RNS Number : 8387H

Jaguar Holdings Limited

23 August 2016

For immediate release

Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY in, into or from any jurisdiction (including the united states of america) where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. this announcement contains inside information.

23 August 2016

RECOMMENDED CASH OFFER

FOR

JOURNEY GROUP PLC

JAGUAR HOLDINGS LIMITED

TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER PART 26 OF THE COMPANIES ACT 2006

SUMMARY AND HIGHLIGHTS:

· The board of directors of Jaguar Holdings Limited ("Jaguar Holdings") and the Independent Directors of Journey Group Plc ("Journey" or the "Company") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Jaguar Holdings for the entire issued and to be issued share capital of Journey (the "Offer") to be effected by way of a Court-sanctioned scheme of arrangement between Journey and its shareholders under Part 26 of the Companies Act 2006.

· Jaguar Holdings is a private limited company incorporated in England and Wales, which was formed at the direction of Harwood Capital LLP ("Harwood Capital"), on behalf of the Harwood Funds, and has been specifically designated for use in making the Offer.

· Harwood Capital is a private investment management firm engaged in the provision of discretionary investment management and/or advisory services to its clients. Following implementation of the Proposals, Jaguar Holdings will be owned by the Harwood Funds and those Scheme Shareholders who have validly elected for the Unlisted Securities Alternative (as described below).

· Under the terms of the Offer, Scheme Shareholders on the register of members at the Scheme Record Time will receive 240 pence in cash for each Scheme Share held, valuing the entire existing issued share capital of Journey at approximately £28.4 million.

· The Cash Consideration of 240 pence per Journey Share represents a premium of approximately:

(i) 18.23 per cent. to the Closing Price of 203 pence per Journey Share on 22 August 2016 (being the last Business Day prior to the date of this announcement); and

(ii) 30.16 per cent. to the volume weighted average price of 184.4 pence per Journey Share for the twelve months up to and including 22 August 2016 (being the last Business Day prior to the date of this announcement).

· The Scheme also includes an Unlisted Securities Alternative, under which Scheme Shareholders will be entitled to elect, in respect of all or some of their Scheme Shares, to receive Jaguar Holdings Share Units in lieu of the Cash Consideration to which they are entitled in respect of such Scheme Shares under the terms of the Offer. Each Jaguar Holdings Share Unit will comprise one Jaguar Holdings Ordinary Share and one Jaguar Holdings Preference Share. Jaguar Holdings Ordinary Shares and Jaguar Holdings Preference Shares will be unlisted securities and there are no plans to seek a public quotation on any recognised investment exchange or other market for the Jaguar Holdings Ordinary Shares and Jaguar Holdings Preference Shares to be issued to Scheme Shareholders under the Unlisted Securities Alternative. The Unlisted Securities Alternative will be subject to certain restrictions as regards Overseas Shareholders.

· Implementation of the Scheme will be subject, inter alia, to the sanction of the Court and the approval of Voting Scheme Shareholders at the Court Meeting and Journey Shareholders at the General Meeting. The Scheme Document, setting out full details of the Scheme and the procedures to be followed by Journey Shareholders to approve the Scheme, together with the Form of Election and Forms of Proxy, are expected to be despatched to Journey Shareholders and, for information purposes only, to participants in the Journey Share Option Schemes, on or around 8 September 2016 and in any event within 28 days from the date of this announcement, unless otherwise agreed with the Panel.

· If the Scheme does not become Effective by the Termination Date, the Proposals will lapse except where the approval of Voting Scheme Shareholders at the Court Meeting and Journey Shareholders at the General Meeting is obtained before this date, in which case the Longstop Date for the Proposals may be extended to such later date as Jaguar Holdings and the Independent Directors may agree and, if appropriate, the Court may approve.

· Mr Christopher Mills, a non-executive director of Journey, is also a director and significant shareholder of certain of the Harwood Funds and a director and the sole shareholder of Harwood Capital Management which is a designated corporate member and the controller of Harwood Capital (the investment manager and/or adviser of the Harwood Funds). He is also a director of Jaguar Holdings. In view of Mr Mills' significant interest in Harwood Capital, certain of the existing Harwood Investors and the Harwood Funds, he is not considered to be independent for the purposes of the Offer.

· Accordingly, the Independent Directors, who have been so advised by Stockdale Securities consider the terms of the Offer to be fair and reasonable so far as Journey Shareholders are concerned. In providing its advice to the Independent Directors, Stockdale Securities has taken into account the commercial assessments of the Independent Directors.

· Accordingly, the Independent Directors have unanimously agreed to recommend that Journey Shareholders vote in favour of the resolutions relating to the Proposals at the Court Meeting and the General Meeting, as each of the Independent Directors who currently holds or controls Journey Shares has irrevocably undertaken so to do (or procure to be done) in respect of their own beneficial shareholdings (or the shareholdings they control), amounting, in aggregate, to 1,327,398 Journey Shares (representing approximately 11.2 per cent. of the existing issued share capital of Journey).

· The Unlisted Securities Alternative is not the subject of a recommendation by the Independent Directors and Journey Shareholders are strongly advised to seek their own independent financial advice before making any election for it.

· At the date of this announcement, the Harwood Funds beneficially own, in aggregate, 3,546,311 Journey Shares representing approximately 29.94 per cent. of the existing issued share capital of Journey.

· Accordingly, Harwood Capital advise and/or control and have obtained irrevocable undertakings over, in aggregate, 4,873,709 Journey Shares, representing approximately 41.14 per cent. of Journey's existing issued share capital.

Commenting on the Offer on behalf of the Independent Directors, Stephen Yapp, Executive Chairman of Journey, said:

"The Offer provides all Journey Shareholders with the opportunity of a cash exit at a meaningful premium to the prevailing share price and recognises the Company's underlying value, whilst also providing those shareholders, who so elect, with an opportunity to retain an interest in the business going forward. Whilst the business has fared well in the public markets, Journey will be better placed to deliver the next phase of its strategic objectives and to grow its US in-flight catering business as a private company."

Commenting on the Offer on behalf of Jaguar Holdings, Christopher Mills, Director of Jaguar Holdings said:

"We are delighted to be announcing this recommended cash offer for Journey. We believe that Journey, with its innovative in-flight catering service offering, has great potential but that, given the Company's size, operating environment and significant US focus, it would fare better as a private company with a more cost effective corporate structure. Our Offer provides Journey Shareholders with a sizeable premium over the value of their shares as well as affording them the ability to elect to retain an interest in the business should they wish to do so."

This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including the Appendices). Implementation of the Scheme will be subject to the Conditions set out in Appendix I to this announcement and the further terms and conditions to be set out in the Scheme Document and the Form of Election. Appendix II contains the sources of information and bases of calculation used in this announcement. Appendix III contains details of the irrevocable undertakings received by Harwood Capital for the benefit of Jaguar Holdings. Appendix IV contains a summary of the key rights attaching to Jaguar Holdings Shares. Certain definitions apply throughout this announcement (including this summary) and your attention is drawn to Appendix V to this announcement where these definitions are set out in full.

Enquiries:

Jaguar Holdings Limited Christopher Mills, Director Tim Sturm, Director	Tel: +44 (0) 207 640 3200
Strand Hanson Limited (Financial Adviser to Jaguar Holdings and Harwood Capital) Stuart Faulkner Matthew Chandler James Dance	Tel: +44 (0) 207 409 3494
Journey Group plc Stephen Yapp, Executive Chairman Alison Whittenbury, Chief Financial Officer	Tel: +44 (0) 208 606 1300
Stockdale Securities Limited (Financial adviser to Journey) Tom Griffiths Edward Thomas	Tel: +44 (0) 207 601 6100

Nplus1 Singer Advisory LLP (Nominated Adviser and Broker to Journey) Nic Hellyer Alex Price Lauren Kettle	Tel: +44 (0) 207 496 3000

The Proposals will be subject to the Conditions and to the further terms and conditions to be set out in the Scheme Document. The Proposals are being made solely through the Scheme Document, which will contain the full terms and conditions of the Proposals, including details of how to vote in respect of the Proposals. Any vote in relation to the Proposals should be made only on the basis of the information contained in the Scheme Document. Journey Shareholders are advised to read the Scheme Document carefully, once it has been despatched.

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Jaguar Holdings and Harwood Capital and no-one else in connection with the Proposals and other matters described in this announcement and will not be responsible to anyone other than Jaguar Holdings and Harwood Capital for providing the protections afforded to clients of Strand Hanson Limited or for providing advice in relation to the Proposals, the contents of this announcement or any other matter referred to herein.

Stockdale Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Journey and no-one else in connection with the Proposals and other matters described in this announcement and will not be responsible to anyone other than Journey for providing the protections afforded to clients of Stockdale Securities Limited or for providing advice in relation to the Proposals, the contents of this announcement or any other matter referred to herein.

Nplus1 Singer Advisory LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as nominated adviser and broker to Journey and no-one else in connection with the Proposals and other matters described in this announcement and will not be responsible to anyone other than Journey for providing the protections afforded to clients of Nplus1 Singer Advisory LLP or for providing advice in relation to the Proposals, the contents of this announcement or any other matter referred to herein.

In accordance with Rule 30.2 of the Code, you may request a hard copy of this announcement by contacting the Receiving Agent, Capita Asset Services, during business hours on 0371 664 0321 from within the UK or +4420 8639 3399 if calling from outside the UK or by submitting a request in writing to Capita Asset Services at The Registry, 34 Beckenham Road, Kent, BR3 4TU. It is important that you note that unless you make a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Proposals should be sent in hard copy form.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

The availability of the Offer, the Unlisted Securities Alternative and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Copies of this announcement and any formal documentation relating to the Proposals are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.

This announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules 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 issue of Jaguar Holdings Share Units to holders of Scheme Shares in Restricted Jurisdictions may necessitate compliance with special requirements under the laws of the Restricted Jurisdictions. Accordingly, the Unlisted Securities Alternative is not being made available to Restricted Overseas Shareholders who shall receive cash, notwithstanding any valid election made by them for the Unlisted Securities Alternative.

Cautionary Note Regarding Forward Looking Statements

This announcement, oral statements made regarding the Offer, and other information published by Jaguar Holdings and Journey may contain certain statements that are or may be forward looking with respect to the financial condition, results of operations and business of Journey and certain plans and objectives of the Journey Board and the Jaguar Holdings Board with respect thereto. These forward looking statements can be identified by the fact that they do not relate to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of a similar meaning. These estimates are based on assumptions and assessments made by the Journey Board and/or the Jaguar Holdings Board in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward looking statements in this announcement could cause actual results or developments to differ materially from those expressed or implied by such forward looking statements. Although Journey and Jaguar Holdings believe that the expectations reflected in such forward looking statements are reasonable, neither Journey nor Jaguar Holdings, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Disclosure and Transparency Rules of the FCA), neither Jaguar Holdings nor Journey is under any obligation, and Jaguar Holdings and Journey expressly disclaim any intention or obligation to update or correct the information contained in this announcement and Journey and Jaguar Holdings therefore caution you not to place undue reliance on these forward looking statements which speak only as at the date of this announcement.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of Journey or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Journey and (ii) any securities exchange 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of Journey or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of Journey or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Journey or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Journey and (ii) any securities exchange offeror(s), 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 p.m. (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 Journey or a securities exchange 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 Journey and by any offeror and Dealing Disclosures must also be made by Journey, 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 www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information Relating to Journey Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Journey Shareholders, persons with information rights and other relevant persons for the receipt of communications from Journey may be provided to Jaguar Holdings during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Journey confirms that, as at the date of this announcement, it has 11,845,879 ordinary shares of 25 pence each in issue and admitted to trading on AIM under the ISIN reference GB00B909HR51.

Publication on Website

In accordance with Rules 26.1 and 26.2 of the Code, a copy of this announcement and any other announcements or documents required to be published on a website will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on the website of Journey at www.journeygroup.plc.uk by no later than 12 noon (London time) on 24 August 2016. For the avoidance of doubt, the content of this website is not incorporated by reference and does not form part of this announcement.

Status of Announcement

This announcement does not constitute a prospectus or prospectus equivalent document.

23 August 2016

RECOMMENDED CASH OFFER

FOR

JOURNEY GROUP PLC

JAGUAR HOLDINGS LIMITED

TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER PART 26 OF THE COMPANIES ACT 2006

1. Introduction

The board of directors of Jaguar Holdings and the Independent Directors of Journey are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Jaguar Holdings for the entire issued and to be issued share capital of Journey. The Offer of 240 pence per Journey Share values the existing issued share capital of Journey at approximately £28.4 million.

Mr Christopher Mills is a non-executive director of Journey, a director and significant shareholder of certain of the Harwood Funds and is a director and the sole shareholder of Harwood Capital Management which is a designated corporate member and the controller of Harwood Capital (the investment manager and/or adviser of the Harwood Funds). He is also a director of Jaguar Holdings. In view of Mr Mills' significant interest in Harwood Capital, certain of the Existing Harwood Investors and the Harwood Funds, he is not considered to be independent for the purposes of the Offer. Accordingly, only the Independent Directors, being Stephen Yapp, Alison Whittenbury, Joseph Golio, Dimitri Goulandris and Graham Bird, have reviewed and considered the terms of the Offer.

