Mayfair Cptl Inv Ltd

Offer for Timeweave plc

Offer for Timeweave plc

Mayfair Capital Investments Limited

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

CASH OFFER BY MAYFAIR CAPITAL INVESTMENTS LIMITED FOR TIMEWEAVE PLC

6 September 2012

Summary

Enquiries:
Dickson Minto W.S
Douglas Armstrong, 020 7628 4455

This summary should be read in conjunction with, and is subject to, the full text of this announcement and its Appendices which set out further details of the Offer.

Appendix 1 contains the conditions and certain further terms of the Offer. Appendix 2 contains the sources and bases of information used in the announcement. Appendix 3 contains the details of the irrevocable undertaking received by Mayfair. Appendix 4 contains definitions of certain terms used in this announcement.

IMPORTANT NOTICES

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer to sell or otherwise dispose of or an invitation to purchase, otherwise acquire or subscribe for any securities or the solicitation of any vote or approval or an offer to buy or subscribe for any securities pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which, when issued, will contain the full terms and the conditions of the Offer, including details of how the Offer may be accepted. The Offer Document will be posted to those Timeweave Shareholders able to receive it in due course. Those Timeweave Shareholders receiving the Offer Document are strongly advised to read it in full, as it will contain important information. Any acceptance or other response to the Offer shall be made only on the basis of the information in the Offer Document and the Form of Acceptance.

Dickson Minto W.S., which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Mayfair and for no one else in relation to the Offer and will not be responsible to anyone other than Mayfair for providing the protections afforded to clients of Dickson Minto W.S., nor for giving advice in relation to the Offer or any other matter or arrangement referred to in this announcement.

The Offer will be subject to the applicable rules and regulations of the London Stock Exchange and the City Code.

Overseas shareholders

This announcement has been prepared in accordance with English law and the City Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The laws of the relevant jurisdiction may affect the availability of the Offer to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Offer Document and/or the Form of Acceptance or any accompanying or related document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.

Unless otherwise determined by Mayfair and permitted by applicable law and regulation the Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or by any facility of any securities exchange of, the United States, Canada, Australia, or Japan or any other Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia, or Japan or any other Restricted Jurisdiction. Accordingly, neither this announcement nor the Offer Document is being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from the United States, Canada, Australia, or Japan or any other Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. All Timeweave Shareholders or other persons (including nominees, trustees or custodians) who would or otherwise intend to, or may have a contractual or legal obligation to, forward this announcement or the Offer Document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.

The Offer will be capable of acceptance only by persons outside the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Offering materials with respect to this Offer will not be, and may not be, distributed in or sent to the United States, Canada, Australia, Japan or any other Restricted Jurisdiction and may not be used for the purpose of solicitation of an offer to purchase or sell any securities in the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Any tenders received from persons resident in the United States, Canada, Australia, Japan or any other Restricted Jurisdiction or with United States, Canadian, Australian or Japanese mailing addresses or from a mailing address in any other Restricted Jurisdiction will be rejected.

The receipt of cash pursuant to the Offer by Timeweave Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other, tax laws. Each Timeweave Shareholder is urged to consult its independent professional adviser regarding the tax consequences of acceptance of the Offer.

Notice to US investors

The Offer will be made for securities of a United Kingdom company and Timeweave Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the City Code and United Kingdom disclosure requirements, format and style, all of which differ from those in the United States. Timeweave's financial statements, and all financial information that is included in this announcement or that may be included in the Offer Document or any other documents relating to the Offer, have been or will be prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial statements of United States companies or companies whose financial statements are prepared in accordance with US GAAP.

The Offer will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the requirements of the City Code, the Panel, the London Stock Exchange and the UK Financial Services Authority. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under United States domestic tender offer procedures and law. In the United States, the Offer will be made solely by Mayfair and not by its financial adviser.

Timeweave is a company incorporated under the laws of England and Wales. Mayfair is an international business company incorporated under the laws of the Bahamas. Substantially all of the assets of Timeweave and Mayfair are located outside the United States. As a result, it may not be possible for Timeweave Shareholders in the United States to effect service of process within the United States upon Timeweave or Mayfair or their respective officers or directors or to enforce against any of them judgements of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Timeweave or Mayfair or their respective officers or directors in a non-US court for violations of the United States securities laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgements of United States courts, based on the civil liability provisions of United States federal securities laws.

This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentally of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than (i) in accordance with the tender offer requirements under the US Securities Exchange Act, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Offer, or passed comment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence.

Cautionary statement regarding forward-looking statements

This announcement contains statements about Timeweave and Mayfair that are or may be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or similar expressions or the negative thereof are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Timeweave's or Mayfair's operations; and (iii) the effects of government regulation on Timeweave's or Mayfair's business.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual or expected results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. Due to such risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Timeweave and Mayfair disclaim any obligation to update any forward-looking or other statements contained herein, except as required by the City Code, the AIM Rules or applicable law. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. All subsequent oral or written forward-looking statements attributable to Timeweave, Mayfair or any of their respective members or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per Timeweave Share for the current or future financial years will necessarily match or exceed the historical published earnings per Timeweave Share.

