Triple Plate Junction PLC : Incentivisation Arrangements – Joint Share Ownership Plan

Triple Plate Junction plc

(the "Company")

Incentivisation Arrangements - Joint Share Ownership Plan

The Company announces that on 30 January 2012 the Company's employee benefit trust ("EBT") subscribed for 18,571,124 new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") at a price of 4.65 pence per Ordinary Share pursuant to the implementation by the Company of a Joint Share Ownership Plan ("JSOP"). This is in accordance with the commitments that the Company announced on 19th January 2011 and 4th May 2011 and as set out on page 5 of its 2011 Annual Report and Accounts, and the resolutions passed at the Annual General Meeting on 30th September 2011. The number of Ordinary Shares to be held jointly by the EBT and participating directors and employees of the Company ("Participants") pursuant to the JSOP are as follows:

Director/Employee	Number of Ordinary Shares to be jointly subscribed for	Hurdle Value	Vesting date of Participant's interest
Bill Howell	2,000,000	7.5p	4 May 2014
	2,000,000	10p	4 May 2014
Chris Goss	1,000,000	7.5p	4 May 2014
	1,000,000	10p	4 May 2014
Simon Bullock	500,000	5.8125p	1 February 2014
Fraser McGee	12,071,124	5.8125p	13 January 2014

Under the JSOP, which is facilitated pursuant to a joint ownership agreement between the EBT and the Participants, the EBT retains the right to the current value of the Ordinary Shares and each Participant will have the right to any capital growth over and above a specified hurdle value (as listed above). The Participants may realise their interests in the jointly owned Ordinary Shares upon: (i) a change of control of the Company; (ii) a material asset sale by the Company; (iii) notice by the Participant at any time after the relevant vesting date (as listed above); or (iv), in certain circumstances, the Participant ceasing to be employed by the Company before the relevant vesting date. If the Participant leaves the group before the relevant vesting date then in general he will lose any entitlement under the JSOP. However if the Participant is a good leaver then he may retain a just and reasonable pro rata entitlement.

Options and Warrants in addition to the shares above held under the JSOP

As at today the Company has a total of : (i) 5,000,000 warrants in issue to acquire Ordinary
Shares at 1.2p each; and (ii) a further 443,780 warrants to acquire Ordinary Shares at 2.5p each. The Company has the following Share Options in issue:

Name

Price

(pence) Exercise Date

Expiry

Date Number

Share Options

issued

W Howell 1.1 3 years to 25/6/2013 25/06/2020 1,000,000

T Shearer 1.1 3 years to 25/6/2013 24/06/2020 2,500,000

T Shearer 1.0 19/1/2011 18/01/2021 4,200,000

T Shearer 1.0 Contingent 18/01/2021 900,000

C Goss 1.1 3 years to 25/6/2013 24/06/2020 500,000

C Goss 1.0 19/1/2011 18/01/2021 1,400,000

C Goss 1.0 Contingent 18/01/2021 300,000

P Gorman 1.1 3 years to 25/6/2013 24/06/2020 2,500,000

P Gorman 1.1 19/1/2011 18/01/2021 4,200,000

P Gorman 1.0 Contingent 18/01/2021 900,000

Total Share

Options issued 18400000

Note: Share Options may only be exercised between the first and tenth anniversaries of the date of grant by a person who remains a Director or employee and for a limited period following cessation of employment. No Options were exercised during the year ended 31 March 2011 (2010: nil exercised).

Bill Howell has relinquished Options over 2,533,333 Ordinary Shares granted to him between
2004 and 2006 under the Executive Share Option Scheme. Bill Howell is now instead entitled to a cash bonus in respect of these relinquished Options, based upon the difference between the strike price of the relevant Option and the price per Ordinary Share (not to exceed 50 pence) on the date of exercise. Details of the cash bonus are set out below:

Number of Options previously held	Strike Price for Cash Bonus to become payable	Expiry Date
1,200,000	29.5p per previously held Option	18 December 2013
400,000	30p per previously held Option	18 December 2013
933,333	39.5p per previously held Option	4 October 2014

Admission of new Ordinary Shares

Application has been made for admission of the 18,571,124 Ordinary Shares subscribed for by the EBT to be admitted to trading on the AIM Market of the London Stock Exchange plc. Such admission is expected to occur on 6 February 2012.

Total voting rights

As a consequence of the subscription for Ordinary Shares by the EBT, for the purposes of the
Financial Services Authority's Disclosure and Transparency Rules ("DTRs"), the Company notifies
the market that as at the date of this announcement the Company's issued share capital consists of 366,916,729 Ordinary Shares (with an additional 5,433,780 warrants issued and 18,400,000 ordinary shares under option, as detailed above), with each Ordinary Share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury.
The above figure of 366,916,729 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the DTRs.

Directors' i nterests

Following these joint subscriptions of Ordinary Shares, the Directors now have the following beneficial interests over Ordinary Shares:

Director	Number of Ordinary Shares held	Percentage of Issued Share Capital	Number of Options held	Shares jointly held pursuant to the JSOP
Tony Shearer	822,222	0.22	7,600,000	0
Chris Goss	711,111	0.19	2,200,000	2,000,000
Fraser McGee	111,111	0.03	0	12,071,124

For further information, please contact:

Triple Plate Junction plc

Fraser McGee [phone]

finnCap Ltd

Matthew Robinson/Christopher Raggett [phone]

Ocean Equities Limited

Guy W ilkes [phone]

FTI Consulting

Ben Brewerton/Oliver Winters [phone]