RECOMMENDED CASH ACQUISITION (9755C)

TIDMGOI

RNS Number : 9755C

GoIndustry-DoveBid PLC

09 May 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

9 May 2012

RECOMMENDED CASH ACQUISITION

Liquidity Services Limited ("Liquidity Services UK")

(a wholly-owned subsidiary of Liquidity Services, Inc.)

GoIndustry-DoveBid plc ("GoIndustry")

(to be implemented by way of a Scheme of Arrangement

under Part 26 of the Companies Act)

Summary

-- The GoIndustry Board and the Liquidity Services Board are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition to be made by Liquidity Services UK, a wholly-owned subsidiary of Liquidity Services, Inc. ("Liquidity Services"), of the entire issued and to be issued share capital of GoIndustry (the "Acquisition"). It is intended that the Acquisition will be effected by way of a scheme of arrangement made between GoIndustry and Scheme Shareholders under Part 26 of the Companies Act.

-- The GoIndustry Board intend unanimously to recommend the Acquisition to GoIndustry Shareholders.

-- Under the terms of the Acquisition, Scheme Shareholders will be entitled to receive 73 pence in cash for each GoIndustry Share held at the Scheme Record Time, valuing the entire issued and to be issued share capital of GoIndustry at approximately GBP7.30 million.

   --      The consideration of 73 pence for each GoIndustry Share represents:-

- a premium of approximately 54 per cent. to the Closing Price of 47.5 pence per GoIndustry Share on 30 April 2012, being the last Business Day prior to the commencement of the Offer Period; and

- a premium of approximately 12 per cent. to the Closing Price of 65 pence per GoIndustry Share on 8 May 2012, being the last Business Day prior to the date of this announcement.

-- The consideration payable under the terms of the Acquisition will be funded from Liquidity Services' existing cash resources.

-- It is intended that the Acquisition will be effected by way of a scheme of arrangement made between GoIndustry and Scheme Shareholders under Part 26 of the Companies Act. The Scheme will require the approval of the Scheme Shareholders and the sanction of the Court. Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether they attend or vote at the Court Meeting or the General Meeting (and, if they attended and voted, whether or not they voted in favour).

-- Liquidity Services is a public corporation incorporated under the laws of Delaware in the United States of America and shares in Liquidity Services are listed on NASDAQ. Liquidity Services provides corporations, public sector agencies and buying customers with online marketplaces and integrated services for the sale of surplus assets. On behalf of its clients, Liquidity Services has completed the sale of over US$2.6 billion of surplus, returned and end-of-life assets, in over 500 product categories, including consumer goods, capital assets and industrial equipment. Liquidity Services is based in Washington, D.C. and has approximately 700 employees.

-- The GoIndustry Group has made strong strategic progress on a number of fronts. However, it has yet to see tangible results of this progress in terms of realising consistent profitability and increasing the market value of GoIndustry. After considering the opportunities that lie ahead and the resources available to realise such opportunities, the GoIndustry Board believes that combining the GoIndustry Group's business with the Liquidity Services Group is in the bests interests of GoIndustry Shareholders.

-- The Acquisition will allow Scheme Shareholders to realise a cash premium of 25.5 pence to the GoIndustry share price based on the Closing Price of 47.5 pence per GoIndustry Share on 30 April 2012, being the last Business Day prior to the commencement of the Offer Period. The Liquidity Services Board believes that, as part of the Liquidity Services Group, the Acquisition will enable GoIndustry to better capitalise on opportunities in the market.

-- The GoIndustry Directors, who have been so advised by WH Ireland, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the GoIndustry Directors, WH Ireland has taken into account the commercial assessments of the GoIndustry Directors. Accordingly, the GoIndustry Directors intend unanimously to recommend eligible GoIndustry Shareholders to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting, as those GoIndustry Directors who hold GoIndustry Shares and the trustee of a trust of which one of the GoIndustry Directors is the sole beneficiary have undertaken so to do in respect of their own beneficial holdings amounting, in aggregate, to 141,678GoIndustry Shares (representing, approximately 1.45 per cent. of the GoIndustry Shares currently in issue).

-- Liquidity Services and Liquidity Services UK have also received irrevocable undertakings from certain other GoIndustry Shareholders to vote in favour of the Scheme and the Scheme Resolutions (or, in the event that Liquidity Services UK elects to proceed by means of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), in respect of 5,524,359 GoIndustry Shares, representing in aggregate approximately 56.38 per cent. of the GoIndustry Shares currently in issue.

-- The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting together with the Forms of Proxy, will be posted to GoIndustry Shareholders (and, for information only, to participants in the GoIndustry Share Schemes) as soon as practicable and in any event within 28 days from the date of this announcement. Subject to the approval of GoIndustry Shareholders, the sanction of the Court and the satisfaction or waiver of the other Conditions, it is expected that the Scheme will become effective in July2012.

Commenting on the Acquisition, Jack Reinelt, Chief Executive of GoIndustry, said:-

"GoIndustry has made a great deal of progress in the last few years in strengthening the company and delivering high quality surplus asset management services to some of the largest and most respected companies in the world. However, volatile market conditions have made it difficult for the company to grow quickly enough to achieve consistent profitability. Executive management and the GoIndustry Board strongly believe that combining GoIndustry's business with Liquidity Services offers the best opportunity to serve our stakeholders, whether they are corporate customers, buyers of assets, GoIndustry Shareholders or employees."

Commenting on the Acquisition, William P. Angrick III, Chairman & Chief Executive Officer of Liquidity Services, said:-

"The Acquisition represents a strategic combination which will enhance the size and scale of our online capital assets marketplace in several key industry areas and strengthen our existing position in the aerospace, industrial equipment, transportation and scrap metal markets. In addition, the Acquisition will contribute new "inside the building" capabilities for the biopharma, consumer packaged goods, transport, semiconductor and electronics markets.

The Acquisition will enable us to serve Liquidity Services' and GoIndustry's respective Fortune 1000 clients and buying customers with the broadest array of innovative services. Combining Liquidity Services' and GoIndustry's technology platforms will boost access to prospective buyers and increase our global footprint to maximise financial recovery. The combined offering of Liquidity Services and GoIndustry will enable our respective clients to manage efficiently, value and sell surplus and idle equipment with a uniformly high level of service and transparency throughout the globe in any asset class. Our complementary strengths and technologies and the expansion of the size and depth of Liquidity Services' buyer base, its sales team and marketing capabilities will clearly position Liquidity Services as the trusted provider of choice for Fortune 1000 corporations in the reverse supply chain."

