Offer for Coolabi plc

 
TIDMCOO 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR 
FROM ANY RESTRICTED JURISDICTION OR OTHER JURISDICTION WHERE TO DO SO WOULD 
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
 
                                                                28 October 2011 
 
                RECOMMENDED CASH OFFER WITH A SHARE ALTERNATIVE 
 
                                      FOR 
 
                            COOLABI PLC ("COOLABI") 
 
                                      BY 
 
                      NORTH PROMOTIONS LIMITED ("NORTH") 
 
Summary of the Offer 
 
  * The boards of North and Coolabi are pleased to announce the terms of a 
    recommended offer for cash with a share alternative to be made by North, a 
    company which is funded by Edge Performance VCT plc ("EPVCT"), for the 
    entire issued and to be issued share capital of Coolabi (the "Offer"). 
 
  * The Offer will be made by North. North was incorporated in 2010 and is 
    funded by EPVCT. EPVCT, which is managed by Edge Investment Management 
    Limited ("EIM"), is Coolabi's largest shareholder. 
 
  * Following their recent investment, Jeremy Banks, Tim Ricketts and William 
    Harris, directors of Coolabi, (the "Coolabi Management Directors") are all 
    North shareholders. Further details of arrangements made between them and 
    North are set out in paragraph 10(b) below. 
 
  * William Harris has also recently been appointed to the board of North as a 
    Non-Executive Director. Mr Harris's appointment to the board of North 
    occurred upon entry into the Investment Agreement. His appointment was 
    approved by the Independent Directors and is primarily to facilitate the 
    Offer being made in a VCT compliant environment. Upon the Offer becoming or 
    being declared unconditional in all respects, Jeremy Banks and Tim 
    Ricketts, who are currently Chief Executive and Finance Director of Coolabi 
    respectively, will be appointed as directors of North with William Harris. 
    Jeremy Banks and Tim Ricketts will continue as the management team of the 
    Enlarged Group. 
 
  * Under the terms of the Offer, the consideration is either: 
 
  * 7.75p in cash per Coolabi Share; or 
 
  * 10 North shares for every 100 Coolabi Shares (rounded down to the nearest 
    100 Coolabi Shares), of which seven will be North Preference Shares and 
    three will be North Investor Ordinary Shares. Both classes of shares will 
    be issued at the same price. 
 
Any residual consideration which is still due following a Coolabi Shareholder's 
election for the Share Alternative will be satisfied in cash pursuant to the 
terms of the Offer. 
 
  * The value of the North Shares issued pursuant to the Share Alternative will 
    be limited to GBP3.4 million an amount which, with the further funding 
    referred to below, will, in the opinion of North, avoid the need to issue a 
    prospectus pursuant to the Prospectus Rules. 
 
  * The Offer values the entire existing issued share capital of Coolabi at 
    approximately GBP4.3 million (and the Offer values the fully diluted share 
    capital at approximately GBP4.95 million). 
 
  * The Offer will be funded from a combination of the existing cash resources 
    of North and from a loan facility provided by EPVCT to North. 
 
  * With regard to the current trading of Coolabi, North has identified a 
    working capital requirement and intends, post the Offer becoming or being 
    declared unconditional in all respects, to provide GBP1 million of funding 
    for this purpose. North intends to offer all North shareholders, at that 
    time, the opportunity to participate provided such offer does not require 
    North to issue a prospectus pursuant to the Prospectus Rules. 
 
  * The Independent Directors, who have been so advised by Evolution 
    Securities, consider the terms of the Offer to be fair and reasonable to 
    Coolabi Shareholders. In providing the Independent Directors with such 
    advice, Evolution Securities has taken account of the commercial 
    assessments of the Independent Directors. 
 
  * Accordingly, the Independent Directors intend to recommend unanimously that 
    Coolabi Shareholders accept the Offer and the Independent Directors have 
    irrevocably undertaken to do so in respect of their entire holding in 
    Coolabi (comprising, in aggregate, 462,859 Coolabi Shares, representing 
    approximately 0.83 per cent. of the existing issued ordinary share capital 
    of Coolabi). The terms of the recommendation are described in paragraph 6 
    of the full text of this announcement. 
 
  * North has received irrevocable undertakings from the Coolabi Management 
    Directors and Avonglen Limited, a company through which certain of the 
    Coolabi Management Directors provide services and indirectly hold Coolabi 
    Shares, EPVCT and certain other shareholders to accept the Offer in respect 
    of a total of 34,258,512 Coolabi Shares, representing 53.66 per cent., of 
    the issued share capital of the Company assuming conversion of the 
    Convertible Loan Notes. In addition, North has obtained a letter of intent 
    from BlackRock Investment Managers (UK) Limited ("BlackRock") to accept the 
    Offer in respect of its holding of 4,127,876 Coolabi Shares, representing 
    6.47 per cent. of the issued share capital the Company, assuming conversion 
    of the Convertible Loan Notes. Further details of these irrevocable 
    undertakings and letter of intent are set out in Appendix III to this 
    announcement. 
 
  * North has also received irrevocable undertakings from the Independent 
    Directors and certain other shareholders to vote in favour of the Ordinary 
    Resolution to approve the Offer in respect of a total of 18,193,220 Coolabi 
    Shares, representing 41.24 per cent., of the votes that may be cast in the 
    resolution. 
 
  * Further, the irrevocable undertakings North has received from the Coolabi 
    Management Directors, EPVCT and Avonglen Limited elect for the Share 
    Alternative in respect of a total of 19,730,309 Coolabi Shares, 
    representing 30.90 per cent. of the issued share capital of the Company 
    assuming conversion of the Convertible Loan Notes. 
 
  * A price of 7.75 pence per Coolabi Share represents a premium of 11.67 per 
    cent. to 6.94 pence, being the closing mid-market price per Coolabi Share 
    on 29 July 2011 (being the last Business Day prior to the date of the 
    submission to the board of directors of Coolabi of the accepted proposal); 
    a premium of 3.33 per cent. to 7.5 pence, being the closing mid-market 
    price per Coolabi Share on 8 August 2011, being the last Business Day prior 
    to the commencement of the Offer Period; and a premium of 14.81 per cent. 
    to 6.75 pence, being the closing mid-market price per Coolabi Share on 27 
    October 2011, being the last Business Day prior to the Announcement Date. 
 
  * The Offer will be subject to a number of conditions including North 
    receiving acceptances amounting to not less than 90 per cent. of the 
    Coolabi Shares to which the Offer relates (or such lesser percentage as 
    North may decide, but not less than 50 per cent.) and the passing of the 
    Ordinary Resolution at the Coolabi General Meeting. Certain of the 
    Conditions as detailed in Appendix I can be waived with the exceptions of 
    condition 1 and condition 2. 
 
  * It is expected that the Offer Document will be posted to Coolabi 
    Shareholders as soon as practicable and, in any event, (save with the 
    consent of the Panel) within 28 days of the date of this announcement. 
 
  * North attaches great importance to the skills and experience of the 
    existing Coolabi management and employees of Coolabi. North has given 
    assurances to the Independent Directors that, on the Offer becoming or 
    being declared unconditional in all respects, the existing employment 
    rights, including pension rights, of all Coolabi Group employees will be 
    observed. North has no current intention to change the location of the 
    Coolabi Group's place of business. 
 
Commenting on the Offer, Gordon Power, Chairman of EIM said: 
 
"Edge is excited to strengthen its involvement with Coolabi. Coolabi has a 
well-respected portfolio of assets and management team and, with the addition 
of Edge's financial support, its prospects are excellent. We have supported the 
business since becoming a shareholder in November 2009 and we believe that the 
business will continue to develop under the strategies being pursued by the 
executive management team. We are pleased to have received the Independent 
Directors' recommendation and we are looking forward to developing further 
Coolabi's business." 
 
Jeremy Banks, Chief Executive of Coolabi, said: 
 
"The skills and experience of the Coolabi team, when coupled with the funds of 
EPVCT and the industry know-how of EIM is compelling. There can be no doubt 
that Coolabi will only benefit from significant new investment and an increased 
focus on acquisitive growth." 
 
Stuart Lindsay, Non-Executive Director of Coolabi, said: 
 
"The Independent Directors are supportive of the Company's current strategy and 
are confident in its future prospects. However, we believe that in order for 
the Company to continue to execute its strategy and maximise its future 
potential, further funding is required. We acknowledge that North, funded by 
EPVCT, intends to support the Company in achieving its commercial and strategic 
objectives and will help it grow both organically by investment in existing 
properties and through funding acquisition opportunities that would otherwise 
be difficult to achieve given the current challenging market for raising new 
equity. As a private company, Coolabi will also be able to prioritise strategic 
development over consistency of earnings and predictability. In light of the 
above, we intend to recommend unanimously that Coolabi Shareholders accept the 
Offer." 
 
Terms used in this summary but not defined herein shall have the meaning given 
to them in the full text of the announcement. 
 
This summary should be read in conjunction with, and is subject to, the full 
text of this announcement including the Appendices. 
 
Appendix I sets out the Conditions and certain further terms of the Offer. 
Appendix III contains details relating to the irrevocable undertakings given by 
EPVCT, the Independent Directors, the Coolabi Management Directors and certain 
other Shareholders and the letter of intent given by BlackRock. Appendix IV 
contains details of the North Preference Shares and North Investor Ordinary 
Shares offered as consideration by North in connection with the Offer. Appendix 
V contains risk factors which are relevant to the North Preference Shares and 
North Investor Ordinary Shares. Appendix VI contains the definitions of certain 
terms used in this announcement. 
 
A copy of this announcement will be available, subject to certain restrictions 
in relation to persons resident in Restricted Jurisdictions, on Coolabi's 
website at www.coolabi.com. None of the contents of Coolabi's website, nor the 
contents of any other website accessible from hyperlinks on Coolabi's website, 
is incorporated into or forms any part of this announcement. 
 
Enquiries: 
 
Evolution Securities Limited (sole financial adviser and Nominated Adviser to 
Coolabi) 
 
Jeremy Ellis                                           Tel: [phone] 
 
Chris Clarke 
 
Merchant Securities Limited (sole financial adviser to 
North) 
 
David Worlidge                                         Tel: [phone] 
 
Virginia Bull 
 
Key Terms Of The Offer 
 
  * Introduction 
 
The boards of North and Coolabi are pleased to announce the terms of a 
recommended cash offer with a share alternative to be made by North to acquire 
the entire issued and to be issued share capital of Coolabi (the "Offer"). 
 
The Offer will be made by North, a company funded by EPVCT, Coolabi's largest 
shareholder. Further information about North and EPVCT is given at paragraph 9 
below. Following their recent investment, Jeremy Banks, Tim Ricketts and 
William Harris are all North Shareholders. Further details are set out in 
paragraph 10(b). 
 
William Harris has recently been appointed to the board of North as a 
Non-Executive Director. Mr Harris's appointment to the board of North occurred 
upon entry into the Investment Agreement. This appointment was approved by the 
Independent Directors and is primarily to facilitate the Offer being made in a 
VCT compliant environment. Upon the Offer becoming or being declared 
unconditional in all respects, Jeremy Banks and Tim Ricketts, Chief Executive 
and Finance Director respectively of Coolabi, will be appointed as directors of 
North with William Harris. Jeremy Banks and Tim Ricketts will continue as the 
management team of the Enlarged Group. Further details of the incentive 
arrangements for the Coolabi Management Directors are given at paragraph 10 
below. 
 
  * The Offer 
 
Under the Offer, which will be subject to the conditions and further terms set 
out below and in Appendix I and the full terms and conditions which will be set 
out in the Offer Document, Coolabi Shareholders will be entitled to receive: 
 
For each Coolabi Share         7.75 pence in cash. 
 
The Offer values the entire existing issued share capital of Coolabi at 
approximately GBP4.3 million (with the fully diluted share capital valued at 
approximately GBP4.95 million) and represents: 
 
  * a premium of 11.67 per cent. to 6.94 pence, being the closing mid-market 
    price per Coolabi Share on 29 July 2011 (being the last Business Day prior 
    to the date of the submission to the board of directors of Coolabi of the 
    accepted proposal); 
 
  * a premium of 3.33 per cent. to 7.5 pence, being the closing mid-market 
    price per Coolabi Share on 8 August 2011, being the last Business Day prior 
    to the commencement of the Offer Period; and 
 
  * a premium of 14.81 per cent. to 6.75 pence, being the closing mid-market 
    price per Coolabi Share on 27 October 2011 (being the last Business Day 
    prior to the Announcement Date). 
 
The Coolabi Shares will be acquired pursuant to the Offer, fully paid and free 
from all liens, charges, equitable interests, encumbrances, rights of 
pre-emption and any other rights and interests of any nature whatsoever and 
together with all rights now and hereafter attaching thereto, including voting 
rights and the right to receive and retain in full all dividends and other 
distributions (if any) declared, made or paid on or after the Announcement 
Date. 
 
As at 27 October 2011, the latest practicable date prior to this announcement, 
Coolabi had granted options over an aggregate of 3,168,246 Coolabi Shares and 
issued the Convertible Loan Notes which are convertible into an aggregate of 
8,327,614 Coolabi Shares. The employees of Coolabi who hold options over 
Coolabi Shares have all agreed to waive their rights to options upon the Offer 
becoming or being declared unconditional in all respects provided this is 
within six months of the Announcement Date. It is intended that the Convertible 
Loan Notes will be converted no later than immediately following the Offer 
becoming or being declared unconditional in all respects. When EPVCT elects for 
the Share Alternative following the conversion of the Convertible Loan Notes, 
as it has irrevocably undertaken so to do, the resulting North Shares will 
represent approximately 17.18 per cent. of the issued North Investor Ordinary 
Shares and approximately 22.96 per cent. of the issued North Preference Shares 
assuming that all the Coolabi Shareholders accept the Offer and choose the 
Share Alternative and that there is no scale back under the terms of the Share 
Alternative. 
 
The Offer will be subject to the Conditions and further terms set out in 
Appendix I to this announcement and to be set out in the Offer Document. 
 
The Independent Directors intend to recommend unanimously that all Coolabi 
Shareholders accept the Offer and that all Coolabi Shareholders vote in favour 
of the Ordinary Resolution at the General Meeting. The terms of this 
recommendation are described in paragraph 6 of this announcement. 
 
  * The Share Alternative 
 
As an alternative to the cash consideration of 7.75 pence per Coolabi Share to 
which they would otherwise be entitled under the Offer, Coolabi Shareholders 
who validly accept the Offer (other than US Persons and certain overseas 
shareholders) will be able to elect to receive North Shares to be issued 
pursuant to the Share Alternative (which does not include the North Management 
Ordinary Shares) by North on the following basis: 
 
For every 100 Coolabi Shares    Seven North Preference Shares and 
 
                                Three North Investor Ordinary Shares 
 
and (in multiples of 100 Coolabi Shares) for any greater number of Coolabi 
Shares held. Fractions of North Shares will not be issued to accepting Coolabi 
Shareholders. Any residual consideration which is still due following a Coolabi 
Shareholder's election to receive North Shares will be satisfied in cash 
pursuant to the terms of the Offer. 
 
