Posting of Circular

Posting of Circular

Gresham House plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

8 October 2014

GRESHAM HOUSE PLC (“GRESHAM” OR “THE COMPANY”)

Posting of Shareholder Circular and AIM Admission Document

Notice of General Meeting

Further to the Company’s announcement earlier today, the Board of Gresham announces that a Circular is being posted to Shareholders today, containing a Notice of General Meeting at which Shareholder approval will be sought in order to implement the Proposals, including, amongst other things, the proposed cancellation of admission to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities of the Company’s ordinary shares ("Delisting"). The General Meeting is being convened for 10.00 a.m. on 31 October 2014 and to take place at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL.

In accordance with the Listing Rules, Delisting must be not less than 20 business days following the passing of the relevant Resolution at the General Meeting. It is anticipated that Delisting will occur at 8.00 a.m. on 1 December 2014, at which time the Company’s ordinary shares are expected to be admitted to trading on AIM.

As previously announced, the Company is also today publishing an admission document in relation to the proposed Admission to AIM, which document is being posted to Shareholders together with the Circular.

Copies of the Circular and Admission Document will shortly be available for inspection at the Company’s website, www.greshamhouse.com. In accordance with Listing Rule 9.6.1, a copy of the Circular will be submitted to the National Storage Mechanism where it will be available for inspection at www.morningstar.co.uk/uk/NSM. The New Articles (together with a comparison showing the proposed changes) will be available for inspection from today’s date until the close of the General Meeting at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL and at www.greshamhouse.com.

For further enquiries, please contact:	Â	Â	Â
Gresham House plc
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Brian Hallett				01489 570 861
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Westhouse Securities Ltd				020 7601 6100
Robert Finlay
Richard Johnson

Defined terms in this announcement shall have the same meaning as in the Company’s announcement earlier today.

Disclaimer

Westhouse, which is authorised in the UK under the FSMA and which is regulated by the Financial Conduct Authority, is acting as financial adviser, nominated adviser and broker in connection with the Proposals. Westhouse is acting exclusively for Gresham House plc in connection with the Proposals and for no-one else and will not be responsible to anyone other than Gresham House plc for providing the protections afforded to the clients of Westhouse nor for providing any advice in relation to the Proposals or the contents of this announcement or any transaction, arrangement or matter referred to herein.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities, pursuant to the Proposals or otherwise. The Proposals will be implemented solely by means of the Circular and Placing Agreement which will contain the full terms and conditions of the Proposals, including details of how to vote in respect of the Resolutions.

Overseas Shareholders

The distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Subject to certain exceptions, this announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any jurisdiction where to do so might constitute a violation of local securities laws or regulations.