Enquiries:

 
 Liquidity Services, Inc.                               +1 203 467 6868 
 Jim Rallo, Chief Financial Officer and Treasurer 
 1920 L Street, N.W. 
 6(th) Floor 
 Washington, D.C. 
 United States of America 
 
 RBC Capital Markets (Financial Adviser to Liquidity 
  Services)                                             +44 207 653 4000 
 Stephen J. McPherson 
 Mark Rushton 
 
 
 GoIndustry-DoveBid plc                                 +44 20 7098 3700 
 Neville Davis, Chairman 
 Jack Reinelt, Chief Executive Officer 
 Leslie-Ann Reed, Chief Financial Officer 
 
 WH Ireland Ltd. (Financial Adviser and Nominated 
  Adviser to GoIndustry)                                +44 20 7220 1650 
 Chris Fielding 
 James Bavister 
 
 St. Brides Media & Finance Ltd. (Public Relations 
  Adviser to GoIndustry)                                +44 20 7236 1177 
 Felicity Edwards

This summary should be read in conjunction with, and is subject to, the full text of this announcement, including the Appendices.

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

RBC Capital Markets, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Liquidity Services and Liquidity Services UK and no one else in connection with the Acquisition and other matters referred to in this announcement and will not be responsible to any person other than Liquidity Services or Liquidity Services UK for providing the protections afforded to clients of RBC Capital Markets nor for giving advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in favour of the Scheme. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Scheme Shareholders are strongly advised by the GoIndustry Board to read the formal documentation in relation to the Acquisition once it has been despatched. It is expected that the Scheme Document (including notices of the Shareholder Meetings) together with the Forms of Proxy, will be posted to GoIndustry Shareholders as soon as possible, but will in any event be posted within 28 days of this announcement, unless otherwise agreed with the Panel.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of GoIndustry or the GoIndustry Group or Liquidity Services or the Liquidity Services Group except where otherwise stated.

Overseas shareholders

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared for the purposes of complying with the laws of England and Wales and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of any jurisdiction outside England and Wales.

The Acquisition relates to shares in a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the Securities Exchange Act of 1934, as amended. Accordingly, the Acquisition is subject to the disclosure requirements, rules and practices applicable in England and Wales to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules. However, if Liquidity Services UK were to elect to implement the Acquisition by means of a Takeover Offer (which it reserves the right to do), such Takeover Offer will be made in compliance with all applicable laws and regulations, including the US tender offer rules, to the extent applicable.

The availability of the Acquisition to GoIndustry Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Unless otherwise agreed by Liquidity Services UK and GoIndustry, or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

Cautionary note regarding forward-looking statements

This announcement, any oral statements made by Liquidity Services, Liquidity Services UK or GoIndustry in relation to the Acquisition, and other information published by Liquidity Services, Liquidity Services UK or GoIndustry may contain statements about Liquidity Services, Liquidity Services UK or GoIndustry that are or may be forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements often use words such as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'will', 'may', 'should', 'would', 'could' or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of GoIndustry and Liquidity Services in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Liquidity Services' or GoIndustry's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Liquidity Services' or GoIndustry's business. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this announcementcould cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. These forward looking statements are not guarantees of future financial performance. Except as expressly provided in this announcement, they have not been reviewed by the auditors of GoIndustry or Liquidity Services. In particular, no statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the future earnings per share of Liquidity Services following the Acquisition will, for current or future financial years, necessarily match or exceed the historical or published earnings per share of Liquidity Services.

Forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. All subsequent oral or written forward-looking statements attributable to GoIndustry or Liquidity Services or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. GoIndustry and Liquidity Services assume no obligation to update or correct the information contained in this announcement except as required by applicable law.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. 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 pm (London time) on the 10(th) business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10(th) 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 one per cent. 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 pm (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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Market purchases

In accordance with normal UK market practice, Liquidity Services UK or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, GoIndustry Shares outside the United States, other than pursuant to the Scheme, prior to the Scheme Effective Date. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom.

Information relating to GoIndustry Shareholders, GoIndustry Option Holders and holders of Convertible Loan Notes

GoIndustry Shareholders, GoIndustry Option Holders and holders of Convertible Loan Notes should be aware that addresses, electronic addresses and certain information provided by GoIndustry Shareholders and other relevant persons for the receipt of communications from GoIndustry may be provided to Liquidity Services UK during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Publication on website

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on GoIndustry's website at http://www.go-dove.com/company/InvestorRelations.asp by no later than 12.00 noon on 10 May2012.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

9 May 2012

RECOMMENDED CASH ACQUISITION

Liquidity Services Limited ("Liquidity Services UK")

(a wholly-owned subsidiary of Liquidity Services, Inc.)

GoIndustry-DoveBid plc ("GoIndustry")

(to be implemented by way of a Scheme of Arrangement

under Part 26 of the Companies Act)

   1.         Introduction

The GoIndustry Board and the Liquidity Services Board are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition to be made by Liquidity Services UK, a wholly-owned subsidiary of Liquidity Services, Inc. ("Liquidity Services"), of the entire issued and to be issued share capital of GoIndustry (the "Acquisition"). It is intended that the Acquisition will be effected by way of a scheme of arrangement made between GoIndustry and Scheme Shareholders under Part 26 of the Companies Act. The Scheme will require the approval of Scheme Shareholders. The terms of the Acquisition value the entire issued share capital of GoIndustry at approximately GBP7.15 million.

   2.        Recommendation

The GoIndustry Directors, who have been so advised by WH Ireland, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the GoIndustry Directors, WH Ireland has taken into account the commercial assessments of the GoIndustry Directors.

Accordingly, the GoIndustry Directors intend unanimously to recommend to eligible GoIndustry Shareholders that they vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Court Meeting and the General Meeting (or in the event that the Acquisition is subsequently structured as a Takeover Offer, to accept or procure acceptance of any such Takeover Offer made by Liquidity Services UK), as those GoIndustry Directors who hold GoIndustry Shares and the trustee of a trust of which one of the GoIndustry Directors is the sole beneficiary have undertaken so to do in respect of their own beneficial holdings of 141,678 GoIndustry Shares in aggregate, representing approximately 1.45 per cent. of the GoIndustry Shares currently in issue.

   3.        Summary of the terms of the Acquisition

It is intended that the Acquisition will be effected by way of a scheme of arrangement made between GoIndustry and Scheme Shareholders under Part 26 of the Companies Act. The Acquisition and the Scheme will be subject to the satisfaction (or, if applicable, waiver) of the Conditions set out in Appendix I to this announcement and the full terms and conditions that will be set out in the Scheme Document.

If the Scheme becomes effective in accordance with its terms, the Scheme Shares will be cancelled and Scheme Shareholders holding Scheme Shares at the Scheme Record Time will be entitled to receive:-

   for each GoIndustry Share                                   73 pence in cash

The Acquisition values the entire existing issued share capital of GoIndustry at approximately GBP7.15 million and the entire issued and to be issued share capital of GoIndustry at approximately GBP7.30 million (or US$11.79 million based on the sterling to US dollar exchange rate as at close of business in London on the last Business Day prior to the date of this announcement).

