Publication of Prospectus

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN.

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published by Menhaden Capital PLC in connection with the initial public offering and the admission of its ordinary shares (the "Ordinary Shares") to the premium segment of the Official List of the Financial Conduct Authority (the "Official List") and to trading on (i) the London Stock Exchange plc's main market for listed securities (the "London Stock Exchange") and (ii) the Social Stock Exchange Segment of the ICAP Securities & Derivatives Exchange Main Board. A copy of the Prospectus is available from the Company’s website at www.menhadencapital.com and a copy has been submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

MENHADEN CAPITAL PLC

Publication of prospectus in relation to the

Placing and Offer for Subscription of up to 150 million Ordinary Shares

at 100 pence per Ordinary Share and Admission to the premium segment of the Official List

and trading on (i) the London Stock Exchange’s main market for listed securities and (ii) the Social Stock Exchange Segment of the ICAP Securities & Derivatives Exchange Main Board.

9 July 2015 Menhaden Capital PLC (the “Company"), a newly incorporated investment fund focusing on matching patient capital with investment opportunities created by a global transition to an efficient use of energy and resources, today announces the publication of a prospectus in relation to an initial public offering (“IPO”) of shares on the main market of the London Stock Exchange. The Company is seeking to issue up to 150 million Ordinary Shares at 100 pence per Ordinary Share by way of a Placing and an Offer for Subscription.

Applications will be made to the Financial Conduct Authority (the “FCA”) for the Ordinary Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for such Ordinary Shares to be admitted to trading on (i) the London Stock Exchange's main market for listed securities and (ii) the Social Stock Exchange Segment of the ICAP Securities & Derivatives Exchange Main Board. The Company is structured as a UK closed-ended investment trust with an indefinite life (subject to a continuation vote being held every 5 years).

Investors in the Company are expected to be institutional investors, professional investors, high net worth investors and advised individual investors who understand the risks involved in investing in the Company and/or who have received advice from their fund manager or broker regarding investment in the Company. The IPO is being structured as (i) a placing and (ii) an offer for subscription available to investors, who are likely to be eligible to hold such investment via a New ISA. The Ordinary Shares should also qualify as a permissible asset for inclusion in a SIPP.

The latest time and date for receipt of Application Forms under the Offer and for placing commitments under the Placing is 11.00 a.m. on 28 July 2015. Admission and unconditional dealings are expected to commence at 8.00 a.m. on 31 July 2015. Numis Securities is acting as sole sponsor, corporate broker and bookrunner in relation to the IPO.

Investment objective

The Company's investment objective is to generate long-term Shareholder returns, predominantly in the form of capital growth, by investing in businesses and opportunities, irrespective of their size, location or stage of development, delivering or benefiting from the efficient use of energy and resources.

Whilst the intention is to pursue an active, non-benchmarked total return strategy, the Company will be cognisant of the positioning and performance of its Portfolio relative to the MSCI World Total Return Index (in Sterling). Accordingly, the Menhaden Team will take notice of the returns of that index with a view to outperforming it over the long term.

Investment Opportunity

The Menhaden Team believes that businesses that actively seek to identify and address these changes and the resulting need for efficient resource use, either for their own benefit or for the benefit of their customers through their products or services, are positioned to increase their profitability in the short and long term through cost savings and enhancing margins. Such businesses have recognised the need to adapt and change their business model or aspects of their business in response to resource challenges (which may also be driven by government and regulatory actions) and/or might operate, for example, in the fields of:

?              energy generation;

?              energy efficiency and storage; or

?              industrial processes, waste management or water management.

These businesses will have recognised and acted upon the direct and indirect financial benefits associated with efficient use of resources, in some cases well in advance of widespread acceptance of such benefits within financial and investment markets. The Menhaden Team believes that there is a growing understanding among corporates that companies either directly addressing these challenges, or factoring them into their long term plans, tend to outperform equity markets.