Dealing disclosure requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 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 an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on website

A copy of this announcement and any other documents required to be put on display in accordance with Rule 26.1 of the City Code or published on a website in accordance with Rule 30.4 of the City Code is and will be available free of charge, subject to certain restrictions relating to persons resident outside the United Kingdom, for inspection at www.mayfaircapitalinvestments.com by no later than 12 noon (London time) on 7 September 2012.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

CASH OFFER BY MAYFAIR CAPITAL INVESTMENTS LIMITED FOR TIMEWEAVE PLC

1. Introduction

The Board of Mayfair announces the terms of a cash offer to be made by Mayfair to acquire all of the issued and to be issued Timeweave Shares which are not already owned or otherwise contracted to be acquired by Mayfair or any of its Associates.

The Offer will be 22 pence in cash for each Timeweave Share, valuing the existing issued ordinary share capital of Timeweave at approximately £49.6 million.

Mayfair is a company incorporated in the Bahamas and is ultimately owned as to 100 per cent. by the family interests of Mr Joe Lewis.

2. The Offer

The Offer will be subject to, amongst other things, the receipt of acceptances in respect of Timeweave Shares which, together with the Timeweave Shares acquired or agreed to be acquired before or during the Offer, will result in Mayfair (and any persons acting in concert with it) holding Timeweave Shares carrying more than 50 per cent. of the voting rights in Timeweave. Details of the further conditions and terms of the Offer are set out below (and in Appendix 1) and will be set out in the formal Offer Document and the Form of Acceptance when issued. Subject to these conditions and terms, the Offer will be made on the following basis:

for each Timeweave Share

             

22 pence in cash

The Offer will extend to all Timeweave Shares which are not held by Mayfair or any of its Associates and any further Timeweave Shares which are unconditionally allotted or issued and fully paid (or credited as fully paid) whilst the Offer remains open for acceptance (or by such earlier date as Mayfair may, subject to the City Code, decide). The Offer values the existing issued ordinary share capital of Timeweave at approximately £49.6 million and represents a premium of approximately 16 per cent. to the three month volume weighted average share price of 18.98 pence per Timeweave Share and a premium of approximately 13 per cent. to the closing middle-market price of 19.50 pence per Timeweave Share on 5 September 2012 (being the last Business Day prior to the commencement of the Offer Period).

The Timeweave Shares will be acquired by Mayfair fully paid and free from all liens, equities, charges, encumbrances, rights of pre-emption and other interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including the right to receive and retain all dividends and other distributions declared, made or paid after the date of this announcement. The conditions and certain further terms of the Offer are set out or referred to in Appendix 1.

3. Background to and reasons for the Offer

As noted below, Timeweave's principal assets comprise cash and two 50 per cent. investments. Although the Board of Timeweave is currently considering opportunities to invest Timeweave's cash, Timeweave does not currently carry on a significant stand alone trading business. Timeweave is also currently defending a legal claim of up to £15.48 million in relation to a business disposal.

Mayfair does not believe that Timeweave is suitable to be a publicly traded company and is therefore offering shareholders the opportunity to exit their current investment at a premium to the recent market price. The average closing middle-market price of a Timeweave Share over the three month period to 5 September 2012 (being the last Business Day prior to the commencement of the Offer Period) was 18.98 pence and the average daily volume of Timeweave Shares traded over this period was 326,000 Timeweave Shares.

4. Financing of the Offer

The Offer will be financed from Mayfair's existing cash resources.

Dickson Minto W.S., the financial adviser to Mayfair, is satisfied that sufficient financial resources are available to Mayfair to satisfy the cash consideration payable to Timeweave Shareholders in the event of full acceptance of the Offer.

5. Irrevocable undertaking

An irrevocable undertaking to accept the Offer or to procure acceptance of the Offer has been received by Mayfair from Henderson in respect of 35,625,379 Timeweave Shares, held by certain of their investment management clients, representing 15.80 per cent. of the existing issued ordinary share capital of Timeweave. The irrevocable undertaking is binding in all respects and is subject to the relevant offer documentation being sent to Timeweave Shareholders within specified time periods and no other person announcing a firm intention to make an offer (in accordance with Rule 2.7 of the Code) to acquire Timeweave's issued ordinary share capital at a price per ordinary share which is 24.2 pence or more and above the price of the Offer as most recently revised. Further details of the irrevocable undertaking received by Mayfair are set out in Appendix 3 and a copy of the irrevocable undertaking will be available on Mayfair's website www.mayfaircapitalinvestments.com while the Offer remains open for acceptance.

6. Information on Timeweave

The Timeweave Group is a 50 per cent. shareholder in a joint venture company, Amalgamated Racing Limited , which holds exclusive licenses with 34 racecourses to broadcast pictures, audio and data from these courses to licensed betting offices within the UK and the Republic of Ireland. The Timeweave Group also holds a 49.9 per cent. shareholding in DCD Media plc which is an AIM-listed independent TV production, rights and distribution group.

Timeweave also wholly owns and operates SportingWins Limited, a company which writes financial contracts ("hedging agreements") to cover financial risks of corporate clients which are dependent on the results of professional sports events.

Additionally, Timeweave holds cash and has embarked on an investment programme to acquire and invest in opportunities across targeted sectors.