The consideration of 73 pence for each GoIndustry Share represents:-

- a premium of approximately 54 per cent. to the Closing Price of 47.5 pence per GoIndustry Share on 30 April 2012, being the last Business Day prior to the commencement of the Offer Period; and

- a premium of approximately 12 per cent. to the Closing Price of 65 pence per GoIndustry Share on 8 May 2012, being the last Business Day prior to the date of this announcement.

   4.       Background to and reasons for the Acquisition

The Liquidity Services Board believes that the acquisition of GoIndustry will provide Liquidity Services with an enhanced international presence contributing new and complementary capabilities to Liquidity Services' existing services for the sale of surplus assets. The Liquidity Services Directors believe that the Acquisition represents a strategic combination which will increase the size and scale of its online capital assets marketplace in several key industry areas and strengthen Liquidity Services' existing position in the aerospace, industrial equipment, transportation and scrap metal markets. In addition, the Acquisition will contribute new "inside the building" capabilities for the biopharma, consumer packaged goods, transport, semiconductor and electronics markets.

The Acquisition presents the opportunity for Liquidity Services to acquire GoIndustry's existing portfolio of approximately 5,000 selling clients and over 400,000 registered bidders, which include an impressive base of global enterprises clients. The Liquidity Services Board also believes that the Acquisition will enable Liquidity Services to improve its access to buyers and enhance its ability to serve Liquidity Services' existing clients. In addition, the Liquidity Services Board wants to position the Liquidity Services Group strategically so that it can increase the Liquidity Services Group's presence in the European and South-East Asian markets and believes the acquisition of GoIndustry represents the next stage of Liquidity Services' expansion into these key markets.

The Liquidity Services Board believes that the integration of the GoIndustry and Liquidity Services businesses will allow GoIndustry's business to grow more profitably within a more cost-efficient corporate structure. Whilst the Acquisition is not expected to impact Liquidity Services' earnings per share for its 2012 financial year, the Liquidity Services Board also believes that the combination of the Liquidity Services and GoIndustry businesses will enhance Liquidity Services' earnings per share by one to three cents in Liquidity Services' 2013 financial year. Following completion of the Acquisition, it is therefore Liquidity Services' intention to combine the GoIndustry and Liquidity Services businesses.

   5.        Background to and reasons for recommending the Acquisition

GoIndustry has announced today its preliminary results for the year ended 31 December 2011. Whilst the GoIndustry Group is making strategic progress on a number of fronts, it has yet to see tangible results of this progress in terms of realising consistent profitability and increasing the market value of GoIndustry.

After considering GoIndustry's progress, the opportunities that lie ahead and the resources available to realise such opportunities, the GoIndustry Board unanimously recommends GoIndustry Shareholders to vote in favour of the Scheme and the resolutions to be proposed at the Court Meeting and the General Meeting which would result in the entire issued and to be issued share capital of GoIndustry being acquired at 73 pence per share in cash by Liquidity Services UK. GoIndustry and its advisers have made substantial efforts to determine if offers would be available at more favourable terms. Based on those efforts, the GoIndustry Board believes that the Acquisition represents fair and reasonable consideration for GoIndustry Shareholders and represents a premium of approximately 54 per cent. to the Closing Price of 47.5 pence per GoIndustry Share on 30 April 2012, being the last Business Day prior to the commencement of the Offer Period.

   6.       Current trading

The GoIndustry Board has been continuing to implement its strategy to position the GoIndustry Group for growth by signing more large corporate forward flow accounts. The GoIndustry Board believes that this will bring greater visibility to revenue, and will help improve both profits and cashflow. The GoIndustry Board has also had an ongoing focus on efficiency, having reduced costs substantially during the latter part of 2011, whilst continuing to improve business processes. In addition, the GoIndustry Board expected the GoIndustry Group to benefit from improved performance as the investment climate recovers in North America and momentum within its markets improves.

   7.        Management and employees, places of business and fixed assets of the GoIndustry Group

The Liquidity Services Directors have discussed with the GoIndustry Directors, Liquidity Services' plans for GoIndustry's management and employees within the Enlarged Group. Liquidity Services attaches great importance to the skills and experience of the existing management and employees of the GoIndustry Group. Liquidity Services has given assurances that, upon completion of the Acquisition, the existing employment rights, including pension rights, of all employees of the GoIndustry Group will be fully safeguarded.

Save in the case of the Chief Executive Officer, the Chief Financial Officer and the General Counsel of GoIndustry, Liquidity Services does not currently have any plans to make any material change to the terms and conditions of employment of the management and employees of GoIndustry and its subsidiaries.

Liquidity Services has advised the GoIndustry Board that whilst it has no current intention to change the location of GoIndustry's operational places of business or to redeploy the fixed assets of the GoIndustry Group, it intends to carry out a strategic review of these locations following completion of the Acquisition.

Liquidity Services plans to work with the GoIndustry management teams to develop and integrate the GoIndustry business within the existing Liquidity Services Group. The GoIndustry Board and the Liquidity Services Board both believe that there will be opportunities for GoIndustry employees to develop their careers within the broader framework of the Enlarged Group. In due course, when the integration is complete, Liquidity Services expects to review the Enlarged Group's operations and it may then be desirable to make limited operational changes to maximise efficiency and effectiveness.

Each of the Chief Executive Officer, the Chief Financial Officer and the General Counsel of GoIndustry will be leaving employment with the GoIndustry Group immediately prior to the Scheme becoming effective. They will each receive remuneration in line with the termination provisions of their respective service contracts by way of compensation pursuant to the terms of conditional compromise agreements entered into on or about the date of this announcement together with payment of all outstanding salary and benefits and agreed termination payments. Further details of the compromise agreements will be set out in the Scheme Document.

The Non-Executive Directors of GoIndustry have also agreed to resign as members of the GoIndustry Board immediately prior to the Scheme becoming effective. They will each receive payments in lieu of the notice that GoIndustry would otherwise be required to give them under their respective letters of appointment.

   8.        Information on the GoIndustry Group

GoIndustry is a public limited company incorporated in England and Wales. GoIndustry Shares are quoted on the London Stock Exchange's AIM market (Epic: GOI). GoIndustry is a global market leader in the provision of asset management, auction and valuation services and has over 400,000 registered bidders. GoIndustry delivers innovative solutions that help to value assets accurately, optimise asset utilisation and reduce costs. GoIndustry combines its asset, industry and market expertise, with eCommerce technology to service the needs of multi-national manufacturing corporations, financial institutions, insolvency practitioners, used equipment dealers and asset based lenders around the world.

The GoIndustry Directors are Neville Davis (Non-Executive Chairman), Jack Reinelt (Chief Executive Officer), Leslie-Ann Reed (Chief Financial Officer), David Bailey (Non-Executive Director), Kamal Advani (Non-Executive Director) and Max Steinkopf (Non-Executive Director).

