Broker Upgrades and Downgrades & Key UK Corporate Snapshots 21 December 2015

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Artilium Plc (ARTA.L) Announced that it has, through its subsidiary Comsys, signed a contract with iTalk Global, a service network operator in the USA. iTalk Global has chosen Comsys’ voicemail solution to offer additional services to US customers.

Bailey (C.H.) Plc (BLEY.L) Announced, in its interim results for the six months ended 30 September 2015, that revenues dropped to £2.4 million from £2.7 million recorded in the same period a year ago. Loss after tax stood at £717,182, compared to a profit of £32,457.

BG Group Plc (BG..L) Announced that following satisfaction of the final pre-condition to the recommended combination and with the unanimous approval of both boards, it is today seeking the approval of the High Court to publish its scheme document and convene the related shareholder meetings. Following High Court approval, the scheme document will be published as soon as practicable, which is currently expected to be on 22 December 2015. Shell and BG shareholder meetings to approve the recommended combination are expected to be convened on 27 and 28 January 2016, respectively.

Cable & Wireless Communications Plc (CWC.L) Announced that the Liberty Global Directors and the company Directors announced that they had reached agreement regarding the terms of a recommended acquisition through which Liberty Global will acquire the entire issued and to be issued share capital of the company. The company announced today details of the Exchange Ratio and the Alternative Exchange Ratio as if the Exchange Ratio Calculation Time were 21 December 2015. The company Shareholders should note that this is for illustrative purposes only and that the Exchange Ratio Calculation Time is not, and will not be, 21 December 2015.

Caledonia Investments Plc (CLDN.L) Announced that it had agreed to acquire Gala Bingo Holdings Limited (“Gala Bingo”), the UK’s largest retail bingo operator, from Gala Coral Group Limited, in a transaction which valued the business at £241 million. The acquisition was conditional on change of control approval by the Gambling Commission, which Caledonia is pleased to advise has now been granted. Accordingly, the transaction has been completed. Caledonia has invested £92.3 million in cash for 98.9% of Gala Bingo’s equity. The slight variances from the amounts previously announced have arisen from closing balance sheet adjustments and a higher equity subscription from the management team. The balance of the acquisition costs has been funded by a £155 million senior debt facility provided by Intermediate Capital Group Plc.

Dairy Crest Group (DCG.L) Announced that it has purchased the outstanding 50% share of Promovita Ingredients Limited (“Promovita”) held by Fayrefield Foods Limited (“Fayrefield”) for a cash consideration of £6m, funded from existing borrowing facilities. This will allow Dairy Crest sole control over the development of the GOS, a prebiotic for use in infant formula and to fully benefit from the value that this business generates.

Falanx Group Limited (FLX.L) Announced that it has secured a new contract to provide cyber defence services for a major UK Government department, generating £312,000 in revenue for the company over the next four years, with £135,000 payable over the first six months. The contract will be delivered in partnership with MDS Technologies, a cloud computing services company.

Fastnet Equity Plc (FAST.L) Announced, in its interim results for the six months ended 30 September 2015, that it reported nil revenues during the period. Loss after tax narrowed to $1.5 million from $1.6 million recorded in the same period a year ago.

Gable Holdings Inc (GAH.L) Announced that it has entered into funding arrangements such that its wholly owned subsidiary, Gable Insurance AG, meets the initial capital requirements on 1 January 2016 necessary to move into the Solvency II regime. These funding arrangements are subject to approval by GIAG’s regulator, the Financial Market Authority Liechtenstein (“FMA”). These funding arrangements comprise a combination of quota share reinsurance and the issue of a new Convertible Loan Note Instrument under which Gable has raised £3.96 million led by its CEO, William Dewsall. Separately, the company, announced that pursuant to Rule 13 of the AIM Rules for Companies, the participation by directors of Gable constitute related party transactions. The independent directors of Gable consider, having consulted with its nominated adviser Zeus Capital Limited, that the terms of the transactions are fair and reasonable insofar as its shareholders are concerned.

Hammerson Plc (HMSO.L) Announced that it has exchanged contracts for the sale of two assets for a total of £87 million, including its wholly owned shopping centre Monument Mall in Newcastle-upon-Tyne to the Standard Life Investments UK Property Fund for gross proceeds of £75 million. The company has also sold a small land interest in Kingston-upon-Thames to St George for £12 million.

Indus Gas Limited (INDI.L) Announced, in its interim results for the six month period ending 30 September 2015, that revenue stood at $22.63 million, compared to $17.04 million in the same period last year. Operating profit stood at $16.78 million, compared to $12.98 million. Profit after tax was $6.48 million, compared to $7.23 million. Diluted earnings per share stood at $0.04, compared to $0.04.