The value of the North Shares issued pursuant to the Share Alternative will be 
limited to GBP3.4 million an amount which, with the further funding referred to 
below, will in the opinion of North avoid the need to issue a prospectus 
pursuant to the Prospectus Rules. In the event that elections are made for the 
Share Alternative in excess of the maximum referred to above, Coolabi 
Shareholders electing to receive the Share Alternative will be scaled back on a 
pro rata basis until the Offer becomes or is declared unconditional in all 
respects. In the event that the maximum limit referred to above is not exceeded 
when the Offer becomes or is declared unconditional in all respects, Coolabi 
Shareholders who subsequently elect to receive the Share Alternative will 
receive their full entitlement on a first come first served basis until the 
maximum limit referred to above is reached. 
 
The Share Alternative is conditional on the Offer becoming or being declared 
unconditional in all respects. North reserves the right to close the Share 
Alternative at any time after the Offer is declared unconditional as to 
acceptances. 
 
The North Shares to be issued pursuant to the Offer will represent 
approximately 62.25 per cent. of the issued North Investor Ordinary Shares and 
approximately 83.19 per cent. of the issued North Preference Shares, assuming 
that all Coolabi Shareholders choose to accept the Offer and receive the Share 
Alternative (and that the Convertible Loan Notes are converted) and assuming no 
scale back under the terms of the Share Alternative. The North Shares will, on 
issue, rank in full for all dividends, interest, capital, redemption and other 
distributions declared after their issue in respect of the North Investor 
Ordinary Shares and North Preference Shares share capital. 
 
Further details of North's share capital are set out in Appendix IV. 
 
  * North Shares 
 
Pursuant to paragraph 3, North has decided to offer a share alternative for the 
Offer. The North Preference Shares and the North Investor Ordinary Shares will 
each have a nominal value of 0.13 pence. 
 
The North Preference Shares will have no voting rights and will confer on the 
holders a non-compounding six per cent. per annum dividend. The dividend 
accrues from the later of the date of issue and the first North Preference 
Shares being issued in consideration for the Offer and is rolled up until 31 
December 2014 and is to be paid on that date and quarterly thereafter. The 
North Preference Shares are redeemable on 31 December 2016 or, if earlier, 
immediately prior to, and conditional upon, the occurrence of a sale, listing 
or winding up. 
 
The North Investor Ordinary Shares will carry at least 85 per cent. of the 
votes capable of being cast on a poll at any general meeting (the North 
Management Ordinary Shares having the other 15 per cent.). The holders of North 
Investor Ordinary Shares will have proportional voting rights across their 
holdings and the North Investor Ordinary Shares will rank pari passu in all 
economic respects, except that EPVCT may not vote more than 50 per cent. of the 
votes on a poll or at a general meeting in respect of the North Investor 
Ordinary Shares or receive more than 50 per cent. of any distribution or the 
assets on any winding up. The North Investor Ordinary Shares, like the North 
Management Ordinary Shares, will not receive any dividends unless and until all 
the North Preference Shares have been redeemed. Following the redemption of the 
North Preference Shares, the North Investor Ordinary Shares confer the right on 
the holders to receive a pro rata percentage of any dividend not allocated to 
the North Management Ordinary Shares. The North Management Ordinary Shares 
confer the right to 50 per cent. of any dividends provided that until such time 
as the Investors have received an IRR of 18 per cent. in respect of their 
holdings of North Investor Ordinary Shares and North Preference Shares the rate 
shall be 15 per cent. The North Investor Ordinary Shares are not redeemable. 
 
In addition, in the event of a sale or winding up of North the surplus assets 
of North, the Existing Loan Notes having been repaid, shall be applied first to 
pay an amount equal to the redemption amount on each North Preference Share and 
the balance will be distributed amongst the holders of North Investor Ordinary 
Shares and the holders of North Management Ordinary Shares. The amount of this 
balance distributable to the holders of the North Management Ordinary Shares 
shall range between 60 per cent. and 15 per cent. depending on certain target 
values having been attained. 
 
It is not intended that the North Shares will be admitted to trading on AIM or 
any other stock exchange. 
 
Further details about the North Shares are set out in Appendix IV. Further 
details about the risk factors which are relevant to the North Shares are set 
out in Appendix V. 
 
  * Background to and reasons for the Offer 
 
EPVCT is a publicly quoted investment holding company which undertakes private 
equity and public capital market investments and is an existing Coolabi 
Shareholder. The investments of EPVCT are managed by EIM. 
 
EIM, via EPVCT, has supported the growth and development of Coolabi since EPVCT 
became a shareholder in November 2009. Since this investment, EIM is pleased 
with the performance of Coolabi, considering the extremely difficult market 
conditions. This is, in the opinion of EIM, due to the experience and the 
calibre of the Coolabi Management Directors, together with the high quality of 
the intellectual property rights which Coolabi owns, manages and licenses. EIM 
believes that it can continue to foster Coolabi's development through 
significant new investment. 
 
North believes that the current subdued market conditions have led to numerous 
intellectual property assets becoming available. Certain of these opportunities 
would be an ideal fit for Coolabi and could be well leveraged by a management 
team of the calibre of the Coolabi Management Directors. North believes that 
there is an opportunity for a well-placed, well-funded team to acquire and 
develop these assets and thus to establish a reputation as the `go to' team for 
leveraging media intellectual property. 
 
Following the Offer becoming or being declared unconditional in all respects, 
North intends, with the support of EPVCT and EIM, to take significant steps 
aimed at implementing this strategy and accelerating Coolabi's growth. 
Coolabi's core activities will continue to be developed and strengthened. North 
intends that further investment will be made in Coolabi to support organic 
growth of the current intellectual property held by Coolabi and that 
significant investment will be made if and when suitable acquisition 
opportunities can be identified. North intends to utilise the contacts of EIM 
to identify and acquire additional high quality intellectual property. North 
believes that the support provided by EPVCT will improve Coolabi's ability to 
secure new intellectual property opportunities on more attractive terms. North 
believes that the experience and capabilities of the executive management team 
can be leveraged across more assets to achieve greater growth. As a result of 
pursuing this strategic direction, North is targeting enhanced long-term 
revenue growth for Coolabi. 
 
North anticipates that, following the Offer, significant additional investment 
will be required to accelerate Coolabi's development and to follow the strategy 
set out above, EPVCT has been restricted in the amount of investment it can 
make while Coolabi Shares remain admitted to trading on a public market. As a 
result, to be able to provide Coolabi with the capital it requires to follow 
the strategy set out above and to develop to its full potential, North requires 
Coolabi to be a private company. 
 
North intends, subject to the Offer being declared wholly unconditional and 
that North has received acceptances over not less than 75 per cent. of the 
Coolabi Shares to procure that Coolabi makes an application to the London Stock 
Exchange to cancel the admission of Coolabi Shares from trading on AIM. 
 
Referring to the current trading of Coolabi, North has identified a working 
capital requirement and intends, post the Offer becoming or being declared 
unconditional in all respects, to provide GBP1 million of funding for this 
requirement. North intends to offer all North shareholders, at that time, the 
opportunity to participate in providing this funding provided such offer does 
not require North to issue a prospectus pursuant to the Prospectus Rules. 
 
  * Recommendation 
 
The Independent Directors, who have been so advised by Evolution Securities, 
consider the terms of the Offer to be fair and reasonable so far as Coolabi 
Shareholders are concerned. In providing its advice, Evolution Securities has 
taken into account the commercial assessments of the Independent Directors. 
 
Accordingly, the Independent Directors believe that the terms of the Offer are 
in the best interests of Coolabi Shareholders as a whole and recommend 
unanimously that Coolabi Shareholders accept the Offer and that Coolabi 
Shareholders vote in favour of the Ordinary Resolution to be proposed at the 
General Meeting as the Independent Directors have irrevocably undertaken to do 
in respect of their entire holding in Coolabi (comprising, in aggregate, 
462,859 Coolabi Shares and representing approximately 0.83 per cent. of the 
existing issued share capital of Coolabi). The Independent Directors have all 
undertaken to accept the Offer and not to elect for the Share Alternative. 
 
Coolabi Shareholders are recommended to consider carefully, in the light of 
their own investment objectives and having taken independent advice appropriate 
to their own financial circumstances, if they wish to elect for the Share 
Alternative and receive unlisted North Shares. 
 
  * Irrevocable undertakings 
 
  * 
     a. Acceptance of the Offer 
 
    North has received irrevocable undertakings to accept the Offer from the 
    Independent Directors, the Coolabi Management Directors and/or companies 
    through which they provide services and indirectly hold Coolabi Shares, 
    EPVCT and certain other shareholders in respect of 34,258,512 Coolabi 
    Shares (representing approximately 53.66 per cent. of the issued share 
    capital of Coolabi assuming conversion of the Convertible Loan Notes). 
    North has also obtained a letter of intent from BlackRock to accept the 
    Offer in respect of its holding of 4,127,876 Coolabi Shares (representing 
    6.47 per cent. of the issued share capital of Coolabi assuming conversion 
    of the Convertible Loan Notes). Further details of these irrecoverable 
    undertakings and letter of intent are set out in Appendix III to this 
    amendment. 
 
     b. Voting in favour of the Ordinary Resolution 
 
    In addition, North has received irrevocable undertakings from the 
    Independent Directors and certain other Coolabi Shareholders to vote in 
    favour of the Ordinary Resolution relating to the Offer at the General 
    Meeting in respect of Rule 16.2 of the City Code, as described in paragraph 
    10(b) of this announcement, in respect of 18,193,220 Coolabi Shares (being 
    approximately 41.24 per cent. of the Coolabi Shares whose shareholders are 
    entitled to vote at the meeting). 
 
     c. Election for the Share Alternative 
 
    Further, North has received irrevocable undertakings to elect for the Share 
    Alternative from the Coolabi Management Directors, EPVCT and Avonglen 
    Limited in respect of 19,730,309 Coolabi Share (representing approximately 
    30.90 per cent. of the issued share capital of Coolabi, assuming conversion 
    of the Convertible Loan Notes and assuming no scale back under the Share 
    Alternative). 
 
    Further details of these irrevocable undertakings are set out in Appendix 
    III to this announcement. 
 
      + 
        Background to and reasons for the recommendation 
 
    Over the past five years, Coolabi has delivered on its strategy of building 
    a diversified portfolio of intellectual property assets that have 
    international appeal across a broad range of media platforms. This has been 
    achieved organically and, where appropriate opportunities have presented 
    themselves, through acquisition. 
 
    Coolabi is currently facing challenging market conditions that are 
    adversely affecting the sectors in which it operates. These have been 
    particularly felt in the licensing and merchandising industry, where 
    agreements with potential licensees are taking longer than usual to 
    conclude. This, in turn, has had an impact on Coolabi's working capital 
    requirements. 
 
    Against this market backdrop, the Independent Directors, in consultation 
    with Coolabi's major shareholders, have considered alternative options 
    available to Coolabi in the absence of the Offer, including continuing its 
    current strategy of organic growth and an equity fundraising for the 
    development of the business. 
 
    The Independent Directors are supportive of Coolabi's current strategy and 
    are confident of its future prospects. However, they believe that in order 
    for Coolabi to continue to execute its strategy and maximise its future 
    potential, further funding is required. The Independent Directors 
    acknowledge that North, funded by EPVCT, intends to support Coolabi in 
    achieving its commercial and strategic objectives and will help it grow 
    both organically by investment in existing properties and through funding 
    acquisition opportunities (if suitable opportunities present themselves) 
    that would otherwise be difficult to achieve given the current challenging 
    market for raising new equity on the public market. As an unlisted company, 
    Coolabi will also be able to prioritise strategic development over 
    consistency of earnings and predictability. 
 
    As set out in paragraph 12 of this announcement, North attaches great 
    importance to the skills and experience of the management and employees of 
    Coolabi and intends that they should play a key role in the development of 
    the Coolabi Group. North has given assurances to the Independent Directors 
    that, on the Offer becoming or being declared unconditional in all 
    respects, the existing employment rights, including pension rights, of all 
    Coolabi Group employees will be observed. North has no current intention to 
    change the location of Coolabi Group's place of business. 
 
    In light of the factors set out above, the Independent Directors intend to 
    recommend unanimously that Coolabi Shareholders accept the Offer. 
 
      + Information relating to North, EPVCT and EIM and the financing of the 
        Offer 
 
      + (a) North 
 
 
    North was incorporated in England and Wales under the Act on 17 March 2010 
    by EPVCT and currently has a total issued share capital of 455,407 North 
    Management Ordinary Shares, 1,161,289 North Investor Ordinary Shares and 
    903,225 North Preference Shares each with a nominal value of 0.13p each and 
    two deferred shares of nominal value of 0.1p each. North was founded to 
    engage in the acquisition, development and creative management of 
    intellectual property assets, particularly in the field of character 
    merchandising. Since the time of incorporation North has been actively 
    seeking suitable opportunities. North has had three fundraising rounds 
    since incorporation, during which EPVCT has invested GBP3 million in 
    aggregate. North has not traded prior to the date of this Announcement 
    (other than entering into transactions relating to the Offer). The Coolabi 
    Management Directors are all existing North shareholders. The Directors of 
    North are Gordon Power and William Harris. William Harris was appointed to 
    the board of North at the time of entry into the Investment Agreement. This 
    appointment was approved by the Independent Directors and is primarily to 
    facilitate the Offer being made in a VCT compliant environment. 
 
      + 
        North currently has approximately GBP2.9 million in cash. North has 
        entered into the Loan Facility to fund the portion of the Offer and 
        transaction costs which will not be covered by North's existing cash 
        resources. The Loan Facility is an unsecured term loan of GBP654,210.99, 
        which accrues simple interest at a rate of 4.2 per cent. per annum but 
        accrues a repayment premium of 70 per cent. of such amount as would 
        give the lender an IRR of 19.75 per cent. on the principal amount 
        repaid (less the principal amount repaid). It is intended that if 
        Coolabi Shareholders accept cash that requires funding over and above 
        the existing cash resources of North, that part of the consideration 
        will be drawn down by North from the Loan Facility and that each amount 
        drawn down will be capitalised by EPVCT, at some point after the Offer 
        becomes or is declared unconditional in all respects, into North Shares 
        on the same terms as the Offer, possibly during the course of the next 
        tax year. 
 
    Prior to making the Offer and publication of the Offer document, North will 
    re-register as a public limited company. Accordingly it is expected that 
    the Offer will be made by North as North Promotions plc rather than North 
    Promotions Limited. 
 
    The North Articles cover certain aspects of the governance of North 
    including the sale and transfer of securities. Further details concerning 
    the North Articles are set out in Appendix IV. 
 
 
    The assets and liabilities of a consolidated Enlarged Group would comprise 
    the assets and liabilities of Coolabi at the date of acquisition, the cash 
    currently in North (to the extent not utilised to pay the cash 
    consideration and transaction fees pursuant to the Offer), the Existing 
    Loan Notes and the drawn down portion of the Loan Facility, save that the 
    extent and amount of any fair value adjustments post acquisition is not yet 
    known. EPVCT has confirmed that it intends to capitalise the drawn down 
    portion of the Loan Facility (if any) at some point after the Offer becomes 
    or is declared unconditional in all respects, possibly during the course of 
    the next tax year. The capitalisation of the amount drawn down under the 
    Loan Facility will be on the same terms as the Offer. 
 
