Johnson Service Group Plc - Leaders in managed services

Johnson Service Group PLC (the “Company” or the “Group”)

6 August 2008

Open Offer of up to 49,945,035 new Ordinary Shares at 20 Pence Per Share

Appointment of Chairman

Highlights

The Group today announces a conditional Open Offer of up to 49,945,035 Open Offer Shares at 20 pence per share to raise up to £10.0 million (approximately £9.0 million net of expenses).  

On 11 June 2008, the Company announced a conditional non pre-emptive placing to institutional and other professional investors of 150,000,000 new Ordinary Shares at 20 pence per Ordinary Share to raise £30 million (approximately £27.8 million net of expenses). The Placing duly completed on 7 July 2008 and the net proceeds were principally used to reduce the most expensive tranche of the Company's bank debt. The Placing represented approximately 252.2 per cent. of the then existing issued share capital of the Company and approximately 71.6 per cent. of the Existing Issued Ordinary Share Capital.

The principal reason for making the Open Offer is to provide Qualifying Shareholders who did not participate in the Placing an opportunity to invest in the Company at the same price at which the Placing Shares were issued and to mitigate the dilutive effects of the Placing. Assuming full take up of the Open Offer, the Open Offer Shares will represent approximately 23.8 per cent. of the Existing Issued Ordinary Share Capital and 19.3 per cent. of the Enlarged Ordinary Share Capital.

The minimum pro rata entitlement of Qualifying Shareholders and Warrantholders under the Open Offer will be calculated on the following basis:

8 Open Offer Shares for every 10 Ordinary Shares or
entitlement to 10 Warrant Shares (as the case may be) held on the Record Date

and so in proportion for any greater or lesser number of Qualifying Ordinary Shares or entitlement to Warrant Shares (as the case may be) then held.

Excess applications may be made and, if appropriate, will be scaled down in such manner as the Directors determine, in their absolute discretion. It is intended that excess applications will be satisfied pro rata (or as nearly as practicable) to the relevant holder’s Basic Entitlement.

The Open Offer is also being made to provide Qualifying Shareholders and Warrantholders with an opportunity to inject additional financial resources into the Group. The Open Offer is not being underwritten so there can be no guarantee that the Open Offer Shares will be taken up by Qualifying Shareholders or Warrantholders and therefore no guarantee that any funds will be raised by the Company pursuant to the Open Offer.
Shareholders should note that the 150,000,000 Placing Shares issued by the Company on 7 July 2008 pursuant to the Placing do not carry the right to participate in the Open Offer. The Placing Shares were issued credited as fully paid and rank pari passu with the Existing Ordinary Shares (including the right to receive all dividends or other distributions declared, made or paid thereon following Admission) except that the Placing Shares do not carry the right to participate in the Proposed Open Offer.  The Placing Shares will continue to trade on AIM with a separate distinct stock line until 8.00 a.m. on 7 August 2008 when they will merge with the Existing Ordinary Shares on ISIN GB0004762810.  

Each of the Executive Directors currently intends to at least take up their Basic Entitlement under the Open Offer.

Given the strong management in the Group’s three divisions, the Directors have decided that the appropriate Board structure in the future will be for the Group to be led by an Executive Chairman. In view of this and following the successful restructuring of the finances of the Group over the last seven months, Simon Sherrard will be stepping down as Chairman on 8 September 2008 (being the date of Admission of the Open Offer Shares to trading on AIM) and John Talbot will assume the position of Executive Chairman.

Simon Sherrard, Chairman of Johnson Service Group, commented:

“Following the successful Placing to raise £30 million which completed on 7 July 2008 I am delighted to now announce an Open Offer to provide Qualifying Shareholders an opportunity to invest in the Company at the same price as the Placing was effected.

"I leave Johnson Service Group in very capable hands with a very strong management team led by John Talbot. The Board intends to exploit the opportunities for growth in all three of the Group’s divisions while ensuring that the Group continues to generate acceptable levels of cash. The Board therefore views the future prospects of Johnson Service Group with confidence.

“I would like to wish John, the Board and the Company every success in the future”.

Enquiries:

Johnson Service Group PLC
020 7796 4133

Simon Sherrard, Chairman
John Talbot, Chief Executive

Investec (Nomad to Johnson Service Group)
020 7597 5000

Erik Anderson
Michael Lacey-Solymar
Martin Smith

Hudson Sandler
020 7796 4133

Michael Sandler
Wendy Baker
Fran Read

This summary should be read in conjunction with the full text of the following announcement.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any securities. This document provides you with information about the Open Offer, but does not invite you to participate in it.

Investec, which is authorised and regulated in the UK by the Financial Services Authority, is acting for Johnson Service Group PLC and for no one else in connection with the conditional Open Offer and will not be responsible to anyone other than Johnson Service Group PLC for providing the protections afforded to clients of Investec nor for providing advice to any other person in relation to the Open Offer.