The Offer is to be implemented by means of a Court-sanctioned scheme of arrangement pursuant to Part 26 of the Companies Act 2006. The Scheme requires the approval of Voting Scheme Shareholders at a meeting convened by the Court and the subsequent sanction of the Court. It is currently expected that the Scheme Document will be published on or around 8 September 2016; that the Court Meeting and the General Meeting will be held on or around 26 September 2016; and that the Scheme will likely become effective shortly thereafter.

The Independent Directors have unanimously agreed to recommend that Journey Shareholders vote in favour of the resolutions relating to the Proposals at the Court Meeting and the General Meeting, as each of the Independent Directors who currently holds or controls Journey Shares has irrevocably undertaken so to do (or procure to be done) in respect of their own beneficial interests in Journey Shares (representing, in aggregate, approximately 11.2 per cent. of the existing issued share capital of Journey).

The Scheme also includes an Unlisted Securities Alternative, under which Scheme Shareholders will be entitled to elect, in respect of all or some of their Scheme Shares, for Jaguar Holdings Share Units in lieu of the Cash Consideration to which they are entitled in respect of such Scheme Shares under the terms of the Offer, should they choose so to do. Each Jaguar Holdings Share Unit will comprise one Jaguar Holdings Ordinary Share and one Jaguar Holdings Preference Share. The Jaguar Holdings Shares will be unlisted securities and there are no plans to seek a public quotation on any recognised investment exchange or other market for the Jaguar Holdings Shares which may be issued to Scheme Shareholders under the Unlisted Securities Alternative.

Jaguar Holdings is a private limited liability company incorporated in England and Wales. It was formed at the direction of Harwood Capital (on behalf of the Harwood Funds) and has been specifically designated for use in making the Offer. Harwood Capital and the Harwood Funds are deemed to be acting in concert with Jaguar Holdings for the purposes of the Code. Following implementation of the Proposals, Jaguar Holdings will be owned by the Harwood Funds and those Scheme Shareholders who have validly elected for the Unlisted Securities Alternative. Further information on Jaguar Holdings is set out in section 9 below.

2. The Proposals

It is intended that the Offer will be implemented by means of a Court-sanctioned scheme of arrangement between Journey and the Scheme Shareholders pursuant to Part 26 of the Companies Act 2006. The Scheme will be subject to the Conditions set out below and in Appendix I to this announcement and the full terms and conditions to be set out in the Scheme Document and the Form of Election.

If the Scheme becomes Effective, the Scheme Shares will be transferred to Jaguar Holdings and, under the terms of the Offer, Journey Shareholders on the register of members at the Scheme Record Time will receive:

for each Scheme Share 240 pence in cash

The Offer values the existing issued share capital of Journey at approximately £28.4 million and the Offer Price represents a premium of approximately:

(i) 18.23 per cent. to the Closing Price of 203 pence per Journey Share on 22 August 2016 (being the last Business Day prior to the date of this announcement); and

3. The Unlisted Securities Alternative

3.1 Terms

Under the Unlisted Securities Alternative, Scheme Shareholders may elect, in respect of all or some of their Scheme Shares, to receive Jaguar Holdings Share Units in lieu of the Cash Consideration to which they are entitled in respect of such Scheme Shares under the terms of the Offer on the following basis:

for each Scheme Share 1 Jaguar Holdings Share Unit

The key rights and restrictions attaching to the Jaguar Holdings Shares are summarised in Appendix IV to this announcement.

3.2 Availability

The Unlisted Securities Alternative will only be implemented as part of the Proposals if the Scheme becomes Effective. The Unlisted Securities Alternative will also be subject to certain restrictions as regards Overseas Shareholders as noted in sections 3.4 and 16 below.

3.3 Risk factors

The attention of Journey Shareholders who may be considering electing for the Unlisted Securities Alternative is drawn to certain risk factors and other investment considerations relevant to such an election. These will be set out in full in the Scheme Document and include, inter alia, the following:

· Jaguar Holdings is an unquoted company and there currently is, and there is expected to continue to be, no market in Jaguar Holdings Shares;

· Jaguar Holdings has no plans to seek a listing or public quotation of the Jaguar Holdings Shares on any recognised investment exchange or other market following the Effective Date;

· Jaguar Holdings will not be subject to the disclosure, corporate governance and shareholder protection requirements of any recognised investment exchange;

· the articles of association of Jaguar Holdings will contain provisions which restrict the transfer of the Jaguar Holdings Shares (these restrictions are summarised in Appendix IV to this announcement); and

· Jaguar Holdings currently has no intention to pay dividends.

3.4 Securities law restrictions

Jaguar Holdings Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state in the United States. The Unlisted Securities Alternative is not being made available to Scheme Shareholders who are Restricted Overseas Shareholders (including US Persons). Accordingly, Restricted Overseas Shareholders shall receive cash notwithstanding any election made by them for the Unlisted Securities Alternative, and there shall be no issuance of Jaguar Holdings Shares to such Scheme Shareholders.

Where Jaguar Holdings believes that an election for the Unlisted Securities Alternative by any Scheme Shareholder may infringe applicable legal or regulatory requirements, or may result in a requirement for a registration under the US Securities Act, the US Exchange Act or any other securities laws in the United States, or the securities laws of any other Restricted Jurisdiction, Jaguar Holdings will have the right to deem that such Scheme Shareholder has not validly elected for the Unlisted Securities Alternative and such Scheme Shareholder will instead receive Cash Consideration in respect of the Scheme Shares which were subject to such an election in accordance with the terms of the Offer.

3.5 Jaguar Holdings Share Units

Each Jaguar Holdings Share Unit will comprise 1 Jaguar Holdings Ordinary Share and 1 Jaguar Holdings Preference Share.

Jaguar Holdings Shares issued pursuant to the Unlisted Securities Alternative will rank pari passu in all respects with Jaguar Holdings Shares of the same class which are to be subscribed for by the Harwood Funds on or prior to implementation of the Proposals. Jaguar Holdings Shares are subject to certain transfer restrictions and obligations, including drag-along and tag-along rights. A more detailed summary of the rights and restrictions attaching to Jaguar Holdings Shares is provided in Appendix IV to this announcement.

4. Reasons for the Offer and future plans for Journey

Jaguar Holdings is confident in the overall prospects for Journey's operating businesses and the in-flight catering and products sector within which it operates, but believes that in order to maximise its future potential the Company will be better suited to a private company environment, where, with Jaguar Holdings' support and assistance, management will be able to concentrate on the more efficient delivery of their medium term business plan, within a simplified corporate structure, free from the requirement to meet the public equity market's shorter term expectations.

In addition, Jaguar Holdings believes that, as a relatively small UK quoted company, with principally overseas operations and trading activities in the USA, Journey will struggle to attract and retain sufficient research coverage, stock liquidity and level of market rating that would make retaining its existing AIM quotation worthwhile.

Furthermore, Jaguar Holdings regards the lower margin Products Division as being non-core, and, subject to the outcome of a strategic review process to be undertaken by the Company and/or Jaguar Holdings following the Scheme becoming Effective, Jaguar Holdings' current intention is to dispose of this division in the short to medium term.

Jaguar Holdings intends to seek to continue to grow the Journey Group's contracted revenue base and roll-out of the proven Air Fayre model in the US, whilst maintaining a tight control of costs within a simplified corporate structure and eliminating the regulatory burden, constraints and numerous expenses associated with maintaining a UK public quotation, thereby enhancing value for its investors in the longer term.

5. Background to and reasons for the recommendation of the Offer

The Independent Directors recommend that Scheme Shareholders accept the Offer by voting in favour of the Scheme. The Offer provides the certainty of a cash exit for all Scheme Shareholders at a meaningful premium to the prevailing price of a Journey Share, which the Independent Directors believe to be attractive, given that there remain risks and uncertainties inherent in progressing the Company's business and delivering its strategy, whilst also providing an opportunity, should they so wish, for Scheme Shareholders to retain an ongoing interest in the future of the business by electing for the Unlisted Securities Alternative.

Since launching its business in the USA, the Company has been successful in recovering from challenging financial circumstances and in growing both its earnings and cash generation as a publicly quoted company. However, in the opinion of the Independent Directors, the next phase of the Company's strategic development is likely to be delivered more effectively as a private company. Reasons for this include, inter alia:

· a significant proportion of the Company's revenues continue to be derived from one substantial contract with a US airline, representing an ongoing customer concentration risk for the Company and its shareholders;

· historic growth in earnings has been generated from the US Division largely from incrementally utilising available capacity at the Los Angeles facility. However, this facility is now operating at full capacity, thereby limiting the US Division's further growth and ability to win significant new business without investing in additional operational capacity;

· historically, contract turnover within the airline catering services industry has been low and the sales cycle for winning new contracts has been lengthy. This means that there is inherent uncertainty and risk in forecasting future revenue growth which is dependent on converting a limited sales pipeline;

· the industry in which the Company operates is highly competitive and clients and operators tend to be sensitive to disclosure of information on contracts. The concentrated nature of the Company's earnings coupled with its public disclosure obligations could potentially be disadvantageous in certain bid situations;

· it is difficult to win new business without the necessary operational capacity and in the Independent Directors' belief, expansion of existing capacity, without contract backing, would be inherently speculative, would likely reduce the return on capital achieved and would likely reduce earnings until the new capacity reaches operational breakeven;

· the lower margin Products Division has suffered from declining revenues in recent years. In the Independent Directors' belief and experience, the industry in which it operates continues to face challenges within the supply chain, where there is an increasing tendency for airlines to go direct to suppliers for volume products. This, coupled with the fact that the division's largest contract was not renewed, means that the outlook for the division is difficult to forecast and could, in the Independent Directors' opinion, be better managed in a private company environment; and

· since the disposals of Media on the Move Limited, Alpha-Airfayre Limited and MNH Sustainable Cabin Services Limited, head office costs have been reduced. However, as a result, Journey's revenues are now substantially more concentrated and the proportion of overseas trading and revenues has increased. With the majority of its trading activities now in the USA, the Independent Directors believe that it is less appropriate for the Company's shares to be quoted in the UK, incurring the relevant costs associated with maintaining a UK public quotation.

Within a private company environment, the Independent Directors consider that Journey's management will be able to take a longer term view on the investment decisions required to grow the US Division, free from the public equity market's shorter term expectations and the Company's need to achieve market forecasts. In addition, the Independent Directors believe that the necessary disclosure requirements of a publicly quoted company can be a limiting factor on the Company's ability to win business and, without such obligations, the Company's management might be better placed to win new business in a private company environment.

The Independent Directors believe that the Company is at an inflexion point where future growth will require new contract wins and additional, potentially speculative, investment to be made. The Independent Directors believe that this alters the future risk profile for investors and, consequently, that the Offer represents an attractive exit point for all Scheme Shareholders.

When considering the Offer, the Independent Directors have taken into account that the Offer Price of 240 pence per Journey Share in cash represents a premium of approximately 18.23 per cent. to the Closing Price of 203 pence per Journey Share on 22 August 2016, being the last Business Day prior to the date of this announcement, and a premium of approximately 30.16 per cent. to the volume weighted average price of 184.4 pence per Journey Share for the twelve months up to and including the same date. The Offer provides Scheme Shareholders with a meaningful cash premium for their shareholdings. In the opinion of the Independent Directors, the concentrated nature of the market and the Company's significant reliance on a single contract mean that at the current time, it is unlikely that an alternative buyer would pay a strategic premium for the business and the Offer therefore represents a valuable exit opportunity for Scheme Shareholders.

6. Recommendation

The Independent Directors, who have been so advised by Stockdale Securities, consider the terms of the Offer to be fair and reasonable so far as Journey Shareholders are concerned. In providing its advice to the Independent Directors, Stockdale Securities has taken into account the commercial assessments of the Independent Directors.

Accordingly, the Independent Directors have unanimously agreed to recommend that Voting Scheme Shareholders vote in favour of the resolutions relating to the Proposals to be proposed at the Court Meeting and that Journey Shareholders vote in favour of the resolutions relating to the Proposals to be proposed at the General Meeting, as each of the Independent Directors who currently hold Journey Shares has irrevocably undertaken to do (or procure to be done) in respect of their own beneficial shareholdings (or the shareholdings they control), amounting, in aggregate, to 1,327,398 Journey Shares (representing approximately 11.2 per cent. of the existing issued share capital of Journey).

The Scheme Document, which it is currently expected will be posted to Journey Shareholders on or around 8 September 2016, will contain, inter alia, details of the Scheme and notices of the Meetings.

The Unlisted Securities Alternative is not the subject of a recommendation by the Independent Directors and Journey Shareholders are strongly advised to seek their own independent financial advice before making any election for it. Further information regarding the Unlisted Securities Alternative is set out in section 3 above. Two of the Independent Directors who currently hold Journey Shares, namely Stephen Yapp and Dimitri Goulandris, have irrevocably undertaken to elect for 41,667 Jaguar Holdings Share Units and 312,500 Jaguar Holdings Share Units respectively in respect of part of their holdings of Journey Shares (representing, in aggregate, approximately 3.0 per cent. of the existing issued share capital of Journey). Full details of each Independent Director's irrevocable undertaking are set out in Appendix III to this announcement.