    The earnings of the consolidated Enlarged Group, assuming full acceptance 
    of the Offer, would comprise the earnings of Coolabi. 
 
      + (b) Edge Performance VCT plc 
 
      + EPVCT is a UK based publicly quoted investment holding company which 
        undertakes private equity and public capital market investments. EPVCT 
        is focused on investing in the entertainment industry. The investments 
        of EPVCT are managed by EIM. EPVCT was established on 8 September 2005. 
        It currently has approximately GBP85 million of assets under management. 
 
      + (c) EIM 
 
      + EIM is a UK based investment manager which was established in July 2005 
        for the purpose of managing the investments of EPVCT. The members of 
        the board of EIM are Gordon Power, David Glick, Alasdair George, Harvey 
        Goldsmith CBE and Kate Glick ACA, CTA. 
 
      + (d) Arrangements between EPVCT, EIM and North 
 
      + EPVCT has irrevocably undertaken to accept the Offer in respect of its 
        entire shareholding in Coolabi (including the 8,327,614 Coolabi Shares 
        which it will receive following the conversion of the Convertible Loan 
        Notes), further details of which are set out in paragraph 7 above. 
        EPVCT intends to convert the Convertible Loan Notes by no later than 
        immediately after the Offer becomes or has been declared unconditional 
        in all respects and has irrevocably undertakes to elect to receive its 
        consideration in North shares. Accordingly, if the Offer is successful, 
        after conversion of the Convertible Loan Notes, EPVCT will receive 
        1,233,246 North Preference Shares and 528,534 North Investor Ordinary 
        Shares in respect of its entire shareholding in Coolabi (assuming no 
        scale back under the terms of the Share Alternative). Since EPVCT is an 
        existing shareholder in North, EPVCT will then own 2,136,471 North 
        Preference Shares and 1,689,823 North Investor Ordinary Shares, 
        representing 39.77 per cent. of the North Preference Shares and 54.92 
        per cent. of the North Investor Ordinary shares (assuming full 
        acceptance of the Offer, all Coolabi Shareholders electing to receive 
        the Share Alternative and no scale back under the terms of the Share 
        Alternative). 
 
    (e) Financing of the Offer 
 
    The maximum amount of cash consideration payable by North to accepting 
    Coolabi Shareholders in relation to the Offer will be approximately GBP4.95 
    million. This amount will be funded using North's existing cash resources 
    and the Loan Facility provided by EPVCT to North. 
 
    Merchant Securities is satisfied that sufficient financial resources are 
    available to North to satisfy in full the total cash consideration of 
    approximately GBP4.95 million that is payable under the Offer. 
 
      + Arrangements with Management 
 
    (a) Executive Management 
 
    Jeremy Banks (ACA) joined Coolabi plc as Chief Executive in September 2006. 
    Prior to joining Coolabi, he had been Group Commercial Director and Group 
    Finance Director at Chorion plc from 2001 until its acquisition by 3i in 
    2006. Previously, Jeremy had worked for Guinness Mahon Development Capital 
    shortly before it was bought out by its management to form ProVen Private 
    Equity, the niche venture capital house whose focus was media and branded 
    content transactions. Jeremy is a chartered accountant. 
 
    Tim Ricketts (ACA) is Finance Director of Coolabi. Tim has significant 
    experience in the commercial, operational and financial management of media 
    and technology businesses both in the UK and worldwide. During nine years 
    with United News & Media plc, Tim held various senior posts including 
    Finance Director of Anglia Television Limited, Meridian Broadcasting 
    Limited and United Newspapers Limited. In 2000 he was responsible for an 
    operational review of United News & Media plc, the then FTSE-100 business, 
    which achieved over GBP60 million in savings per annum. In 2001 he became the 
    Group Finance Director of Gullane Entertainment PLC. Following Gullane's 
    takeover by HIT Entertainment plc in 2002, Tim co-founded and ran the 
    online betting data and technology group Turf Trax Holdings Limited as 
    Group Managing Director. 
 
    William Harris is Chairman of Coolabi. He was Chief Executive of Gullane 
    Entertainment plc until 2002. He helped grow the business from a six-person 
    company with GBP400,000 turnover into a London Stock Exchange listed company 
    with a turnover of over GBP50 million, 150 employees and offices in the UK, 
    US, Canada and Japan. As Chief Executive he led the transformation of 
    Gullane from a one-property company (Thomas the Tank Engine) into a broadly 
    based family entertainment studio, through organic growth and a series of 
    acquisitions of rights and properties, including the underlying rights to 
    Thomas the Tank Engine, Guinness World Records, Media Merchants, Fireman 
    Sam and David & Charles Children's Books. During this period Gullane's 
    share price increased from GBP1.30 to GBP4.30, its market capitalisation from GBP 
    31 million to GBP133 million and earnings per share from 6.66p to 20.85p. 
    Gullane was acquired by HIT Entertainment PLC in September 2002. William 
    Harris was appointed to the board of North as a Non-Executive Director upon 
    entry into the Investment Agreement. This appointment to the board of North 
    was approved by the Independent Directors and is primarily to facilitate 
    the Offer being made in a VCT compliant environment. Further details of the 
    Investment Agreement are set out in paragraph 10(b) below. 
 
    (b) Arrangements between the Executive Management and North 
 
 
    Under the terms of the Investment Agreement, Jeremy Banks, Tim Ricketts and 
    William Harris have subscribed for 259,582, 108,159 and 43,264 North 
    Management Ordinary Shares, respectively. In addition, Zoe Scurfield and 
    Michael Dee have subscribed for 17,761 and 26,641 North Management Ordinary 
    Shares. Zoe Scurfield and Michael Dee are both senior managers of Coolabi 
    and are not Coolabi Shareholders. The North Management Ordinary Shares are 
    not being offered to any other Coolabi Shareholders and will not rank pari 
    passu with the rest of the issued share capital of North. 
 
    The structure of the North Management Ordinary Shares is intended to 
    provide an incentive to the Coolabi Management Directors and the senior 
    managers referred to above. 
 
    Assuming 445,407 North Management Ordinary Shares will remain in issue they 
    will represent 15 per cent. of the votes capable of being cast on a poll at 
    any general meeting. The North Management Ordinary Shares will rank pari 
    passu in all economic respects. The North Management Ordinary Shares, like 
    the North Investor Ordinary Shares, will not carry the right to receive any 
    dividends unless and until all the North Preference Shares have been 
    redeemed. Following the redemption of the North Preference Shares, the 
    North Management Ordinary Shares shall confer the right on the holders to 
    receive 50 per cent. of all dividends provided that Investors have received 
    an 18 per cent. internal rate of return calculated on all the cash flows 
    associated with the North Investor Ordinary Shares, the North Preference 
    Shares and the Existing Loan Notes issued to EPVCT. Prior to that point the 
    North Management Ordinary Shares will confer the right to 15 per cent. of 
    all dividends. The North Management Ordinary Shares do not form part of the 
    Share Alternative. 
 
    Specifically, the North Management Ordinary Shares are a mechanism to 
    provide differing levels of compensation once certain thresholds of returns 
    to other North shareholders are reached. The North Management Ordinary 
    Shares are in addition to the North Investor Ordinary Shares which will be 
    issued to the Coolabi Management Directors as a result of accepting the 
    Share Alternative in respect of their holding of Coolabi Shares. 
 
    Further details about the North Management Ordinary Shares are set out in 
    Appendix IV. 
 
    The Independent Shareholders will be asked at the General Meeting to 
    approve the Executive Management Transactions described in this paragraph 
    (b) by voting on the Ordinary Resolution in compliance with the 
    requirements of Rule 16.2 (c) of the Code. The Coolabi Management Directors 
    and EPVCT will not be entitled to vote on the Ordinary Resolution and 
    voting on this resolution will be by way of a poll. 
 
    For the purposes of Rule 16.2 of the Code, Evolution Securities considers 
    the terms of the Executive Management Transactions to be fair and 
    reasonable in so far as the Coolabi Shareholders are concerned. 
 
    For the purposes of Rule 25.2 of the Code, Coolabi Management Directors are 
    deemed to have a conflict of interest with Coolabi due to the Executive 
    Management Transactions. Accordingly a committee of the board of Coolabi 
    was established comprising the Independent Directors for the purpose of 
    considering any offers for the Company and making any recommendations to 
    the Coolabi Shareholders. 
 
      + Information relating to Coolabi 
 
    (a) Background 
 
      + Coolabi specialises in the ownership, development, creative management 
        and exploitation of high quality intellectual property assets. 
        Coolabi's current properties include Poppy Cat, Purple Ronnie, The 
        Large Family, King Arthur's Disasters, The Worst Witch, Fungus The 
        Bogeyman and Scarlett & Crimson. In addition, Coolabi also licenses 
        rights to selected properties that include the Oliver Postgate and 
        Peter Firmin trio of properties Bagpuss, The Clangers and Ivor The 
        Engine. The strategy for Coolabi has been to build a diversified 
        portfolio of cash-generative intellectual property assets that have 
        international potential across a broad range of media platforms. 
 
      + The Coolabi business started as Alibi Communications plc ("Alibi"), 
        which was formed in 1999 and was admitted to trading on AIM in the same 
        year. Alibi was a producer of prime time television drama and 
        children's television drama. In 2004, Alibi merged with Coolebah 
        Limited, a business engaged in licensing and children's animated 
        television production. The company changed its name to Coolabi in 2005. 
 
      + In September 2006, Coolabi acquired the children's division of Zenith 
        Entertainment Limited (out of administration). In May 2007 Coolabi 
        acquired Purple Enterprises Limited and in September of that year, 
        acquired Indie Kids. In November 2008, Coolabi acquired Licensing By 
        Design. In 2009, Coolabi acquired the literary estates of Eric Ambler, 
        Michael Innes and John Creasey. 
 
      + Coolabi is incorporated in England and Wales and currently trades on 
        AIM under the ticker COO and has a total issued share capital of 
        55,517,449 Coolabi Shares and 490,520,871 deferred shares of 0.95p 
        each. 
 
    (b) Current trading and prospects 
 
    The Company's interim results for the six months ended 30 June 2011 were 
    released on 20 September 2011 and the Company reported revenue of GBP0.61 
    million (H1 2010: GBP0.96 million), adjusted EBITDA loss of GBP0.3 million (H1 
    2010: EBITDA of GBP0.02 million) and net debt of GBP1.35 million (30 June 2010: 
    GBP0.73 million). 
 
    The following are edited details from the statements made by the Company in 
    its interim results for the six months ended 30 June 2011, as released on 
    20 September 2011: 
 
    "The first half of 2011 has seen a period of intense activity across the 
    business with the principal focus being the continued roll-out of our 
    pre-school animated TV property, Poppy Cat. We are pleased with the 
    progress made to date. Important strategic deliverables, such as the 
    broadcast premiere on Nick Jr in the UK and the contracting of Sprout as 
    our US broadcast partner, have been achieved. In addition, key 
    value-driving initiatives such as the securing of ten UK licences, 
    including a Master Toy Partner have also been concluded in the first half. 
    However, all of this has taken longer to achieve than it might have done in 
    better economic times. 
 
    As in 2010, we expect the results to be heavily weighted towards the second 
    half. There is still much to do in order to realise management's 
    expectations for the full year, particularly in the light of current 
    trading conditions. Successful attendance at important trade fairs over the 
    next couple of months will be crucial to their achievement. 
 
    However, we are currently facing challenging market conditions that are 
    adversely affecting the sectors in which we operate. These have been 
    particularly felt in the licensing and merchandising industry, where 
    agreements with potential licensees are taking longer than usual to 
    conclude. This, in turn, has had an impact our on working capital 
    requirements." 
 
    The full text of the announcement containing the unaudited interim results 
    for the six months ended 30 June 2011 is available on the Company's website 
    www.coolabi.com. 
 
      + Coolabi management, employees and locations 
 
    North attaches great importance to the skills and experience of the 
    management and employees of Coolabi and intends that they should play a key 
    role in the development of the Coolabi Group. 
 
    William Harris was appointed to the board of North as a Non-Executive 
    Director upon entry into the Investment Agreement. His appointment was 
    approved by the Independent Directors and is primarily to facilitate the 
    Offer being made in a VCT compliant environment. Further details of the 
    Investment Agreement are set out in paragraph 10(b) above. In addition, it 
    is expected that Jeremy Banks (Chief Executive) and Tim Ricketts (Finance 
    Director) will remain with the Coolabi Group and will also become directors 
    of North. 
 
    The remaining members of the Coolabi board (Stuart Lindsay, Nicholas James 
    and Linda James) have agreed to resign with effect from the date upon which 
    the Offer becomes or is declared wholly unconditional. 
 
    The existing employment rights, including pension rights, of all Coolabi 
    Group employees will be observed. North has no current intention to change 
    the location of Coolabi Group's place of business. 
 
      + Coolabi Share Option Scheme 
 
    Participants in Coolabi's Share Option Scheme have all agreed to waive 
    their rights to options, subject to the Offer becoming or being declared 
    wholly unconditional. 
 
      + 
        Disclosure of interests in Coolabi Shares 
 
    As at close of business on 27 October 2011, the last practicable date prior 
    to the Announcement Date, other than as disclosed below, neither North, nor 
    any directors of North, nor, so far as North is aware, any person acting in 
    concert with North, has any interest in or right to subscribe for any 
    relevant Coolabi securities. 
 
    EPVCT 
 
    As at close of business on 27 October 2011, the last practicable date prior 
    to the Announcement Date, EPVCT held interests in 9,290,196 Coolabi Shares 
    and GBP562,114 Convertible Loan Notes which it intends to convert into 
    8,327,614 Coolabi Shares by no later than immediately following the Offer 
    becoming or being declared wholly unconditional. 
 
    William Harris 
 
    As at close of business on 27 October 2011, the last practicable date prior 
    to the Announcement Date William Harris held interests in 954,166 Coolabi 
    Shares. In addition, William Harris owns 33.33 per cent. of Avonglen 
    Limited, a company of which he is also a director. Avonglen Limited owns 
    458,333 Coolabi Shares. 
 
    Jeremy Banks 
 
    As at close of business on 27 October 2011, the last practicable date prior 
    to the Announcement Date, Jeremy Banks held interests in 700,000 Coolabi 
    Shares. 
 
    Tim Ricketts 
 
    As at close of business on 27 October 2011, the last practicable date prior 
    to Announcement Date, Tim Ricketts did not directly hold an interest in 
    Coolabi Shares, however, he owns 33.33 per cent. of Avonglen Limited, a 
    company of which he is also a director. Avonglen Limited owns 458,333 
    Coolabi Shares. 
 
      + Offer Document 
 
    It is expected that the Offer Document and the Forms of Acceptance 
    accompanying the Offer Document will be posted as soon as practicable and, 
    in any event, (save with the consent of the Panel) within 28 days of this 
    announcement. The Offer Document and Forms of Acceptance (in respect of 
    Coolabi Shareholders who hold their Coolabi Shares in certificated form) 
    will be made available to all Coolabi Shareholders at no charge to them on 
    the Coolabi website, www.coolabi.com. 
 
    Coolabi Shareholders are urged to read the Offer Document and, if the 
    Coolabi Shares are held in certificated form, the Form of Acceptance when 
    they are sent to them because they will contain important information. 
 