In its preliminary results for the financial year ended 31 December 2011 announced on 9 May 2012, GoIndustry had revenues of GBP33.5 million (31 December 2010: GBP40.1 million) and a loss before tax of GBP4.0 million (31 December 2010: GBP0.7 million). As at 31 December 2011, total assets were GBP48.0 million (31 December 2010: GBP54.6 million) and net assets were GBP22.1 million (31 December 2010: GBP26.6 million).

   9.        Information on the Liquidity Services Group

Information on Liquidity Services

Liquidity Services is a public corporation incorporated under the laws of Delaware, USA. Shares in Liquidity Services are listed on NASDAQ. Liquidity Services provides corporations, public sector agencies and buying customers with online marketplaces and integrated services for the sale of surplus assets. On behalf of its clients, Liquidity Services has completed the sale of over approximately US$2.6 billion of surplus, returned and end-of-life assets, in over 500 product categories, including consumer goods, capital assets and industrial equipment. Liquidity Services is based in Washington, D.C. and has approximately 700 employees.

The Liquidity Services Directors are William P. Angrick, III (Chairman & Chief Executive Officer) and Jaime Mateus-Tique, Phillip A. Clough, Patrick W. Gross, Franklin D. Kramer, David A. Perdue, Jr. and George H. Ellis.

Information on Liquidity Services UK

Liquidity Services UK is a direct, wholly-owned subsidiary of Liquidity Services incorporated in England and Wales with registered number 04843035. The Liquidity Services UK Directors are William P. Angrick, III and Thomas Burton. Further information in relation to Liquidity Services UK will be contained in the Scheme Document.

   10.      Irrevocable undertakings

Liquidity Services and Liquidity Services UK have received irrevocable undertakings from those GoIndustry Directors who hold GoIndustry Shares (being Neville Davis, Jack Reinelt and David Bailey) and from Jasmine Trustees Limited (the trustee of a trust of which Max Steinkopf is the sole beneficiary) and from certain other GoIndustry Shareholders in respect of, in aggregate, 5,666,037 GoIndustry Shares (representing approximately 57.83 per cent. of GoIndustry Shares currently in issue) (i) to vote (or (as applicable) to use reasonable endeavours to procure voting) in favour of the Scheme Resolutions and the Ordinary Resolution and (ii) if the Scheme is subsequently structured as a Takeover Offer, to accept (or (as applicable) use reasonable endeavours to procure the acceptance of) any potential Takeover Offer by Liquidity Services UK at the Offer Price.

Further details of these irrevocable undertakings are set out in Appendix III to this announcement.

   11.     Confidentiality Agreement

On 29 September 2011, Liquidity Services entered into a confidentiality agreement with GoIndustry (the "Confidentiality Agreement") pursuant to which, amongst other things, Liquidity Services has undertaken (i) to keep confidential certain non-public information it receives relating to the GoIndustry Group, (ii) not to disclose such information to third parties (other than certain permitted disclosees who are directly concerned with Liquidity Services' assessment of the Acquisition) unless required by law, legal process, a rule of any listing authority on which Liquidity Services' shares are listed or traded or by a governmental or regulatory authority or other authority with relevant powers to which Liquidity Services is subject or to which it submits (iii) that such information may only be used to assist Liquidity Services and its permitted disclosees to evaluate, negotiate, advise on and implement the Acquisition and (iv) not to use such information in a way which is prejudicial to the business of the GoIndustry Group.

Liquidity Services has further undertaken that, subject to certain limited exclusions, during the period of 12 months from the date of the Confidentiality Agreement, it will not (and shall procure that no entity controlled, either directly or indirectly by it will not) solicit or entice away, or endeavour to solicit or entice away, from any company in the GoIndustry Group, or employ any key employee, including sales personnel, of any company in the GoIndustry Group. Liquidity Services has further undertaken that it will (and will ensure that any permitted disclosee will) only make contact with such directors, employees, advisers to, suppliers, customers (in each case of the GoIndustry Group) or other third parties who do business with the GoIndustry Group, as shall be agreed in writing with GoIndustry.

Liquidity Services has also agreed that it will not (and shall procure that no entity controlled, either directly or indirectly by it will not), without the prior written consent of GoIndustry, at any time during the period of 12 months from the date of the Confidentially Agreement, acquire or cause another person to acquire an interest in any GoIndustry Shares or enter into any agreement or arrangement (legally binding or not) to do the same or make, or cause another person to make an offer for any GoIndustry Shares or enter into any agreement or arrangement (legally binding or not) or do or omit to do any act as a result of which Liquidity Services or such other person may become obliged (under the Code or otherwise) to make any such offer.

   12.      Fees Undertaking Letter

On 18 April 2012, Liquidity Services entered into an undertaking letter with GoIndustry (the "Fees Undertaking Letter") pursuant to which Liquidity Services has undertaken to put GoIndustry in funds in order to pay (in advance of being required to pay) GoIndustry's additional fees (up to a limit of GBP100,000 (inclusive of applicable VAT thereon and disbursements) in relation to effecting the Acquisition by way of the Scheme, subject to being provided with copies of the relevant invoices addressed to GoIndustry. The undertaking includes but is not limited to the additional fees of GoIndustry's solicitors, of WH Ireland, the fees of Counsel to be instructed by GoIndustry in relation to the Scheme, the fees payable by GoIndustry to the Panel, the fees payable by GoIndustry to the Court, the fees and expenses of GoIndustry's registrars, Capita Registrars, in relation to the Scheme, the fees and expenses of printers and the mailing house in respect of the Scheme Document and the costs of advertising the various Court Meetings and/or Court Orders.

   13.     Transaction Letter

On 9 May 2012, Liquidity Services and Liquidity Services UK entered into an undertaking letter with GoIndustry (the "Transaction Letter") pursuant to which Liquidity Services and Liquidity Services UK have confirmed, undertaken and agreed to and with GoIndustry, amongst other things:-

(a) subject to the Conditions and any terms and conditions to be set out in the Scheme Document, to proceed with the Acquisition and the Scheme and to be bound by the Scheme (and in particular, to pay the Cash Consideration of 73 pence to GoIndustry Shareholders in accordance with the provisions of the Scheme);

(b) to acquire a GoIndustry Share prior to the Scheme Record Time and to hold such share until after the Scheme Effective Date;

(c) to authorise GoIndustry to brief Counsel for GoIndustry to appear on behalf of Liquidity Services UK at the Scheme Court Hearing, to consent to the Scheme and undertake to the Court on behalf of Liquidity Services UK that Liquidity Services UK will be bound by the Scheme;

(d) to procure that any holder of GoIndustry Shares beneficially owned by Liquidity Services UK or any other member of the Liquidity Services Group will appear by Counsel at the Scheme Court Hearing, and to submit to be bound by and to undertake to the Court to be bound by the Scheme;