7. Irrevocable undertakings

Harwood Capital, for the benefit of Jaguar Holdings, has received irrevocable undertakings to vote (or procure the vote) in favour of the resolutions required to effect the Proposals at the Meetings (or, in the event that the Offer is implemented by way of a Takeover Offer, to accept, or procure the acceptance of such offer) from the Independent Directors who beneficially hold or control Journey Shares as at the date of this announcement in respect of their entire beneficial shareholdings (or shares which they are able to control) in the capital of Journey, amounting, in aggregate, to 1,327,398 Journey Shares, representing approximately 11.2 per cent. of the existing issued share capital of Journey. In addition, as set out above, two of the Independent Directors have irrevocably undertaken to elect for, in aggregate, 354,167 Jaguar Holdings Share Units in respect of their holdings of Journey Shares.

These irrevocable undertakings shall lapse and cease to become binding if a third party, in accordance with the Code, announces a firm intention to make, or makes a general offer to acquire the issued and to be issued share capital of Journey at a price equal to or more than 275 pence per Journey Share in cash, on or prior to the date which is 7 days prior to the earlier of the Court Meeting or the General Meeting. These irrevocable undertakings will also cease to be binding if the Scheme Document is not posted to Journey Shareholders by 10 October 2016, the Scheme does not become Effective by the Longstop Date or the Offer lapses or is otherwise withdrawn.

In addition, pursuant to the terms of the Subscription and Transfer Agreement and associated irrevocable undertakings, and subject to the Scheme becoming Effective, the Existing Harwood Investors have irrevocably agreed to elect to receive, in aggregate, 1,250,000 Jaguar Holdings Share Units pursuant to the Unlisted Securities Alternative under the Scheme, in respect of their existing holdings of Journey Shares. Furthermore, the Existing Harwood Investors have irrevocably undertaken to vote (or procure the vote) in favour of the resolutions to be proposed at the General Meeting in respect of their entire existing holdings of Journey Shares, amounting, in aggregate, to 3,546,311 Journey Shares, representing approximately 29.94 per cent. of the existing issued share capital of Journey.

No Voting Scheme Shareholder who has entered into an irrevocable undertaking with Harwood Capital, for the benefit of Jaguar Holdings, is acting in concert with Jaguar Holdings.

Further details of these irrevocable undertakings received by Harwood Capital for the benefit of Jaguar Holdings (including the circumstances in which the irrevocable undertakings will cease to remain binding) are set out in Appendix III to this announcement.

A copy of the irrevocable undertakings will be on display on Journey's website, at www.journeygroup.plc.uk by no later than 12 noon on 24 August 2016 until the Effective Date or, if applicable, the date on which the Proposals lapse.

8. Information relating to the Journey Group

Journey (formerly named Watermark Group plc) was incorporated in 1985 and is a provider of in-flight catering services to the international and domestic airline industry in the USA, and in-flight products principally to the international airline industry on a global basis. It is a UK publicly quoted company, headquartered in Heston, Middlesex whose shares have been admitted to trading on AIM since 29 August 2008.

The group's operations are organised into two divisions, the Products Division and the US Division. The Products Division offers amenity kits, children's kits, meal service items (such as trays, cutlery and glassware), textiles, cosmetics and retail and promotional gift with purchase items under the Watermark Products brand to the air, sea, rail and hotel sectors. The US Division provides in-flight catering services to the international and domestic airline industry under the Air Fayre brand based at its facilities in Los Angeles and Memphis in the United States.

In its latest financial year to 31 December 2015, Journey reported audited total revenue of US$63.57 million (2014: US$64.25 million) and a profit after taxation of US$2.30 million (2014: US$2.54 million). As at 31 December 2015, total assets were US$26.05 million (2014: US$25.87 million) with net assets of US$14.56 million (2014: US$16.80 million) and net cash of US$3.64 million (2014: US$6.67 million).

The total number of Journey Shares in issue as at the date of this announcement is 11,845,879 and there are approximately 800 registered shareholders. The market capitalisation of Journey, based on the Closing Price of a Journey Share of 203 pence on 22 August 2016 (being the last Business Day prior to the date of this announcement), was approximately £24.05 million.

Current trading and prospects

The Company announced on 14 July 2016 that trading was in line with management's expectations with the securing of a catering services contract for four daily international flights from Los Angeles International Airport with US carrier American Airlines Inc. serving to support the outlook for the group's trading.

Journey intends to announce its unaudited interim results for the six months to 30 June 2016 prior to the publication and posting of the Scheme Document on or around 8 September 2016.

Further financial and other information on Journey will be set out in the Scheme Document.

9. Information relating to Jaguar Holdings, Harwood Capital and the Harwood Funds

9.1 Jaguar Holdings

Jaguar Holdings is a private company incorporated in England and Wales with limited liability on 5 February 2016 under the registration number 09990680. It was established by Harwood Capital (on behalf of the Harwood Funds) and has been designated specifically for use in making the Offer and implementing the Proposals.

The current issued share capital of Jaguar Holdings comprises 1 Jaguar Holdings Ordinary Share and 1 Jaguar Holdings Preference Share, which are held by HPE IV. Jaguar Holdings is to be funded for the purposes of the Offer by the Subscription and Transfer Agreement and the Loan Note Instrument details of which are provided in section 10 below.

Jaguar Holdings has not traded since its date of incorporation, has paid no dividends and has not entered into any obligations other than in connection with the Offer and the financing of the Offer. The directors of Jaguar Holdings are Mr Christopher Mills, Mr Jeremy Brade and Mr Timothy Sturm, appointees of Harwood Capital. Jaguar Holdings does not currently have any subsidiaries or subsidiary undertakings. Further information concerning Jaguar Holdings will be set out in the Scheme Document.

Following implementation of the Proposals, Jaguar Holdings will be owned by the Harwood Funds and those Scheme Shareholders who have validly elected for the Unlisted Securities Alternative.

9.2 Harwood Capital LLP

Harwood Capital is a UK limited liability partnership authorised to conduct investment business by the FCA since 23 September 2003. Its principal activity is the provision of discretionary investment management and advisory services. The funds it manages and/or advises typically take an active interest in the running of the companies that they invest in with the aim of adding significant value by changing or improving various aspects of the investee company's business. As at 31 March 2016, the Harwood Capital Management Group had approximately £1,473 million in funds under management (including advisory clients) and £3,173 million of funds under management, advice and influence.

9.3 The Harwood Funds

The Existing Harwood Investors currently hold, in aggregate, 3,546,311 Journey Shares, representing approximately 29.94 per cent. of the existing issued share capital of Journey, as set out below:

Shareholder	Journey Shares held
	Number	%
Oryx International Growth Fund Limited ("Oryx")	3,277,575	27.67
Other discretionary private clients ("Discretionary Private Clients")	268,736	2.27
Total	3,546,311	29.94

Brief descriptions of the specific Harwood Funds that are investing in or financing Jaguar Holdings are set out below:

North Atlantic Smaller Companies Investment Trust Plc

NASCIT is a UK investment trust listed on the Main Market of the London Stock Exchange. Its objective is to provide capital appreciation through investment in a portfolio of smaller companies principally based in countries bordering the North Atlantic Ocean. It invests in both listed and unlisted companies. Mr Mills has been a director of NASCIT since 1984 and is currently its Chief Executive and investment manager. He is its largest shareholder being interested in approximately 25.06 per cent. of its issued ordinary share capital. Until August 2014, the joint managers of NASCIT were Mr Mills (through Growth Financial Services Limited of which he is a director) and Harwood Capital. Following the implementation of the Alternative Investment Fund Managers Directive in July 2014, NASCIT became a small registered Alternative Investment Fund Manager with effect from 26 August 2014, such that it now deals with investment decisions internally. Mr Mills, as Chief Executive, has control of investment decisions in relation to NASCIT's investment portfolio subject to oversight by the board of NASCIT.

Harwood Private Equity IV L.P.

HPE IV is an English limited partnership incorporated on 9 October 2014 under registration number LP016260. The fund's commencement date was 12 June 2015 and it has total committed capital of £152.5 million. Harwood Capital is the investment manager and the fund's objective is to generate high absolute returns from investing in a portfolio of unquoted small and medium sized companies across a range of sectors principally in the United Kingdom. It focuses on leveraged buyouts and similar transactions including public-to-private investments. NASCIT has committed £40.0 million to the fund representing approximately 26.2 per cent. of the total commitments.

Oryx International Growth Fund Limited

Oryx is a closed-ended investment company incorporated in Guernsey and listed on the Main Market of the London Stock Exchange. It invests in small and mid-size quoted companies in the United Kingdom and the United States. Mr Mills is a director and investment manager of Oryx, and Harwood Capital is Oryx's manager and investment adviser. As at the date of this announcement, Mr Mills (2.16 per cent.) and NASCIT (46.78 per cent.) were interested, in aggregate, in 48.94 per cent. of the issued ordinary share capital of Oryx.

Discretionary Private Clients

Harwood Capital is the discretionary manager of two private client accounts which hold the 268,736 Journey Shares set out in the table above, and which currently have assets of approximately £6.0 million and £21.2 million respectively.

Further information concerning Harwood Capital and the Harwood Funds that are investing in Jaguar Holdings will be set out in the Scheme Document.

10. Financing of the Proposals

Strand Hanson, financial adviser to Jaguar Holdings, is satisfied that sufficient financial resources are available to Jaguar Holdings to enable it to implement the Offer in full. Assuming that the Cash Consideration is payable to all Scheme Shareholders (save for those Scheme Shareholders who have irrevocably undertaken to elect for the Unlisted Securities Alternative pursuant to the terms of the Scheme) full implementation of the Offer would require a maximum cash payment of approximately £24.6 million by Jaguar Holdings which will be funded entirely out of Jaguar Holdings' cash resources made available by way of:

(i) the issue of unsecured Loan Notes in Jaguar Holdings to NASCIT in an aggregate amount of up to £10 million in US Dollars pursuant to the NASCIT Subscription Agreement; and

(ii) subscriptions for Jaguar Holdings Share Units by certain of the Harwood Funds pursuant to the Subscription and Transfer Agreement details of which are provided in section 11 below.

The Loan Notes have been constituted by the Loan Note Instrument. The Loan Notes will be unsecured, repayable on the earlier of the first anniversary of the Effective Date or on a change of control of Jaguar Holdings and carry an interest rate of 10 per cent. per annum, which shall be payable in arrears in cash on the date on which the Loan Notes are redeemed or repaid. The Loan Notes will be issued for a cash subscription of, in aggregate, an amount up to £10 million in US Dollars (at such mid-market exchange rate on the Business Day preceding the Effective Date). The purpose of the Loan Notes is to finance (in part) the consideration payable under the Scheme.

There is no requirement for any funding from third party providers of finance to the Jaguar Holdings Group.

11. Subscription and Transfer Agreement

Pursuant to the Subscription and Transfer Agreement, Harwood Capital has agreed to procure, inter alia, the subscription by HPE IV of up to 6,354,167 Jaguar Holdings Share Units at a price of 240 pence per unit. In addition, Harwood Capital has agreed that certain of the other Existing Harwood Investors will irrevocably elect to receive, in aggregate, 1,250,000 Jaguar Holdings Share Units pursuant to the Unlisted Securities Alternative under the Scheme. NASCIT has also agreed to subscribe for up to 359,066 Jaguar Holdings Share Units. Such subscription and elections, alongside the Loan Note funding from NASCIT (further details of which are set out below), will ensure that Jaguar Holdings has the amount required to satisfy the maximum aggregate Cash Consideration payable in accordance with the Scheme. The obligations to subscribe and elect for Jaguar Holdings Share Units is conditional upon the Scheme becoming Effective. The subscription monies shall be made available no later than seven calendar days after the date on which the Scheme becomes Effective.

The Loan Notes have been constituted by the Loan Note Instrument. The Loan Notes are unsecured, are repayable on the earlier of the first anniversary of the Effective Date or on a change of control of Jaguar Holdings and carry a coupon of 10 per cent. per annum, which shall be payable in arrears in cash on the date on which the Loan Notes are redeemed or repaid. The Loan Notes will be issued for a cash subscription of, in aggregate, an amount up to £10 million in US Dollars (at such mid-market exchange rate on the Business Day preceding the Effective Date). The purpose of the Loan Notes is to finance (in part) the consideration payable under the Scheme.

12. Journey Share Option Schemes

Participants in the Journey Share Option Schemes will be contacted regarding the effect of the Scheme on their rights under the Journey Share Option Schemes and appropriate proposals will be made to such participants in due course.