Timeweave was incorporated in, and operates primarily in, the United Kingdom. Timeweave was incorporated on 27 June 1969 and has its registered offices situated at Lacon House, 84 Theobalds Road, London WC1X 8RW. Timeweave's ordinary shares are admitted to trading on AIM.

7. Information on Mayfair

Mayfair was incorporated on 27 September 2005 in the Bahamas. The registered office of Mayfair is Cay House, E.P. Taylor Drive, PO Box N7776, Lyford Cay, New Providence, The Bahamas. Mayfair has no publicly available financial information. The sole director of Mayfair is Mr Jefferson R. Voss.

Mayfair is ultimately beneficially owned as to 100 per cent. by the family interests of Mr Joe Lewis. Mr Joe Lewis is a British citizen who has investments in businesses across a range of sectors, including restaurants, sports and entertainment, life sciences, energy, manufacturing and distribution, financial services and real estate.

8. Disclosure of interests in Timeweave Shares

As at the date of this announcement, Mayfair owns 67,600,569 Timeweave Shares representing 29.99 per cent. of the issued share capital of Timeweave. Mayfair has also received an irrevocable undertaking to accept the Offer or to procure the acceptance of the Offer in respect of 35,625,379 Timeweave Shares representing 15.80 per cent. of the issued share capital of Timeweave (further details of this irrevocable undertaking are set out in paragraph 5 above). Accordingly Mayfair has a total interest in 45.79 per cent. of Timeweave's issued share capital.

Apart from such interests as at 5 September 2012 (being the last practicable Business Day prior to the commencement of the Offer Period) neither Mayfair nor, so far as Mayfair are aware, any person acting in concert (within the meaning of the City Code) with Mayfair for the purposes of the Offer, had an interest in or right to subscribe for relevant securities of Timeweave or had borrowed or lent any Timeweave Shares or securities convertible or exchangeable into Timeweave Shares (including pursuant to any long exposure, relevant securities of Timeweave whether conditional or absolute to changes in the price of securities) or right to subscribe for or purchase the same or holds any options (including traded options) in respect of or has any right to acquire any Timeweave Shares or derivatives referenced to Timeweave Shares ("Timeweave Securities"), nor does any such person have any short position (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 in relation to Timeweave Securities.

Mayfair confirms that it is today making an Opening Position Disclosure (as defined in the City Code) setting out the details required to be disclosed by it under Rule 8.1(a) of the City Code.

9. Compulsory acquisition, cancellation of trading and re-registration

If Mayfair receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more in nominal value of the Timeweave Shares to which the Offer relates (and 90 per cent. or more of the voting rights carried by Timeweave Shares to which the Offer relates) Mayfair shall have the right pursuant to the provisions of Chapter 3 of Part 28 of the 2006 Act to acquire compulsorily the remaining Timeweave Shares in respect of which the Offer has not been accepted. Mayfair intends to exercise this right.

Assuming the Offer becomes or is declared unconditional in all respects and provided that Mayfair has acquired or agreed to acquire 75 per cent. of the voting rights attached to the Timeweave Shares, Mayfair intends to procure the making of an application by Timeweave for the cancellation of admission to trading of Timeweave Shares on AIM in accordance with the AIM Rules.

If such an application is made, it is anticipated that cancellation of admission to trading on AIM will take effect no earlier than 20 clear Business Days after Mayfair has acquired or agreed to acquire 75 per cent. of the voting rights attaching to the Timeweave Shares. The cancellation would significantly reduce the liquidity and marketability of any Timeweave Shares not assented to the Offer at that time.

It is also intended that, following such cancellation, Timeweave will be re-registered as a private company under the relevant provisions of the 2006 Act.

10. Display documents

A copy of the irrevocable undertaking referred to in paragraph 5 above will be available on Mayfair's website www.mayfaircapitalinvestments.com by no later than 12 noon (London time) on 7 September 2012.

11. General

The Offer will be made on the terms and subject to the conditions set out herein and in Appendix 1 and to be set out in the Offer Document and the Form of Acceptance.

The Offer Document and the Form of Acceptance will be despatched to Timeweave Shareholders by Mayfair as soon as practicable and, in any event (save with the consent of the Panel) by 3 October 2012. Timeweave Shareholders are advised to read the Offer Document and the Form of Acceptance (if they are permitted to receive them) when distributed to them because they will contain important information.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

The Offer and the acceptances thereof will be governed by English law and will be subject to the jurisdiction of the English courts. The Offer will be subject to all applicable requirements of the City Code, the Panel and the London Stock Exchange.

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements. Further details in relation to overseas shareholders will be contained in the Offer Document.

In accordance with normal United Kingdom market practice and subject to applicable regulatory requirements, Mayfair or its nominees or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Timeweave Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom and under any other applicable requirement (including any US securities laws which may be applicable).

In accordance with Rule 2.10 of the City Code, the current issued share capital of Timeweave comprises 225,415,063 ordinary shares of 25 pence each. The international securities identification number for the Timeweave Shares is GB0000221894.

Details of the sources and bases of certain information set out in this announcement are included in Appendix 2. Appendix 3 contains details of the irrevocable undertaking received by Mayfair and Appendix 4 contains definitions of certain terms used in this announcement.