While these factors have been talked about for a number of years, the Menhaden Team believes that the investment opportunity is only now truly actionable, as demonstrated by the number of markets which were non-existent or in their infancy less than ten years ago and which are now of a meaningful size and growing rapidly on a global scale. Examples include:

?              LED Lighting: LED's share of the general lighting market has been historically negligible. However, McKinsey estimate that it was 9 per cent. (€5 billion) in 2011, and will grow to a 69 per cent. share, or €57 billion by 2020;

?              Catalytic Converters: in 2005, the market in heavy duty catalytic converters was negligible. Johnson Matthey estimates that this market will grow to a value of US$2.1 billion in 2015 and thereafter increase by approximately a further 50 per cent. by 2020;

?              Electric Vehicle Penetration: after decades with the traditional internal combustion engine acting as the dominant automotive powertrain, new powertrains are rapidly becoming popular. Conventional hybrids have gained a significant market share in the last two decades. For example, Toyota has already sold more than 6 million of its flagship Prius models to date, roughly 10 per cent. of which in Europe; and

?              Solar Module Installation: annual global solar installations have grown from just 2 gigawatts in 2006 to over 45 gigawatts in 2014; a doubling over installed capacity every 2 years.

Investment Policy

The Company's investment objective will be pursued through constructing a conviction-driven Portfolio consisting primarily of direct listed and unlisted holdings across different asset classes and geographies.

Asset allocation

The Company will invest, either directly or through External Funds, in a Portfolio that is comprised of three main allocations:

?              listed equity;

?              yield assets; and

?              special situations.

The flexibility to invest across asset classes affords the Company two main benefits:

?              it enables construction of a Portfolio based on an assessment of market cycles; and

?              it enables investment in all opportunities which benefit from the investment theme.

Once substantially invested, it is expected that the Portfolio will comprise approximately 20 to 25 positions. Typically, the Portfolio will not comprise fewer than 20 positions or more than 50 positions. For these purposes, an investment in an External Fund is treated as one position.

Geographic focus

The Portfolio will be predominantly focused on investments in developed markets, though if opportunities that present an attractive risk and reward profile are available in emerging markets then these may also be pursued.

While many of the companies forming the Portfolio will be headquartered in the UK, North America or Europe, it should be noted that many of those companies will be global in nature so their reporting currency may not reflect their actual geographic or currency exposures.

Investment restrictions

The Menhaden Team will not make an investment if it would cause the Company to breach any of the following limits at the point of investment:

?              no more than 20 per cent. of the Company's gross assets may be invested, directly or indirectly through External Funds, in the securities of any single entity; and

?              no more than 20 per cent. of the Company's gross assets may be invested in a single External Fund.

In addition, the Listing Rules currently restrict the Company from investing more than 10 per cent. of its total assets in other listed closed-ended investment funds, save that this investment restriction does not apply to investments in closed-ended investment funds which themselves have published investment policies to invest no more than 15 per cent. of their total assets in other listed closed-ended investment funds. The Company will comply with this investment restriction (or any variant thereof) for so long as such restriction remains applicable.

Borrowings

The Company may incur indebtedness for working capital and investment purposes, up to a maximum of 20 per cent. of the Net Asset Value at the time of incurrence. The decision on whether to incur indebtedness may be taken by the Investment Committee within such parameters as are approved by the AIFM and the Board from time to time. There will be no limitations on indebtedness being incurred at the level of the Company's underlying investments (and measures of indebtedness for these purposes accordingly exclude debt in place at the underlying investment level).

Investment Management

The AIFM of the Company will be Frostrow Capital LLP which is responsible for the Company's portfolio and risk management functions. The Investment Principals, being Ben Goldsmith and Alexander Vavalidis, are members of Menhaden Capital Management LLP ("Menhaden") and will carry out the day-to-day portfolio management activities relating to the Company. The Investment Principals, who have been seconded to the AIFM from Menhaden for the purpose of performing such activities, will identify and present investment opportunities for consideration to the Investment Committee. Ben Goldsmith founded the WHEB group, one of Europe's leading energy and resource-focused fund investment businesses. Alexander Vavalidis has eight years banking and investing experience at Manzanita Capital, a private equity firm, Credit Suisse and Dresdner Kleinwort.

The Investment Committee will consist of the Investment Principals and Graham Thomas who, as a secondee to the AIFM for such purpose, will act as non-executive chairman of the Investment Committee and has committed to provide half a day a week to his role. Graham has 21 years of banking and investing experience, including at RIT Capital Partners, Standard Bank, MidOcean Partners and Goldman Sachs. The Investment Committee will have ultimate responsibility for all investment and divestment decisions relating to the Company.  

In addition, the Investment Committee will be supported by a strategic advisory group comprising Micky Breuer-Weil (ex RIT Capital Partners), Constantine Papadimitriou (CEO, General Oriental) and Chad Pike (Blackstone).