      + Compulsory acquisition, cancellation of AIM admission and 
        re-registration as a private company 
 
    If North receives acceptances under the Offer in respect of 90 per cent. or 
    more of Coolabi Shares to which the Offer relates, North intends to 
    exercise its rights pursuant to the provisions of Part 28 of the Act, as 
    applicable, to acquire compulsorily the remaining Coolabi Shares in respect 
    of which the Offer has not been accepted on the same terms as the Offer. 
 
    If North is able to compulsorily acquire the remaining Coolabi Shares, 
    Coolabi Shareholders who do not return a Form of Acceptance in respect of 
    certificated Coolabi Shares or send or procure their CREST sponsor sends 
    the Relevant Transfer to Escrow instruction in respect of uncertificated 
    Coolabi Shares according to the instructions which will be contained in the 
    Offer Document and the Form of Acceptance (if appropriate) will be deemed 
    to have made an election to receive cash pursuant to the Offer. 
 
    If the Offer becomes or is declared unconditional in all respects, and 
    sufficient acceptances under the Offer are received, North intends to 
    procure that Coolabi makes an application to the London Stock Exchange to 
    cancel the admission of Coolabi Shares to trading on AIM. Cancellation of 
    admission of Coolabi Shares to trading on AIM is likely to significantly 
    reduce the liquidity and marketability of any Coolabi Shares in respect of 
    which the Offer has not been accepted. 
 
    It is anticipated that, subject to any applicable requirements of the 
    London Stock Exchange, cancellation of admission to trading on AIM will 
    take effect no earlier than 20 Business Days after either (i) the date on 
    which North has, by virtue of its shareholdings and acceptances of the 
    Offer, acquired or agreed to acquire issued share capital carrying 75 per 
    cent. of the voting rights of Coolabi or (ii) the first date of issue of 
    compulsory acquisition notices under Part 28 of the Act, as applicable. 
    North will notify Coolabi Shareholders when the required 75 per cent. 
    acceptance threshold has been attained and will confirm that the notice 
    period has commenced and the anticipated date of cancellation. 
 
    Following such cancellation, North intends to procure that Coolabi 
    re-registers as a private limited company under the relevant provisions of 
    the Companies Act 2006. 
 
      + General 
 
    The Offer will be made on the terms and subject to the conditions and 
    further terms set out herein and in Appendix I to this announcement. The 
    bases and sources of certain financial information contained in this 
    announcement are set out in Appendix II to this announcement. A summary of 
    the irrevocable undertakings given by the Coolabi Directors (including the 
    circumstances in which they will fall away) is contained in Appendix III to 
    this announcement. Certain terms used in this announcement are defined in 
    Appendix VI to this announcement. 
 
    FURTHER INFORMATION 
 
    This announcement is not intended to, and does not, constitute or form part 
    of an offer to sell, or otherwise dispose of, or constitute an invitation 
    or the solicitation of an offer to purchase, subscribe for or otherwise 
    acquire any securities or the solicitation of any vote or approval in any 
    jurisdiction, pursuant to the Offer or otherwise. The Offer will be made 
    solely by means of the Offer Document, which will contain the full terms 
    and conditions of the Offer (including details of how to accept the Offer). 
    Any acceptance of the Offer should be made only on the basis of the 
    information contained in the Offer Document. Coolabi Shareholders are 
    advised to read the formal documentation in relation to the Offer 
    carefully. 
 
    Please be aware that addresses, electronic addresses and certain other 
    information provided by Coolabi Shareholders, persons with information 
    rights and other relevant persons for the receipt of communications from 
    Coolabi may be provided to North during the offer period as required under 
    Section 4 of Appendix 4 of the Code. 
 
    Merchant Securities is authorised by the Financial Services Authority. 
    Merchant Securities is acting exclusively for North and no one else in 
    connection with the Offer and will not be responsible to anyone other than 
    North for providing the protections afforded to clients of Merchant 
    Securities, or for providing advice in connection with the Offer or any 
    matter referred to herein. 
 
    Evolution Securities is acting exclusively for Coolabi and no one else in 
    connection with the Offer and will not be responsible to anyone other than 
    Coolabi for providing the protections afforded to clients of Evolution 
    Securities or for providing advice in connection with the Offer or any 
    matter referred to herein. 
 
    Overseas Shareholders 
 
    This announcement is for information purposes only and does not constitute 
    an offer to sell or an invitation to purchase any securities or the 
    solicitation of an offer to buy any securities, pursuant to the Offer or 
    otherwise. The Offer will be made solely by means of an Offer Document and 
    the Form of Acceptance accompanying the Offer Document in respect of 
    Coolabi Shares in certificated form, which will contain the full terms and 
    conditions of the Offer, including details of how the Offer may be 
    accepted. 
 
    This announcement has been prepared for the purpose of complying with 
    English law and the City Code and the information disclosed may not be the 
    same as that which would have been disclosed if this announcement had been 
    prepared in accordance with the laws of jurisdictions outside the United 
    Kingdom. 
 
    The release, publication or distribution of this announcement in certain 
    jurisdictions may be restricted by law. Persons who are not resident in the 
    United Kingdom or who are subject to other jurisdictions should inform 
    themselves of, and observe, any applicable requirements. 
 
    Unless otherwise determined by North or required by the City Code, and 
    permitted by applicable law and regulation, the Offer will not be made, 
    directly or indirectly, in, into or from a Restricted Jurisdiction where to 
    do so would violate the laws in that jurisdiction, and the Offer will not 
    be capable of acceptance from or within a Restricted Jurisdiction. 
    Accordingly, copies of this announcement and all documents relating to the 
    Offer are not being, and must not be, directly or indirectly, mailed or 
    otherwise forwarded, distributed or sent in, into or from a Restricted 
    Jurisdiction where to do so would violate the laws in that jurisdiction, 
    and persons receiving this announcement and all documents relating to the 
    Offer (including custodians, nominees and trustees) must not mail or 
    otherwise distribute or send them in, into or from such jurisdictions as 
    doing so may invalidate any purported acceptance of the Offer. 
 
    The availability of the Offer to Coolabi Shareholders who are not resident 
    in the United Kingdom may be affected by the laws of the relevant 
    jurisdictions in which they are resident. Persons who are not resident in 
    the United Kingdom should inform themselves of, and observe, any applicable 
    requirements. 
 
    Forward looking statements 
 
    This announcement contains statements about North and Coolabi that are or 
    may be forward looking statements. All statements other than statements of 
    historical facts included in this announcement may be forward looking 
    statements. Without limitation, any statements preceded or followed by or 
    that include the words "plans", "believes", "expects", "aims", "intends", 
    "will", "may", "anticipates", "estimates", "projects" or words or terms of 
    similar substance or the negative thereof, are forward looking statements. 
    Forward looking statements 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 North or Coolabi's operations and potential 
    synergies resulting from the Offer; and (iii) the effects of government 
    regulation on North or Coolabi's business. 
 
    Such forward looking statements involve 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 hereof. North disclaims any obligation to update any forward looking 
    or other statements contained herein, except as required by applicable law. 
 
    Responsibility statements 
 
    The North Directors each accept responsibility for the information 
    contained in this announcement except for the information relating to: EIM, 
    directors of EIM ("EIM Directors") and members of their immediate families, 
    related trusts and connected persons; the recommendations and opinions of 
    the Independent Directors; and Coolabi, the Coolabi Directors and members 
    of their immediate families, related trusts and connected persons. To the 
    best of the knowledge and belief of the North Directors (who have taken all 
    reasonable care to ensure that such is the case), the information contained 
    in this announcement for which they are responsible is in accordance with 
    the facts and does not omit anything likely to affect the import of such 
    information. 
 
    The EIM Directors each accept responsibility for the information contained 
    in this announcement relating to EIM and the EIM Directors and members of 
    their immediate families, related trusts and connected persons. To the best 
    of the knowledge and belief of the EIM Directors (who have taken all 
    reasonable care to ensure that such is the case), the information contained 
    in this announcement for which they are responsible is in accordance with 
    the facts and does not omit anything likely to affect the import of such 
    information. 
 
    The Independent Directors each accept responsibility for the recommendation 
    and opinions of the Independent Directors relating to the Offer contained 
    in the Key Terms Of The Offer of this announcement. To the best of the 
    knowledge and belief of the Independent Directors (who have taken all 
    reasonable care to ensure that such is the case), the information contained 
    in this announcement for which they are responsible is in accordance with 
    the facts and does not omit anything likely to affect the import of such 
    information. 
 
    The Coolabi Directors each accept responsibility for the information 
    contained in this announcement relating to Coolabi, the Coolabi Directors 
    and members of their immediate families, related trusts and connected 
    persons. To the best of the knowledge and belief of the Coolabi Directors 
    (who have taken all reasonable care to ensure that such is the case), the 
    information contained in this announcement for which they are responsible 
    is in accordance with the facts and does not omit anything likely to affect 
    the import of such information. 
 
    Disclosure requirements of the Takeover Code (the "Code") 
 
    Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 
    or more of any class of relevant securities of an offeree company or of any 
    paper 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 
    paper 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 paper offeror(s). An Opening Position Disclosure by a 
    person to whom Rule 8.3(a) 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 paper offeror 
    is first identified. Relevant persons who deal in the relevant securities 
    of the offeree company or of a paper 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 
    1 per cent. or more of any class of relevant securities of the offeree 
    company or of any paper offeror must make a Dealing Disclosure if the 
    person deals in any relevant securities of the offeree company or of any 
    paper 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 paper offeror, save to the extent that these details 
    have previously been disclosed under Rule 8. A Dealing Disclosure by a 
    person to whom Rule 8.3(b) 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 paper offeror, 
    they will be deemed to be a single person for the purpose of Rule 8.3. 
 
    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). 
 
    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 http://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 [phone] if you are in any doubt as to 
    whether you are required to make an Opening Position Disclosure or a 
    Dealing Disclosure, 
 
    Evolution Securities confirms that it has given and not withdrawn its 
    consent to the publication of this announcement with the inclusion of its 
    recommendation and opinion in the form and context in which it is included. 
 
    Publication on Website 
 
    In accordance with Rule 30.4(c) of the Code, a copy of this announcement 
    will be made available, subject to certain restrictions relating to persons 
    resident in a Restricted Jurisdiction, free of charge, on Coolabi's website 
    at www.coolabi.com by no later than 12 noon on 31 October 2011. 
 
    In accordance with Rule 30.2, a person may request a copy of this 
    announcement in hard copy form. A person may also request that all future 
    documents, announcements and information in relation to the Offer should be 
    in hard copy form. 
 
    In accordance with Rule 26.1, the following documents will also be made 
    available, subject to certain restrictions relating to persons resident in 
    a Restricted Jurisdiction, free of charge, on Coolabi's website at 
    www.coolabi.com by no later than 12 noon on 31 October 2011: 
 
      + The irrevocable undertakings referred to at Appendix III; 
 
      + The Non-Disclosure Agreement; 
 
      + The Loan Facility agreement between North and EPVCT; and 
 
      + The articles of association of North. 
 
    APPENDIX I 
 
    CONDITIONS AND FURTHER TERMS OF THE OFFER 
 
    The Offer 
 
    The Offer, which will be made by North, will comply with the City Code and 
    will be governed by English law and subject to the jurisdiction of the 
    English courts. In addition, the Offer will be subject to the terms and 
    conditions to be set out in the Offer Document. The Offer will be subject 
    to the following conditions: 
 
      + valid acceptances of the Offer being received (and not, where 
        permitted, withdrawn) by no later than the first closing date as set 
        out in the Offer Document (or such later time(s) and/or date(s) as 
        North may, subject to the rules of the Code, decide) in respect of not 
        less than 90 per cent. (or such lesser percentage as North may decide) 
        of the Coolabi Shares to which the Offer relates, provided that this 
        condition will not be satisfied unless North shall have acquired or 
        agreed to acquire (whether pursuant to the Offer or otherwise) Coolabi 
        Shares carrying in aggregate more than 50 per cent. of the voting 
        rights normally exercisable at a general meeting of Coolabi. For the 
        purposes of this condition: 
 
     1. Coolabi Shares which have been unconditionally allotted but not issued 
        shall be deemed to carry the voting rights which they will carry upon 
        issue; 
 
     2. the expression "Coolabi Shares to which the Offer relates" shall be 
        construed in accordance with Part 28 of the Act; and 
 
     3. valid acceptances shall be deemed to have been received in respect of 
        Coolabi Shares which are treated for the purposes of Part 28 of the Act 
        as having been acquired or contracted to be acquired by North by virtue 
        of acceptances of the Offer, 
 
    provided that, unless North otherwise determines, this condition 1 shall be 
    capable of being satisfied only at a time when all of the other conditions 
    2 to 8 inclusive have either been satisfied, fulfilled or, to the extent 
    permitted, waived; 
 
      + the Ordinary Resolution being passed by a simple majority by the 
        Independent Shareholders on a poll at the General Meeting. 
 
      + all necessary material notifications and filings having been made in 
        connection with the Offer and all statutory and regulatory obligations 
        in connection with the Offer in any relevant jurisdiction having been 
        complied with and all Authorisations deemed reasonably necessary or 
        appropriate by North in any relevant jurisdiction for, or in respect 
        of, the Offer and, except pursuant to Part 28, Chapter 3 of the Act, 
        the acquisition or the proposed acquisition of the Coolabi Shares by 
        North having been obtained in terms reasonably satisfactory to North 
        from all appropriate Third Parties, all or any applicable waiting and 
        other time periods having expired, lapsed or been terminated (as 
        appropriate) and all such Authorisations (together with all material 
        Authorisations deemed reasonably necessary or appropriate to carry on 
        the business of any member of the Wider Coolabi Group) remaining in 
        full force and effect at the time at which the Offer becomes otherwise 
        unconditional and there being no notice of any intention to revoke, 
        suspend, restrict, amend or not to renew any such Authorisations; 
 
      + no Third Party having given notice of a decision to take, institute, 
        implement or threaten any action, proceeding, suit, investigation or 
        enquiry, or having required any action to be taken, or otherwise having 
        done anything, or having enacted, made or proposed any statute, 
        regulation or order, or taken any other step that would or might 
        reasonably be expected to: 
 
     1. require, prevent or delay the divestiture, or alter the terms envisaged 
        for any proposed divestiture by North or any member of the Wider 
        Coolabi Group of all or any material part of their respective 
        businesses, assets or properties or impose any limitation on the 
        ability of North or the Wider Coolabi Group to conduct its business (or 
        any part of it) or to own any of its assets or property or any part of 
        them which, in any such case, is material in the context of the Wider 
        Coolabi Group taken as a whole or in the context of the Offer; 
 
     2. save pursuant to the Offer or Part 28, Chapter 3 of the Act, require 
        North or any member of the Wider Coolabi Group to make an offer to 
        acquire, any shares or other securities (or the equivalent) in any 
        member of the Wider Coolabi Group owned by any third party where such 
        acquisition would be material in the context of the Offer; 
 
