valid applications under the Excess Application Facility and the proceeds retained for the benefit of the Company. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders.
Application has been made for the Basic Entitlements and Excess Entitlements of Qualifying CREST Shareholders to be admitted to CREST. It is expected that such Basic Entitlements and Excess Entitlements will be admitted to CREST on 29
July 2015. The Basic Entitlements and Excess Entitlements will also be enabled for settlement in CREST on 29 July 2015
to satisfy bona fide market claims only. Applications through the CREST system may only be made by the Qualifying
CREST Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.
Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are contained in Part 3 of the Circular and for Non-CREST Qualifying Shareholders on the accompanying Application Form. To be valid, Application Forms or CREST instructions (duly completed) and payment in full for the Open Offer Shares applied for must be received by the Receiving Agent by no later than 11.00 a.m. on
12 August 2015. Application Forms should be returned to Capita Asset Services, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU by no later than 11.00 a.m. on 12 August 2015.
Qualifying CREST Shareholders should note that, although their entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit.
Qualifying Non-CREST Shareholders should note that their Application Form is not a negotiable document and cannot be traded. Further information on the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, are set out in Part 3 of the Circular and, where relevant, on the Application Form.
It is expected that Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Basic Entitlements and Excess Entitlements on 29 July 2015. If the conditions of the Placing Agreement are not fulfilled or (where capable of waiver) waived on or before 8.00 a.m. on 14 August 2015 (or such later time and date as the Company and N+1 Singer may agree, being not later than 8.00 a.m. on 14 September 2015), the Open Offer will not become unconditional and application monies will be returned to applicants, without interest, as soon as practicable thereafter.

11. Overseas Shareholders

The attention of Qualifying Shareholders who have registered addresses outside the United Kingdom, or who are citizens or residents of countries other than the United Kingdom, or who are holding Existing Ordinary Shares for the benefit of such persons, (including, without limitation, custodians, nominees, trustees and agents) or who have a contractual or other legal obligation to forward the Circular or the Application Form to such persons, is drawn to the information which appears in paragraph 8 of Part 3 of the Circular.
In particular, Qualifying Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the UK (including without limitation any Restricted Jurisdiction), should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their Open Offer.

12. Related party transactions

Henderson Global Investors is a related party of the Company for the purposes of the AIM Rules as it holds greater than 10 per cent. of the Existing Ordinary Shares. It is anticipated that Henderson Global Investors will participate in the Firm Placing and Placing in respect of up to 2,272,727 New Ordinary Shares.
Hargreave Hale is also a related party of the Company for the purposes of the AIM Rules as it holds greater than 10 per cent. of the Existing Ordinary Shares. It is anticipated that Hargreave Hale will participate in the Firm Placing and Placing in respect of up to 653,636 New Ordinary Shares.
The Directors, having consulted with the Company's Nominated Adviser, N+1 Singer, consider that the terms of the related party transactions are fair and reasonable insofar as the Company's shareholders are concerned.

13. Dilution resulting from the Fundraising

Qualifying Shareholders should be aware that the Open Offer is not a rights issue and Application Forms cannot be traded. A Qualifying Shareholder that takes up its Basic Entitlement in full (and that does not take up any Excess Shares under the Excess Application Facility) will be diluted by 12.4 per cent. as a result of the Firm Placing. A Qualifying Shareholder that does not take up any part of its Open Offer Entitlement will suffer a greater dilution of 14.9 per cent. as a result of the Firm Placing and the Placing and Open Offer.

14. General Meeting

Set out on page 51 of the Circular is a notice convening the General Meeting of the Company to be held at Pinsent Masons LLP at 30 Crown Place, Earl Street, London EC2A 4ES, at which the Resolutions summarised below will be proposed:
Resolution 1 - authority to allot
An ordinary resolution to authorise the Directors to allot New Ordinary Shares up to an aggregate nominal amount of
£272,727.30 pursuant to the Fundraising, representing approximately 17.6 per cent. of the Existing Ordinary Shares.
Resolution 2 - disapplication of pre-emption rights
Conditional on the passing of the ordinary resolution to allot the New Ordinary Shares, a special resolution to authorise the Directors to allot New Ordinary Shares pursuant to the Fundraising on a non pre-emptive basis.

15. Irrevocable Undertakings

The Directors have irrevocably undertaken to vote in favour of the Resolutions in respect of their own beneficial holdings of 249,047 Ordinary Shares, in aggregate representing approximately 0.8 per cent. of Stadium's issued share capital on 27 July 2015 (being the last Business Day prior to this announcement).
Additionally, each of AXA Investment Managers UK, Chelverton Asset Management, Hargreave Hale and Henderson Global Investors, has given an irrevocable undertaking to vote in favour of the Resolutions in respect of their own beneficial holdings of Ordinary Shares, which together with the Directors' irrevocable undertakings, represent, in aggregate approximately 35.2 per cent. of the Existing Ordinary Shares.

16. Action to be taken in respect of the General Meeting

Shareholders should check that they have received with the Circular:
- a Form of Proxy for use in respect of the General Meeting; and
- if you are a Shareholder based in the United Kingdom, a reply-paid envelope for use in conjunction with the
return of the Form of Proxy
Whether or not Shareholders propose to attend the General Meeting in person, Shareholders are strongly encouraged to complete, sign and return their Form of Proxy in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received, by post or, during normal business hours only, by hand, to Capita Asset Services at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, by no later than 11.00 a.m. on 11 August 2015 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a Business Day)).
If Shareholders hold their shares in the Company in uncertificated form (that is, in CREST) they may vote using the CREST Proxy Voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of the General Meeting set out at the end of the Circular). Proxies submitted via CREST must be received by the Company's agent (RA10) by no later than 11.00 a.m. on 11 August 2015 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a Business Day)).
Appointing a proxy in accordance with the instructions set out above will enable a Shareholder's vote to be counted at the General Meeting in the event of your absence. The completion and return of the Form of Proxy or the use of the CREST Proxy Voting service will not prevent Shareholders from attending and voting at the General Meeting, or any adjournment thereof, in person should they wish to do so.

17. Recommendation and voting intentions

The Directors believe that the Resolutions to be proposed at the General Meeting are in the best interests of the Company and Shareholders as a whole and unanimously recommend that Shareholders vote in favour of the Resolutions. Each of the Directors has irrevocably undertaken to vote in favour of the Resolutions in respect of, in aggregate, 249,047 Existing Ordinary Shares, representing approximately 0.8 per cent. of the Ordinary Shares in issue as at the date of this announcement.

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