NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

FOR IMMEDIATE RELEASE

25 May 2012

RECOMMENDED PROPOSALS FOR THE CASH ACQUISITION

of

KEWILL PLC
by

KINETIC BIDCO LIMITED
an investment vehicle indirectly owned by the Francisco Partners Funds

to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

Results of Scheme Court Meeting and General Meeting

On 2 May 2012 it was announced that the boards of Kinetic Bidco Limited ("Bidco") and Kewill plc ("Kewill" or the "Company") had reached agreement on the terms of a recommended cash offer for Kewill by Bidco, an investment vehicle indirectly owned by the Francisco Partners Funds, for the entire issued and to be issued share capital of Kewill.  The Acquisition is to be implemented by way of a Court-approved scheme of arrangement (the "Scheme").

Kewill is pleased to announce that the meeting convened by the High Court of Justice and held earlier today (the "Scheme Court Meeting") and the subsequent general meeting (the "General Meeting") to approve the Scheme were each concluded successfully.

The Scheme Court Meeting

At the Scheme Court Meeting, a majority in number of the Scheme Shareholders who voted, either in person or by proxy, representing over 75% in value of all of the Scheme Shares voted, voted in favour of the Scheme and, accordingly, the resolution was passed.  The resolution proposed at the Scheme Court Meeting was taken on a poll. Details of the votes cast were as follows:

* Totals in person and by proxy

The General Meeting

At the General Meeting, the Special Resolution was passed as a special resolution on a show of hands. The full text of the Special Resolution is contained in the Notice of General Meeting set out in the Scheme Document.

The proxy voting results for the Special Resolution were as follows:

A vote withheld is not a vote in law and does not count in the total of votes cast.

Any proxy appointments which gave discretion to the Chairman have been included in the shares 'FOR' total.

Issued share capital eligible to vote: 90,971,175 shares of one penny each.

Next steps

Completion of the Acquisition remains subject to the satisfaction or, if appropriate, waiver of the Conditions and Certain Further Terms set out in the scheme document sent to Kewill Shareholders on 3 May 2012 (the "Scheme Document"), including, amongst other things, the sanction of the Scheme and the confirmation of the associated Capital Reduction by the Court.

It should be noted that the last day of dealings in, and for registration of transfers of, and disablement in CREST of, Kewill Shares will be the business day following the Scheme Court Hearing (which is expected to be 13 June 2012) following which Kewill Shares will be temporarily suspended from the Official List and the London Stock Exchange's main market for listed securities.

The Scheme Record Time will now be 6.00 p.m. on 14 June 2012.

It is expected that the Effective Date will be 15 June 2012.

A request will be made to each of the London Stock Exchange and the UKLA prior to the Effective Date to cancel the trading in Kewill Shares on the London Stock Exchange's main market for listed securities and to remove the listing of the Kewill Shares from the Official List, in each case, with effect from the business day after the Effective Date.

A detailed timetable of events for the Scheme is set out in the Scheme Document.  These dates are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme and confirms the associated Capital Reduction.  If the expected dates change, the Company will give notice of the changes in an announcement through a Regulatory Information Service.

Words and expressions defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this announcement.

Investec Bank plc, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Kewill and no one else in connection with the Acquisition and will not be responsible to anyone other than Kewill for providing the protections afforded to clients of Investec Bank plc nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

HSBC Bank plc, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Bidco and Francisco Partners and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Francisco Partners for providing the protections afforded to clients of HSBC Bank plc nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.  An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror.  A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.  If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on website

Copies of this announcement and the Scheme Document are available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at Kewill's website (www.kewill.com/uk), up to and including the Effective Date.

For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.

National Storage Mechanism

A copy of all resolutions passed at the Court Meeting and the General Meeting will shortly be available for inspection at the Financial Services Authority's National Storage Mechanism which can be accessed at www.hemscott.com/nsm.do.