THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. It contains proposals relating to Bailiwick Investments Limited on which you are being asked to vote. If you have sold or otherwise transferred all of your Shares, please forward this Circular together with any other accompanying documents at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. ____________________________________________________________________________ BAILIWICK INVESTMENTS LIMITED (an authorised closed-ended investment company incorporated under the laws of Guernsey with registered number 49479) Written Special Resolution of the Company Proposed issue of up to 20,000,000 ordinary shares of no par value in the Company ____________________________________________________________________________ The Company is an authorised closed-ended investment scheme in accordance with section 8 of the Protection of Investors (Bailiwick of Guernsey) Law, 1987 as amended and the Authorised Closed-Ended Investment Schemes Rules 2008. Neither the Guernsey Financial Services Commission nor the States of Guernsey Policy Council has taken any responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to it. The Guernsey Financial Services Commission has not reviewed this Circular and it, together with the States of Guernsey Policy Council, take no responsibility for the financial soundness of the Company or for the correctness of any statements made or opinions expressed with regard to it. This Circular should be read as a whole. Your attention is drawn to the letter from the directors of the Company set out in this circular which contains a recommendation from the directors that you vote in favour of the resolution proposed as a written special resolution of the Shareholders referred to below. The written special resolution of the holders of Shareholders in Bailiwick Investments Limited (the "Company ") (the " Resolution "), is set out on pages 5 and 6 of this Circular and, to be valid, must be completed, signed and returned in accordance with the instructions printed thereon and received at the Company's registered office as soon as possible but, in any event, so as to arrive no later than 12:00 p.m. on 17 December 2015. Once the requisite number of assenting votes, being 75% or more of the total number of Shares in issue in the Company, have been received at the Company's registered office prior to the date set out above, the Resolution shall be deemed passed in accordance with the provisions of the Companies (Guernsey) Law, 2008. 6574583.1 1 LETTER FROM THE CHAIRMAN OF BAILIWICK INVESTMENTS LIMITED (a company incorporated with limited liability under the laws of Guernsey with registered number 49479) Directors Registered Office David Lowe (Chairman) PO Box 141 John Henwood La Tonnelle House Charles Parkinson Les Banques St. Sampson Guernsey GY1 3HS 4 December 2015 To: the Shareholders Dear Shareholder Proposed issue of a further 20,000,000 ordinary shares ("Placing Shares") of no par value in the Company (the "Placing") at an issue price of 111.5p per share 1 Introduction and Proposals 1.1 The Company has agreed to take a minority stake in an investor grouping which will buy the Sandpiper Group, which includes a number of food retail businesses and franchises in Jersey and Guernsey and a Costa franchise business in Spain. It is anticipated that the Company will invest the majority of the Net Proceeds in the acquisition of the Sandpiper Group with the remainder of the Net Proceeds being used thereafter in line with the Company's investment policy and objectives. 1.2 A sale purchase agreement has been signed between the Company, the other investors and a seller grouping including investor entities of Europa Capital and Duke Street. The value of the consideration under the sale purchase agreement was determined on the basis of an extensive due diligence exercise and by reference to the latest audited and management accounts of the Sandpiper Group and is regarded by the board as a fair value price for the Sandpiper Group. The consideration payable will be satisfied in cash. 1.3 The scale of the transaction means it constitutes a disclosable transaction pursuant to the listing rules of the Channel Islands Securities Exchange Authority. Further detail of the transaction, including the latest audited accounts of the Sandpiper Group are contained in a revised listing document, a copy of which is attached hereto as Appendix A. 1.4 The transaction is subject to the approval of the Jersey Competition Regulatory Authority. It is anticipated that approval will be received by the end of 2015, shortly following which, the transaction will be completed. 1.5 Sandpiper is one of the largest private companies in the Channel Islands with 900 6574583.1 employees and ongoing turnover of circa £160 million. Following the recent sale of Cimandis, the business is now clearly focused on two divisions: Food Retail and Franchise. • Food Retail: The company is the second largest food retailer in the islands, controlling both their own chain of convenience stores together with franchise stores for Iceland and Marks & Spencer, Jersey. • Franchise Operations: The company's management have established operations for 10 UK brands in non-food and specialist brand retail. 1.6 Given the Sandpiper Group's position in the home market, the business has relatively limited scope for substantial growth within a geographically constrained environment. Management has therefore begun to leverage its expertise and franchise relationships into new territories. The company now has 8 Costa Coffee franchised outlets in Spain, covering the exclusive franchise territories of Madrid and Andalucía/Gibraltar. They are also currently developing options with other current franchisors to extend operations in both Spain and France which may be executed in the future. 1.7 It is the opinion of the Manager and the Company that the Sandpiper Group meets the investment criteria of the Company and will be able to contribute to the continuation of the current dividend policy. 1.8 The Manager believes that the acquisition of the Sandpiper Group gives the Company the opportunity to acquire a well-run, profitable business with significant property and business assets at a fair price. In arriving at this conclusion the investment manager believes that it has used prudent valuation inputs. The major ones being that property assets are valued at an initial yield of 8% and business assets are valued at an earnings multiple of four. The transaction will in the opinion of the Manager be earnings accretive from the date of acquisition. 1.9 The Board wishes to seek Shareholder approval to disapply existing pre-emption rights in respect of a proposed placing (the " Proposals "). The purpose of this Circular is to provide Shareholders with details of, and to seek Shareholder approval for, the Proposals. 1.10 It is the Company’s aim to raise up to £22,300,000 before expenses by the Placing, to assist in financing the Sandpiper investment and to provide working capital for future investments. Subject to the passing of the Resolutions, the Board intends to market the Placing to both existing and potential new Shareholders with an anticipated completion date on 18 December 2015 but in any event on or before 31 March 2016. 1.11 Additionally the Board proposes to make changes to the Company's investment management structure. 2 Disapplication of Pre-emption Rights 2.1 As a Guernsey-incorporated vehicle, the Company is not subject to any statutory requirements in respect of Shareholder pre-emption rights on the allotment of new Shares. The Company's previous listing document issued in December 2014 (the "Listing Document"), however, contains a restriction whereby no issue of Shares of an amount above 10% of the Company’s issued share capital will be made other than on a pre-emptive basis without the prior consent of a special resolution of 6574583.1 Shareholders. The Placing, if fully effected, would constitute an allotment of up to approximately 37.8% of the enlarged issued share capital of the Company. Shares will be issued at a price of 111.5 pence, a slight premium to NAV 2.2 The Board feels that, in light of the Placing, it is appropriate to seek the approval of Shareholders to disapply the pre-emption rights set out in the Listing Document. 2.3 It is not anticipated that the value of Shareholders’ current investment in the Company will be diluted as a result of the Placing. Although Shareholders’ shareholding in the Company will be diluted, it is the intention of the Company to remain fully invested and continue to follow its current investment strategy with the aim to increase Shareholder value. 3 Proposed Written Resolutions It is proposed to pass the following written special resolutions of the Company: "(1) IT IS RESOLVED as a special resolution of the Company that, the pre-emption provisions set out in section 10 of Part I of the Listing Document (as defined in the Circular dated 4 December 2015) be, and hereby are, disapplied in respect of the proposed issuing and allotting of up to twenty million shares (20,000,000) ordinary shares of no par value in the share capital of the Company to be effected as part of the Placing (as defined in the Circular dated 4 December 2015) prior to or on 31 March 2016; (the " Resolutions"). 4 Action to be taken by Shareholders You will find a counterpart of the Resolution enclosed with this circular. You are urged to complete and return the Resolution in accordance with the instructions set out thereon, as soon as possible but in any event by no later than 12:00 p.m.