13. Structure and implementation of the Proposals

Process

It is intended that the Offer and the Unlisted Securities Alternative will be implemented by means of a Court-sanctioned scheme of arrangement between Journey and its shareholders under Part 26 of the Companies Act 2006, the provisions of which will be set out in full in the Scheme Document. The purpose of the Scheme, together with any proposed changes to the Articles, is to provide for Jaguar Holdings (and/or its nominee(s)) to become the owner(s) of the entire issued share capital of Journey in issue when the Scheme becomes Effective. This is to be achieved by the transfer of the Scheme Shares to Jaguar Holdings. In consideration for this transfer, the holders of Scheme Shares will be entitled to receive the Cash Consideration on the basis set out in section 2 above and to elect for the Unlisted Securities Alternative on the basis set out in section 3 above.

The implementation of the Proposals will be subject to the satisfaction or waiver of each of the Conditions and the further terms to be set out in the Scheme Document and the Form of Election. In particular, the Scheme will require the approval of Voting Scheme Shareholders by the passing of a resolution at the Court Meeting. The resolution must be approved by a majority in number of those Voting Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting representing 75 per cent. or more in value of all Scheme Shares voted. The Existing Harwood Investors are not Voting Scheme Shareholders but will provide letters of confirmation that they approve and agree to be bound by the Scheme in order to avoid the need for separate meetings to be held to obtain their approval. Implementation of the Proposals will also require the passing of the special resolutions to deal with certain ancillary matters which will require the approval of Journey Shareholders representing at least 75 per cent. of the votes cast at the General Meeting.

Following the Meetings, the Scheme will become Effective following sanction by the Court and delivery of the Scheme Court Order to the Registrar of Companies. Any Journey Shareholder is entitled to attend the Scheme Court Hearing in person or through counsel to support or oppose the sanctioning of the Scheme.

Upon the Scheme becoming Effective, it will be binding on all holders of Scheme Shares, irrespective of whether or not, being entitled to do so, they attended or voted at the Court Meeting and/or the General Meeting and share certificates in respect of Journey Shares will cease to be valid and should be destroyed. In addition, entitlements to Journey Shares held within the CREST system will be cancelled upon, or shortly after, the Scheme becoming Effective.

The Scheme will contain a provision for Jaguar Holdings to consent, on behalf of all persons concerned, to any modification of, or addition to, the Scheme or to any condition that the Court may approve or impose.

As part of the implementation of the Proposals, it is anticipated that application will be made to the London Stock Exchange for the cancellation of the admission to trading on AIM of the Journey Shares on the first Business Day after the Scheme becomes Effective and that Journey will be re-registered as a private limited company, as detailed in section 15 below.

Anticipated timetable

Journey currently anticipates that:

(a) it will despatch the Scheme Document, together with the Forms of Proxy and Form of Election, to Journey Shareholders and, for information only, to the holders of Options granted under the Journey Share Option Schemes on or about 8 September 2016, but in any event within the next 28 days (or such later date as may be agreed with the Panel);

(b) the Court Meeting and General Meeting will take place on or around 26 September 2016; and

(c) subject to the Scheme becoming unconditional and Effective in accordance with its terms, the Proposals are expected to become Effective shortly thereafter, with the consideration being payable to Journey Shareholders under the Proposals no later than 14 days after the Effective Date.

The timing of events which relate to the implementation of the Proposals is, however, subject to the approval of the Court and is therefore subject to change. A full anticipated timetable of principal events will be set out in the Scheme Document.

If the Proposals do not become effective by the Termination Date, the Proposals will lapse except where the approval of Voting Scheme Shareholders at the Court Meeting and Journey Shareholders at the General Meeting is obtained before this date, in which case the Longstop Date for the Proposals may be extended to such later date as Jaguar Holdings and Journey may agree and, if appropriate, the Court may approve.

14. Journey's Directors, management, employees and locations

The Jaguar Holdings Directors believe that the Offer, if successfully completed, will provide a stable and well capitalised future for Journey. The Jaguar Holdings Directors have not sought to create a new strategic plan for the Journey Group and instead intend to support Journey's executive management in continuing to develop and execute management's existing medium term strategy for the Journey Group. However, the Jaguar Holdings Board regards the lower margin Products Division as being non-core and, subject to the outcome of a strategic review process, to be undertaken by the Company and/or Jaguar Holdings following the Scheme becoming Effective, Jaguar Holdings' current intention is to dispose of this division in the short to medium term.

Save for simplifying the UK corporate structure and potentially divesting of the Products Division, the Jaguar Holdings Directors currently have no intention to change Journey's principal business locations or to redeploy Journey's fixed asset base. The Jaguar Holdings Directors have given assurances to the Journey Board that, following the Effective Date, the existing rights and terms and conditions of employment, including pension obligations, of the management and employees of Journey and its subsidiaries will be fully safeguarded. Accordingly, the Journey Directors believe that the prospects of the employees of Journey will not be adversely affected by the implementation of the Scheme.

There are no agreements or arrangements between Jaguar Holdings and management or employees of Journey in relation to their on-going involvement in the business and the Offer will not be conditional on reaching agreement with such persons. It has been agreed that the appointment of Graham Bird, a non-executive directors of Journey, will terminate with effect from the Effective Date. He will receive remuneration in line with the termination provisions of his letter of appointment by way of compensation. In addition, the remuneration committee of Journey has agreed that Graham Bird be entitled to a cash bonus of £15,000, that is not conditional or otherwise contingent upon the Offer, such bonus being paid in recognition of the significant additional work carried out in respect of the Offer. Stockdale Securities has advised Journey that it considers the terms of this bonus to be fair and reasonable. Further details of this bonus will be set out in the Scheme Document.

Save as referred to above, the Jaguar Holdings Directors do not currently have any plans to make any other material changes either to the continued employment or the terms and conditions of employment of the management and employees of the Journey Group.

Jaguar Holdings has not entered into, and is not in discussions on proposals to enter into, any form of incentivisation arrangements with members of Journey's management who are interested in Journey Shares and has no current plans to do so. Following the Scheme becoming Effective, Jaguar Holdings may put in place incentive arrangements for certain members of the Journey management team. No proposals have been made on the terms of any incentive arrangements for relevant managers.

Following the Scheme becoming Effective, Jaguar Holdings may, in the future, invite the Executive Chairman and/or other executive directors of Journey to join the board of Jaguar Holdings, however no proposals have been made on the terms of any such potential appointment.

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

On completion of the Offer, the Company will become a wholly owned subsidiary of Jaguar Holdings. Prior to the Scheme becoming Effective, Journey will make an application to the London Stock Exchange for the cancellation of the admission to trading on AIM of Journey Shares to take effect on the first Business Day after the Effective Date. The last day of dealings in, and registration of transfers of, Journey Shares on AIM is therefore expected to be the Business Day immediately prior to the Effective Date.

On the Effective Date, share certificates in respect of Journey Shares will cease to be valid and should be destroyed. Entitlements to Journey Shares held within the CREST system will be cancelled upon, or shortly after, the Scheme becomes Effective.

It is also intended that, immediately following the Scheme becoming Effective, and after cancellation of the admission to trading on AIM of Journey Shares, Journey will be re‑registered as a private limited company under the relevant provisions of the Companies Act 2006.

16. Overseas Shareholders

The issue of Jaguar Holdings Share Units to holders of Scheme Shares in Restricted Jurisdictions may necessitate compliance with special requirements under the laws of the Restricted Jurisdictions. Accordingly, the Unlisted Securities Alternative is not being made available to Restricted Overseas Shareholders who shall receive cash, notwithstanding any election made by them for the Unlisted Securities Alternative.

Journey Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the United Kingdom should consult their independent professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to participate in the Scheme and/or the Unlisted Securities Alternative. If a Journey Shareholder is in any doubt as to his or her eligibility to participate in the Scheme and/or the Unlisted Securities Alternative, he/she should contact his/her independent professional adviser immediately.

The availability of the Scheme and/or the Unlisted Securities Alternative to persons resident in, or citizens of, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. It is the responsibility of each of the Journey Shareholders who are not resident in the United Kingdom to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental exchange control or other consents which may be required or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. Any failure to comply with such applicable requirements may constitute a violation of the securities laws of any such jurisdictions.

Jaguar Holdings Share Units have not been, and will not be, registered under the US Securities Act or under the securities laws of any state in the United States. The Unlisted Securities Alternative is not being made available to Scheme Shareholders who are Restricted Overseas Shareholders (including US Persons). Accordingly, Restricted Overseas Shareholders shall receive cash notwithstanding any election made by them for the Unlisted Securities Alternative, and there shall be no issuance of Jaguar Holdings Share Units to such Scheme Shareholders.

Where Jaguar Holdings believes that an election for the Unlisted Securities Alternative by any Scheme Shareholder may infringe applicable legal or regulatory requirements, or may result in a requirement for a registration under the US Securities Act, US Exchange Act or any other securities laws in the United States, or the securities laws of any other Restricted Jurisdiction, Jaguar Holdings will have the right to deem that such Scheme Shareholder has not validly elected for the Unlisted Securities Alternative and such Scheme Shareholder will instead receive Cash Consideration in respect of the Scheme Shares which were subject to such an election in accordance with the terms of the Scheme.

This announcement has been prepared for the purposes of complying with English law, the Code and the AIM Rules and the information disclosed may be different from that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England including Section 14(a) of the US Exchange Act.

17. Disclosure of interests in Journey

Jaguar Holdings confirms that it is making on the date of this announcement an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code. Save for a total of 3,546,311 Journey Shares held by the Existing Harwood Investors which represent, in aggregate, approximately 29.94 per cent. of Journey's issued share capital (as set out in section 9 above) and the irrevocable undertakings referred to in section 7 above, as at the close of business on 22 August 2016, the last Business Day prior to the date of this announcement, neither Jaguar Holdings or Harwood Capital nor any of the directors or members (as applicable) of Jaguar Holdings or Harwood Capital, nor so far as the directors or members (as applicable) of Jaguar Holdings and Harwood Capital are aware, any person acting, or deemed to be acting, in concert with Jaguar Holdings for the purposes of the Offer has:

(a) any interest in, or right to subscribe for, any relevant securities of the Journey Group;

(b) any short positions in respect of any securities of the Journey Group (whether conditional or absolute and whether in-the-money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of the Journey Group;

(c) borrowed or lent any relevant Journey Group securities (save for any borrowed shares which have been either on-lent or sold);

(d) procured an irrevocable commitment or letter of intent to vote in favour of the Scheme or accept a Takeover Offer in respect of any relevant Journey Group securities; or

(e) any arrangement in relation to any relevant Journey Group securities.

For these purposes, "arrangement" also includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant Journey Group securities which is, or may be, an inducement to deal or refrain from dealing in such securities.

In the interests of secrecy prior to this announcement, it has not been practicable for Jaguar Holdings to make enquiries of all persons who are, or may be presumed to be, acting in concert with Jaguar Holdings for the purposes of the Proposals in order to include all relevant details in respect of such persons in an Opening Position Disclosure by Jaguar Holdings. Any such additional interest(s) or dealing(s) will be discussed with the Panel and, if appropriate, will be disclosed in the Scheme Document or announced if requested by the Panel.

18. General

Jaguar Holdings reserves the right to elect to implement the acquisition of the Journey Shares by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer would be made on a cash only basis (with the consent of the Panel) but otherwise on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including an acceptance condition set at 90 per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent., as Jaguar Holdings may decide).

The Scheme Document is currently intended to be posted to Journey Shareholders on or around 8 September 2016 and in any event within 28 days of the date of this announcement, unless otherwise agreed with the Panel.

The Scheme will be made on the terms and subject to the Conditions set out in Appendix I to this announcement and to be set out in the Scheme Document and the Form of Election. The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable of principal events and will be accompanied by Forms of Proxy for the Meetings and a Form of Election for the Unlisted Securities Alternative. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA.

In deciding whether or not to vote in favour of the Scheme in respect of their Journey Shares, Voting Scheme Shareholders should rely on the information contained in, and follow the procedures described in, the Scheme Document, the Forms of Proxy and the Form of Election.

19. Documents on display

Copies of the following documents will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Journey's website at www.journeygroup.plc.uk by no later than 12 noon (London time) on 24 August 2016 until the end of the Offer Period:

· this announcement;

· the irrevocable undertakings referred to in section 7 above and summarised in Appendix III to this announcement; and

· the Subscription and Transfer Agreement, the Loan Note Instrument and the NASCIT Subscription Agreement referred to in sections 10 and 11 above.

Enquiries:

Jaguar Holdings Limited

Christopher Mills, Director

Tim Sturm, Director

Tel: +44 (0) 207 640 3200

Strand Hanson Limited

(Financial Adviser to Jaguar Holdings and Harwood Capital)

Stuart Faulkner

Matthew Chandler

James Dance

Tel: +44 (0) 207 409 3494

Journey Group plc

Stephen Yapp, Executive Chairman

Alison Whittenbury, Chief Financial Officer

Tel: +44 (0) 208 606 1300

Stockdale Securities

(Financial Adviser to Journey)

Tom Griffiths

Edward Thomas

Tel: +44 (0) 207 601 6100

Nplus1 Singer Advisory LLP

(Nominated Adviser and Broker to Journey)

Nic Hellyer

Alex Price

Lauren Kettle

Tel: +44 (0) 207 496 3000

Cautionary Note Regarding Forward Looking Statements

Disclosure Requirements of the Code

Information Relating to Journey Shareholders

Rounding

Rule 2.10 Disclosure

Publication on Website

Status of Announcement

This announcement does not constitute a prospectus or prospectus equivalent document.