IP Group Plc (IPO.L) Announced that portfolio company Diurnal Group plc (“Diurnal” or “the Company”), a specialty pharmaceutical company targeting patient needs in chronic endocrine (hormonal) diseases, has published its Admission Document following a successful £30 million fundraising and has applied for the Admission of its entire issued and to be issued share capital to AIM, a market operated by London Stock Exchange. Diurnal has conditionally raised approximately £30 million by way of a placing of new ordinary shares of 5.0p each in the Company at 144 pence per Share to institutional and other investors and through IP Group making a convertible loan available to it. Diurnal will issue 17,603,759 Shares, raising gross proceeds for the Company of approximately £25.3 million. A total of 52,210,759 Shares will be in issue immediately following Admission. Following completion of the Placing and Admission, IP Group will be beneficially interested in 23,488,264 ordinary shares in Diurnal, representing 45.0% of Diurnal’s enlarged issued share capital, valued at £33.8 million at the Placing Price. The transaction will result in an unrealised fair value gain to the Group of £14.6 million at the Placing Price. IP Group has committed £8.1 million to the Placing and, in addition, is providing approximately £4.7 million to the Company by way of a five year, interest-free, unsecured convertible loan, convertible at the Placing Price. Admission is expected to occur on Thursday, 24 December 2015, under the ticker symbol ‘DNL’

NB Global Floating Rate Income Fund Limited (NBLS.L) Announced that the Directors have stated an intention not to offer a scrip dividend at any time that the Shares trade at a material discount to the Net Asset Value per share. The Directors are aware that recent take-up of the scrip dividend option has fallen. Accordingly, in light of the administrative costs associated with offering the scrip dividend and the current discount to NAV at which the shares trade, the company has determined to suspend the scrip dividend option until further notice. The Directors will continue to monitor the discount to NAV at which the shares trade and, if deemed appropriate, may re-introduce the scrip dividend option in connection with future dividends. However, the board realises that certain investors who hold the shares would prefer to focus on the generation of capital growth and would rather re-invest the dividend proceeds in additional shares. Accordingly, a dividend re-investment plan is being introduced which would allow those shareholders who choose this option automatically to re-invest dividends on an efficient basis. There are significant differences between the dividend re-investment plan and the historic offer of scrip dividends.

Patagonia Gold Plc (PGD.L) Announced an update on positive changes to certain economic and fiscal policies in Argentina post elections. The restrictive and complicated procedure for importation of goods and services referred to as DJAI (Declaracion Jurada Anticipada de Importacion) introduced on 10 January 2012 by the prior government is scheduled to be abolished effective 31 December 2015. The elimination of this procedure will expedite the process of importing necessary machinery and spare parts as well as services for the company, which is expected to improve efficiencies and have a positive impact on production. Furthermore, on 16 December 2015, the new government lifted exchange controls and the Argentine Peso would now float freely in terms of other currencies. In addition on 17 December 2015, the Central Bank of Argentina devalued the local currency by approximately 50% resulting in the exchange rate moving from $9.80 to the US Dollar to an opening exchange rate of $14 to the US Dollar. As a result, the directors are confident that these new measures would positively impact the company’s business in Argentina and would open new opportunities for expanding their operations in the country.

Polo Resources Limited (POL.L) Announced, in its results for the 12 months ended 30 June 2015, that group operating loss stood at $59.58 million, compared to a loss of $29.73 million in the same period last year. Loss after tax was $61.18 million, compared to a loss of $19.11 million. Diluted loss per share stood at 20.50c, compared to a loss of 6.55c.

Polymetal International Plc (POLY.L) Announced that it has been added to both the FTSE4Good Global Index and FTSE4Good Europe Index for the first time, effective from Monday, 21 December 2015.

Randgold Resources Limited (RRS.L) Randgold Resources Limited and AngloGold Ashanti Limited announced their intention to form a joint venture to redevelop AngloGold Ashanti’s Obuasi mine in Ghana, subject among other things to the completion of satisfactory due diligence by Randgold and the agreement of a revised development plan. After undertaking a due diligence exercise, the former determined that the development plan would not satisfy its internal investment requirements. Accordingly, Randgold has decided to terminate the investment agreement entered into with AngloGold Ashanti, with immediate effect.