Enquiries:
Douglas Armstrong, 020 7628 4455
Dickson Minto W.S.

IMPORTANT NOTICES

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer to sell or otherwise dispose of or an invitation to purchase, otherwise acquire or subscribe for any securities or the solicitation of any vote or approval or an offer to buy or subscribe for any securities pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which, when issued, will contain the full terms and the conditions of the Offer, including details of how the Offer may be accepted. The Offer Document will be posted to those Timeweave Shareholders able to receive it in due course. Those Timeweave Shareholders receiving the Offer Document are strongly advised to read it in full, as it will contain important information. Any acceptance or other response to the Offer shall be made only on the basis of the information in the Offer Document and the Form of Acceptance.

Dickson Minto W.S., which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Mayfair and for no one else in relation to the Offer and will not be responsible to anyone other than Mayfair for providing the protections afforded to clients of Dickson Minto W.S., nor for giving advice in relation to the Offer or any other matter or arrangement referred to in this announcement.

The Offer will be subject to the applicable rules and regulations of the London Stock Exchange and the City Code.

Overseas shareholders

This announcement has been prepared in accordance with English law and the City Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The laws of the relevant jurisdiction may affect the availability of the Offer to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Offer Document and/or the Form of Acceptance or any accompanying or related document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.

Unless otherwise determined by Mayfair and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or by any facility of any securities exchange of, the United States, Canada, Australia, or Japan or any other Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia, or Japan or any other Restricted Jurisdiction. Accordingly, neither this announcement nor the Offer Document is being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from the United States, Canada, Australia, or Japan or any other Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. All Timeweave Shareholders or other persons (including nominees, trustees or custodians) who would or otherwise intend to, or may have a contractual or legal obligation to, forward this announcement or the Offer Document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.

The Offer will be capable of acceptance only by persons outside the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Offering materials with respect to this Offer will not be, and may not be, distributed in or sent to the United States, Canada, Australia, Japan or any other Restricted Jurisdiction and may not be used for the purpose of solicitation of an offer to purchase or sell any securities in the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Any tenders received from persons resident in the United States, Canada, Australia, Japan or any other Restricted Jurisdiction or with United States, Canadian, Australian or Japanese mailing addresses or from a mailing address in any other Restricted Jurisdiction will be rejected.

The receipt of cash pursuant to the Offer by Timeweave Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other, tax laws. Each Timeweave Shareholder is urged to consult its independent professional adviser regarding the tax consequences of acceptance of the Offer.

Notice to US investors

The Offer will be made for securities of a United Kingdom company and Timeweave Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the City Code and United Kingdom disclosure requirements, format and style, all of which differ from those in the United States. Timeweave's financial statements, and all financial information that is included in this announcement or that may be included in the Offer Document or any other documents relating to the Offer, have been or will be prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial statements of United States companies or companies whose financial statements are prepared in accordance with US GAAP.

The Offer will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the requirements of the City Code, the Panel, the London Stock Exchange and the UK Financial Services Authority. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under United States domestic tender offer procedures and law. In the United States, the Offer will be made solely by Mayfair and not by its financial adviser.

Timeweave is a company incorporated under the laws of England and Wales. Mayfair is an international business company incorporated under the laws of the Bahamas. Substantially all of the assets of Timeweave and Mayfair are located outside the United States. As a result, it may not be possible for Timeweave Shareholders in the United States to effect service of process within the United States upon Timeweave or Mayfair or their respective officers or directors or to enforce against any of them judgements of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Timeweave or Mayfair or their respective officers or directors in a non-US court for violations of the United States securities laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgements of United States courts, based on the civil liability provisions of United States federal securities laws.

This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentally of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than (i) in accordance with the tender offer requirements under the US Securities Exchange Act, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Offer, or passed comment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence.

Cautionary statement regarding forward-looking statements

This announcement contains statements about Timeweave and Mayfair that are or may be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or similar expressions or the negative thereof are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Timeweave's or Mayfair's operations; and (iii) the effects of government regulation on Timeweave's or Mayfair's business.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual or expected results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. Due to such risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Timeweave and Mayfair disclaim any obligation to update any forward-looking or other statements contained herein, except as required by the City Code, the AIM Rules or applicable law. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. All subsequent oral or written forward-looking statements attributable to Timeweave, Mayfair or any of their respective members or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per Timeweave Share for the current or future financial years will necessarily match or exceed the historical published earnings per Timeweave Share.

Dealing disclosure requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 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 an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on website

A copy of this announcement and any other documents required to be put on display in accordance with Rule 26.1 of the City Code or published on a website in accordance with Rule 30.4 of the City Code is and will be available free of charge, subject to certain restrictions relating to persons resident outside the United Kingdom, for inspection at www.mayfaircapitalinvestments.com, by no later than 12 noon (London time) on 7 September 2012.