     3. impose any limitation on, or result in a material delay in, the ability 
        of North directly or indirectly to acquire or to hold or to exercise 
        effectively directly or indirectly all or any rights of ownership in 
        respect of shares or loans or securities convertible into shares or any 
        other securities (or the equivalent) in Coolabi or the ability of North 
        to hold or exercise effectively any rights of ownership of shares, 
        loans or other securities in, or to exercise management control over 
        any member of the Wider Coolabi Group or require a divestiture by North 
        of any rights or ownership in respect of shares or other securities in 
        Coolabi, which, in any such case, is material in the context of the 
        Wider Coolabi Group taken as a whole or in the context of the Offer; 
 
     4. otherwise adversely affect the business, assets, liabilities, financial 
        or trading position, profits or prospects of any member of any member 
        of the Wider Coolabi Group in each case to an extent which is material 
        in the context of the Wider Coolabi Group taken as a whole or in the 
        context of the Offer; 
 
     5. make the Offer, its implementation or the acquisition or proposed 
        acquisition by North of any shares or other securities in, or control 
        or management of, Coolabi void, unenforceable or illegal, or restrict, 
        prohibit or delay to a material extent or otherwise materially 
        interfere with the implementation of, or impose material additional 
        conditions or obligations with respect to the Offer, or otherwise 
        materially challenge or require material amendment of, the Offer or the 
        acquisition or proposed acquisition of any Coolabi Shares or the 
        acquisition of control of Coolabi or any member of the Wider Coolabi 
        Group by North. 
 
    and all applicable waiting and other time period during which any such 
    Third Party could decide to take, institute, implement or threaten any such 
    action, proceedings, suit, investigation or enquiry or take any other step 
    under the laws of any jurisdiction having expired, lapsed or been 
    terminated; 
 
      + save as Publicly Announced or as fairly disclosed in writing to North 
        or its advisers by or on behalf of Coolabi prior to the date of this 
        announcement, there being no provision of any arrangement, agreement, 
        lease, licence, permit or other instrument to which any member of the 
        Wider Coolabi Group is a party or by or to which any such member or any 
        of its assets is or may be bound or be subject, which as a consequence 
        of the Offer or the acquisition or the proposed acquisition by North of 
        any shares or other securities (or the equivalent) in Coolabi or 
        because of a change in the control or management of any member of the 
        Wider Coolabi Group or otherwise, would result, in any case to an 
        extent which is material in the context of the Wider Coolabi Group 
        taken as a whole or in the context of the Offer, in: 
 
     1. any monies borrowed by, or any other indebtedness, actual or 
        contingent, of, any member of the Wider Coolabi Group being or becoming 
        repayable, or being capable of being declared repayable immediately or 
        prior to their or its stated maturity, or the ability of any such 
        member to borrow monies or incur any indebtedness being withdrawn or 
        inhibited; 
 
     2. the creation or enforcement of any mortgage, charge or other security 
        interest, over the whole or any part of the business, property or 
        assets of any member of the Wider Coolabi Group or any such mortgage, 
        charge or other security interest (whenever arising or having arisen) 
        becoming enforceable; 
 
     3. any such arrangement, agreement, lease, licence, permit or other 
        instrument being terminated or adversely modified or affected or any 
        onerous obligation or liability arising or any adverse action being 
        taken thereunder; 
 
     4. any assets or interests of any member of the Wider Coolabi Group being 
        or falling to be disposed of or charged or any right arising under 
        which any such asset or interest could be required to be disposed of or 
        charged; 
 
     5. the rights, liabilities, obligations or interests of any member of the 
        Wider Coolabi Group in, or the business of any such member with, any 
        person, firm or body (or any arrangement or arrangements relating to 
        any such interest or business) being terminated, adversely modified or 
        affected; 
 
     6. the value or financial or trading position or profits of Coolabi or any 
        member of the Wider Coolabi Group being prejudiced or adversely 
        affected; or 
 
     7. the creation of any liability (actual or contingent) by any member of 
        the Wider Coolabi Group, other than in the ordinary course of business; 
 
    in each case, to an extent which is material in the context of the Wider 
    Coolabi Group taken as a whole; 
 
      + save as Publicly Announced or fairly disclosed in writing to North or 
        its advisers by or on behalf of Coolabi, in each case prior to the date 
        of this announcement, no member of the Wider Coolabi Group having since 
        31 December 2010: 
 
     1. issued or agreed to issue or proposed or announced its intention to 
        issue of additional shares of any class, or securities convertible 
        into, or exchangeable for, or rights, warrants or options to subscribe 
        for or acquire, any such shares or convertible securities (save as 
        between Coolabi and wholly-owned subsidiaries of Coolabi and save for 
        the issue of Coolabi Shares pursuant to or in connection with the 
        exercise or vesting of options or awards granted under, or the grant of 
        options or awards under, the Coolabi Share Option Scheme where such 
        award or grant is made before the date of this announcement); 
 
     2. recommended, declared, paid or made or proposed to recommend, declare, 
        pay or make any bonus issue, dividend or other distribution whether 
        payable in cash or otherwise other than dividends (or other 
        distributions whether payable in cash or otherwise) lawfully paid or 
        made by any wholly-owned subsidiary of Coolabi to Coolabi or any of its 
        wholly-owned subsidiaries; 
 
     3. other than pursuant to the implementation of the Offer (and save for 
        transactions between Coolabi and its wholly-owned subsidiaries and 
        transactions in the ordinary course of business) implemented, effected, 
        authorised, proposed or announced its intention to implement, effect, 
        authorise or propose any merger, demerger, reconstruction, 
        amalgamation, scheme, commitment or acquisition or disposal of assets 
        or shares (or the equivalent thereof) in any undertaking or 
        undertakings that is material in the context of the Wider Coolabi Group 
        taken as a whole or in the context of the Offer or any change in its 
        share or loan capital (save for the issue of Coolabi Shares on the 
        exercise or vesting of options or awards granted before the date of 
        this announcement under the Coolabi Share Option Schemes); 
 
     4. (save for transactions between Coolabi and its wholly-owned 
        subsidiaries and save for transactions in the ordinary course of 
        business) disposed of, or transferred, mortgaged or created any 
        security interest over any asset or any right, title or interest in any 
        asset that is material in the context of the Wider Coolabi Group taken 
        as a whole or authorised, proposed or announced any intention to do so; 
 
     5. (save for transactions between Coolabi and its wholly-owned 
        subsidiaries) issued, authorised or proposed or announced an intention 
        to authorise or propose, the issue of any debentures or (save for 
        transactions between Coolabi and its wholly-owned subsidiaries or 
        transactions under existing credit arrangements or in the ordinary 
        course of business) incurred any indebtedness or contingent liability 
        which is material in the context of the Wider Coolabi Group as a whole 
        or in the context of the Offer; 
 
     6. entered into or varied or authorised, proposed or announced its 
        intention to enter into or vary any contract, arrangement, agreement, 
        transaction or commitment (whether in respect of capital expenditure or 
        otherwise) which is of a long term, unusual or onerous nature or 
        magnitude or which involves or is reasonably likely to involve an 
        obligation of such a nature or magnitude which is, in any such case, or 
        which is or is likely to be restrictive on the business of any member 
        of the Wider Coolabi Group, which is, in any such case, material in the 
        context of the Wider Coolabi Group or in the context of the Offer; 
 
     7. entered into or varied to a material extent or authorised, proposed or 
        announced its intention to enter into or vary to a material extent the 
        terms of, or make any offer (which remains open for acceptance) to 
        enter into or vary to a material extent the terms of, any service 
        agreement with any director or, save for salary increases, bonuses or 
        variations of terms in the ordinary course, any senior executive of 
        Coolabi; 
 
     8. proposed, agreed to provide or modified the terms of any share option 
        scheme, incentive scheme or other benefit relating to the employment or 
        termination of employment of any person employed by the Wider Coolabi 
        Group which is, in any such case, material in the context of the Wider 
        Coolabi Group or in the context of the Offer; 
 
     9. purchased, redeemed or repaid or announced a proposal to purchase, 
        redeem or repay any of its own shares or other securities (or the 
        equivalent) or reduced or made any other change to or proposed the 
        reduction or other change to any part of its share capital, save for 
        the allotment of any shares in connection with the Coolabi Share Option 
        Scheme pursuant to rights granted before the date of this announcement 
        or as between Coolabi and wholly-owned subsidiaries of Coolabi; 
 
    10. waived, compromised or settled any claim otherwise than in the ordinary 
        course of business which is material in the context of the Wider 
        Coolabi Group as a whole or in the context of the Offer; 
 
    11. terminated or varied the terms of any agreement or arrangement between 
        any member of the Wider Coolabi Group and any other person in a manner 
        which would or might reasonably be expected to have a material adverse 
        effect on the financial position of the Wider Coolabi Group taken as a 
        whole; 
 
    12. made any alteration to its articles of association; 
 
    13. been unable, or admitted in writing that it is unable, to pay its debts 
        or having stopped or suspended (or threatened to stop or suspend) 
        payment of its debts generally or ceased or threatened to cease 
        carrying on all or a substantial part of any business which is material 
        in the context of the Wider Coolabi Group as a whole or in the context 
        of the Offer; 
 
    14. (other than in respect of a company which is dormant and was solvent at 
        the relevant time) taken or proposed any corporate action or had any 
        action or proceedings or other steps instituted against it for its 
        winding-up (voluntary or otherwise), dissolution or reorganisation or 
        for the appointment of a receiver, administrator, administrative 
        receiver, trustee or similar officer of all or any material part of its 
        assets or revenues or any analogous proceedings in any jurisdiction or 
        appointed any analogous person in any jurisdiction; or 
 
    15. entered into any agreement, arrangement or commitment or passed any 
        resolution or made any proposal or announcement with respect to, or to 
        effect, any of the transactions, matters or events referred to in this 
        condition 6; 
 
      + save as Publicly Announced or fairly disclosed in writing to North or 
        its advisers by or on behalf of Coolabi, in each case prior to the date 
        of this announcement, since 31 December 2010 there having been: 
 
     1. no adverse change or deterioration in the business, assets, financial 
        or trading position or profits or prospects of any member of the Wider 
        Coolabi Group which is material in the context of the Wider Coolabi 
        Group taken as a whole or in the context of the Offer; 
 
     2. no litigation, arbitration proceedings, prosecution or other legal 
        proceedings having been announced or instituted by or against or 
        remaining outstanding against or in respect of any member of the Wider 
        Coolabi Group and no enquiry or investigation by or complaint to any 
        Third Party against or in respect of any member of the Wider Coolabi 
        Group having been threatened, announced or instituted or remaining 
        outstanding, against or in respect of any member of the Wider Coolabi 
        Group and which in any such case might reasonably be expected to be 
        material in the context of the Wider Coolabi Group taken as a whole or 
        in the context of the Offer; 
 
     3. no contingent or other liability having arisen or become apparent to 
        North which might reasonably be expected to adversely affect any member 
        of the Wider Coolabi Group and which in any such case is material in 
        the context of the Wider Coolabi Group taken as a whole or in the 
        context of the Offer; and 
 
     4. no steps having been taken which are likely to result in the 
        withdrawal, cancellation, termination or modification of any licence 
        held by any member of the Wider Coolabi Group which is necessary for 
        the proper carrying on of its business which is, in any such case, 
        material in the context of the Wider Coolabi Group or in the context of 
        the Offer; 
 
      + save as Publicly Announced or fairly disclosed in writing to North or 
        its advisers by or on behalf of Coolabi, in each case prior to the date 
        of this announcement, North not having discovered: 
 
     1. that the financial, business or other information concerning the Wider 
        Coolabi Group publicly announced or disclosed at any time by or on 
        behalf of any member of the Wider Coolabi Group is materially 
        misleading, contains a material misrepresentation of fact or omits to 
        state a fact necessary to make the information contained therein not 
        materially misleading; or 
 
     2. that any member of the Wider Coolabi Group is, otherwise than in the 
        ordinary course of business, subject to any liability, contingent or 
        otherwise, which is material in the context of the Wider Coolabi Group 
        taken as a whole or in the context of the Offer. 
 
    North reserves the right to waive, in whole or in part, all or any of the 
    above conditions 3 to 8 (inclusive). 
 
    If North is required by the Panel to make an offer for Coolabi Shares under 
    the provisions of Rule 9 of the Code, North may make such alterations to 
    any of the above conditions, including condition 1 above, and terms of the 
    Offer as are necessary to comply with the provisions of that Rule. 
 
    The Offer will lapse unless all the above conditions have been fulfilled 
    or, where permitted, waived or, where appropriate, have been determined by 
    North to be or remain satisfied, by the twenty-first day after the later of 
    the first closing date of the Offer Document and the date on which 
    condition 1 is fulfilled (or in each case such later date as North may 
    determine, in accordance with the City Code). 
 
    North shall be under no obligation to waive (if capable of waiver), to 
    determine to be or remain satisfied or to treat as fulfilled any of 
    conditions 3 to 8 (inclusive) by a date earlier than the latest date for 
    the fulfilment of that condition notwithstanding that the other conditions 
    of the Offer may at such earlier date have been waived or fulfilled and 
    that there are at such earlier date no circumstances indicating that any of 
    such conditions may not be capable of fulfilment. 
 
    If the Offer lapses, the Offer will cease to be capable of further 
    acceptance and accepting Coolabi Shareholders and North shall cease to be 
    bound by Forms of Acceptance submitted at or before the time when the Offer 
    so lapses. 
 
    APPENDIX II 
 
    SOURCES OF INFORMATION AND BASES OF CALCULATION 
 
     i. The Offer values the existing issued share capital of Coolabi based 
        upon 55,517,449 Coolabi Shares being in issue on 27 October 2011, being 
        the last Business Day prior to the date of this announcement. 
 
     i. The closing mid-market price of Coolabi Shares on 27 October 2011, 
        being the last Business Day prior to the date of this announcement is 
        taken from the AIM Appendix to the Daily Official List. 
 
    ii. Unless otherwise stated, the financial information relating to Coolabi 
        is extracted from the audited consolidated financial statements of 
        Coolabi for the financial year to 31 December 2010, prepared in 
        accordance with IFRS. 
 
    iii. Under the Coolabi Share Option Scheme there are outstanding options 
        which will become exercisable as a result of the Offer in relation to 
        3,168,246 Coolabi Shares, all of which have been waived conditional 
        upon the Offer becoming or being declared wholly unconditional. 
 
    iv. Conversion of the Convertible Loan Note will result in the issue of 
        8,327,614 Coolabi Shares. 
 
    APPENDIX III 
 
    IRREVOCABLE UNDERTAKINGS 
 
    Directors 
 
    The Coolabi Management Directors and their concert parties have given 
    irrevocable undertakings to accept the Offer and receive the Share 
    Alternative as follows: 
 
    Name                     Number of Coolabi Shares   Percentage of existing 
                                                          issued ordinary share 
                                                             capital of Coolabi 
 
    William Harris                            954,166                      2.54 
 
    Jeremy Banks                              700,000                      1.26 
 
    Avonglen Limited*                         458,333                      0.83 
 
    Total                                   2,112,499                      3.81 
 
    * Avonglen Limited is a company in which William Harris and Tim Ricketts 
    each hold a 33.33 per cent. shareholding and are both directors. 
 
    These undertakings will cease to have effect if: 
 
      + the Offer Document is not posted within 28 days of this announcement 
        (or within such longer period as Coolabi, with the consent of the 
        Panel, determines); or 
 
      + the Offer lapses or is withdrawn. 
 