(e) to provide all such information about itself, its subsidiary and associated undertakings, its assets, liabilities and financial position and its directors and their associates as may reasonably be required by GoIndustry for the purposes of preparing and verifying the Scheme Document in sufficient time prior to the despatch of the Scheme Document to shareholders of GoIndustry and to provide to GoIndustry as soon as reasonably practicable all such other assistance as may reasonably be required in connection with the preparation of the Scheme Document;

(f) unless Liquidity Services UK shall previously have invoked a condition to the Acquisition so as to cause the Acquisition not to proceed, that Liquidity Services UK will deliver (and Liquidity Services has undertaken that it will procure that Liquidity Services UK will deliver) immediately prior to the Scheme Court Hearing, confirmation that all of the Conditions referred to in paragraph 3 of the Conditions (as set out in Part A of Appendix I of this announcement and to be set out in the Scheme Document) have either been satisfied or waived. If Liquidity Services UK or Liquidity Services becomes aware of any fact, matter or circumstance such that it cannot provide such confirmation in writing immediately prior to the Scheme Court Hearing, Liquidity Services UK shall inform GoIndustry as soon as reasonably practicable and, if the date on which GoIndustry is informed is less than five (5) Business Days prior to the Scheme Court Hearing, Liquidity Services UK shall (at the request of GoIndustry) give all reasonable assistance to GoIndustry to enable GoIndustry to procure that the Scheme Court Hearing and the Capital Reduction Court Hearing are each postponed for a period of up to five (5) Business Days (or such further period as GoIndustry may agree) to allow for the investigation of such fact, matter or circumstance;

(g) to use its reasonable endeavours to procure that each of the directors, officers and employees of Liquidity Services UK and Liquidity Services (and those of their subsidiaries) shall do all such acts as are reasonably necessary to give effect to the terms of the Transaction Letter;

and each of the parties has agreed with each other:-

(i) to co-operate for the purposes of obtaining any and all consents, clearances, permissions and waivers as may be necessary or expedient, and completing all filings and waiting periods as may be necessary, pursuant to any law, regulation or practice applied by any applicable law or applicable regulatory authority in connection with the Acquisition (provided any such disclosure would not breach any duty of confidence or any applicable law or regulation); and

(ii) to use all reasonable endeavours to implement proposals by Liquidity Services and Liquidity Services UK in relation to the GoIndustry Share Schemes in a manner consistent with the rules of each GoIndustry Share Scheme and all other applicable all laws and regulations;

but so that the obligations of Liquidity Services and Liquidity Services UK under paragraphs (f) and (g) above and under paragraph (i) above and of GoIndustry under paragraph (i) above shall be terminated (except to the extent that any such obligation is due to be performed prior to such date) if (i) the Scheme has not become effective by 31 August 2012, (ii) the GoIndustry Shareholders fail to pass by the required majority the resolutions to be proposed at the Court Meeting or the General Meeting (iii) the Court refuses to sanction the Scheme including the related Capital Reduction); or (iv) Liquidity Services UK gives written notice, with the prior written consent of the Panel, that a Condition has been invoked with the result that the Acquisition will no longer proceed.

   14.     Prior transfers of GoIndustry AG subsidiaries and US assets of the GoIndustry Group

In order to ensure that certain operating losses within the GoIndustry Group will continue to be available to the Enlarged Group following completion of the Acquisition, GoIndustry and Liquidity Services have agreed that certain subsidiaries and assets of the GoIndustry Group will be transferred to the Liquidity Services Group following the Scheme Sanction Order being made and in advance of the Scheme becoming effective. These transfers comprise:-

(a) the entire issued share capital of three members of the GoIndustry Group (being GoIndustry (UK) Limited, GoIndustry Operations Limited and GoIndustry (Osterreich) GmbH (together the "AG Sub Group")), being transferred by GoIndustry AG to Liquidity Services UK pursuant to the provisions of the UK Share Sale Agreement for US$25,000 each in cash; and

(b) the assets of GoIndustry, Inc. being transferred by GoIndustry, Inc. to Liquidity Services Sub pursuant to the provisions of the US Assets Sale Agreement for US$100,000 in cash and the assumption by Liquidity Services Sub of the liabilities of GoIndustry, Inc.

Completion of the UK Share Sale Agreement and the US Assets Sale Agreement is conditional upon, amongst other things, the Ordinary Resolution being passed and the Scheme Sanction Order being made.

GoIndustry and Liquidity Services have also agreed that these transactions may be unwound in the event that, amongst other things, the Capital Reduction Court Order is not made or the Scheme does not become effective within five business days of the Scheme Court Hearing. Under the terms of the UK Share Sale Agreement and the US Assets Sale Agreement, GoIndustry AG and GoIndustry, Inc. each have the benefit of a call option to require Liquidity Services UK and Liquidity Services Sub to transfer such shares and assets back to GoIndustry AG and GoIndustry, Inc., respectively, and Liquidity Services UK and Liquidity Services Sub each have the benefit of a put option to require GoIndustry AG and GoIndustry, Inc. to re-acquire such shares and assets from Liquidity Services UK and Liquidity Services Sub, on the same terms and conditions as the original transfer if the Scheme does not become effective within that five business day period. If the put and call options become exercisable but notice to exercise the put option or the call option is not issued, GoIndustry AG and GoIndustry, Inc. shall be deemed to have served a call option notice to require Liquidity Services UK and Liquidity Services Sub to dispose of the shares and assets initially transferred on completion of the UK Share Sale Agreement and the US Assets Sale Agreement.

The Panel has given consent to GoIndustry AG and GoIndustry, Inc. entering into the UK Share Sale Agreement and the US Assets Sale Agreement respectively.

As the three members of the GoIndustry Group and the assets being sold comprise a substantial part of the GoIndustry Group's business, completion of both the UK Share Sale Agreement and the US Assets Sale Agreement is subject to the approval of GoIndustry Shareholders in accordance with the AIM Rules. This approval will be sought from GoIndustry Shareholders pursuant to the Ordinary Resolution to be proposed as a separate resolution at the General Meeting.

At 31 December 2011, the AG Sub Group had aggregate net liabilities of GBP22.1 million and sustained an aggregate loss of GBP2.27 million for the twelve months ended on that date. At 31 December 2011, GoIndustry, Inc. had aggregate net assets of GBP8.4 million and made a profit of GBP0.59 million for the twelve months ended on that date.

Further details of the UK Share Sale Agreement and the US Assets Sale Agreement will be set out in the Scheme Document.

   15.      Financing of the Acquisition and Cash Confirmation

The aggregate Cash Consideration payable by Liquidity Services UK under the terms of the Acquisition will be funded from the Liquidity Services Group's existing cash resources.

RBC Capital Markets, financialadviser to Liquidity Services UK, is satisfied that sufficient resources are available to Liquidity Services UK to satisfy in full the Cash Consideration payable by Liquidity Services UK under the terms of the Acquisition.

