Captive Audience Display Solutions Plc - Share for Share Transaction

TIDMCADP

Captive Audience Display Solutions Plc - Share for Share Transaction
Captive Audience Display Solutions Plc

("CADS" or "the Company")

Share for Share Transaction

The directors of CADS are pleased to announced that pursuant to a Memorandum of Understanding ("MOU")
entered into between CADS and Proventus Energy PLC ("PE"), a company registered in England and having
its registered office at 2 Mill Street, Bedford, Bedfordshire, MK40 3HD CADS has agreed a share
transaction whereby it will acquire a 3.34% stake in ("PE").

The nature of the transaction is summarised as follows:

a) CADS will acquire a 3.916% stake in PE.

b) To complete this transaction as contemplated within the terms of the MOU, CADS will issue to PE
50,000,000 Ordinary Shares of ?0.0001 each at a price of ?0.02 to include a share premium of ?0.0199
per share.

c) Following the issue of these shares PE will hold 17.58% of the enlarged share capital of CADS.

In consideration for the issuance of such number of Ordinary shares, PE in turn will issue to CADS
3,340,000 of its Ordinary shares of GBP0.01 each.

d) The imputed value of the consideration being paid to CADS is considered to be ?0.02 per Ordinary
Share to be issued in CADS giving a total consideration of ?1,000,000.

The principal asset of PE is a wholly owned subsidiary company Proventus Energy Bulgaria
Ogranistschena Otgovomost Druschestvo ("OOD"), a company registered in Bulgaria, whose only asset is a
project which is 80% owned by that subsidiary company and known as Dobrotich Wind Farm Project,
Bulgaria. The Dobrotich Wind Farm Project has a total capacity of 200 MW, and is situated in Bulgaria
- East Europe at a distance of approximately 50 km from the Black Sea.

The rational for this transaction is to allow both companies to explore each other's business model
and to identify possible synergies and future revenue generating opportunities.

Following the issuance of the 50,000,000 Ordinary Shares by CADS, the total number of Ordinary Shares
in issue will be 284,348,564.

The Directors shareholding following the issuance remains at 22,700,769 which will represent 7.98% of
the enlarged share capital.

Liam McGrattan, Lisa McDonnell, Graham Curtis and Keith Jordan as Directors of Captive Audience
Display Solutions plc are responsible for the contents of this announcement.

Contact Details:

Captive Audience Display Solutions Plc
Mr. Liam McGrattan
Tel. Ireland: +353 1 823 0510

LHM Casey McGrath
Mr. Con Casey
Tel. Ireland: +353 1 495 9200
Con.casey@lhmcaseymcgrath.ie

Captive Audience Display Solutions plc

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