Appendix I

Conditions and certain further terms to the Implementation of

the Scheme and the Proposals

The Proposals will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the Code, by not later than the Termination Date or such later date, if any, as Jaguar Holdings and Journey may with the consent of the Panel agree and (if required) the Court may allow.

Part A: Conditions to the Scheme

1. The Scheme will be conditional upon:

(a) approval of the Scheme by a majority in number of the Voting Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting that may be required by the Court (or at any adjournment of any such meeting) representing not less than 75 per cent. in value of the Scheme Shares held by such holders;

(b) all resolutions required to approve and implement the Scheme (including, without limitation, to amend Journey's articles of association) and set out in the notice of the General Meeting being duly passed by the requisite majority at the General Meeting (or at any adjournment of such meeting) and not being subsequently revoked;

(c) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Journey and Jaguar Holdings); and

(d) an office copy of the Scheme Court Order sanctioning the Scheme being delivered to the Registrar of Companies.

Part B: Conditions to the Proposals

2. Subject to Part C below, the Proposals will also be conditional upon the following matters, and, accordingly, the Scheme Court Order will not be delivered to the Registrar of Companies unless such Conditions (as amended as appropriate) have been satisfied (where capable of satisfaction) or waived:

(a) all notifications and filings which are necessary in connection with the Proposals having been made by the relevant party, all necessary waiting periods (including any extension to them) under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated, all necessary statutory or regulatory obligations in any jurisdiction having been complied with and all Authorisations which in each case are necessary in respect of the Offer or its implementation having been obtained, any acquisition of any shares in, or control of, Journey or any member of the Wider Journey Group by any member of the Wider Jaguar Holdings Group having been obtained on terms and in a form reasonably satisfactory to Jaguar Holdings from all Relevant Authorities or persons with whom any member of the Wider Journey Group has entered into contractual arrangements (other than contractual arrangements which have been Fairly Disclosed) in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting period or to comply with such obligation or obtain such Authorisation from such a person would have a material adverse effect on the Wider Journey Group taken as a whole, and all such Authorisations, together with all Authorisations necessary to carry on the business of any member of the Wider Journey Group, remaining in full force and effect at the time when the Scheme becomes Effective and there being no intimation of any intention to revoke or not to renew, withdraw, suspend, withhold, modify or amend the same in consequence of the Scheme becoming Effective;

(b) no Relevant Authority having instituted, implemented or threatened any action, suit, proceedings, investigation, reference or enquiry, or enacted, made or proposed any statute, regulation, order or decision, or having taken any other steps or measures that would or might reasonably be expected to, in any case which would be material in the context of the Wider Journey Group or the Wider Jaguar Holdings Group, as the case may be, when taken as a whole:

(i) make the Proposals, their implementation or the acquisition or proposed acquisition of any shares or other securities in, or control over, Journey or any member of the Wider Journey Group by Jaguar Holdings or any member of the Wider Jaguar Holdings Group, illegal, void or unenforceable under the laws of any relevant jurisdiction or otherwise directly or indirectly materially restrict, restrain, prohibit, delay, frustrate or interfere in the implementation of or impose additional material conditions or obligations with respect to or otherwise materially challenge the Proposals or such proposed acquisition in any case in a manner which is material in the context of the Wider Journey Group when taken as a whole (including without limitation, taking any steps which would entitle the Relevant Authority to require any member of the Wider Jaguar Holdings Group to dispose of all or some of its Journey Shares or restrict the ability of any member of the Wider Jaguar Holdings Group to exercise voting rights in respect of some or all of such Journey Shares);

(ii) require, prevent or materially delay a divestiture by any member of the Wider Jaguar Holdings Group of any shares or other securities in Journey;

(iii) impose any material limitation on, or result in a material delay in, the ability of Jaguar Holdings or Journey or any member of the Wider Jaguar Holdings Group to acquire or hold or exercise effectively, directly or indirectly, any rights of ownership of shares or other securities in any member of the Wider Journey Group or voting rights or management control over any member of the Wider Journey Group;

(iv) require, prevent or materially delay a divestiture by any member of the Wider Jaguar Holdings Group or the Wider Journey Group of all or any material portion of their respective businesses, assets or properties or impose any material limitation on the ability of any of them to conduct their respective businesses or own their respective assets or properties;

(v) result in any member of the Wider Journey Group or the Wider Jaguar Holdings Group ceasing to be able to carry on their business under any name under which it presently does so;

(vi) impose any material limitation on the ability of any member of the Wider Jaguar Holdings Group or of the Wider Journey Group to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Jaguar Holdings Group or of the Wider Journey Group in a manner that is materially adverse to the relevant group taken as a whole;

(vii) otherwise affect any or all of the businesses, assets, prospects or profits of any member of the Wider Jaguar Holdings Group or any member of the Wider Journey Group in a manner which is material and adverse to the relevant group taken as a whole; or

(viii) except pursuant to Chapter 3 of Part 28 of the Companies Act 2006, require any member of the Wider Journey Group or the Wider Jaguar Holdings Group to offer to acquire any shares or other securities owned by any third party in any member of the Wider Journey Group by any third party;

and all applicable waiting and other time periods during which any such Relevant Authority could institute, or implement or threaten any proceedings, suit, investigation or enquiry or enact, make or propose any such statute, regulation or order or take any other such step having expired, lapsed or been terminated;

(c) except as Fairly Disclosed there being no provision of any Authorisation or other instrument to which any member of the Wider Journey Group is a party, or by or to which any such member, or any of its assets, is bound or subject, which could or might reasonably be expected to as a consequence of the Proposals or of the proposed acquisition by Jaguar Holdings of any shares or other securities in, or control of, Journey, result, in any case to an extent which is material in the context of the Journey Group taken as a whole, in:

(i) any assets or interests of any member of the Wider Journey Group being or falling to be disposed of or charged, or any right arising under which any such assets or interests could be required to be disposed of or charged or could cease to be available to any member of the Wider Journey Group, other than in the ordinary course of business;

(ii) any monies borrowed by or other indebtedness or material liabilities (actual or contingent) of, or any grant available to, any member of the Wider Journey Group becoming repayable or being capable of being declared repayable immediately or earlier than its stated repayment date or the ability of such member of the Wider Journey Group to incur any indebtedness becoming or being capable of being or becoming withdrawn or prohibited;

(iii) any such Authorisation or other instrument being terminated or materially adversely modified, affected, amended or varied or any materially adverse action being taken or any onerous obligation or liability arising thereunder;

(iv) the business or interests of any member of the Wider Journey Group with any firm, body or person (or any arrangements relating to such business or interests) being terminated, modified, affected, amended or varied in any materially adverse manner;

(v) the value of or the financial or trading position or prospects of any member of the Wider Journey Group being prejudiced or adversely affected;

(vi) the creation of any liability (actual or contingent) by any member of the Wider Journey Group other than in the ordinary course of business;

(vii) any liability of any member of the Wider Journey Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

(viii) 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 Journey Group or any such mortgage, charge or security (whenever arising or having arisen) becoming enforceable; or

(ix) any member of the Wider Journey Group ceasing to be able to carry on business under any name under which it currently does so,

and no event having occurred which, under any provision of any Authorisation or other instrument to which any member of the Wider Journey Group is a party, or by or to which any such member, or any of its assets, is bound, or subject, would reasonably be expected to result, in any case to an extent which is material and adverse in the context of the Wider Journey Group taken as a whole, in any of the events or circumstances as are referred to in items (i) to (ix) inclusive of this paragraph;

(d) since 31 December 2015 and except as Fairly Disclosed:

(i) no enquiry or investigation by or complaint or reference to any Relevant Authority against or in respect of any member of the Wider Journey Group or no criminal proceedings, litigation, arbitration proceedings, mediation proceedings, prosecution or other legal proceedings to which any member of the Wider Journey Group is or may become a party (whether as claimant, defendant or otherwise) having been instituted or threatened or remaining outstanding against or in respect of any member of the Wider Journey Group which in any case is material in the context of the Wider Journey Group taken as a whole;

(ii) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits of any member of the Wider Journey Group which in any case is material in the context of the Wider Journey Group taken as a whole;

(iii) no contingent or other liability having arisen, become apparent or increased which in any case is material in the context of the Wider Journey Group taken as a whole; and

(iv) no steps having been taken and no omissions having been made which would reasonably be expected to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Journey Group, which is material to, and necessary for the proper carrying on of, its business;

(e) since 31 December 2015 and except as Fairly Disclosed, neither Journey nor any other member of the Wider Journey Group having:

(i) issued or agreed to issue or authorised the issue or grant 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 or transferred or sold any Journey Shares out of treasury (save as between Journey and any member of the Wider Journey Group or between any members of the Wider Journey Group and save for the issue of Journey Shares pursuant to the entitlements of participants under the Journey Share Option Schemes);

(ii) purchased, redeemed or repaid any of its own shares or other securities or reduced or made any other changes to its share capital, except in respect of the matters mentioned in Condition 2(e)(i) above;

(iii) recommended, declared, paid or made any dividend, bonus or other distribution whether payable in cash or otherwise, other than to Journey or a wholly-owned subsidiary of Journey;

(iv) save for any transaction between Journey and any member of the Wider Journey Group or between any members of the Wider Journey Group, merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in subsidiaries and trade investments) which in any case would be material in the context of the Wider Journey Group taken as a whole;

(v) save for any transaction between Journey and any member of the Wider Journey Group or between any members of the Wider Journey Group, issued or authorised the issue of any debentures or incurred or increased any indebtedness or liability or become subject to a contingent liability which in any case is material in the context of the Wider Journey Group taken as a whole;

(vi) entered into, varied or authorised any arrangement, transaction, contract or commitment other than in the ordinary course of business (whether in respect of capital expenditure or otherwise) which is of a long-term, onerous or unusual nature or which involves an obligation of a nature and magnitude which is material in the context of the Wider Journey Group taken as a whole or is likely to materially restrict the scope of the existing business of any member of the Wider Journey Group other than to a nature and extent which is normal in the context of the business concerned;

(vii) save for any transaction between Journey and any member of the Wider Journey Group or between any members of the Wider Journey Group, entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement (other than the Scheme) in relation to itself or another member of the Wider Journey Group otherwise than in the ordinary course of business which in any case is material in the context of the Journey Group taken as a whole;

(viii) otherwise than in the ordinary course of business, waived or compromised any claim which is material in the context of the Wider Journey Group taken as a whole;

(ix) taken any corporate action or had any legal proceedings started or threatened against it for its winding up (whether voluntary or otherwise), dissolution or reorganisation or analogous proceedings in any jurisdiction or for the appointment of a receiver, trustee, administrator, administrative receiver or similar officer in any jurisdiction of all or any of its assets and revenues or had any such person appointed which in any case is material in the context of the Wider Journey Group taken as a whole;

(x) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments or a moratorium of any indebtedness that is material in the context of the Wider Journey Group;

(xi) been unable or admitted in writing that it is unable to pay its debts or having stopped or suspended (or threatened to do so) payments of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business in any case which is material in the context of the Wider Journey Group taken as a whole;

(xii) save for any transaction between Journey and any member of the Wider Journey Group or between any members of the Wider Journey Group made or authorised any change in its loan capital which is material in the context of the Wider Journey Group taken as a whole;

(xiii) save in respect of the resignation of Graham Bird, a non-executive Journey Director, with effect from the Effective Date, entered into or varied in any material respect the terms of any letter of appointment or service agreement (as the case may be) with or relating to any of the executive directors, non‑executive directors or senior executives of Journey or any of the directors or senior executives of any other member of the Wider Journey Group;

(xiv) proposed, agreed to provide or modified in any material respect the terms of any share option scheme, incentive scheme or, other than in the ordinary course of business, any other benefit relating to the employment or termination of employment of any person employed by the Wider Journey Group which in any case is material in the context of the Wider Journey Group taken as a whole;

(xv) save as envisaged in the Proposals, made any alteration to its articles of association or other incorporation or constitutional documents which is material in the context of the Offer; or

(xvi) otherwise than in the ordinary course of business entered into any agreement or commitment or passed any resolution or made any offer which remains open for acceptance or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this paragraph (e);

(f) Jaguar Holdings not having discovered that, except as Fairly Disclosed:

(i) any financial, business or other information concerning the Wider Journey Group disclosed publicly or disclosed to any member of the Wider Jaguar Holdings Group by any member of the Wider Journey Group at any time is to a material extent misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make the information therein not misleading to a material extent and which was not corrected before the date of announcement of the Proposals either by public disclosure through a Regulatory Information Service or by a written disclosure to the Wider Jaguar Holdings Group and which is material in the context of the Wider Journey Group taken as a whole; or