   16.     GoIndustry Share Schemes

In accordance with the terms of the GoIndustry Share Schemes (other than the GoIndustry 2009 Unapproved Share Option Plan), Share Options granted to GoIndustry Option Holders under such Share Schemes will, to the extent not already exercisable, become exercisable for a period of six months from the date that the Scheme is sanctioned by the Court. Any such Share Options not so exercised will lapse at the end of such six month period.

In accordance with the terms of the GoIndustry 2009 Unapproved Share Option Plan, Share Options granted to GoIndustry Option Holders under such Share Scheme will, to the extent not already exercisable, become immediately exercisable as a result of the Scheme Document being despatched (any such exercise to be conditional on the Scheme being sanctioned by the Court) and if not so exercised, will lapse immediately upon the Scheme being sanctioned by the Court.

The Offer Price is less than the exercise price of all outstanding Share Options granted under the GoIndustry Share Schemes (other than options to subscribe for 97,443 GoIndustry Shares granted to Jack Reinelt and for 97,985 GoIndustry Shares granted to Leslie-Ann Reed in each case under the GoIndustry 2009 Unapproved Share Option Plan). Accordingly, if the GoIndustry Option Holders were to exercise their Share Options, the amount they would receive for their resulting GoIndustry Shares when they are cancelled as part of the Scheme (or acquired by Liquidity Services UK after the Scheme becomes effective) would be less than the amount which they would have to pay to exercise the Share Options. It is therefore expected that GoIndustry Option Holders (other than Jack Reinelt and Leslie-Ann Reed) will not choose to exercise their Share Options and that they will lapse shortly after completion of the Acquisition in accordance with their terms.

Further details in relation to the effect of the Acquisition on Share Options will be set out in the Scheme Document.

   17.     Convertible Loan Notes

The outstanding Convertible Loan Notes (currently held by a single holder) are convertible into GoIndustry Shares at a subscription price of 280p per share and therefore at a price substantially in excess of the Offer Price. Accordingly, it is not anticipated that the holder of the outstanding Convertible Loan Notes will exercise its subscription rights.

Further details in relation to the effect of the Acquisition on the outstanding Convertible Loan Notes will be set out in the Scheme Document.

   18.     Disclosures of interests

Liquidity Services UK confirms that it has no holding in GoIndustry Shares that are required to be disclosed by it under Rule 8.1(a) of the Code.

As at the close of business on 8 May 2012, being the last practicable date prior to the publication of this announcement, save for irrevocable undertakings referred to in paragraph 10 above, none of Liquidity Services UK or any of the Liquidity Services UK Board or, so far as the Liquidity Services UK Board is aware, any person acting, or deemed to be acting, in concert with Liquidity Services UK:-

   -      had an interest in, or right to subscribe for, relevant securities of GoIndustry;

- had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of GoIndustry;

- had procured an irrevocable commitment or letter of intent to accept or vote in favour of the Acquisition in respect of relevant securities of GoIndustry; or

   -      had borrowed or lent any GoIndustry Shares.

Furthermore, no arrangement exists with Liquidity Services UK or any person acting in concert with Liquidity Services UK in relation to GoIndustry Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to GoIndustry Shares which may be an inducement to deal or refrain from dealing in such securities.

   19.     Structure of the Acquisition

It is intended that the Acquisition will be effected by means of a Court sanctioned scheme of arrangement between GoIndustry and the Scheme Shareholders under Part 26 of the Companies Act. The Scheme is an arrangement between GoIndustry and the Scheme Shareholders and is subject to the approval of the Court.

The purpose of the Scheme is to provide for Liquidity Services UK to become the holder of the entire issued and to be issued ordinary share capital of GoIndustry. This is to be achieved by the cancellation of the Scheme Shares and the application of the reserve arising from such cancellation in paying up in full a number of new ordinary shares in GoIndustry (which is equal, in nominal value, to the number of Scheme Shares cancelled) and issuing such new ordinary shares to Liquidity Services UK (or a nominee of Liquidity Services UK), in consideration for which the Scheme Shareholders will receive the Cash Consideration on the basis set out in paragraph 3 of this announcement.

The Scheme will also be subject to the Conditions and certain further terms referred to in Appendix I to this announcement and to be set out in the Scheme Document. The Conditions in Part A of Appendix I to this announcement provide that the Acquisition will lapse if:-

- the resolutions required to implement the Scheme at the Court Meeting and the General Meeting are not passed;

   -      the Scheme Sanction Court Order and the Capital Reduction Court Order are not made; and 
   -      the Scheme does not become effective,

in each case by the Long Stop Date (or such later date as may be agreed between Liquidity Services UK and GoIndustry).

In particular, to become effective, the Scheme requires the approval of Scheme Shareholders by the passing of a resolution at the Court Meeting. The resolution must be approved by a majority in number present and voting at the Court Meeting, either in person or by proxy, representing not less than 75 per cent. of the value of the Scheme Shares which are voted at the Court Meeting (or any adjournment thereof).

In addition, to become effective, the Scheme also requires the passing at the General Meeting of the Special Resolution and such other resolutions that may be necessary to implement the Scheme. The Special Resolution requires the approval of GoIndustry Shareholders representing at least 75 per cent. of the votes cast at the General Meeting, which will be held immediately after the Court Meeting has been concluded or adjourned.

Once the necessary approvals of GoIndustry Shareholders have been obtained, and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned and the Capital Reduction confirmed by the Court, and the Scheme will only become effective upon delivery to the Registrar of Companies of the Court Orders and a Statement of Capital giving details of GoIndustry's share capital, as altered by the Capital Reduction.

Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and, if they attended and voted, whether or not they voted in favour).

Further details of the Scheme will be contained in the Scheme Document.

   20.     Share certificates, cancellation of admission to trading and re-registration

On the Scheme Effective Date, GoIndustry will become a wholly-owned subsidiary of Liquidity Services UK and share certificates in respect of GoIndustry Shares will cease to be valid and should be destroyed. In addition, entitlements to GoIndustry Shares held within the CREST system will be cancelled on the Scheme Effective Date.

If the Scheme becomes effective, Liquidity Services UK intends to apply to the London Stock Exchange to cancel the admission of GoIndustry Shares to trading on AIM. The last day of trading in GoIndustry Shares on AIM is expected to be the Business Day immediately prior to the Scheme Effective Date and no transfers will be registered after 6:00 p.m. on that date.

It is also intended that, on or following the Scheme Effective Date, GoIndustry will be re-registered as a private limited company.

   21.     Anticipated timetable

GoIndustry currently anticipates that:-

- it will publish and dispatch the Scheme Document to GoIndustry Shareholders and, for information only, to participants in the GoIndustry Share Schemes as soon as practicable and in any event within 28 days of the date of this announcement (or such later date as may be agreed by the Panel); and

- the Scheme will become effective in early July 2012, subject to the satisfaction (or, if applicable, waiver) of the Conditions set out in Appendix I to this announcement.