    The Independent Directors have given irrevocable undertakings to accept the 
    Offer, vote in favour of the Ordinary Resolution and receive cash as 
    follows: 
 
    Name                     Number of Coolabi Shares    Percentage of existing 
                                                          issued ordinary share 
                                                             capital of Coolabi 
 
    Nicholas James                            250,000                      0.45 
 
    Linda James                               129,526                      0.23 
 
    Stuart Lindsay                             83,333                      0.15 
 
    Total                                     462,859                      0.83 
 
    These undertakings will cease to have effect if: 
 
      + the Offer Document is not posted within 28 days of this announcement 
        (or within such longer period as Coolabi, with the consent of the 
        Panel, determines); 
 
      + a new offer being received from a third party with a value greater than 
        10 per cent. of the Offer; or 
 
      + the Offer lapses or is withdrawn. 
 
    Other Shareholders 
 
    Certain other Coolabi Shareholders have given irrevocable undertakings to 
    accept the Offer and receive cash as follows: 
 
    Name                             Number of Coolabi   Percentage of existing 
                                                Shares    issued ordinary share 
                                                             capital of Coolabi 
 
    MD Barnard & Company                     6,940,833                    12.50 
    Limited 
 
    Herald Investment                        2,990,000                     5.39 
    Management 
 
    Amati Global Investors                   2,135,883                     3.85 
 
    Antony Jordon                            1,998,628                     3.60 
 
    Total                                   14,065,344                    25.34 
 
    These undertaking will cease to have effect if: 
 
      + the Offer Document is not posted within 28 days of this announcement 
        (or within such longer period as Coolabi, with the consent of the 
        Panel, determines); or 
 
      + in the case of MD Barnard & Company Limited, Herald Investment 
        Management and Anthony Jordan, a new offer being received from a third 
        party with a value greater than 10 per cent. of the price of the cash 
        offer; or 
 
      + in the case of Amati Global Investors, a new offer being received from 
        a third party with a value greater than one per cent. of the price of 
        the cash offer; or 
 
      + the Offer lapses or is withdrawn. 
 
    BlackRock has given a letter of intent stating that it intends to accept 
    the Offer in relation to its entire holding of 4,127,876 Coolabi Shares, 
    representing 6.47 per cent. of the fully diluted share capital. 
 
    EPVCT have given an irrevocable undertaking to accept the Offer and receive 
    the Share Alternative as follows: 
 
    Name                     Number of Coolabi Shares       Percentage of fully 
                                                         diluted ordinary share 
                                                             capital of Coolabi 
 
    Edge Performance VCT PLC               17,617,810                     27.59 
 
 
    * Includes 8,327,614 Coolabi Shares as a result of conversion of the 
    Convertible loan Note. 
 
    The undertaking from EPVCT will cease to have effect if: 
 
      + the Offer Document is not posted within 28 days of this announcement 
        (or within such longer period as Coolabi, with the consent of the 
        Panel, determines); or 
 
      + the Offer lapses or is withdrawn. 
 
    APPENDIX IV 
 
       SUMMARY OF THE RIGHTS ATTACHING TO THE NORTH SHARES AND THE ARTICLES 
 
    In this Appendix the following expressions shall have the following 
    meanings:- 
 
    "Controlling Interest" means an interest in shares giving to the holder or 
                           holders control of North within the meaning of 
                           Section 1124 of the Corporation Tax Act 2010; 
 
    "Edge Investor Group"  means: 
 
                           (a) EPVCT; 
 
                           (b) EIM; 
 
                           (c) any entity the funds of which are managed by 
                           EIM; 
 
                           which should also be deemed to include any of their 
                           permitted transferees; 
 
    "Edge Investors"       means any person, firm or body corporate compromised 
                           in the Edge Investor Group, for so long as such 
                           person, firm or body corporate shall hold any North 
                           Investor Ordinary Shares and any party who 
                           subsequently adheres to the Investment Agreement as 
                           an Edge Investor by entering into a deed of 
                           adherence thereto, and any such person's permitted 
                           transferees; 
 
    "Existing Loan Notes"  means the GBP700,000 A series secured six per cent. 
                           Loan Notes 2016 of North and the GBP700,000 B series 
                           secured six per cent. Loan Notes 2016 of North, each 
                           constituted by separate loan note instruments dated 
                           30 March 2010 (as amended and restated on 28 October 
                           2011); 
 
    "Investor Director     means the prior written consent of all of the 
    Consent"               Investor Directors or the consent of all the 
                           Investor Directors given at a meeting of the Board 
                           or an Investor Majority Consent; 
 
    "Investors"            means the holders of North Investor Ordinary Shares 
                           and, for so long as there are any North Preference 
                           Shares in issue, the holders of the North Preference 
                           Shares and for so long as there are any Existing 
                           Loan Notes in issue, the holders of Existing Loan 
                           Notes; 
 
    "Investor Majority     means the prior written consent or approval of the 
    Consent"               Investor Majority; 
 
    "Investor Majority"    means the holder(s) for the time being of over 50 
                           per cent. in nominal value of the North Investor 
                           Ordinary Shares; 
 
    "Investor IRR"         means an IRR calculated on all the cashflows 
                           associated with the North Preference Shares and 
                           North Investor Ordinary Shares and Existing Loan 
                           Notes issued by North; 
 
    "Issue Price"          means, in relation to any North Share, the amount 
                           paid up or credited as paid up on such North Share 
                           (including any premium on issue); 
 
    "Low Threshold"        means such amount as would be necessary to provide 
                           the Investors with an Investor IRR of 18 per cent.; 
 
    "Mid Value"            means the Target Value divided by 1.15; 
 
    "New Securities"       means any share or other securities convertible 
                           into, or carrying the right to subscribe for, those 
                           shares, issued by North; 
 
    "Preference IRR"       means an IRR calculated on each North Preference 
                           Share; 
 
    "Redemption Amount"    means in relation to any North Preference Share, the 
                           greater of (i) the Issue Price thereof multiplied by 
                           1.43 and (ii) such amount as would give rise to the 
                           holder of such North Preference Share achieving a 
                           Preference IRR of 19.75 per cent; 
 
    "Target Value"         means such amount as is 15 per cent higher than that 
                           which would be necessary to provide the Investors 
                           with an Investor IRR of 26 per cent if the Investors 
                           were entitled to receive 50 per cent of all proceeds 
                           in excess of the Low Threshold including redemption 
                           of all North Preference Shares; 
 
     1. THE SHARE ALTERNATIVE 
 
    Summary of rights attaching to the shares in North 
 
    The references below to the rights of the holders of the North Management 
    Ordinary Shares to certain percentages of voting rights, dividends and 
    return of capital on winding up or sale are based on an assumption of 
    455,407 North Management Ordinary Shares in issue. If that number is 
    reduced (for example if North Management Ordinary Shares are redeemed) then 
    the percentages will reduce pro rata. If that number is increased the 
    percentages do not increase. 
 
    The share capital of the Company comprises three classes of share:- 
 
     1. North Investor Ordinary Shares; 
 
     2. North Management Ordinary Shares; 
 
     3. North Preference Shares; 
 
    The respective rights attaching to each class of shares are as follows:- 
 
    (a) Voting 
 
    The North Preference Shares confer no right to receive notice of, attend or 
    vote at any general meeting of the Company. 
 
    On a show of hands every holder of North Management Ordinary Shares and/or 
    North Investor Ordinary Shares present in person or by proxy or (being a 
    corporation) is present by duly authorised representative or by proxy, 
    shall have one vote. 
 
    The North Management Ordinary Shares confer the right as a class to cast 15 
    per cent. of the votes capable of being cast on a poll at any general 
    meeting. All remaining votes are exercisable by the holders of the North 
    Investor Ordinary Shares (as a class). 
 
    If, and to the extent that, EPVCT's holding of North Investor Ordinary 
    Shares confers on it the right to cast more than 50 per cent. of the votes, 
    the percentage of the votes capable of being cast by EPVCT will be reduced 
    to 50 per cent. (so as to ensure that EPVCT does not have control of North) 
    and the votes which EPVCT is unable thereby to cast will be exercisable by 
    the other holders of North Investor Ordinary Shares pro rata to their 
    respective holdings. 
 
    (b) Dividends 
 
    The North Preference Shares confer on the holders thereof a cumulative 
    non-compounding six per cent. per annum dividend. The dividend accrued from 
    the date of issue is rolled up until 31 December 2014 and paid on that date 
    and thereafter is payable quarterly. 
 
    No dividends are payable on the North Investor Ordinary Shares or the North 
    Management Ordinary Shares unless and until all the North Preference Shares 
    have been redeemed. Once the North Preference Shares have been redeemed the 
    North Management Ordinary Shares confer the right to 50 per cent. of all 
    dividends after the Investors have received an Investor IRR of 18 per cent. 
    Until then the North Management Ordinary Shares confer the right to 15 per 
    cent. of all dividends. 
 
    The North Investor Ordinary Shares confer the right to the percentage of 
    any dividend not allocated in respect of the North Management Ordinary 
    Shares. 
 
    (c) Redemption 
 
    The North Investor Ordinary Shares are not redeemable. 
 
    The North Preference Shares are redeemable on 31 December 2016 or, if 
    earlier, immediately prior to, and conditionally upon, the occurrence of 
    the earlier of: (a) the sale of a controlling interest in North; (b) the 
    disposal by North of all or substantially all of its undertaking and 
    assets; (c) the listing or admission to trading of any shares in North; or 
    (d) a winding up of North or the appointment of a receiver, manager or 
    administrative receiver over all or any part of the assets of North or any 
    of its subsidiaries or the appointment of a liquidator or administrator 
    over North or any of its subsidiaries. The North Preference Shares are 
    redeemable at the Redemption Amount. 
 
    The North Management Ordinary Shares are redeemable at the Issue Price 
    thereof if the Offer is not made by 30 November 2011 or, if made, lapses or 
    is withdrawn. The North Management Ordinary Shares are also redeemable if 
    held by an employee or consultant who ceases to be employed by, or ceases 
    to provide consultancy services to, North. Depending on the circumstances 
    in which such holder ceases to be so employed or provide services to North, 
    and the date of such cessation, the redemption price will be the nominal 
    value, the Issue Price or the fair value agreed with the board of North or 
    determined by North's auditors. 
 
    (d) Return of Capital on a Sale or Winding Up 
 
    On a winding up of North, the surplus assets of North after the repayment 
    of the Existing Loan Notes, (the "Surplus Value") shall be applied first in 
    paying an amount equal to the Redemption Amount on each North Preference 
    Share and the balance (the "Equity Surplus") will be distributed amongst 
    the holders of the North Investor Ordinary Shares and the holders of the 
    North Management Ordinary Shares (pro rata to the number of each of such 
    class of share held). If the Surplus Value (plus all dividends or interest 
    paid or monies paid on redemption (other than redemption of any North 
    Management Ordinary Shares) or other return of capital on each class of 
    North Shares and the Existing Loan Notes) is: - 
 
     i. equal to or in excess of the Target Value, the holders of the North 
        Management Ordinary Shares (as a class) shall be entitled to 60 per 
        cent of the Equity Surplus (the percentage of the Equity Surplus to 
        which the holders of the North Management Ordinary Shares shall be 
        entitled being the "Management Percentage"); 
 
    ii. less than the Mid-Value but is an amount such that Investors have 
        received an amount greater than or equal to the Low Threshold, the 
        holders of the North Management Ordinary Shares (as a class) shall be 
        entitled to 50 per cent of the Equity Surplus; or 
 
    iii. such that the Investors have received less than the Low Threshold, the 
        holders of the North Management Ordinary Shares (as a class) shall be 
        entitled to 15 per cent of the Equity Surplus 
 
    but so that if the Investor Equity Surplus is less than the Target Value 
    but greater than or equal to the Mid-Value then the holders of the North 
    Management Ordinary Shares (as a class) shall be entitled to a percentage 
    of the Equity Surplus between 60 and 50 adjusted pro-rata to the difference 
    between the Mid-Value and the Target Value on a sliding scale. The holders 
    of the North Investor Ordinary Shares shall be entitled to 100 per cent. 
    minus the North Management Percentage of the Equity Surplus. 
 
    On a sale of the assets of North or a controlling interest in North, the 
    proceeds of sale will be distributed in the same priority as on a winding 
    up. 
 
     2. ARTICLES 
 
    In addition to the rights and restrictions attaching to the shares in the 
    capital of North summarised above, set out below is a summary of other 
    provisions of the Articles of Association of North: 
 
    (a) Directors 
 
    Unless and until North shall otherwise determine by ordinary resolution, 
    the number of Directors shall be not less than two; 
 
    (b) The holders of the North Investor Ordinary Shares shall be entitled to 
    appoint two persons to act as Directors of North (each an "Investor 
    Director") and to remove from office any Directors so appointed provided 
    that: 
 
    (i) for so long as the Edge Investors shall hold Investor Ordinary Shares 
    representing 30 per cent. or more of the issued North Investor Ordinary 
    Shares the Edge Investors shall be entitled to appoint one of the Investor 
    Directors (the "Edge Investor Director") and to remove from office any such 
    Investor Director; and 
 
    (ii) for so long as Investor Ordinary Shareholders (other than the Edge 
    Investors) (the "Non-Edge Investors") shall, between them, hold Investor 
    Ordinary Shares representing 30 per cent. or more of the issued Investor 
    Ordinary Shares, Non-Edge Investors holding more than 30 per cent. or more 
    of the Investor Ordinary Shares shall be entitled to appoint one of the 
    Investor Directors and to remove from office any such Investor Director. 
 
    (c) Proceedings of Directors 
 
    The quorum for Directors' meetings shall be three Directors unless at that 
    time there are only two Directors in which case the quorum shall be two but 
    the quorum must always include the Edge Investor Director (or if there 
    shall be no Edge Investor Director in office, any Investor Director); 
 
    (d) New Issues of Shares 
 
    Under the Articles, the Directors are generally unconditionally authorised 
    for the purpose of section 551 of the Act to exercise any power of the 
    Company to: 
 
    (i) allot shares: or 
 
    (ii) grant rights to subscribe for or convert any securities into shares: 
 
    to any persons, at any times and subject to any terms and conditions as the 
    Directors think proper, provided that this authority: 
 
    (i) is limited to a maximum nominal amount of GBP20,000; 
 
    (ii) only applies insofar as shareholders of North in general meeting have 
    not waived or revoked it; 
 
    (iii) may only be exercised for a period of 5 years commencing with the 
    date of adoption of the Articles (28 October 2011), save that the Directors 
    may make an offer or agreement which would or might require shares to be 
    allotted or rights granted to subscribe for or convert any security into 
    shares after the expiry of such authority. 
 
    Under the Articles the Directors are empowered pursuant to Section 570 of 
    the Act, to allot equity securities (within the meaning of the Act) of 
    North for cash pursuant to the general authority described above as if 
    Section 561(1) of the Act did not apply to any such allotment provided that 
    this power shall be limited to the allotment of equity securities up to an 
    aggregate nominal amount of GBP20,000. The power conferred shall expire on 
    the day prior to the fifth anniversary of the date of adoption of the 
    Articles unless renewed or extended prior to such expiry, except that North 
    may before the expiry make an offer or agreement which would or might 
    require equity securities to be allotted after such expiry and the 
    Directors may allot equity securities in pursuance of such offer or 
    agreement as if the power conferred had not expired. 
 