APPENDIX 1

Conditions and certain further terms of the Offer

1. Conditions of the Offer

The Offer will be subject to the following conditions:

(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the First Closing Date of the Offer (or such later time(s) and/or date(s) as Mayfair may, with the consent of the Panel or in accordance with the City Code, decide) in respect of Timeweave Shares to which the Offer relates which, when aggregated with any Timeweave Shares which Mayfair shall have acquired or agreed to acquire, carry in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Timeweave. For the purposes of this condition, shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise shall be deemed to carry the voting rights they will carry when they are issued. In this condition:

(i) the expression "Timeweave Shares to which the Offer relates" shall be construed in accordance with sections 974 to 991 (inclusive) of the 2006 Act; and

(ii) valid acceptances shall be treated as having been received in respect of Timeweave Shares which are treated for the purposes of section 979(8) of the 2006 Act as having been acquired or contracted to be acquired by Mayfair by virtue of acceptances of the Offer;

(b) all necessary filings or applications having been made in connection with the Offer and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals (each an "Authorisation") deemed reasonably necessary or appropriate by Mayfair for or in respect of the Offer having been obtained in terms and in a form reasonably satisfactory to Mayfair from all appropriate third parties and all such Authorisations and all material authorisations, orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the Timeweave Group which is material in the context of the Timeweave Group as a whole or the ability of Mayfair to implement the Offer or which is otherwise material in the context of the Offer and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise unconditional and there being no notice in writing received by any member of the Timeweave Group or Mayfair or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same;

(c) no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, central bank or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice, or having taken any other steps which would or might reasonably be expected to:

(i) require, prevent or materially delay the divestiture, or materially alter the terms envisaged for any proposed divestiture, by any member of the Timeweave Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct its businesses (or any of them) or to own any of their respective assets or properties or any part thereof to an extent which is material in the context of the Timeweave Group taken as a whole;

(ii) require, prevent or materially delay the divestiture by Mayfair of any shares or other securities in Timeweave;

(iii) result in any member of the Timeweave Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Timeweave Group taken as a whole or in the context of the Offer;

(iv) impose any material limitation on, or result in a material delay in, the ability of Mayfair directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or securities convertible into shares in Timeweave or to exercise management control over any member of the Timeweave Group;

(v) otherwise adversely affect the business, assets, value, profits, prospects or operational performance of any member of the Timeweave Group in a manner which is adverse to and material in the context of the Timeweave Group taken as a whole or Mayfair;

(vi) make the Offer or the implementation of the Offer or the acquisition by Mayfair of any shares or other securities in, or control of Timeweave or any member of the Timeweave Group, void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, prohibit or materially restrain, restrict, delay or otherwise interfere with the same, or impose material additional conditions or obligations with respect thereto, or otherwise materially challenge or interfere therewith; or

(vii) impose any limitation on the liability of Mayfair or any member of the Timeweave Group to conduct, integrate or co-ordinate all or any part of their respective businesses with all or any part of the business of Mayfair and/or the Timeweave Group to an extent which is materially adverse to Mayfair and/or the Timeweave Group, in either case, taken as a whole or in the context of the Offer, and all applicable waiting and other time periods during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any Timeweave Shares having expired, lapsed or been terminated;

(d) save as disclosed in the annual report and accounts of Timeweave for the 52 week period ended 31 December 2011 or as publicly announced to a Regulatory Information Service by or on behalf of Timeweave prior to 5 September 2012, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Timeweave Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Offer or the proposed acquisition of any shares or other securities in Timeweave or because of a change in the control or management of any member of the Timeweave Group or otherwise, could or might reasonably be expected to result in, in each case to an extent which is material in the context of the Timeweave Group as a whole or which is material to the obligations of Mayfair in connection with the Offer:

(i) any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any member of the Timeweave Group, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any member of the Timeweave Group to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any member of the Timeweave Group thereunder being terminated or modified or affected or any obligation or liability arising or any action being taken thereunder;

(iii) any assets or interests of any member of the Timeweave Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

(iv) 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 such member;

(v) the rights, liabilities, obligations or interests of any member of the Timeweave Group or Mayfair in, or the business of any member or the Timeweave Group with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi) the business assets, financial or trading position, prospects or operational performance of any member of the Timeweave Group being prejudiced or adversely affected;

(vii) the creation or acceleration of any liability, actual or contingent, by any member of the Timeweave Group;

(viii) any liability of any member of the Timeweave Group to make any severance, termination, bonus or other payment to any of its directors or other officers, and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Timeweave Group is a party or by or to which any member of the Timeweave Group or any of its assets may be bound, entitled or subject, could or might reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this condition;

(e) save as disclosed in the annual report and accounts of Timeweave for the 52 week period ended 31 December 2011 or as publicly announced to a Regulatory Information Service by or on behalf of Timeweave prior to 5 September 2012:

(i) no adverse change or deterioration having occurred in the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Timeweave Group which in any such case is material in the context of the Timeweave Group taken as a whole or in the context of the Offer;