(ii) any information which affects the import of any information disclosed to any member of the Jaguar Holdings Group at any time by or on behalf of any member of the Wider Journey Group which is material in the context of the Journey Group taken as a whole; or

(iii) any member of the Wider Journey Group has not complied with any applicable legislation or regulations of any relevant jurisdiction with regard to the use, storage, transport, treatment, handling, disposal, release, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or the health and safety of any person where non-compliance would be likely to give rise to any liability or cost (whether actual or contingent) on the part of any member of the Wider Journey Group which in any case is material in the context of the Wider Jaguar Holdings Group taken as a whole; or

(iv) there has been an emission, discharge, disposal, spillage or leak of waste or hazardous substance or any substance likely to impair the environment or harm human health which would be likely to give rise to any liability or cost (whether actual or contingent) on the part of any member of the Wider Journey Group which in any case is material in the context of the Wider Jaguar Holdings Group taken as a whole; or

(v) there is or is likely to be any liability (whether actual or contingent) to improve or install new plant or equipment or make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Journey Group under any environmental legislation, regulation, notice, circular or order of any Relevant Authority or any other person or body in any jurisdiction which in any case is material in the context of the Wider Jaguar Holdings Group taken as a whole; or

(vi) circumstances exist whereby a person or class of person would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Wider Journey Group which in any case is material in the context of the Wider Jaguar Holdings Group taken as a whole; and

(g) except as Fairly Disclosed, no member of the Journey Group nor the trustees of any relevant pension scheme having, since 31 December 2015 (and in each case to an extent which is material in the context of the Wider Journey Group taken as a whole):

(i) made or agreed or consented to any significant change (i) to the terms of any trust deeds constituting the pension schemes established for the directors or employees (or their dependants) of any member of the Wider Journey Group, (ii) to the benefits which accrue, (iii) to the pensions which are payable thereunder for all members or any category of members, (iv) to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined for all members or any category of members (including with regard to commutation factors where employer agreement is required to change such factors), or (v) to the basis on which the liabilities (including pensions) of such pension schemes are funded (including putting in place, agreeing or consenting to technical provisions, actuarial valuations, statements of funding principles, schedules of contributions and recovery plans pursuant to Part 3 of the Pensions Act 2004); or

(ii) established any new pensions arrangements.

Part C: Further terms of the Proposals

3. Jaguar Holdings reserves the right to waive in whole or in part all or any of the above Conditions. The Scheme will not become Effective unless all of the Conditions have been fulfilled or waived or, where appropriate, have been determined by Jaguar Holdings to be or remain satisfied by the earlier of (i) 11:59 p.m. on the date immediately preceding the date of the Scheme Court Hearing, and (ii) the Termination Date (or such later date as Jaguar Holdings or Journey may agree and the Panel and the Court may allow). Jaguar Holdings shall be under no obligation to waive or treat as fulfilled any of Conditions 2(a) to (g) earlier than that date, notwithstanding that other of the Conditions may at an 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.

4. If Jaguar Holdings is required by the Panel to make an offer for Journey Shares under the provisions of Rule 9 of the Code, Jaguar Holdings may make such alterations to the terms and conditions of the Offer and/or the Unlisted Securities Alternative as are necessary to comply with the provisions of that Rule, and such offer shall be subject to the terms and conditions as so amended.

5. Jaguar Holdings reserves the right to elect (with the consent of the Panel (if required)) to implement the acquisition of the Journey Shares by way of a Takeover Offer as an alternative to the Scheme. Any such Takeover Offer will be subject to an acceptance condition set at 90 per cent. (or such lesser percentage (being more than 50 per cent.) as Jaguar Holdings may decide) of (i) the Journey Shares to which such Takeover Offer relates and (ii) the voting rights normally exercisable at a general meeting of Journey. Any such Takeover Offer would be made on a cash only basis (with the consent of the Panel) but otherwise on substantially the same terms (subject to appropriate amendments) as those which would apply to the Scheme and in compliance with applicable laws and regulations. Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient Journey Shares are otherwise acquired, it is the intention of Jaguar Holdings to apply the provisions of the Companies Act 2006 to acquire compulsorily any outstanding Journey Shares to which such Takeover Offer relates.

6. The availability of the Offer and/or the Unlisted Securities Alternative to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

7. Under Rule 13.5 of the Code, Jaguar Holdings may only invoke a Condition so as to cause the Scheme not to proceed, to lapse or to be withdrawn where the circumstances which give rise to the right to invoke the Condition are of material significance to Jaguar Holdings in the context of the Proposals. The Conditions contained in section 1 above are not subject to Rule 13.5 of the Code.

8. Journey Shares will be acquired pursuant to the Offer fully paid with full title guarantee and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any third party interests and other rights of any nature whatsoever and together with all rights now or 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 date of this announcement.

9. The Scheme will be governed by English law and be subject to the jurisdiction of the English courts. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA and the AIM Rules. In addition, it will be subject to the terms and conditions set out in the Scheme Document and the Form of Election.

10. The Proposals will lapse and the Scheme will not proceed if, prior to the date of the Court Meeting and the General Meeting, there is a CMA Phase 2 Reference, or if Phase 2 European Commission proceedings are initiated or if, following a referral of the Proposals by the European Commission under Article 9(1) of the European Council Merger Regulation to a competent authority in the United Kingdom, there is a CMA Phase 2 Reference in respect of the Proposals, or any matter arising from the Proposals.

Appendix II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

1. The value attributed to the existing issued share capital of Journey is based upon the 11,845,879 Journey Shares in issue on 22 August 2016 (being the last Business Day prior to the date of this announcement).

2. The Closing Prices are closing middle market quotations derived from the AIM Appendix of the Daily Official List for the particular date(s) concerned.

3. The volume weighted average price of 184.4 pence per Journey Share for the twelve months up to and including 22 August 2016, is derived from Capital IQ's daily volume weighted average price data.

4. Unless otherwise stated, the financial information concerning the Journey Group has been extracted or derived (without material adjustment) from Journey's audited consolidated financial statements for the year ended 31 December 2015.

5. All information relating to Jaguar Holdings has been provided by persons duly authorised by the Jaguar Holdings Board.

6. All information relating to Harwood Capital and the Harwood Funds has been extracted from published sources and/or provided by persons duly authorised by Harwood Capital and the Harwood Funds.

7. The maximum cash consideration payable under the Proposals is based on the 11,845,879 Journey Shares in issue on 22 August 2016 (being the last Business Day prior to the date of this announcement), adjusted for the fact that Harwood Capital has agreed that certain of the Existing Harwood Investors will irrevocably elect to receive, up to in aggregate, 1,250,000 Jaguar Holdings Share Units pursuant to the Unlisted Securities Alternative under the Scheme. In addition, two of the Independent Directors who are currently interested in Journey Shares have separately irrevocably undertaken to elect to receive, in aggregate, 354,167 Jaguar Holdings Share Units in respect of their existing holdings of Journey Shares.

Appendix III

DETAILS OF IRREVOCABLE UNDERTAKINGS

1. Journey Directors' Irrevocable Undertakings

Each of the following Journey Directors have entered into irrevocable undertakings with Harwood Capital, for the benefit of Jaguar Holdings, as follows:

Name of Journey Director	Number of Journey Shares in respect of which undertaking is given*	Percentage of Journey's existing issued share capital	Percentage of Journey Shares entitled to vote at the Court Meeting**	Number of Journey Shares irrevocably undertaken to receive the Cash Consideration	Number of Journey Shares irrevocably elected to receive the Unlisted Securities Alternative
Stephen Yapp	411,700	3.48%	4.96%	370,033	41,667
Dimitri Goulandris	812,306	6.86%	9.79%	-***	312,500
Joseph Golio	91,045	0.77%	1.10%	91,045	-
Graham Bird	12,347	0.10%	0.15%	12,347	-
Total:	1,327,398	11.21%	15.99%	473,425	354,167

* - the undertakings and the numbers referred to above refer only to those Journey Shares to which the relevant director is beneficially entitled and any share such director is otherwise able to control the exercise of in terms of the rights attaching to such share, including the ability to procure the transfer of such share. The numbers referred to in this table exclude any award that may be outstanding under the Journey Share Option Schemes, however any such shares awarded would be included in the scope of the undertakings.

** - assuming that no Journey Shares are issued prior to the Court Meeting pursuant to the Journey Share Option Schemes.

*** - Dimitri Goulandris has irrevocably committed to elect to receive a minimum of 312,500 Jaguar Holdings Share Units pursuant to the Unlisted Securities Alternative but has not irrevocably committed to receive any amount of Cash Consideration in respect of the balance of his holding of Journey Shares.

These irrevocable undertakings include undertakings in respect of their stated beneficial holdings of Journey Shares to:

(i) cast, or, where applicable, procure the casting of, all voting rights attaching to such Journey Shares in favour of any resolutions required to give effect to the Scheme at the General Meeting or the Court Meeting and any related matters;

(ii) elect to receive the Cash Consideration in respect of 473,425 Journey Shares from their existing holdings of Journey Shares;

(iii) elect to receive in aggregate 354,167 Jaguar Holdings Share Units pursuant to the Unlisted Securities Alternative under the Scheme in respect of 354,167 Journey Shares from their existing holdings of Journey Shares; and

(iv) if Jaguar Holdings exercises its right to structure the Offer as a Takeover Offer, accept or procure the acceptance of such Takeover Offer.

These irrevocable undertakings would have ceased to be binding if this announcement had not been released by 5.00 p.m. (London time) on 31 August 2016 or such later date as Jaguar Holdings and Journey had agreed. These irrevocable undertakings will cease to be binding if the Scheme Document has not been published by 10 October 2016, or if the Scheme does not become Effective by the Longstop Date or if an announcement is made confirming that Jaguar Holdings will not proceed with the acquisition of the Journey Shares. In addition, these irrevocable undertakings shall lapse and cease to become binding if a third party, in accordance with the Code, announces a firm intention to make, or makes a general offer to acquire the issued and to be issued share capital of Journey at a price equal to or more than 275 pence per Journey Share in cash, on or prior to the date which is 7 days prior to the earlier of the Court Meeting or the General Meeting.

2. The Existing Harwood Investors irrevocable elections for the Unlisted Securities Alternative

Under the terms of the Subscription and Transfer Agreement and associated irrevocable undertakings and subject to the Scheme becoming Effective, Harwood Capital has agreed that the Existing Harwood Investors:

(i) will irrevocably elect to receive, in aggregate, 1,250,000 Jaguar Holdings Share Units pursuant to the Unlisted Securities Alternative under the Scheme, in respect of their existing holdings of Journey Shares;

(ii) have irrevocably undertaken to vote (or procure the vote) in favour of the resolutions to be proposed at the General Meeting in respect of their entire existing holdings of Journey Shares, amounting, in aggregate, to 3,546,311 Journey Shares, representing approximately 29.94 per cent. of the existing issued ordinary share capital of Journey;

(iii) will, if Jaguar Holding exercises its right to structure the Offer as a Takeover Offer, accept or procure the acceptance of such Takeover Offer; and

(iv) will not accept any offer made or proposed to be made in respect of the Journey Shares by any person other than Jaguar Holdings, or, where applicable, procure that no such offer is accepted.

The above irrevocable undertakings shall lapse and cease to be binding if the Scheme lapses or is withdrawn and no new, revised or replacement Scheme or Offer has been announced, in accordance with Rule 2.7 of the Code, in its place or is announced, in accordance with Rule 2.7 of the Code, at the same time.

APPENDIX IV

SUMMARY OF THE ARTICLES OF JAGUAR HOLDINGS

1. Share capital

1.1 The share capital of Jaguar Holdings is divided into two classes:

(i) ordinary shares of 12 pence each ("Jaguar Holdings Ordinary Shares"); and

(ii) zero-dividend redeemable preference shares of 228 pence each ("Jaguar Holdings Preference Shares").

1.2 The rights attaching to the Jaguar Holdings Ordinary Shares and the Jaguar Holdings Preference Shares are set out in sections 2 and 3 below respectively.

1.3 Jaguar Holdings has the power to issue redeemable shares and, subject to the Companies Act 2006, to purchase its own shares.

2. Jaguar Holdings Ordinary Shares

The Jaguar Holdings Ordinary Shares have the following rights:

2.1 Voting

The Jaguar Holdings Ordinary Shares entitle their holders to receive notice of, attend and vote at all general meetings of Jaguar Holdings. On a poll each Jaguar Holdings Ordinary Share has one vote attached to it.

2.2 Dividends and distributions

The Jaguar Holdings Ordinary Shares confer the right to dividends declared and other distributions made by Jaguar Holdings.

2.3 Return of capital

Subject to the rights of the Jaguar Holdings Preference Shares, the Jaguar Holdings Ordinary Shares entitle their holders to receive repayment of all sums paid up or credited as paid up on the Jaguar Holdings Ordinary Shares held by them and to participate in any other distributions made by Jaguar Holdings in the context of a winding-up.

2.4 Transfers

Transfers of Jaguar Holdings Ordinary Shares are subject to the restrictions set out in section 4 below.

2.5 Variation of rights

Section 5 below applies.