Real Estate Investors Plc (RLE.L) Announced the acquisition of investment properties in Wolverhampton and Coventry for a total consideration of £7.125 million in cash, producing total rental income of £730,362 p.a. at a net initial yield of 9.8%. In Wolverhampton, it acquired the Irish NAMA (National Asset Management Agency) a prime retail unit, producing £276,200 p.a. and let to River Island Clothing Ltd, with a net initial yield of 13.05%. The property was previously acquired for £5.4 million in August 2004. The lease is due to expire in March 2016 and REI is in discussions with the occupier to renew the lease. In Coventry, it acquired a multi-let office scheme, with a weighted average annual unexpired lease term (WAULT) to expiry of 11.33 years and 6.98 years to break, let to Yazaki Europe (major supplier to Land Rover), Chubb, Minitab and Saint-Gobain Building Distribution, producing £454,162 p.a., which incorporates a parcel of land for expansion, at a net initial yield of 8.37%

Reckitt Benckiser Group Plc (RB..L) Announced that Peter Harf intends to step down from the Board with immediate effect, in order to spend more time at JAB and its portfolio of companies

Royal Dutch Shell Plc (RDSA.L) Announced that, following satisfaction of the final pre-condition to the recommended combination and with the unanimous approval of both boards, BG is today seeking the approval of the High Court to publish its scheme document and convene the related shareholder meetings. Following High Court approval, the scheme document would be published as soon as practicable, which is currently expected to be on 22 December 2015. Shell and BG shareholder meetings to approve the recommended combination are expected to be convened on 27 and 28 January 2016, respectively.

Satellite Solutions Worldwide Group Plc (SAT.L) Announced that it has acquired the customers and related assets of Hetan Technologies S.A. and AVC Solutions Sp. Z.o.o., providers of satellite broadband services in Poland. The acquired customer bases and assets will be integrated with SSW’s existing operations in Poland under a new wholly owned subsidiary, Europasat Sp. Z.o.o., which has also acquired a Polish Telecoms operating licence. SSW will be working closely with Eutelsat, one of its satellite partners, to develop innovative business and consumer products to fuel the rapid adoption of satellite broadband across the country. Following completion of these two acquisitions, SSW is now the largest satellite broadband provider in Poland, and is well positioned to target an addressable market of nearly five million homes in Poland.

Sirius Minerals Plc (SXX.L) Announced, in its interim results for period to 30 September 2015, that operating loss stood at £4.62 million, compared to a loss of £6.64 million in the same period last year. Loss after tax was £4.74 million, compared to a loss of £6.72 million. Basic and diluted loss per share stood at 0.2p, compared to a loss of 0.4p.

Sound Energy Plc (SOU.L) Announced that works to connect the onshore Nervesa well to the national gas export pipeline have now commenced (the remaining works are expected to take approximately 40 days to conclude). On completion of the connection, the Company expects to secure first commercial production. SNAM, the owner of the national gas pipeline, has also confirmed that it has completed its work adjacent to the site and is now ready to receive gas under the gas sales agreement entered into between Sound Energy and Shell Energy Italia. The Company is pleased to invite investors to observe its webcam – which will now provide daily updates and is available via www.soundenergyplc.com.

South African Property Opportunities Plc (SAPO.L) Announced, in its final results for the year ended 30 June 2015, that revenue stood at £1.42 million, compared to £13.36 million in the same period last year. Operating loss stood at £6.15 million, compared to a loss of £2.27 million. Loss after tax was £6.91 million, compared to a loss of £8.97 million. Basic and diluted loss per share stood at 10.73p, compared to a loss of 15.16p.

Trakm8 Holdings Plc (TRAK.L) Announced that it has conditionally agreed to acquire the entire issued share capital of Route Monkey Holdings Limited (“Route Monkey”), a provider of technology solutions that optimise fleet routing, for a consideration of up to £9.1 million, including maximum deferred consideration of £2.0 million (the “Acquisition”). The Acquisition would be funded through a combination of a drawdown of new Trakm8 debt facilities, a placing of 1,801,802 new ordinary shares of one pence each in the Company (“Ordinary Shares”) at a price of 333p per Placing Share (the “Issue Price”) to raise £6 million (the “Placing”) and 184,441 new Ordinary Shares being issued as part of the consideration to the senior management shareholders of Route.

Weatherly International Plc (WTI.L) Announced that it has now executed a further Amendment and Restatement Agreement with Orion Mine Finance (Master) Fund I LP. The Amended Agreement has formalized the deferral in commencing repayments of the Tranche B facility, which was announced on 25 November 2015, with the first repayment of Tranche B now due in May 2016. In addition, the Amended Agreement provides a further Tranche D facility of $4 million.

Wood Group (John) Plc (WG..L) Announced the acquisition of Kelchner Inc. (Kelchner), a privately-owned US-based provider of construction and energy field services. Kelchner will operate within the onshore business of Wood Group PSN Americas, providing construction capabilities primarily to the midstream and upstream oil and gas sector in the Marcellus and Utica shale basins, and broader industrial sectors. Additionally, it also announced that William Setter, Group Financial Controller, will become Company Secretary with effect from 1 January 2016, following the announcement in October that Robbie Brown will step down from the role at the end of the year.