If the Scheme does not become effective by the Long Stop Date, the Scheme will lapse except where the approval of GoIndustry Shareholders at the Court Meeting and General Meeting is obtained before this date, in which case the Long Stop Date may be extended to such later date as Liquidity Services UK and GoIndustry may agree and, if appropriate, the Court may approve.

   22.     Documents on display

Copies of the following documents will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on GoIndustry's website (http://www.go-dove.com/company/InvestorRelations.asp) by no later than 12.00 noon on 10 May 2012 (being the day following the date of this announcement) until the end of the Offer Period:-

   -      this announcement; 
   -      the irrevocable undertakings referred to in paragraph 10 above; 
   -      the Confidentiality Agreement referred to in paragraph 11 above; 
   -      the Fees Undertaking Letter referred to in paragraph 12 above; 
   -      the Transaction Letter referred to in paragraph 13 above; and

- the UK Share Sale Agreement and the US Assets Sale Agreement referred to in paragraph 14 above.

   23.     General

The GoIndustry Directors accept responsibility for the information contained in this announcement relating to the recommendation and opinions of the GoIndustry Directors, GoIndustry and the GoIndustry Group. To the best of the knowledge and belief of the GoIndustry Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Liquidity Services Directors and the Liquidity Services UK Directors accept responsibility for the information contained in this announcement relating to Liquidity Services, Liquidity Services UK, the Liquidity Services Group, the Liquidity Services Directors, the Liquidity Services UK Directors (including their respective families, related trusts or companies and the persons connected with them within the meaning of section 252 of the Companies Act 2006), the parties acting in concert with Liquidity Services and Liquidity Services UK for the purposes of the Code, Liquidity Services' future plans for the GoIndustry Group and the GoIndustry Group's management, employees, places of business and fixed assets, and the acquisition financing relating to Liquidity Services. To the best of the knowledge and belief of the Liquidity Services Directors and the Liquidity Services UK Directors (who have each taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

Liquidity Services UK reserves the right, with the agreement of GoIndustry and the consent of the Panel (where necessary), to elect to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of GoIndustry as an alternative to the Scheme. Any such Takeover Offer will be subject to an acceptance condition of Liquidity Services UK having acquired (whether pursuant to the Takeover Offer or otherwise) such percentage (being more than 50 per cent.) of the GoIndustry Shares, as Liquidity Services UK may decide, having consulted with the Panel. Otherwise the Takeover Offer will be implemented on the same terms (subject to appropriate amendments), including (without limitation) an acceptance condition set at 90 per cent. (or such less percentage, being more than 50 per cent., as Liquidity Services UK may decide) of the GoIndustry Shares to which such offer relates, so far as applicable, as those which would apply to the Scheme and in compliance with applicable laws and regulations.

If the Acquisition is effected by way of a Takeover Offer and such offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Liquidity Services UK would intend to: (i) request the London Stock Exchange to cancel the admission of GoIndustry Shares to trading on AIM; and (ii) exercise its rights (to the extent such rights are available) to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining GoIndustry Shares in respect of which such offer has not been accepted.

Further details of the Scheme, including how Scheme Shareholders may participate in the Court Meeting and General Meeting, will be contained in the Scheme Document.

WH Ireland has given and has not withdrawn its written consent to the issue of this announcement with the inclusion herein of the references to its name in the form and context in which it appears.

RBC Capital Markets, financialadviser to Liquidity Services and Liquidity Services UK, has given and has not withdrawn its written consent to the issue of this announcement with the inclusion herein of the references to its name in the form and context in which it appears.

Enquiries:

 
 Liquidity Services, Inc.                               +1 203 467 6868 
 Jim Rallo, Chief Financial Officer and Treasurer 
 1920 L Street, N.W. 
 6(th) Floor 
 Washington, D.C. 
 United States of America 
 
 RBC Capital Markets (Financial Adviser to Liquidity 
  Services)                                             +44 207 653 4000 
 Stephen J. McPherson 
 Mark Rushton 
 
 
 GoIndustry-DoveBid plc                                 +44 20 7098 3700 
 Neville Davis, Chairman 
 Jack Reinelt, Chief Executive Officer 
 Leslie-Ann Reed, Chief Financial Officer 
 
 WH Ireland Ltd. (Financial Adviser and Nominated 
  Adviser to GoIndustry)                                +44 20 7220 1650 
 Chris Fielding 
 James Bavister 
 
 St. Brides Media & Finance Ltd. (Public Relations 
  Adviser to GoIndustry)                                +44 20 7236 1177 
 Felicity Edwards

This summary should be read in conjunction with, and is subject to, the full text of this announcement, including the Appendices.

Overseas shareholders

Cautionary note regarding forward-looking statements

This announcement, any oral statements made by Liquidity Services, Liquidity Services UK or GoIndustry in relation to the Acquisition, and other information published by Liquidity Services, Liquidity Services UK or GoIndustry may contain statements about Liquidity Services, Liquidity Services UK or GoIndustry that are or may be forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements often use words such as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'will', 'may', 'should', 'would', 'could' or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of GoIndustry and Liquidity Services UK in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Liquidity Services or GoIndustry's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Liquidity Services' or GoIndustry's business. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this announcementcould cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. These forward looking statements are not guarantees of future financial performance. Except as expressly provided in this announcement, they have not been reviewed by the auditors of GoIndustry or Liquidity Services UK. In particular, no statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the future earnings per share of Liquidity Services following the Acquisition will, for current or future financial years, necessarily match or exceed the historical or published earnings per share of Liquidity Services.

Forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. All subsequent oral or written forward-looking statements attributable to GoIndustry or Liquidity Services UK or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. GoIndustry and Liquidity Services UK assume no obligation to update or correct the information contained in this announcement except as required by applicable law.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. 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 pm (London time) on the 10(th) business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10(th) 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 one per cent. 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 pm (London time) on the business day following the date of the relevant dealing.

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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if GoIndustry Shareholders are in any doubt as to whether they are required to make an Opening Position Disclosure or a Dealing Disclosure.

Market purchases

Information relating to GoIndustry Shareholders,GoIndustry Option Holders and holders of Convertible Loan Notes

Golndustry Shareholders should be aware that addresses, electronic addresses and certain information provided by GoIndustry Shareholders and other relevant persons for the receipt of communications from GoIndustry may be provided to Liquidity Services UK during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Publication on website

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the GoIndustry website at http://www.go-dove.com/company/InvestorRelations.asp by no later than 12.00 noon on 10 May2012.

APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION

Part A: Conditions of the Scheme and the Acquisition

1. The Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective, subject to the Code, no later than the Long Stop Date or such later date (if any) as Liquidity Services UK and GoIndustry may (with the consent of the Panel) agree and, if required, the Court may allow.

