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Webb Capital Plc (WCAP)

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Thursday 06 December, 2012

Webb Capital Plc

Notice of General Meeting

                                                                6 December 2012


                               WEBB CAPITAL PLC                                

                       ("Webb Capital" or the "Company")                       

    Proposed Withdrawal from ISDX Growth Market - Notice of General Meeting    

Set out below is an extract from a letter which is being posted to shareholders
in Webb Capital today.

Dear Shareholder,

                  Proposed WITHDRAWAL FROM ISDX GROWTH MARKET                  

1. Background to and reasons for Withdrawal

The Directors of Webb Capital  have been aware, for  some time, of an absence of
liquidity in the Ordinary  Shares of the Company  and they have  concluded  that
the best interests of the  Shareholders  would  be  served  by  withdrawing  the
Ordinary Shares from trading on  the ISDX Growth Market. The proposed Withdrawal
will also save fees associated with  maintaining the Company's listing and  free
up management time previously  spent complying with the ISDX Growth Market Rules
for Issuers.

On 4 December 2012, in accordance with the ISDX Growth Market Rules for Issuers, 
Webb Capital announced that it was proposing to  withdraw  its  Ordinary  Shares 
from trading on the ISDX Growth Market  and that Shareholders had a period of 10 
business days within which to object to the proposed Withdrawal. The Company has
subsequently been notified that a  Shareholder  has  objected  to  the  proposed 
Withdrawal. The Directors are not aware of  the  reason  for  the  Shareholder's 

Under the ISDX  Growth  Market Rules for  Issuers, where  objections  have  been
raised to a proposed withdrawal it is a  requirement  that  such  withdrawal  is
made conditional on the consent of 75 per cent. of votes  cast  by  Shareholders
voting at a general meeting. Accordingly, a General Meeting of  the  Company  is
being convened for 10.30 a.m. on 3 January 2013, at which a  special  resolution
will be proposed to approve the Withdrawal  of  the  Company's  Ordinary  Shares
from trading on the ISDX Growth Market. Notice of the  General  Meeting  is  set
out at the end of this document.

If the Resolution is approved at the  General  Meeting, the  Company's  Ordinary
Shares will be withdrawn from the ISDX Growth Market at the  close  of  business
on 3 January 2013.

2. Effect Of The Withdrawal On Shareholders

If the Company's Ordinary Shares are withdrawn from the ISDX Growth Market:

  * There would no longer be a market to trade in Ordinary Shares.
  * Upon the Withdrawal becoming effective,  the Company's  CREST facility will
    be cancelled and Shareholders  who hold Ordinary  Shares in  uncertificated
    form prior to Withdrawal will receive share certificates.
  * The Directors will continue to operate the Company as it has  been  run  to
    date and Shareholders will continue to be notified of financial results and
    other major developments at the Company.
  * The Company would no longer be required to comply with any of  the  typical
    corporate governance requirements for companies admitted  to trading  on  a
    public market.
  * The Company would no longer be subject to the ISDX Growth Market Rules  for
    Issuers  and  Shareholders  would therefore  no  longer  be  afforded  the
    protections given by the ISDX Growth Market Rules for Issuers.
3. City Code On Takeovers And Mergers

For a period of up to 10 years following Withdrawal  and  for  as  long  as  it
remains a public limited company,  the  Company  will  remain  subject  to  the
provisions of the City Code on Takeovers and Mergers.

4. Future Dealings In Ordinary Shares

The Directors are aware that Shareholders may still wish to acquire or dispose
of Ordinary Shares and accordingly, intend to  use  reasonable  endeavours  to
arrange alternative arrangements for dealing as  soon  as  possible  following

5. General Meeting

The General Meeting of the Company, the Notice of which is set out at the end
of this document, will be held at 10.30am on 3 January 2013 at Bow House,  1A
Bow Lane, London, EC4M 9EE.

6. Action to be taken

You will  find  enclosed  with  this  document a  Form  of  Proxy  for  use  by
Shareholders at the General Meeting. Whether or not you intend to be present at
the General Meeting, you are requested to complete and return the Form of Proxy
in accordance with the instructions printed  thereon. To  be  valid,  completed
Forms of Proxy must be received by Share Registrars Limited as soon as possible
and in any event not later than 10.30am on 31 December 2012 being 48 hours (not
including any part of a  day  which  is  not a  working day)  before  the  time
appointed for holding the General Meeting. Completion of a Form of  Proxy  will
not preclude you from attending the meeting and voting  in  person  if  you  so


The Directors consider the Withdrawal to be in the best interests of the  Group
and its Shareholders as a whole, and most likely to promote the success  of the
Group for the benefit of all of its Shareholders and accordingly recommend that
Shareholders vote in favour of the Resolution approving the  Withdrawal  to  be
proposed at the General Meeting as they intend to do in respect  of  their  own
beneficial holdings of Ordinary Shares, amounting, in  aggregate, to  2,852,234
Ordinary Shares, representing 27.20 per cent. of the  current  issued  Ordinary
Share capital of the Company.

Yours faithfully

Peter Webb


The Directors of Webb Capital PLC are responsible for  the  contents  of  this

For further information please contact:

Webb Capital PLC
Peter Webb - CEO                        Tel: 020 7634 9510

St Helens Capital Partners LLP
Mark Anwyl or Duncan Vasey              Tel: 020 7368 6959

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