(ii) no member of the Timeweave Group, nor any trustee of any relevant pension scheme, having, since 31 December 2011, (I) proposed, made or agreed to any significant change to: (a) the terms of the trust deeds, rules, policies or other governing documents constituting any pension scheme or other retirement or death benefit arrangement established for the directors, former directors, employees or former employees of any entity in the Timeweave Group or their dependants (a "Relevant Pension Plan"); (b) the basis on which benefits accrue, pensions are payable or persons are entitled to accrue or be paid benefits, under any Relevant Pension Plan; (c) the basis on which the liabilities (including pensions) of any Relevant Pension Plan are funded or valued; (d) the manner in which the assets of any Relevant Pension Plan are invested; or (e) the basis or rate of employer contribution to any Relevant Pension Plan; or (II) entered into or proposed to enter into one or more bulk annuity contracts in relation to any Relevant Pension Plan; or (III) carried out any act: (a) which would or could reasonably be expected to lead to the commencement of the winding up of any Relevant Pension Plan; (b) which would or might create a material debt owed by an employer to any Relevant Pension Plan; (c) which would or might accelerate any obligation on any employer to fund or pay additional contributions to any Relevant Pension Plan; or (d) which would or might give rise directly or indirectly to any liability in respect of any Relevant Pension Plan arising out of the operation of sections 38 to 56 inclusive of the Pensions Act 2004 (as subsequently amended, and including any regulations made pursuant thereto) in relation to such plan;

(iii) no member of the Timeweave Group having, since 31 December 2011, proposed, made or agreed to any change to the trustees or trustee directors or other fiduciary of any Relevant Pension Plan;

(iv) no litigation, arbitration proceedings, prosecution or other legal proceedings (other than the current legal claim of up to £15.48 million which Timeweave is currently defending) to which any member of the Timeweave Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any third party against or in respect of any member of the Timeweave Group having been instituted, announced or threatened by or against or remaining outstanding in respect of any member of the Timeweave Group which, in any case, might be expected to have a material adverse effect on the Timeweave Group taken as a whole or in the context of the Offer;

(v) no contingent or other liability having arisen or become known to Mayfair which would be likely materially and adversely to affect any member of the Timeweave Group taken as a whole or in the context of the Offer; and

(vi) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Timeweave Group which is material in the context of the Timeweave Group taken as a whole or in the context of the Offer;

(f) save as disclosed in the annual report and accounts of Timeweave for the 52 week period ended 31 December 2011 or as publicly announced to a Regulatory Information Service by or on behalf of Timeweave prior to 5 September 2012, Mayfair not having discovered:

(i) that any financial, business or other information concerning the Timeweave Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Timeweave Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information accurate in all material respects, in each case in the context of the Timeweave Group taken as a whole or in the context of the Offer;

(ii) that any member of the Timeweave Group, or any partnership, company or other entity in which any member of the Timeweave Group has a significant economic interest is subject to any liability (contingent or otherwise) which is material in the context of the Timeweave Group taken as a whole or in the context of the Offer; or

(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Timeweave Group and which is material in the context of the Timeweave Group taken as a whole;

(g) no circumstances having arisen or event having occurred following the date of this announcement in relation to any intellectual property owned or used by any member of the Timeweave Group which would have a material adverse effect on the Timeweave Group taken as a whole or is otherwise material in the context of the Offer, including:

(i) any member of the Timeweave Group losing its title to any intellectual property material to its business, or any intellectual property owned by the Timeweave Group and material to is business being revoked, cancelled or declared invalid;

(ii) any claim being asserted in writing or threatened in writing by any person challenging the ownership of any member of the Timeweave Group to, or the validity or effectiveness of, any of its intellectual property; or

(iii) any agreement regarding the use of any material intellectual property licensed to any member of the Timeweave Group being terminated or varied;

(h) except as disclosed in the annual report and accounts of Timeweave for the 52 week period ended 31 December 2011 or as publicly announced to a Regulatory Information Service by or on behalf of Timeweave prior to 5 September 2012, no member of the Timeweave Group having:

(i) save as between Timeweave and wholly-owned subsidiaries of Timeweave issued, authorised or proposed the issue of additional shares of any class;

(ii) save as between Timeweave and wholly-owned subsidiaries of Timeweave, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii) other than to another member of the Timeweave Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

(iv) save for intra-Timeweave Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest other than in the ordinary course of business;

(v) save for intra-Timeweave Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vi) issued, authorised or proposed the issue of any debentures or, save in the ordinary course of business and save for intra-Timeweave Group transactions, incurred or increased any indebtedness or become subject to any contingent liability, in each case which is material in the context of the Timeweave Group, taken as a whole or in the context of the Offer;

(vii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(viii) implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business;

(ix) entered into or changed the terms of any contract with any director or senior executive of the Timeweave Group;

(x) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be materially restrictive on the businesses of the Timeweave Group or which involves or could involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business and which is, in each case, material in the context of the business of the Timeweave Group, taken as a whole or in the context of the Offer or which is reasonably likely to be materially restrictive on Mayfair's business taken as a whole;

(xi) entered into any licence or other disposal of intellectual property rights of any member of the Timeweave Group which are material in the context of the Timeweave Group taken as a whole;

(xii) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

(xiii) waived or compromised any claim which is material in the context of the Timeweave Group taken as a whole otherwise than in the ordinary course of business or in the context of the Offer;

(xiv) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;

(xv) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Timeweave Group in a manner which is material to the Timeweave Group taken as a whole;

(xvi) terminated or varied the terms of any agreement or arrangement between any member of the Timeweave Group and any other person in a manner which would or might be expected to have a material adverse effect on the financial position of the Timeweave Group taken as a whole; or

(xvii) taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Timeweave Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the City Code.