    Subject to the exceptions described below if the Company proposes to allot 
    New Securities they must first be offered to the holders of the North 
    Investor Ordinary Shares and the North Management Ordinary Shares pro-rata 
    to the number of such shares held. The above described restrictions do not 
    apply to: 
 
    (i) options to subscribe for North Investor Ordinary Shares under any 
    employment share plan; 
 
    (ii) New Securities issued in consideration of the acquisition by the 
    Company of any company or business which has been approved in writing by an 
    Investor Majority; 
 
    (iii) new securities which the Investor Majority have agreed in writing 
    should be issued without complying with the procedure described above; 
 
    (iv) new securities issued as a result of a bonus issue of shares approved 
    in writing by an Investor Majority; 
 
    (v) shares or options for shares issued or granted in accordance with the 
    terms of the Investment Agreement; 
 
    (vi) North Preference Shares and North Investor Ordinary Shares issued 
    pursuant to the terms of the Offer; and 
 
    (vii) any loan advanced to, or loan note issued by, North which is or are 
    convertible into North Preference Shares and North Investor Ordinary Shares 
    or North Preference Shares and North Investor Ordinary Shares issued on 
    subscription or on conversion or exchange of any loan advance to, or loan 
    notes issued by, North, as contemplated by the Investment Agreement. 
 
    (e) Transfers of shares 
 
    No North Management Ordinary Share shall be transferred without an Investor 
    Majority Consent (save to a Permitted Transferee or described below or in 
    accordance with the Tag Along or Drag Along provisions described below). 
 
    Shares may be transferred by means of an instrument of transfer in usual or 
    common form. No share may be transferred unless the transfer is made in 
    accordance with the Articles. If a shareholder transfers or purports to 
    transfer any share otherwise in any in accordance with the Articles he will 
    be deemed immediately to have served a Transfer Notice in respect of all 
    shares held by him. 
 
    Save for a transfer as described under "Permitted Transfers" below or 
    pursuant to the Tag Along or Drag Along provisions described below, any 
    transfer of shares shall be subject to the pre-emption rights contained in 
    the Articles. A North shareholder who wishes to transfer shares (a 
    "Seller") shall, before transferring or agreeing to transfer any shares 
    give notice in writing (a "Transfer Notice") to North specifying: 
 
    (i) the number of shares he wishes to transfer (the "Sale Shares"); 
 
    (ii) if he wishes to sell the Sale Shares to a third party, the name of the 
    proposed transferee; 
 
    (iii) the price (in cash) at which he wishes to transfer the Sale Shares 
    (which will be deemed to be fair value (as determined in accordance with 
    the Articles) of the Sale Shares if no cash price is agreed between the 
    Seller and the Board (including the Investor Directors)); 
 
    (iv) whether the Transfer Notice is conditional on all or a specific number 
    of the Sale Shares being sold. 
 
    Except with an Investor Director Consent, no transfer notice, once given or 
    deemed to have been given under the Articles may be withdrawn. 
 
    The Sale Shares will be offered in the following order of priority: 
 
    (i) if the Sale Shares are North Management Ordinary Shares, first to any 
    employee trust that the board may nominate and second to such persons as 
    may be agreed between the seller and the Directors (with an Investor 
    Director Consent) or, in the absence of such agreement, as directed by 
    Investor Director Consent: 
 
    (ii) if the Sale Shares are North Investor Ordinary Shares the Sale Shares 
    shall be offered first to the holders of North Investor Ordinary Shares, 
    second to any employee trust that the Directors may nominate and third to 
    the holders of the North Management Ordinary Shares and the North 
    Preference Shares; and 
 
    (iii) if the Sale Shares are North Preference Shares the Sale Shares shall 
    be offered first to the holders of the North Preference Shares and the 
    holders of the North Investor Ordinary Shares and second to the holders of 
    the North Management Ordinary Shares. 
 
    (f) Permitted Transfers 
 
    A shareholder may transfer all or any of his or its shares to a Permitted 
    Transferee without restriction as to price or otherwise. For this purpose a 
    "Permitted Transferee" means: 
 
    (i) in relation to a shareholder who is an individual a spouse, civil 
    partner, child or grandchild (including step or adopted or a illegitimate 
    child and their issue) of such shareholder or the trustee or trustees of a 
    family trust (as defined in the Articles) in relation to such shareholder: 
 
    (ii) in relation to a shareholder which is an undertaking (a defined in 
    Section 1161(1) of the Act) any member of the same group; 
 
    (iii) in relation to a shareholder which is an investment fund, any member 
    of the same fund group; and 
 
    (iv) in relation to EPVCT: 
 
    (i) any member of the same group; 
 
    (ii) any member of the same fund group; 
 
    (ii) EIM or any entity the funds of which are managed by EIM; 
 
    (iv) any financial institution or institutional investor; or 
 
    (v) any nominee of any Edge Investor. 
 
    A transfer of shares approved by the Investor Majority may be made without 
    restriction as to price or otherwise. 
 
    (g) Compulsory Transfers - General 
 
    A person entitled to a share in consequence of the bankruptcy of a 
    shareholder shall be deemed to have given a Transfer Notice in respect of 
    that share at any time determined by the Directors. 
 
    If a share remains registered in a the name of a deceased shareholder for 
    longer than one year after the date of his death the Directors may require 
    the legal personal representatives of that deceased shareholder: 
 
    (i) to effect a permitted transfer of such share: or 
 
    (ii) to show to the satisfaction of the Directors that a Permitted Transfer 
    will be effected before or promptly upon the completion of the 
    administration of the estate of the deceased shareholder. 
 
    If either of the above requirements are not fulfilled to the satisfaction 
    of the Directors a Transfer Notice shall be deemed to have been given in 
    respect of such share save to the extent that the Directors may otherwise 
    determine. 
 
    If a shareholder which is a company, either suffers or resolves for the 
    appointment of a liquidator, administrator or administrative receiver over 
    it or any material part of its assets, the relevant shareholder and all its 
    Permitted Transferees shall be deemed to have given a Transfer Notice in 
    respect of all the shares held by the relevant shareholder and its 
    Permitted Transferees save to the extent that, and at the time, the 
    Directors may determine. 
 
    (h) Compulsory Transfer or Redemption - Employees 
 
    If any Employee (being an individual who is employed by or who provides 
    consultancy services to North or any of its subsidiaries) ceases to be an 
    Employee the relevant Employee shall be deemed to have given a Transfer 
    Notice in respect of all shares held by him or any of his Permitted 
    Transferees and the Transfer Price shall be: 
 
    (i) where the relevant Employee is a bad leaver (being a person who ceases 
    to be an Employee at any time and who is not a good leaver) the lower of 
    fair value (determined in accordance with the Articles) and the nominal 
    value of the shares; 
 
    (ii) where the relevant Employee is a good leaver (being a person who 
    ceases to be an Employee by reason of death, sickness or disability, 
    termination of employment or consultancy in circumstance which do not 
    justify summary dismissal or whose dismissal is found by a court or 
    tribunal of competent jurisdiction to be wrongful or constructive or the 
    Directors, with an Investor Majority Consent, determine that he is a good 
    leaver) the fair value determined in accordance with the Articles provided 
    that in relation to any such shares which were acquired by such Employee 
    within two years of his ceasing to be an Employee, the transfer price shall 
    be the price at which he acquired the shares concerned. 
 
    If directed by Investor Majority the Company will not offer the relevant 
    shares for sale but will (subject always to the provisions of the Act) 
    redeem the Employee Shares at the price which would be the applicable 
    transfer price. 
 
    (i) Tag Along 
 
    Except in the case of a permitted transfer or a transfer pursuant to the 
    compulsory transfer provisions, if one or more proposed sellers propose to 
    transfer in one or a series of transactions any North Investor Ordinary 
    Shares and/or North Management Ordinary Shares which would, if put into 
    effect, result in any proposed purchaser (and associates of his or persons 
    acting in concert with him) acquiring a Controlling Interest in North or 
    more than 50 per cent. of the North Investor Ordinary Shares, a proposed 
    seller must before making the proposed transfer procure that the proposed 
    purchaser makes an offer to the other shareholders to acquire all of the 
    North Investor Ordinary Shares and North Management Ordinary Shares for a 
    consideration equal to the highest price per share offered or paid by the 
    proposed purchaser in the proposed transfer or any related or previous 
    transaction within the preceding twelve months provided that the price 
    should be not less per share than the price per share which would have been 
    payable on a return of capital or on the sale or winding up as described 
    above. 
 
    (j) Drag Along 
 
    If the holders of 51 per cent. or more of the Investor Ordinary Shares (the 
    "Selling Shareholders") wish to transfer all their interests in shares to a 
    proposed purchaser the Selling Shareholders shall have the option to 
    require all holders of other shares ("Called Shareholders") to sell and 
    transfer all their shares to the proposed purchaser. The consideration (in 
    cash or otherwise) for which the Called Shareholders shall be obliged to 
    sell each of their shares shall be that to which they would have been 
    entitled if the total consideration proposed to be paid by the proposed 
    purchaser for the whole of the issued share capital were distributed to the 
    holders of all the shares in accordance with the provisions applying on a 
    return of capital or a sale or winding up as described above. 
 
    (k) Variation of Rights 
 
    Whenever the share capital of North is divided into different classes of 
    shares, the special rights attached to any such class may only be varied or 
    abrogated (either whilst North is a going concern or during or in 
    contemplation of a winding up) with the consent in writing of the holders 
    of more than 50 per cent. in nominal value of the issued shares of that 
    class. 
 
    Unless approved by an Investor Majority Consent, the special rights 
    attaching to the North Investor Ordinary Shares shall be deemed to be 
    varied by the occurrence of any of the following events in relation to 
    North or any of its subsidiaries: 
 
    (a) the amendment, repeal or waiver of any provision of, or addition to its 
    articles of association; 
 
    (b) other than any redemption of North Preference Shares or North 
    Management Ordinary Shares in accordance with the Articles or any issue or 
    grant of options or New Securities as referred to under "New Issues of 
    Shares" above, the alteration of its issued share capital or the creation, 
    allotment or issue of any shares or any other security or the grant of any 
    option or rights to subscribe for or to convert any instrument into such 
    shares or securities or the waiver of any right to receive payment on any 
    of its shares issued partly paid or the cancellation or the acceptance of 
    the surrender of any such right to subscribe or convert; 
 
    (c) the reduction of its share capital, share premium account or capital 
    redemption reserve or the variation of the rights attaching to any class of 
    shares or the redemption, purchase or other acquisition of any shares or 
    other securities of that company; 
 
    (d) the application by way of capitalisation of any sum in or towards 
    paying up any shares or of any other security or of any amount standing to 
    the credit of its share premium account or capital redemption reserve for 
    any purpose; 
 
    (e) the entry into, termination or variation of any material transaction 
    with any shareholder; 
 
    (f) the seeking or entry into, or divulgence of any financial information 
    or other confidential information in relation to North or any of its 
    subsidiaries, in respect of any proposed sale of the shares in North or a 
    flotation; 
 
    (g) the cessation of or the effecting of any material change in the nature 
    of, its business or any of its businesses; 
 
    (h) the incorporation of a new subsidiary undertaking or the acquisition of 
    any share capital or other securities of any body corporate, or in the case 
    of any subsidiary of North which is at any time dormant, the commencement 
    of trading; 
 
    (i) the establishment of any new branch, agency, trading establishment or 
    business or the closure of any such branch, agency, trading establishment 
    or business; 
 
    (j) the capitalisation of any of its reserves or application of any amount 
    for the time being standing to the credit of its share premium account or 
    capital redemption reserve for any purpose; 
 
    (k) the change of its accounting reference date; 
 
    (l) the paying or declaration of any dividend or other distribution (as 
    defined under sections 209, 418 and 419 ICTA) on account of shares in its 
    capital other than the dividend payable on the North Preference Shares; 
 
    (m) the creation of any mortgage or fixed or floating charge, lien or other 
    encumbrance (other than licences of intellectual property rights entered 
    into in the ordinary course of business) over the whole or any part of its 
    undertaking, property or assets. 
 
    (n) the establishment, variation, discontinuance, making of any payment in 
    respect of, or the grant, exercise, cancellation or surrender of any right 
    under, any pension scheme, share option scheme employee share scheme or any 
    profit sharing or related scheme other than any grant of options permitted 
    by the Articles; 
 
    (o) the appointment of any committee of its board of directors or any 
    change to the terms of reference of such a committee, or the grant of any 
    power of attorney or other delegation of directors' powers; or 
 
    (p) the taking of any steps to wind-up or obtain an administration order in 
    respect of North or any of its subsidiaries. 
 
    Unless approved by an Investor Director Consent, the special rights 
    attaching to the North Investor Ordinary Shares shall be deemed to be 
    varied by the occurrence of any the following events in relation to North 
    or any of its subsidiaries; 
 
    (a) the amendment of any Business Plan or the adoption or amendment of a 
    budget or the taking of any action materially inconsistent with them; 
 
    (b) the disposal of, or the dilution of its interest in, (including by way 
    of lease to a third party) but excluding licences of intellectual property 
    rights entered into in the ordinary course of business: 
 
    (i) an asset having a book or market value greater than GBP50,000; or 
 
    (ii) any subsidiary; 
 
    (c) save to the extent reflected in the then current budget, the incurrence 
    of any capital expenditure in excess of GBP50,000 a year and in excess of GBP 
    10,000 for any single item; 
 
    (d) save to the extent reflected in the then current Budget, the entry into 
    any contract or arrangement with any customer or supplier (whether or not 
    in the ordinary course of business) where the aggregate revenue under that 
    contract or arrangement would exceed GBP50,000 or the term of that contract 
    or arrangement is in excess of 12 months; 
 
    (e) the entry into, termination or variation of any liability limitation 
    agreement (pursuant to the Act) or any similar arrangement with the 
    auditors of North or any of its subsidiaries; 
 
    (f) the making of any change to its bankers or the terms of the mandate 
    given to such bankers in relation to its accounts(s) or the agreement to 
    any alteration to any of the terms (other than of a minor nature) of any 
    facilities provided by its bankers; 
 
    (g) the making of any loan or advance to any person, firm, body corporate 
    or other business in excess of GBP25,000, other than to another of North or 
    any of its subsidiaries; 
 
    (h) the making of any charitable contribution or making any political 
    donation of any amount; 
 
    (i) save pursuant to any loan or other finance facility previously approved 
    by an Investor Director Consent, the factoring of any of its debts or 
    incurring of borrowings (or indebtedness in the nature of borrowings other 
    than normal trade credit) in excess of GBP50,000; 
 
    (j) the appointment or removal of any director or (save in accordance with 
    a decision of any remuneration committee and any audit committee 
    established by the Company) any alteration (including increases in 
    emoluments) to be made to service agreements and/or terms of employment and 
    /or contracts for services from time to time of any employee or consultant 
    earning a gross remuneration in excess of GBP65,000 a year (a "Senior 
    Employee") or any director; 
 
    (k) the appointment or removal of any Senior Employee or the alteration of 
    (including increases in emoluments) any service agreement and/or terms of 
    employment and/or contracts for services from time to time of any Senior 
    Employee; 
 
    (l) the making of any payment (whether gratuitous or in consideration of 
    past or future services or in satisfaction of any existing liability or 
    otherwise) to or for the direct or indirect benefit of any director or 
    Senior Employee other than emoluments, expenses and other payments paid in 
    accordance with his service agreement and/or terms of employment and/or 
    contract for services from time to time or dividends lawfully paid in 
    accordance with the Articles; 
 
    (m) the commencement, discontinuance, settlement or compromise of any 
    legal, arbitrational or tribunal proceedings (in whatever capacity) which 
    is or may be material, save for any application for an interim injunction 
    or other application or action (including interim defence) which is 
    urgently required in the best interests of North or the relevant subsidiary 
    in circumstances in which it is not reasonably practicable to obtain prior 
    consent; 
 
    (n) the disposal of, or the dilution of its interest in, (including by way 
    of lease to a third party) the whole or a significant part of its 
    undertaking; 
 
    (o) the entry into, termination or variation of any joint venture, 
    partnership consortium or other similar arrangement involving an investment 
    by North or any of its subsidiaries of GBP50,000 or more; 
 
    (p) the making of any material change to the level, scope or extent of its 
    insurance cover involving an increase or decrease in the level of its 
    premiums of 25 per cent or more; 
 
    (q) the changing of its accounting policies, unless the change is required 
    by law or by virtue of a new statement of standard accounting practice or 
    financial reporting standard which does not offer any discretion in its 
    application to North and/or its subsidiaries; 
 
    (r) other than in the ordinary and normal course of trading in respect of 
    the obligations or liabilities of North or any of its subsidiaries, the 
    giving of any guarantee or indemnity; and 
 
    (s) the acquisition of any asset or contract to receive any services or the 
    disposal of any asset or contract to provide any service otherwise in each 
    case than on arms' length commercial terms. 
 
