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Woodspeen Training Group Plc (WSTP)

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Monday 22 December, 2014

Woodspeen Training Group Plc

Withdrawal and Notice of AGM


                                                               22 December 2014

                                                                   GB00B2PKCW45

                         WOODSPEEN TRAINING GROUP PLC                          

                                (the "Company")                                

 Proposed withdrawal from the ISDX Growth Market and Notice of Annual General  
                                    Meeting                                    

Set out below is the text of a letter which is being posted to shareholders in
the Company today. Copies of the letter will be available at 
www.woodspeentraining.co.uk and at www.isdx.com.

  * "Dear Shareholder,
   
  * Proposed Withdrawal from the ISDX Growth Market and Notice of Annual
    General Meeting of the Company
   
  * Background to and the reasons for the withdrawal
   
  * Further to the announcement released on 18th December 2014, the Company has
    agreed to sell its trading business, Woodspeen Training Limited, and such
    sale is due to complete on 5th January 2015.
   
  * Following such disposal, surplus cash in the Company will be returned to
    shareholders in the most tax efficient way, and the Directors expect that
    more information on the process for the return of cash to shareholders will
    be sent to shareholders in the coming weeks.
   
  * Following the disposal, the Company will no longer have an operating
    business. Accordingly, the Board concluded that it is in the best interests
    of the Company and its shareholders to seek a withdrawal from trading on
    the ISDX Growth Market ("ISDX"). This will cut costs significantly and a
    resolution to approve such withdrawal is included in the Notice of the
    Annual General Meeting at the end of this document.
   
  * Under the ISDX Rules, such a withdrawal resolution requires the consent of
    not less than 75 per cent. of votes cast by shareholders voting on that
    resolution at the Annual General Meeting. If the resolution is approved at
    the Annual General Meeting, the Company's ordinary shares are expected to
    be withdrawn from ISDX at the close of business on 30th January 2015.
   
  * Effect of withdrawal on shareholders
   
  * The principal effect of the withdrawal is anticipated to be a reduction in
    the liquidity and marketability of the Company's shares. There would no
    longer be a formal market mechanism enabling shareholders to trade their
    shares on ISDX or any other recognised market or trading exchange. The
    Directors intend to request that the Company's CREST facility will be
    cancelled and, although the ordinary shares will remain transferable, they
    will cease to be transferable through CREST. Instead, shareholders who hold
    ordinary shares in CREST should request their stockbroker to obtain a
    physical share certificate which will be despatched to them in due course
    following the withdrawal. Should any shareholders be uncertain of how to do
    this, they should seek the advice of their financial adviser.
   
  * With effect from the date of withdrawal from ISDX, the Company will cease
    to be obliged to announce material events, administrative changes or
    material transactions as they occur and will not have to announce results.
    The Company will also no longer be required to comply with any of the
    additional specific corporate governance requirements for companies
    admitted to trading on ISDX. It is, however, the intention of the Board to
    communicate with shareholders by post and (if requested) by email.
   
  * Upon the withdrawal becoming effective, Peterhouse Corporate Finance
    Limited will cease to be the Group's ISDX Corporate Adviser.
   
  * Whilst the Board believes that the withdrawal is in the interests of
    shareholders as a whole, it recognises that the cancellation of the
    Company's admission to trading on ISDX will make it more difficult for
    shareholders to buy and sell shares should they wish to do so.
   
  * Annual General Meeting
   
  * The Report and Accounts for the financial year ended 31st July 2014 are
    enclosed with this document. Notice of the Annual General Meeting, to be
    held at 10.30 am on 30th January 2015 at the offices of Memery Crystal LLP,
    44 Southampton Buildings, London WC2A 1AP, is set out at the end of this
    document.
   
  * Action to be taken
   
  * You will find enclosed with this document a form of proxy for use by
    shareholders at the Annual General Meeting. Whether or not you intend to be
    present at the Annual 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 Capita
    Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as
    soon as possible and in any event not later than 10.30 am on 28th January
    2015 being 48 hours 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 choose.
   
  * Recommendation
   
  * The Directors consider the withdrawal from ISDX to be in the best interests
    of the Company and its shareholders as a whole, and, accordingly, recommend
    that shareholders vote in favour of the resolution approving the withdrawal
    to be proposed at the Annual General Meeting, as they intend to do in
    respect of their own beneficial holdings of ordinary shares, amounting, in
    aggregate, to 6,443,856 ordinary shares, representing 18 per cent. of the
    current issued ordinary share capital of the Company.
   
  * Yours sincerely,
   
  * Charles Prior
    Chairman
    Woodspeen Training Group plc"
   
The Directors of the Company are responsible for the contents of this
announcement.

For further information please contact:

Woodspeen Training Group plc

Si Hussain 0786 283 7437

Lynn Chandler 0793 275 3799

Peterhouse Corporate Finance Limited

Mark Anwyl 020 7469 0930

a d v e r t i s e m e n t