3. Jaguar Holdings Preference Shares

The Jaguar Holdings Preference Shares have the following rights and are subject to the following restrictions:

3.1 Voting

The Jaguar Holdings Preference Shares entitle their holders to receive notice of, but not to attend or vote at any general meetings of Jaguar Holdings, save in respect of separate general meetings of the holders of Jaguar Holdings Preference Shares to consider any variation(s) of class rights.

3.2 Dividends and distributions

The Jaguar Holdings Preference Shares do not carry the right to any dividend or to participate in any other distributions made by Jaguar Holdings.

3.3 Return of capital

On a winding-up of Jaguar Holdings, the Jaguar Holdings Preference Shares entitle their holders, in priority to any payment in respect of the Jaguar Holdings Ordinary Shares, to repayment of all sums paid up or credited as paid up on the Jaguar Holdings Preference Shares but do not carry any right to participate in any further distribution(s) made by Jaguar Holdings in the context of a winding-up.

3.4 Redemption

The Jaguar Holdings Preference Shares shall, subject to Jaguar Holdings being able lawfully to do so, be redeemed on 31 December 2023, or on such earlier date as Jaguar Holdings may determine.

3.5 Transfers

Transfers of Jaguar Holdings Preference Shares are subject to the restrictions set out in section 4 below.

3.6 Variation of rights

Section 5 below applies.

4. Transfer of Jaguar Holdings Shares

4.1 General restrictions on transfers

No transfers of Jaguar Holdings Shares are permitted save for, subject to rights of pre-emption, in the case of transfers to permitted transferees (see section 4.2 below) and transfers pursuant to the drag along rights (see section 4.3 below) and tag along rights (see section 4.5 below).

Unless otherwise agreed by the board of Jaguar Holdings, no transfer or other dealing in any Jaguar Holdings Share shall occur other than to transfer or deal with the whole interest in the Jaguar Holdings Share with full title guarantee free of encumbrances.

4.2 Permitted transfers

The permitted transferees are:

(a) in the case of a shareholder who is an individual, his or her spouse, civil partner, widow or widower, children and grandchildren (including step and adopted children), and step and adopted children of that shareholder's children, or to a trust or settlement set up wholly for the benefit of that shareholder and/or any of those relations, or to the trustees of such a trust or settlement;

(b) in the case of a shareholder which is a company, any company which is its ultimate holding company or a subsidiary of such holding company; and

Where Jaguar Holdings Shares have been transferred to a permitted transferee and that transferee ceases to be a person who would be a permitted transferee of the transferor, the transferee will be required to transfer those Jaguar Holdings Shares as set out in the articles of Jaguar Holdings.

4.3 Drag along rights

In the event of any offer being received for the entire issued share capital of Jaguar Holdings and such offer being accepted by the holders of 50 per cent. or more of the issued Jaguar Holdings Shares ("Accepting Shareholders") the Accepting Shareholders have the right by notice in writing to the remaining holders of Jaguar Holdings Shares ("Dragged Along Shareholders") to require the Dragged Along Shareholders to accept the offer and transfer their shares to the offeror on the same terms as those applying to the Accepting Shareholders.

4.4 Pre-emption on transfer

Shareholders have rights of pre-emption in relation to the transfer of Jaguar Holdings Shares to persons other than permitted transferees. If multiple shareholders wish to exercise such rights the transferred shares shall be divided among them in proportion to their shareholdings relative to one another.

Unless otherwise agreed in writing by shareholders representing at least 50 per cent. of the total voting rights attaching to the Jaguar Holdings Shares, all Jaguar Holdings Shares which the board propose to allot wholly for cash shall be offered on identical terms to all the shareholders in proportion as nearly as may be to the number of Jaguar Holdings Shares held by them respectively.

4.5 Tag along rights

If a sale of Jaguar Holdings Shares would result in a person controlling more than 50 per cent. of the total voting rights at a general meeting of Jaguar Holdings, the transfer will not be valid unless the transferee offers to purchase all the issued Jaguar Holdings Shares at a price calculated in accordance with the articles of Jaguar Holdings.

5. Variation of rights

No variation of the rights attaching to either class of Jaguar Holdings Shares is to be effective without a special resolution of the members of Jaguar Holdings.

6. Alteration of share capital

Jaguar Holdings may, subject to the Companies Act 2006, by ordinary resolution increase, consolidate or subdivide its shares. Jaguar Holdings may, subject to the Companies Act 2006, by special resolution reduce its share capital, capital redemption reserve or share premium account.

7. General meetings

Subject to the provisions of the Companies Act 2006, a general meeting shall be called by not less than 14 clear days' notice in writing.

The notice must specify the place, day and time of the meeting and the general nature of the business to be transacted.

Notices shall be given to all members other than any who, under the provisions of the articles or the terms of issue of the shares they hold, are not entitled to receive such notice. Each holder of Jaguar Holdings Ordinary Shares shall be entitled to receive notice of general meetings of Jaguar Holdings.

Each director shall be entitled to attend and speak at any general meeting.

8. Directors

8.1 Number of directors

The directors shall be not less than two.

8.2 Directors' shareholding qualification

A director shall not be required to hold any shares in Jaguar Holdings.

8.3 Appointment of directors

Directors may be elected by Jaguar Holdings by ordinary resolution or be appointed by the board.

The board may from time to time appoint one or more directors to hold any employment or executive office for such period and on such terms as they may determine and may also revoke or terminate any such appointment.

8.4 Retirement of directors

The directors are not required to retire by rotation.

8.5 Vacation of office

The office of a director of Jaguar Holdings shall be vacated if:

(a) he resigns;

(b) he is or has been suffering from mental ill health and either he becomes a patient for the purposes of statutes relating to mental health or the court makes an order for his detention or the appointment of a person to exercise powers with respect to his property or affairs;

(c) he and any alternate appointed by him is absent without the permission of the board from four consecutive meetings of the board;

(d) he is unable to pay his debts or compounds with his creditors generally;

(e) he is prohibited or disqualified by law from being a director; or

(f) he is removed from office pursuant to section 168 of the Companies Act 2006.

If the office of a director is vacated for any reason, he shall cease to be a member of any committee or sub-committee of the board.

8.6 Chairman's casting vote at directors' meetings

If the numbers of votes for and against a proposal at a meeting of the board are equal, the chairman or other director chairing the meeting shall not have a casting vote.

9. Alternate director

Any director may appoint any person to be his alternate and may at his discretion remove such an alternate director.

10. Proceedings of the board

Subject to the provisions of the articles, the board may regulate its proceedings as it thinks fit. The quorum necessary for the transaction of the business of the board shall be two. A meeting of the board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions vested in or exercisable by the board.

The board may appoint a director to be the chairman or a deputy chairman and may at any time remove him from that office. Questions arising at any meeting of the board shall be determined by a majority of votes.

All or any of the members of the board may participate in a meeting of the board by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to speak to and hear each other. A person so participating shall be deemed to be present at the meeting and shall be entitled to vote and to be counted in the quorum.

The board may delegate any of its powers, authorities and discretions (with power to sub-delegate) to any committee, consisting of at least two directors. The meetings and proceedings of any committee shall be governed by the provisions contained in the articles for regulating the meetings and proceedings of the board so far as the same are applicable and are not superseded by any regulations imposed by the board.

11. Remuneration of directors

Each of the directors shall be paid a fee at such rate as may from time to time be determined by the board. Any director who is appointed to any executive office shall be entitled to receive such remuneration as the board may think fit. Each director may be paid his reasonable travelling, hotel and incidental expenses of attending and returning from meetings of the board, or committees of the board of Jaguar Holdings or any other meeting which as a director he is entitled to attend, and shall be paid all expenses properly and reasonably incurred by him in the conduct of Jaguar Holdings' business or in the discharge of his duties as a director.

12. Permitted interests of directors

Subject to the provisions of the Companies Act 2006, and provided he has declared the nature and extent of any material interest, a director of Jaguar Holdings is not disqualified by his office from being a party to or interested in any transaction or arrangement with Jaguar Holdings in any manner and any director who is so interested is not liable to account to Jaguar Holdings or the members for any benefit which he derives from any such transaction or arrangement.

A director who has declared his interest may vote on and be counted in the quorum in relation to any resolution of the board concerning the transaction or arrangement in which he is interested.

13. Indemnity of directors

Every director is entitled to be indemnified by Jaguar Holdings against any liability incurred by him as a director of Jaguar Holdings, including any liability incurred in defending any proceedings in which judgment is given in his favour, he is acquitted or in connection with any application in which relief is granted to him by a court. Jaguar Holdings may purchase and maintain for any director, or officer of Jaguar Holdings, insurance against such liability.