    Any issue of North Management Ordinary Shares which would result in more 
    than 455,407 North Management Ordinary Shares being in issue shall 
    constitute a variation of the rights attaching to the North Management 
    Ordinary Shares. 
 
    APPENDIX V 
 
                     RISK FACTORS RELATING TO THE NORTH SHARES 
 
     1. None of the North Shares will be listed on any stock exchange, nor is 
        it the current intention to offer any trading facility for the North 
        Shares. 
 
     2. Pursuant to the Articles, for so long as it holds 30 per cent. or more 
        of the North Investor Ordinary Shares EPVCT will have the right to 
        appoint a director of North. The holder of 30 per cent. or more of the 
        North Investor Ordinary Shares (other than EPVCT) will have the right 
        to appoint a director of North. Such directors are "Investor 
        Directors". The Articles provide for certain conventional rights of 
        veto over certain corporate actions with the consent of an Investor 
        Majority (being the holders of a majority of the North Investor 
        Ordinary Shares) or an Investor Director Consent (being the consent of 
        both Investor Directors or the consent of an Investor Majority). 
 
     3. North Shares are subject to conventional pre-emption rights on transfer 
        which restricts the ability to transfer such shares. 
 
     4. The holders of North Shares will not enjoy any minority protections or 
        other rights save for those rights reflected in Appendix IV or as 
        described in the Offer Document and for those rights prescribed by 
        applicable law. 
 
     5. The value of the North Shares will be uncertain since the North Shares 
        are unlisted securities and there is no current expectation that they 
        will be listed or admitted to trading on any recognised exchange or 
        market for the trading of securities. It is therefore unlikely that 
        there will be a market for North Shares. The North Shares are likely to 
        carry a higher risk than shares quoted on a regulated stock market or 
        stock exchange, as it is likely to be significantly more difficult for 
        holders of North Shares to realise the value of their holdings in a 
        company whose shares or other securities are not quoted on a regulated 
        market. 
 
     6. Shareholders in North may be required in the future to sell their North 
        Shares under the terms of a "drag along" provision in the articles of 
        association of North. Under the "drag along" provision the holders of 
        51 per cent. of the North Investor Ordinary Shares wishing to sell such 
        shares to a third party purchaser may require all other shareholders to 
        sell their shares to the same purchaser. 
 
     7. Holders of North Shares will not be afforded the same level of 
        protections and disclosure of information that they currently benefit 
        from as Coolabi Shareholders as a company whose shares are traded on 
        AIM. 
 
     8. The value of North and, hence, North Shares will be subject to the same 
        sector and trading risks as are currently faced by Coolabi, including 
        risks associated with the trading performance of the Coolabi Group. 
 
    APPENDIX VI 
 
    DEFINITIONS 
 
    The following definitions apply throughout this announcement unless the 
    context requires otherwise. 
 
    "Act" or "Companies Act"      the Companies Act 2006 
 
    "AIM Rules"                   the AIM Rules for Companies as published by 
                                  the London Stock Exchange (as amended) 
 
    "AIM"                         AIM Market of the London Stock Exchange 
 
    "Announcement Date"           the date of this announcement 
 
    "Annual Report"               the annual report and accounts of Coolabi for 
                                  the year ended 31 December 2010 
 
    "Authorisations"              material authorisations, orders, 
                                  recognitions, grants, consents, clearances, 
                                  confirmations, certificates, licenses, 
                                  permissions and approvals 
 
    "Business Day"                a day (other than Saturdays, Sundays and 
                                  public holidays in the UK) on which banks are 
                                  open for business (other than solely for 
                                  trading and settlement in Euros) in the City 
                                  of London 
 
    "City Code" or "Code"         the City Code on Takeovers and Mergers 
 
    "Conditions"                  the conditions as set out in Appendix I to 
                                  this announcement and a "Condition" shall 
                                  mean any one of them 
 
    "Convertible Loan Notes"      the GBP562,114 7 per cent. convertible loan 
                                  notes issued by Coolabi which are repayable 
                                  on 17 June 2016. The convertible loan notes 
                                  are convertible at a price of 6.75p per share 
 
    "Coolabi Directors"           the directors of Coolabi as at the date of 
                                  this announcement 
 
    "Coolabi Group"               Coolabi, its subsidiaries and subsidiary 
                                  undertaking 
 
    "Coolabi Management           Jeremy Banks, Tim Ricketts and William Harris 
    Directors" or "Executive 
    Management" 
 
    "Coolabi Share Options"       the 3,168,246 options over Coolabi Shares 
                                  which have all been waived subject to the 
                                  Offer becoming or being declared wholly 
                                  unconditional 
 
    "Coolabi Share Option Scheme" the share option scheme operated by Coolabi 
 
    "Coolabi Shareholders" or     the holders of Coolabi Shares 
    "Shareholders" 
 
    "Coolabi Shares"              the existing unconditionally allotted or 
                                  issued and fully paid ordinary shares of 1 
                                  penny each in the capital of Coolabi and any 
                                  further such ordinary shares which are 
                                  unconditionally allotted or issued while the 
                                  Offer remains open for acceptance or before 
                                  such earlier date as North (subject to the 
                                  City Code) may determine, not, unless the 
                                  Panel so permits, being earlier than the date 
                                  on which the Offer is declared unconditional 
                                  as to acceptances or, if later, the first 
                                  closing date of the Offer 
 
    "Coolabi" or the "Company"    Coolabi plc 
 
    "Daily Official List"         the Daily Official List of the London Stock 
                                  Exchange 
 
    "EIM"                         Edge Investment Management Limited 
 
    "Enlarged Group"              North and its subsidiaries from time to time 
 
    "EPVCT"                       Edge Performance VCT plc 
 
    "Evolution Securities"        Evolution Securities Limited, financial 
                                  adviser to Coolabi 
 
    "Executive Management         the transactions to be undertaken pursuant to 
    Transactions"                 the Investment Agreement 
 
    "Existing Loan Notes"         means the GBP700,000 A series secured six per 
                                  cent. Loan Notes 2016 of North and the GBP 
                                  700,000 B series secured six per cent. Loan 
                                  Notes 2016 of North, each constituted by 
                                  separate loan note instruments dated 30 March 
                                  2010 (as amended and restated on 28 October 
                                  2011) 
 
    "Form of Acceptance"          the form of acceptance and authority to be 
                                  issued in connection with the Offer and which 
                                  will in the case of Shareholders who hold 
                                  their Coolabi Shares in certificated form 
                                  accompany the Offer Document 
 
    "FSA" or "Financial Services  the Financial Services Authority in its 
    Authority"                    capacity as the competent authority for the 
                                  purposes of Part VI of the Financial Services 
                                  and Markets Act 2000 
 
    "General Meeting"             the general meeting of Coolabi to be convened 
                                  in relation to the Offer 
 
    "HMRC"                        HM Revenue & Customs 
 
    "Independent Directors"       Stuart Lindsay, Nicholas James and Linda 
                                  James 
 
    "Independent Shareholders"    the shareholders of Coolabi other than EPVCT 
                                  and the Coolabi Management Directors 
 
    "Investors"                   means the holders of North Investor Ordinary 
                                  Shares and, for so long as there are any 
                                  North Preference Shares in issue, the holders 
                                  of the North Preference Shares and for so 
                                  long as there are any Existing Loan Notes in 
                                  issue, the holders of Existing Loan Notes 
 
    "Investment Agreement"        the investment agreement between North, the 
                                  Coolabi Management Directors and EPVCT dated 
                                  on or around the Announcement Date 
 
    "IFRS"                        International Financial Reporting Standards 
 
    "IRR"                         Internal rate of return 
 
    "ITA"                         Income Tax Act 2007 
 
    "Loan Facility"               the loan facility between North and EPVCT 
                                  dated 28 October 2011 
 
    "London Stock Exchange"       London Stock Exchange plc 
 
    "Merchant Securities"         Merchant Securities Limited, financial 
                                  adviser to North, a company incorporated in 
                                  England and Wales with registered number 
                                  01825671 whose registered office is at 51 - 
                                  55 Gresham Street, London EC2V 7HQ and a firm 
                                  regulated and authorised by the Financial 
                                  Services Authority 
 
    "North"                       North Promotions Limited, to be re-registered 
                                  as a public limited company before the Offer 
                                  is made 
 
    "North Directors"             the directors of North as at the date of this 
                                  announcement 
 
    "North Management Ordinary    the 455,407 management ordinary shares of 
    Shares"                       0.13p each in the capital of North, which 
                                  have the terms set out in Appendix IV 
 
    "North Investor Ordinary      The investor ordinary shares of 0.13p each in 
    Shares"                       the capital of North, which have the terms 
                                  set out in Appendix IV 
 
    "North Preference Shares"     the preference shares of 0.13p each in the 
                                  capital of North, which have the terms set 
                                  out in Appendix IV 
 
    "Share Alternative" or "North the share alternative to be made available to 
    Share Alternative"            Coolabi Shareholders who accept the Offer 
                                  details of which are set out in paragraph 3 
                                  of this announcement 
 
    "Non Disclosure Agreement"    the non disclosure agreement relating to the 
                                  Offer dated 23 September 2011 between 
                                  Coolabi, North, EPVCT and EIM whereby North, 
                                  EPVCT and EIM committed to keep information 
                                  provided by Coolabi confidential 
 
    "North Shares"                together, the North Preference Shares, the 
                                  North Investor Ordinary Shares and the North 
                                  Management Ordinary Shares 
 
    "Offer Document"              the document to be despatched on behalf of 
                                  North to Coolabi Shareholders (other than 
                                  Coolabi Shareholders in a Restricted 
                                  Jurisdiction) containing the terms and 
                                  conditions of the Offer and, where 
                                  appropriate, any other document(s) containing 
                                  terms and conditions of the Offer 
                                  constituting the full terms and conditions of 
                                  the Offer 
 
    "Offer Period"                the offer period (as defined by the Code) 
                                  relating to Coolabi, which commenced on 9 
                                  August 2011 
 
    "Offer"                       the recommended cash offer being made by 
                                  North to acquire the whole of the issued and 
                                  to be issued share capital of Coolabi not 
                                  otherwise held by North on the terms and 
                                  subject to the conditions to be set out in 
                                  the Offer Document and in the case of Coolabi 
                                  Shares held in certificated form, the Form of 
                                  Acceptance, including, where the context 
                                  requires, any subsequent revision, variation, 
                                  extension or renewal of such offer 
 
    "Opening Position Disclosure" has the same meaning given in Rule 8 of the 
                                  Code 
 
    "Ordinary Resolution"         the ordinary resolution to be proposed at the 
                                  Coolabi General Meeting in accordance with 
                                  the requirements of the Code to approve 
                                  certain arrangements between North and the 
                                  Coolabi Management Directors 
 
    "Panel"                       the Panel on Takeovers and Mergers 
 
    "Prospectus Rules"            the prospectus rules made by the Financial 
                                  Services Authority 
 
    "Publicly Announced"          means fairly disclosed in any public 
                                  announcement by Coolabi to any RIS or the 
                                  Annual Report 
 
    "Registrar"                   the Registrar of Companies in England and 
                                  Wales 
 
    "Regulatory Information       means a service approved by the London Stock 
    Service"                      Exchange for the distribution to the public 
                                  of London Stock Exchange announcements and 
    or "RIS"                      included within the list maintained on the 
                                  London Stock Exchange's website, 
                                  www.londonstockexchange.com 
 
    "Restricted Jurisdiction"     any jurisdiction where local laws or 
                                  regulations may result in a significant risk 
                                  of civil, regulatory or criminal exposure for 
                                  North, any parties acting in concert with it, 
                                  any of their respective directors or Coolabi 
                                  if information or documentation concerning 
                                  the Offer is sent or made available to 
                                  Shareholders in that jurisdiction 
 
    "Share Alternative"           the share alternative to be made available to 
                                  Coolabi Shareholders who accept the Offer 
                                  details of which are set out in paragraph 3 
                                  of this announcement 
 
    "Third Party"                 any central bank, government, governmental, 
                                  quasi-governmental, supranational, statutory, 
                                  regulatory or similar investigative body, 
                                  trade agency, court, professional association 
                                  or any other such body or person in any 
                                  jurisdiction 
 
    "UKLA"                        the UK Listing Authority, being the Financial 
                                  Services Authority Limited acting in its 
                                  capacity as the competent authority for the 
                                  purposes of Part IV of the Financial Services 
                                  and Markets Act 2000 
 
    "United Kingdom" or "UK"      the United Kingdom of Great Britain and 
                                  Northern Ireland 
 
    "US Person"                   a US person as defined in Regulation S under 
                                  the United States Securities Act of 1933, as 
                                  amended 
 
    "Wider Coolabi Group"         Coolabi, its subsidiaries, subsidiary 
                                  undertakings and associated undertakings and 
                                  any other body corporate, partnership, joint 
                                  venture or person in which Coolabi and such 
                                  undertakings (aggregating their interests) 
                                  have a direct or indirect interest of 20 per 
                                  cent. or more of the voting or equity capital 
                                  or the equivalent 
 
    For the purposes of this announcement, "subsidiary", "subsidiary 
    undertaking", "undertaking" and "associated undertaking" have the 
    respective meanings given thereto by the Act. 
 
    All the times referred to in this announcement are London times unless 
    otherwise stated. 
 
    References to the singular include the plural and vice versa. 
 
 
 
END