The management fees will be 1.25 per cent. per annum on the first £150 million of the Company's net asset value and 1.0 per cent. per annum on any excess amount. In addition, there will be a performance fee of 10 per cent. over a compounding hurdle of 5 per cent. per annum, measured over three years with a high water mark and cap. The ongoing charges ratio is expected to be between 2.1 per cent. to 1.8 per cent. dependent on the issue size.

The Board

The Board comprises four independent non-executive directors from relevant and complementary backgrounds, offering experience in the investment management of listed funds and environmentally focused investments.

The Board is chaired by Sir Ian Cheshire who was the Group Chief Executive of Kingfisher plc from January 2008 until February 2015. Prior to becoming Group Chief Executive of Kingfisher he was Chief Executive of B&Q Plc from June 2005. His previous roles at Kingfisher included Chief Executive of International and Development, Chief Executive of e-Kingfisher and Group Director of Strategy and Development. Before joining Kingfisher in 1998 he worked for a number of retail businesses including Sears plc where he was Group Commercial Director.

Emma Howard Boyd has spent her 25-year career working in financial services, initially in corporate finance, and then in fund management, specialising in sustainable investment and corporate governance. As Director of Stewardship at Jupiter Asset Management, Emma was integral to the development of their reputation in the corporate governance and sustainability fields. This work included research and analysis on companies’ environmental, social and governance performance, engaging with companies at board level and public policy engagement.

Duncan Budge is Chairman of Spencer House Ltd., Dunedin Enterprise Investment Trust plc, Artemis Alpha plc, and a non-executive director of the World Trust Fund (SICAF) and Lowland Investment Company plc. He was previously a director of J. Rothschild Capital Management from 1988 to 2012 and a director and chief operating officer of RIT Capital Partners plc from 1995 to 2011. Between 1979 and 1985 he was with Lazard Brothers & Co. Ltd.

Howard Pearce is the founder and Executive Director of HowESG Ltd, a specialist environmental, stewardship and governance consultancy business. His non-executive roles include independent Chair of the F&C Responsible Investment Advisory Council, independent Chair of the Boards of the Avon, Berkshire and Wiltshire Pension Funds, Board member of Cowes Harbour Commission a UK trust port, and a Trustee member of the Board, plus Investment and Audit Committees of the NHS 'Above and Beyond’ charity. Between 2003 and 2013 he was the Head of the Environment Agency £2.3 billion pension fund and a member of its Pensions and Investment Committee.

Expected timetable

Latest time and date for receipt of Application Forms under the Offer	11.00 a.m. on 28 July 2015
Latest time and date for placing commitments under the Placing	11.00 a.m. on 28 July 2015
Result of Issue announced	29 July 2015
Admission and commencement of unconditional dealings in the Ordinary Shares	8.00 a.m. on 31 July 2015
Crediting of CREST accounts in respect of the Ordinary Shares	8.00 a.m. on 31 July 2015
Share certificates despatched	Week commencing 3 August 2015

The dates and times specified are subject to change in which event details of the new times and dates will be notified, as required, through an RIS. References to times are to London times unless otherwise stated. Capitalised terms in this announcement shall (unless expressly stated otherwise) have the meaning given to them in the Prospectus.

For further details contact:

Numis Securities (Investors)                          020 7260 1000

James Glass (Sales)
Maurice Franks (PCFM)
David Benda (Corporate Broking & Advisory)
Freddie Naylor-Leyland (Corporate Broking & Advisory)

MHP Communications (Media)                       020 3128 8100

Mark Lunn
Adam Leviton

Important Information

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus to be published by Menhaden Capital PLC (the "Company") in due course in connection with the admission of the shares in the capital of the Company to the Official List of the United Kingdom Listing Authority and to trading on (i) the London Stock Exchange's main market for listed securities and (ii) the Social Stock Exchange Segment of the ICAP Securities & Derivatives Exchange Main Board (the "Prospectus"). Copies of the Prospectus will, following publication, be available from the Company's registered office.

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the proposed Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

This announcement is for use in connection with preliminary discussions relating to the Company and in particular may not be used in making any investment decision.  This announcement should not be construed as a prospectus or offering document and investors should not subscribe for or purchase any shares in the Company on the basis of the information in this announcement.

