Kewill PLC rule 2.11 disclosure (7552F)

TIDMKWL

RNS Number : 7552F

Kewill plc

20 June 2012

RGM Capital, LLC

Disclosure under Rule 2.11 of the City Code on Takeovers and Mergers

RGM Capital, LLC ("RGM") provided a non-binding letter of intent to Kinetic Bidco Limited ("Kinetic") regarding Kinetic's proposed acquisition of Kewill plc ("Kewill"), as referred to in the announcement of the Recommended Proposal For The Cash Acquisition dated 2 May 2012. RGM had originally provided a Letter of Intent to Kinetic covering 1,380,081 voting shares of Kewill. RGM announces that it no longer intends to comply with this non-binding letter of intent.

RGM is interested In 5,340,581 of the voting shares of Kewill. RGM previously wrote an irrevocable to Kinetic covering 5,060,500 voting shares of Kewill. This irrevocable has fallen away. Following the revised offer by Kinetic dated 19 June 2012, RGM has written a new irrevocable to Kinetic covering 5,340,581 voting shares of Kewill.

The irrevocable undertaking received from RGM will cease to be binding:

(a) in the event a competing offer for Kewill is made within 10 days of the date of the announcement of the revised offer by Kinetic dated 19 June 2012, the value of which exceeds the value of the revised offer by Kinetic by more than 7.5 per cent.; or

(b) if Kewill ceases to be In an Offer Period (as such term is defined In the City Code) or Kinetic informs RGM in writing that It has ceased to be interested in pursuing the revised offer for Kewill.

RGM Capital, LLC

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