For the purposes of these conditions the "Timeweave Group" means Timeweave and its subsidiary undertakings, associated undertakings and any other undertakings in which Timeweave and/or such undertakings (aggregating their interests) have a significant interest and for these purposes "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the 2006 Act, and "significant interest" means a direct or indirect interest in 10 per cent. or more of the equity share capital (as defined in that 2006 Act).

2. Further terms of the Offer

(a) Mayfair reserves the right to waive the conditions in paragraphs l(b) to 1(h) of this Appendix 1 in whole or in part, for the purposes of the Offer. The condition in paragraph l(a) of this Appendix 1 cannot be waived.

(b) The conditions in paragraphs 1(b) to 1(h) of this Appendix 1 must be fulfilled, or waived, by midnight on the 21st day after the later of the First Closing Date of the Offer and the date on which the condition in paragraph 1(a) of this Appendix 1 is fulfilled (or in each such case such later date as Mayfair may, with the consent of the Panel, decide). Mayfair shall be under no obligation to waive or treat as satisfied any of the conditions in paragraphs 1(b) to 1(h) of this Appendix 1 by a date earlier than the latest date specified above for the satisfaction thereof, notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

(c) Except with the Panel’s consent, Mayfair will not invoke any of the conditions in paragraphs 1(b) to 1(h) of this Appendix 1 so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the relevant condition are of material significance to Mayfair in the context of the Offer.

(d) If Mayfair is required by the Panel to make an offer for Timeweave Shares under the provisions of Rule 9 of the City Code, then Mayfair may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule.

(e) Timeweave Shares acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, 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. Accordingly, insofar as a dividend and/or a distribution and/or a return of capital is proposed, declared, made, paid or payable by Timeweave in respect of a Timeweave Share after the date of this announcement, the price payable under the Offer in respect of a Timeweave Share will be reduced by the amount of the dividend and/or distribution and/or return of capital except insofar as the Timeweave Share is or will be transferred pursuant to the Offer on a basis which entitles Mayfair alone to receive the dividend and/or distribution and/or return of capital and to retain it. To the extent that a reduction in the price payable pursuant to the Offer in respect of a Timeweave Share is to apply in respect of a dividend and/or distribution and/or return of capital but that reduction in price has not been effected, the person to whom the price per Timeweave Share under the Offer is paid in respect of that Timeweave Share will be obliged to account to Mayfair for the amount of such dividend or distribution.

(f) In the event that the board of Timeweave recommends the Offer, Mayfair reserves the right, with the agreement of the board of Timeweave and the Panel (if required), to elect to implement the Offer by way of scheme(s) of arrangement pursuant to Part 26 of the 2006 Act (the "Scheme"). In such event, such offer will be implemented on the same terms (subject to appropriate amendments as may be required by law or regulation), so far as applicable, as those that would apply to the Offer. In particular, the condition in paragraph 1(a) of this Appendix 1 will not apply and the Scheme will become effective and binding following:

(i) approval of the Scheme at the court meeting (or any adjournment thereof) by a majority in number representing 75 per cent. or more in value of Timeweave Shareholders present and voting either in person or by proxy at the meeting;

(ii) the resolutions required to approve and implement the Scheme being those set out in the notice of general meeting of the Timeweave Shareholders being passed by the requisite majority at such general meeting; and

(iii) the sanction of the Scheme and confirmation of any associated reduction of capital by the Court (in each case with or without modification, and any such modification to be on terms reasonably acceptable to Timeweave and Mayfair) and an office copy of the order of the Court sanctioning the Scheme and confirming the cancellation of share capital which forms part of it being delivered for registration to the Registrar of Companies in England and Wales and being registered by him.

(g) The Offer will lapse and will not become effective if it is referred to the Competition Commission or the European Commission either initiates proceedings under Article 6(1)I EUMR or, following a referral by the European Commission under Article 9.1 EUMR to a competent authority in the United Kingdom, there is a subsequent reference to the Competition Commission, in either case before 1.00 p.m. (London time) on the First Closing Date of the Offer or the date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later. If the Offer lapses, the Offer will cease to be capable of further acceptances and Mayfair and Timeweave Shareholders shall cease to be bound by prior acceptances.

(h) If the Offer lapses it will cease to be capable of further acceptance. Timeweave Shareholders who have accepted the Offer and Mayfair shall then cease to be bound by acceptances delivered on or before the date on which the Offer lapses.

(i) The Offer will be governed by English law and be subject to the jurisdiction of the English courts, to the conditions set out above and below and in the Offer Document and the Form of Acceptance.

(j) The Offer will be on the terms and will be subject, inter alia, to the conditions which are set out in this announcement and those terms which will be set out in the Offer Document and Form of Acceptance and such further terms as may be required to comply with the rules and regulations of the City Code, the Panel and the London Stock Exchange. The Offer and any acceptances thereunder will be governed by English law.

(k) The availability of the Offer 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.