This announcement is strictly confidential, may not be distributed to the press or any other person, may not be copied or produced in any form and may not be published, in whole or in part, for any purpose.  Failure to comply with this restriction may constitute a violation of applicable securities laws.  Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

This announcement contains only summary information and is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by the Company.  The information and opinions contained in this announcement are provided as at the date of the document and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, Menhaden Capital Management LLP ("Menhaden"), Frostrow Capital LLP ("Frostrow") or Numis Securities Limited ("Numis") or any of their affiliates or by any of their respective officers, employees or agents in relation to it. To the extent available, the industry and market data contained in this announcement come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data.  While Menhaden believes that each of these publications, studies and surveys has been prepared by a reputable source, none of the Company, Menhaden, Frostrow or Numis has independently verified such information.  In addition, certain of the industry and market data contained in this announcement come from Menhaden's own internal research and estimates based on the knowledge and experience of Menhaden's management in the markets in which it is proposed that the Company will operate.  While Menhaden believes that such research and estimates are reasonable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change.  Accordingly, reliance should not be placed on any of the industry, market or competitive position data contained in this announcement which may be out of date.

The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment when the definitive Prospectus is published. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. The document has not been approved by any competent regulatory or supervisory authority.

The information in this announcement may include forward-looking statements, which are based on the current expectations and projections about future events.  These forward-looking statements, as well as those included in any other material forming part of the preliminary discussions, are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions.  In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur.  Each of the Company, Menhaden, Frostrow and Numis and their affiliates and their respective officers, employees or agents expressly disclaims any and all liability which may be based on this announcement and any errors therein or omissions therefrom. No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any.  Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this announcement.  The information contained in this announcement will not be updated.  In particular, the target net dividend and target net return figures contained in this announcement should not be taken as an indication of the Company's expected future performance or results.  These are targets only and there is no guarantee that they can or will be achieved.  Accordingly, investors should not place any reliance on such targets.

This announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) in any jurisdiction nor shall it, or any part of it, or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction.  This announcement does not constitute a recommendation regarding any securities.

This announcement is only addressed to or directed at: (a) persons outside the European Economic Area ("EEA") to whom it is lawful to communicate; (b) persons in member states of the EEA who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors") and to whom this announcement may lawfully be communicated; (c) persons in the United Kingdom who are Qualified Investors and who: (i) have professional experience in matters relating to investments and fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (c)(i), (ii) and (iii) together being "Relevant Persons").  Any investment or investment activity to which this announcement relates is available only to and will only be engaged in with the persons referred to in (a), (b) and (c).  This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons: (a) who are not Qualified Investors; or (b) (if they are domiciled, resident or have a registered office in the European Economic Area) that are located in a member state of the European Economic Area other than Cyprus, Germany, Ireland, Luxembourg, Norway or any member state of the European Economic Area that has not transposed the AIFM Directive. For the purposes of this provision, "AIFM Directive" means Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers.

Neither this announcement nor any part or copy of it may be taken or transmitted into Australia, Canada, South Africa or Japan, or distributed directly or indirectly in Australia, Canada, South Africa or Japan.  Any failure to comply with this restriction may constitute a violation of the securities laws of those jurisdictions.  This announcement does not constitute an offer of securities to the public in the United States or in any other jurisdiction.  Persons into whose possession this announcement comes should observe all relevant restrictions.

The Company is not and will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act") and investors are not and will not be entitled to the benefits of that Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the securities may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act.  The securities have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"),  or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, taken up, exercised, renounced, delivered, distributed or transferred, directly or indirectly, into or within the United States or to, or for the account or benefit of, US persons as defined in Regulation S under the Securities Act ("US Persons").

Prospective investors should take note that any securities may not be acquired by (i) investors using assets of (A) an "employee benefit plan" as defined in Section 3(3) of US Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Tax Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code.

Numis is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Numis is acting for the Company and no one else in connection with the IPO and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Numis or for affording advice in relation to any transaction or arrangement referred to in this announcement. This announcement does not constitute any form of financial opinion or recommendation on the part of Numis or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities.

The contents of this announcement, which constitutes a financial promotion for the purposes of the Financial Services and Markets Act 2000, which have been prepared by and are the sole responsibility of the Company, have been approved solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 by Frostrow Capital LLP of 25 Southampton Buildings, London, WC2A 1AL.