APPENDIX V

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

"AIM"	the AIM market of the London Stock Exchange;
"AIM Rules"	the AIM Rules for Companies as published by the London Stock Exchange (as amended from time to time);
"Air Fayre" or "US Division"	Air Fayre USA Inc., incorporated in Delaware, USA, a wholly owned subsidiary of the Company, and the holding company of Air Fayre CA Inc., a provider of catering and logistics to the international travel sector;
"Appendices"	the appendices to this announcement;
"Articles"	the articles of association of Journey as at the date of the Scheme and "Article" shall mean any article of those Articles;
"Australia"	the Commonwealth of Australia, its states, territories and possessions and all areas subject to its jurisdiction or any potential subdivision thereof;
"Authorisation"	authorisation, grant, order, recognition, confirmation, lease, arrangement, consent, licence, clearance, certificate, permission or approval;
"Board"	the board of directors of Journey or the board of directors of Jaguar Holdings (as the case may be) and the terms "Journey Board" and "Jaguar Holdings Board" shall be construed accordingly;
"Business Day"	a day (other than a Saturday, Sunday or UK public holiday) on which clearing banks in the City of London are open for the transaction of general commercial business;
"Capita Asset Services"	a trading name of Capita Registrars Limited, whose registered office is at The Registry, 34 Beckenham Road, Kent, BR3 4TU, being Journey's registrar;
"Capital IQ"	S&P Capital IQ, a part of McGraw Hill Financial Inc.;
"Cash Consideration"	the cash consideration due to Scheme Shareholders under the terms of the Offer;
"certificated" or "in certificated form"	the description of a share or other security which is not in uncertificated form (that is, not in CREST);
"Closing Price"	the closing middle market price of a Journey Share on a particular trading day as derived from the AIM Appendix to the Daily Official List or from Capital IQ in the case of the volume weighted average Closing Price for the twelve months ended on 22 August 2016;
"CMA Phase 2 Reference"	a reference of the Offer to the chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013;
"Code"	The City Code on Takeovers and Mergers issued by the Panel;
"Companies Act 2006"	the Companies Act 2006 (as amended from time to time);
"Competition and Markets Authority"	a UK statutory body established under the Enterprise and Regulatory Reform Act 2013;
"Conditions"	the conditions to implementing the Proposals (including the Scheme) as set out in Appendix I to this announcement and to be set out in the Scheme Document;
"Court"	the High Court of Justice in England and Wales;
"Court Meeting"	the meeting of Voting Scheme Shareholders to be convened by order of the Court under section 899 of the Companies Act 2006 for the purposes of considering and, if thought fit, approving the Scheme (with or without amendment), and any adjournment thereof;
"CREST"	the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & Ireland Limited which facilitates the transfer of title to shares in uncertificated form;
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI2001 No. 3755), including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force;
"Daily Official List"	the Daily Official List published by the London Stock Exchange;
"Dealing Disclosure"	has the same meaning as in Rule 8 of the Code;
"Discretionary Private Clients"	two private client accounts under the discretionary management of Harwood Capital;
"Effective"	the Scheme having become effective pursuant to and in accordance with its terms;
"Effective Date"	the date on which the Scheme becomes Effective;
"Executive Chairman"	means the executive chairman of Journey appointed at the relevant time, which at the time of this announcement is Stephen Yapp;
"Existing Harwood Investors"	the funds managed and/or advised by or otherwise associated with Harwood Capital which currently hold Journey Shares, as detailed in section 9.3 of this announcement;
"Fairly Disclosed"	as publicly announced by or on behalf of Journey through (i) a Regulatory Information Service on or before the date of this announcement, (ii) the publication of such information on the main website maintained by Journey before the date of this announcement, (iii) filings made with the Registrar of Companies and appearing on Journey's or any member of the Wider Journey Group's file at Companies House within the last two years, or (iv) as fairly disclosed by any member of the Journey Group or any of its professional advisers, including any of its legal advisers and any of its financial advisers, to a member of the Jaguar Holdings Group or any of its professional advisers, including to any of its legal advisers and any of its financial advisers, before the date of this announcement (including all matters contained in the written replies, correspondence, documentation and information provided in an electronic data room or sent to any member of the Jaguar Holdings Group or any of its professional advisers during the due diligence process and whether or not in response to any specific request for information made by any member of the Jaguar Holdings Group or any of its professional advisers);
"Financial Conduct Authority" or "FCA"	the Financial Conduct Authority in its capacity as the competent authority for the purposes of Part VI of the FSMA, including its successor(s) from time to time;
"Form of Election"	the form of election to be sent to Scheme Shareholders (other than Scheme Shareholders in a Restricted Jurisdiction) by or on behalf of the Company pursuant to which a certificated Scheme Shareholder may make an election for the Unlisted Securities Alternative in respect of some or all of his Scheme Shares;
"Forms of Proxy"	the form of proxy for use at the Court Meeting and the form of proxy for use at the General Meeting and "Form of Proxy" means either of them;
"FSMA"	the Financial Services and Markets Act 2000 (as amended from time to time);
"General Meeting"	the general meeting of Journey Shareholders to be convened in connection with the Proposals, and any adjournment thereof;
"Harwood Capital"	Harwood Capital LLP, a UK limited liability partnership incorporated under the Limited Liability Partnerships Act 2000 with registered number OC304213;
"Harwood Capital Management"	Harwood Capital Management Limited, a company incorporated in England and Wales under registration number 7667924 with limited liability having its registered office at 6 Stratton Street, Mayfair, London, W1J 8LD;
"Harwood Capital Management Group"	Harwood Capital Management and its subsidiaries;
"Harwood Funds"	certain discretionary investment management and/or advisory clients of Harwood Capital, including, inter alia, NASCIT, Oryx, HPE IV and the Discretionary Private Clients;
"HPE IV"	Harwood Private Equity IV L.P., an English limited partnership incorporated on 9 October 2014 under registration number LP016260;
"Independent Directors"	the independent directors of Journey able to recommend the Proposals, being Stephen Yapp, Alison Whittenbury, Joseph Golio, Graham Bird and Dimitri Goulandris;
"Jaguar Holdings"	Jaguar Holdings Limited, a company incorporated in England and Wales under registration number 09990680 with limited liability having its registered office at 50 Broadway, London SW1H 0BL;
"Jaguar Holdings Directors"	members of the Jaguar Holdings board of directors;
"Jaguar Holdings Group"	Jaguar Holdings and its direct and indirect holding companies (including, for the avoidance of doubt the Harwood Funds);
"Jaguar Holdings Ordinary Shares"	ordinary shares of 12 pence each in the capital of Jaguar Holdings;
"Jaguar Holdings Preference Shares"	zero-dividend redeemable preference shares of 228 pence each in the capital of Jaguar Holdings having the rights set out in the articles of association of Jaguar Holdings;
"Jaguar Holdings Share Unit"	a unit comprising one Jaguar Holdings Ordinary Share and one Jaguar Holdings Preference Share;
"Jaguar Holdings Shares"	Jaguar Holdings Ordinary Shares and/or Jaguar Holdings Preference Shares;
"Journey" or the "Company"	Journey Group plc, a company incorporated in England and Wales with registered number 01944667 whose registered office is at Building One, The Square, Southall Lane, Southall, Middlesex, UB2 5NH;
"Journey Directors"	members of the Journey board of directors;
"Journey Group"	Journey and its subsidiary undertakings;
"Journey Share Option Schemes"	the share option schemes, operated by Journey;
"Journey Shareholders"	registered holders of Journey Shares from time to time;
"Journey Shares"	ordinary shares of 25 pence each in the capital of the Company;
"Loan Notes"	the 10 per cent. fixed rate US$1 nominal amount unsecured loan notes, created by the Loan Note Instrument;
"Loan Note Instrument"	the instrument constituting the Loan Notes, executed by Jaguar Holdings on 23 August 2016;
"London Stock Exchange"	London Stock Exchange plc, a public company incorporated in England and Wales under number 2075721, together with any successors thereto;
"Longstop Date"	means 30 November 2016, or such later date (if any) as Jaguar Holdings and Journey may agree and (if required) the Panel and the Court may allow;
"Main Market"	the main market of the London Stock Exchange;
"Meetings"	the Court Meeting and the General Meeting;
"NASCIT"	North Atlantic Smaller Companies Investment Trust Plc, whose shares are traded on the Main Market, whose registered number is 01091347;
"NASCIT Subscription Agreement"	the agreement dated 23 August 2016 and made between Jaguar Holdings and NASCIT, under which NASCIT has agreed to subscribe in cash at par for up to £10 million nominal amount in US Dollars of Loan Notes;
"Offer"	the recommended offer of 240 pence in cash to be made by Jaguar Holdings for the entire issued and to be issued share capital of Journey on the terms and conditions to be set out in the Scheme Document and the Form of Election including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer;
"Offer Period"	the offer period (as defined by the Code) relating to Journey, which commenced on 23 August 2016, being the date of this announcement, and ending on the Effective Date;
"Offer Price"	240 pence per Journey Share;
"Opening Position Disclosure"	has the same meaning as in Rule 8 of the Code;
"Options"	subsisting options or awards to acquire or subscribe for Journey Shares granted in accordance with the terms of any of the Journey Share Option Schemes;
"Oryx"	Oryx International Growth Fund Limited, a closed-ended investment company incorporated in Guernsey, whose shares are traded on the Main Market, whose registered number is GG28917;
"Overseas Shareholders"	Journey Shareholders (or nominees of, or custodians or trustees for, Journey Shareholders) not resident in, or nationals or citizens of, the United Kingdom;
"Panel"	the Panel on Takeovers and Mergers;
"pence", "penny" or "p"	UK pence sterling, the lawful currency of the United Kingdom;
"pounds" or "£"	UK pounds sterling, the lawful currency of the United Kingdom;
"Proposals"	the Scheme and the other matters related to the Scheme to be considered at the Meetings;
"Receiving Agent"	Capita Asset Services;
"Registrar of Companies"	the Registrar of Companies in England and Wales;
"Regulatory Information Service"	any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements;
"Relevant Authority"	any central bank, government or governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction;
"Restricted Jurisdiction"	United States, Australia or any other jurisdiction where the relevant actions may constitute a violation of the relevant laws and regulations of such jurisdiction if information concerning the Proposals is sent or made available to Scheme Shareholders in such jurisdictions;
"Restricted Overseas Shareholders"	a person holding Journey Shares (including, without limitation, an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any person whom Journey (following consultation with Jaguar Holdings) reasonably believes to be in a Restricted Jurisdiction and persons in any other jurisdiction whom Journey (following consultation with Jaguar Holdings) is advised to treat as restricted overseas persons in order to observe the laws of such jurisdiction or to avoid the requirement to comply with any governmental or other consent or any registration, filing or other formality which Journey (following consultation with Jaguar Holdings) regards as unduly onerous;
"Rule"	a rule of the Code;
"Scheme"	the proposed scheme of arrangement under Part 26 of the Companies Act 2006 between Journey and each Scheme Shareholder (the full terms and conditions of which will be set out in the Scheme Document), with or subject to any modification, addition thereto or condition approved or imposed by the Court and agreed to by Journey and Jaguar Holdings;
"Scheme Court Hearing"	the hearing by the Court of the petition to sanction the Scheme;
"Scheme Court Order"	the order of the Court sanctioning the Scheme under section 899 of the Companies Act 2006;
"Scheme Document"	the formal document setting out the full terms and conditions of the Offer to be posted to Journey Shareholders and others containing, inter alia, details of the Scheme and the notices of the Meetings;
"Scheme Record Time"	means the scheme record time to be specified in the Scheme Document;
"Scheme Shareholders"	the holders of Scheme Shares;
"Scheme Shares"	all Journey Shares which are:
	(a) in issue at the date of the Scheme Document;
	(b) (if any) issued after the date of the Scheme Document but before the Voting Record Time; and
	(c) (if any) issued on or after the Voting Record Time but prior to the Scheme Record Time, on terms that the holder shall be bound by the Scheme, or in respect of which the original or any subsequent holder agrees in writing to be bound by the Scheme, which remain in issue at the Scheme Record Time, but excluding any Journey Shares held in treasury;
"Strand Hanson"	Strand Hanson Limited, the financial adviser to Jaguar Holdings and Harwood Capital;
"Stockdale Securities"	Stockdale Securities Limited, the financial adviser to Journey;
"Subscription and Transfer Agreement"	the agreement made between (i) Jaguar Holdings, (ii) Harwood Capital and (iii) NASCIT, dated 23 August 2016;
"Takeover Offer"	an offer by Jaguar Holdings to acquire the entire issued and to be issued ordinary share capital of Journey by way of a takeover offer under the Code;
"Termination Date"	the date 60 days after publication of the Scheme Document;
"UKLA"	the UK Listing Authority, being the FCA acting in its capacity as the competent authority for the purposes of FSMA;
"uncertificated" or "in uncertificated form"	recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland;
"United States", "USA" or "US"	the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all areas subject to its jurisdiction or any political sub-division thereof;
"Unlisted Securities Alternative"	the facility to be provided for in the Scheme whereby a Scheme Shareholder may elect, in respect of all or some of their Scheme Shares, to receive Jaguar Holdings Share Units in lieu of the Cash Consideration to which they are entitled under the terms of the Offer;
"US$" or "US Dollars"	US dollars, the currency of the United States;
"US Exchange Act"	the US Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations thereunder;
"US Person"	a US person as defined under Regulation S including, but not limited to, any natural person in the United States;
"US Securities Act"	The United States Securities Act of 1933 (as amended from time to time), and the rules and regulations promulgated thereunder;
"Voting Record Time"	the date and time specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined, expected to be 6.00 p.m. on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.30 p.m. on the second day before the date of such adjourned meeting;
"Voting Scheme Shareholders"	the holders of Scheme Shares (other than the Existing Harwood Investors who will each confirm their approval of, and agreement to be bound by, the Scheme in letters of confirmation);
"Watermark" or "Products Division"	the Watermark division operating out of: (i) Watermark Limited, a company incorporated in England and Wales under registration number 01475938, with limited liability having its registered office at Building One, The Square, Southall Lane, Southall, Middlesex, UB2 5NH; (ii) Watermark Asia Limited, a company incorporated in Hong Kong under registration number 0038959 with limited liability and having its registered office at Unit 910, 9/F, New Kowloon Plaza, 38 Tai Kok Tsui Road, Kowloon, HK; (iii) Watermark Asia Pacific Pty Limited, a company incorporated in Australia under registration number 129 132 805 with limited liability and having its registered office at Spaces, 111 Flinders Street, Surrey Hills NSW, and (iv) Watermark Asia Holdings Limited, a company incorporated in Hong Kong under registration number 0848546 with limited liability and having its registered office at Unit 910, 9/F, New Kowloon Plaza, 38 Tai Kok Tsui Road, Kowloon, HK, all indirectly 100 per cent. owned by the Company;
"Wider Jaguar Holdings Group"	the Jaguar Holdings Group and associated undertakings of Jaguar Holdings and any other body corporate, partnership, joint venture or person in which members of the Jaguar Holdings Group (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent; and
"Wider Journey Group"	the Journey Group and associated undertakings of Journey and any other body corporate, partnership, joint venture or person in which members of the Journey Group (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent.

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "parent undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act 2006.

All times referred to in this announcement are London times unless otherwise stated.

In this announcement, references to the singular include the plural and vice versa, unless the context otherwise requires and words importing the masculine gender shall include the feminine or neutral gender.

All references to legislation in this announcement are to English legislation unless the contrary is stated. Any references to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

END

This information is provided by RNS

The company news service from the London Stock Exchange

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Recommended Offer for Journey Group Plc

3.1 Terms

3.2 Availability

4. Transfer of Jaguar Holdings Shares

No transfers of Jaguar Holdings Shares are permitted save for, subject to rights of pre-emption, in the case of transfers to permitted transferees (see section 4.2 below) and transfers pursuant to the drag along rights (see section 4.3 below) and tag along rights (see section 4.5 below).

4.2 Permitted transfers

The permitted transferees are:

4.3 Drag along rights

4.4 Pre-emption on transfer

4.5 Tag along rights

5. Variation of rights

7. General meetings

8. Directors

8.1 Number of directors

8.2 Directors' shareholding qualification

8.3 Appointment of directors

8.4 Retirement of directors

8.5 Vacation of office

8.6 Chairman's casting vote at directors' meetings

9. Alternate director

10. Proceedings of the board

11. Remuneration of directors

12. Permitted interests of directors

13. Indemnity of directors

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Recommended Offer for Journey Group Plc

3.1 Terms

3.2 Availability

4. Transfer of Jaguar Holdings Shares

No transfers of Jaguar Holdings Shares are permitted save for, subject to rights of pre-emption, in the case of transfers to permitted transferees (see section 4.2 below) and transfers pursuant to the drag along rights (see section 4.3 below) and tag along rights (see section 4.5 below).

4.2 Permitted transfers

The permitted transferees are:

4.3 Drag along rights

4.4 Pre-emption on transfer

4.5 Tag along rights

5. Variation of rights

7. General meetings

8. Directors

8.1 Number of directors

8.2 Directors' shareholding qualification

8.3 Appointment of directors

8.4 Retirement of directors

8.5 Vacation of office

8.6 Chairman's casting vote at directors' meetings

9. Alternate director

10. Proceedings of the board

11. Remuneration of directors

12. Permitted interests of directors

13. Indemnity of directors

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