(l) The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

(m) If:

(i) Mayfair waives, in whole or in part, all or any of the conditions in paragraph 1 of this Appendix 1, as set out in paragraph 2(a) above; or

(ii) Mayfair is required by the Panel to make an offer for Timeweave Shares under the provisions of Rule 9 of the City Code, and Mayfair alters any of the above conditions as necessary to comply with the provisions of that Rule, as set out in paragraph 2(d) above; or

(iii) the price payable under the Offer in respect of a Timeweave Share is reduced by the amount of a dividend and/or a distribution and/or a return of capital (where the Timeweave Share is or will not be transferred pursuant to the Offer on a basis which entitles Mayfair alone to receive the dividend and/or distribution and/or return of capital and to retain it), as set out in paragraph 2(e) above,

Mayfair may extend the Offer Period and take such further action as required by the City Code or other applicable law.

APPENDIX 2

Sources and bases of information

  1. The value attributed to the existing issued ordinary share capital and other statements made by reference to the existing issued share capital of Timeweave are based upon 225,415,063 Timeweave Shares in issue on 5 September 2012, based on public information filed at Companies House in the United Kingdom at that date.
  2. Unless otherwise stated, all prices quoted for Timeweave Shares have been derived from the Daily Official List of the London Stock Exchange and represent closing middle-market prices on the relevant date.

APPENDIX 3

Details of the irrevocable undertaking to accept the Offer

Henderson has provided an irrevocable undertaking to Mayfair pursuant to which it has irrevocably undertaken, in its capacity as the discretionary investment manager of the beneficial owners of the Timeweave Shares whose names are set out below, to accept the Offer or to procure acceptance of the Offer in respect of a total of 35,625,379 issued Timeweave Shares representing in aggregate 15.80 per cent. of the existing issued ordinary share capital of Timeweave.

                 
Name      

Number of Timeweave
Shares

     

Percentage of issued
ordinary share capital

Henderson UK and
Irish Smaller
Companies Fund

      4,777,334       2.12
Strathclyde Pension Fund       8,127,137       3.60

The Alphagen Volantis
Fund Ltd

      22,720,908       10.08
Total       35,625,379       15.80

The irrevocable undertaking will lapse: (i) if the relevant offer documentation is not sent to Timeweave Shareholders within specified time periods; and (ii) in the event that another person announces a firm intention to make an offer (in accordance with Rule 2.7 of the Code) to acquire Timeweave's issued ordinary share capital at a price per ordinary share which is 24.2 pence or more and above the price of the Offer as most recently revised.

APPENDIX 4

Definitions

2006 Act

     

the Companies Act 2006

AIM

the Alternative Investment Market of the London Stock Exchange

AIM Rules

the AIM Rules for Companies published by the London Stock Exchange from time to time

Associate

shall be construed as "associates" is construed in sections 974 to 991 of the 2006 Act

Australia

the Commonwealth of Australia, its states, territories and possessions

Business Day

a day on which the London Stock Exchange is open for the transaction of business

Canada

Canada, its provinces and territories and all areas subject to its jurisdiction

City Code

the City Code on Takeovers and Mergers

Dealing Disclosure

a dealing disclosure made in accordance with Rule 8 of the City Code

First Closing Date

the 21st calendar day following the day of publication of the Offer Document or the following Business Day

Form of Acceptance

the form of acceptance and authority relating to the Offer which will, in the case of Timeweave Shareholders who hold their Timeweave Shares in certificated form, accompany the Offer Document

Henderson

Henderson Global Investors Limited and Henderson Alternative Investment Advisor Limited

Japan

Japan, its cities and prefectures, territories and possessions

London Stock Exchange

London Stock Exchange plc

Mayfair

Mayfair Capital Investments Limited, a company incorporated in the Bahamas

Offer

the cash offer to be made by Mayfair to acquire the entire issued and to be issued share capital of Timeweave not already owned or otherwise contracted to be acquired by Mayfair or any of its Associates, on the terms and subject to the conditions to be set out in the Offer Document and, where the context admits, any subsequent revision, variation, extension or renewal thereof

Offer Document

the document proposed to be sent to holders of Timeweave Shares containing, amongst other things, the terms and conditions of the Offer and, where appropriate, any other document(s) containing the terms and conditions of the Offer

Offer Period

the period commencing (and including the date of this announcement) and ending on whichever of the following dates shall be the latest: (i) 1.00 p.m. (London time) on the First Closing Date of the Offer; (ii) the date on which the Offer lapses; and (iii) the date on which the Offer becomes or is declared unconditional as to acceptances

Open Position Disclosure

an opening position disclosure made in accordance with Rule 8 of the City Code

Panel

The Panel on Takeovers and Mergers

Restricted Jurisdiction

any jurisdiction where local law or regulations may result in risk of civil, regulatory or criminal exposure or prosecution if information concerning the Offer is sent or made available to any Timeweave Shareholders in that jurisdiction

Timeweave

Timeweave plc, a public company registered in England and Wales under the registered number 00957155

Timeweave Group

Timeweave, its subsidiaries and subsidiary undertakings, as defined in the 2006 Act

Timeweave Shareholders

holders of Timeweave Shares

Timeweave Shares

ordinary shares of 25 pence each in the capital of Timeweave

United Kingdom or UK

the United Kingdom of Great Britain and Northern Ireland

United States or US

the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction

US GAAP

the Generally Accepted Accounting Principles in the United States

£

UK pounds sterling (and references to "pence" shall be construed accordingly)