   2.       The Scheme will be conditional upon:-

(i) its approval by a majority in number of the GoIndustry Shareholders entitled to vote and present at the Court Meeting representing at least 75 per cent of the value of the GoIndustry Shares (or the relevant class or classes of GoIndustry Shares, if applicable) present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of such meeting;

(ii) all resolutionsnecessary to approve and implement the Scheme and to approve the Capital Reduction being duly passed by GoIndustry Shareholders by the requisite majorities at the General Meeting or at any adjournment of such meeting; and

(iii) the sanction of the Scheme with or without modification (but subject to any such modification being acceptable to Liquidity Services UK and GoIndustry) and the confirmation of the Capital Reduction by the Court and the delivery for registration of the Scheme Sanction Court Order, the Capital Reduction Court Order and the Statement of Capital to the Registrar of Companies.

3. In addition, Liquidity Services UK and GoIndustry have agreed that the Acquisition will be conditional upon the following conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the following Conditions have been satisfied (and continue to be satisfied pending the commencement of the Court Meeting) or, where relevant, are waived prior to the Scheme being sanctioned by the Court:-

(a) all filings having been made and all or any appropriate waiting periods, including any extension thereof, applicable under US Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the regulations made under that Act having expired, lapsed or been terminated as appropriate in each case in respect of the Acquisition;

(b) save as Disclosed, no government or governmental, quasi-governmental, supranational, statutory, regulatory, court in any jurisdiction (each a "Third Party") having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which would or might reasonably be expected to:-

(i) require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Liquidity Services UK Group or any member of the GoIndustry Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own or control any of their respective assets or properties or any part thereof which is material in the context of the GoIndustry Group taken as a whole;

(ii) require, prevent or materially delay a divestiture by any member of the Wider Liquidity Services UK Group of any shares or other securities (or the equivalent) in GoIndustry;

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Liquidity Services UK Group or the GoIndustry Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares, or in respect of loans or securities convertible into shares or any other securities (or the equivalent) in any member of the GoIndustry Group or on the ability of any such member to hold or exercise effectively any rights of ownership in respect of shares or in respect of loans or securities convertible into shares or any other securities (or the equivalent) in, or to exercise management control over, any member of the GoIndustry Group;

(iv) otherwise adversely affect the business, assets or profits of any member of the Wider Liquidity Services UK Group or of any member of the GoIndustry Group which is material in the context of the GoIndustry Group taken as a whole;

(v) make the Acquisition, its implementation or the acquisition or proposed acquisition by Liquidity Services UK or any member of the Wider Liquidity Services UK Group of any shares or other securities in, or control or management of, GoIndustry or any member of the GoIndustry Group void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise restrain, directly or indirectly, restrict, prohibit, delay or otherwise materially interfere with the same, or impose additional material conditions or obligations with respect thereto, or otherwise materially challenge or interfere therewith or require material amendment to the terms thereof;

(vi) require any member of the Wider Liquidity Services UK Group or the GoIndustry Group to acquire or to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the GoIndustry Group or the Wider Liquidity Services UK Group owned by any third party (other than in connection with the implementation of the Scheme);

(vii) impose any material limitation on the ability of any member of the GoIndustry Group or the Wider Liquidity Services UK Group to conduct, integrate or co-ordinate its business, or any part of it, with the businesses of any other members; or

(viii) result in any member of the GoIndustry Group ceasing to be able to carry on business under any name under which it presently does so which, in any case, is material in the context of the GoIndustry Group taken as a whole,

and all applicable waiting and other time periods during which any such Third Party could take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Scheme or the acquisition or proposed acquisition of any GoIndustry Shares, or other securities in, or control of, GoIndustry or any other member of the GoIndustry Group having expired, lapsed or been terminated;

(c) save as Disclosed, there being no provision of any agreement, arrangement, licence, lease, permit or other instrument to which any member of the GoIndustry Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Scheme or the proposed acquisition of any shares or other securities in GoIndustry or because of a change in the control or management of GoIndustry or otherwise, could or might reasonably be expected to result in (to an extent which is material in the context of the GoIndustry Group taken as a whole):-

(i) any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to, any such member being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date, or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence, lease, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or modified or affected or any onerous obligation or liability arising or any action being taken thereunder;

(iii) any assets or interests of any such member being or falling to be disposed of or charged, or any right arising under which any such asset or interest could be required to be disposed of or charged otherwise than in the ordinary course of business;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member or any mortgage, charge or other security interest (whenever created or arising) becoming enforceable;

(v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(vi) the value of any such member or its financial or trading position being prejudiced or adversely affected;

(vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or

(viii) the creation of any liability, actual or contingent, by any such member otherwise than in the ordinary course of business,

and no event having occurred which, under any provision of any agreement, arrangement, licence, lease, permit or other instrument to which any member of the GoIndustry Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could reasonably be expected to result in any of the events or circumstances as are referred to in paragraphs (i) - (viii) of this paragraph (c);

(d) all notifications, filings or applications which are necessary in connection with the Acquisition having been made and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in all material respects in connection with the Acquisition or the acquisition by any member of the Wider Liquidity Services UK Group of any shares or other securities in, or control of, GoIndustry and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals necessary for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, GoIndustry by any member of the Wider Liquidity Services UK Group having been obtained in terms and in a form reasonably satisfactory to Liquidity Services UK from all appropriate Third Parties including, without limitation, persons with whom any member of the GoIndustry Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all material authorisations orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary to carry on the business of any member of the GoIndustry Group remaining in full force and effect and all filings necessary for such purpose having been made and no notice of any intention to revoke or not to renew any of the same having been received;

(e) save as Disclosed and in relation to the Acquisition and the Scheme, no member of the GoIndustry Group having, since 31 December 2011:-

(i) save as between GoIndustry and any member of the GoIndustry Group or between any such members of the GoIndustry Group or for GoIndustry Shares issued pursuant to the exercise of options granted under the GoIndustry Share Schemes, issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible capital or transferred or sold or agreed to transfer or sell or proposed the transfer or sale of GoIndustry Shares out of treasury;

(ii) other than to another member of the GoIndustry Group (or to a Third Party, provided that the dividend or other distribution is pro rata to that party's existing interest in such member) and consistent with practice in the preceding financial year of such member and/or is paid or made consistent to any contractual obligation which has been Disclosed, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

(iii) save for intra-GoIndustry Group transactions and the UK Share Sale Agreement and the US Assets Sale Agreement, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, which is material in the context of the GoIndustry Group taken as a whole and other than in the ordinary course of business and;

(iv) save for intra-GoIndustry Group transactions and in relation to the Scheme, made or authorised or proposed or announced an intention to propose any change in its loan capital;

(v) issued, authorised or proposed the issue of any debentures or, save for intra-GoIndustry Group transactions and save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability which is material in the context of the GoIndustry Group taken as a whole;

(vi) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in paragraph (i) above, made any other change to any part of its share capital;

(vii) implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business which is material in the context of the GoIndustry Group taken as a whole (other than in connection with the Scheme);

(viii) entered into or changed the terms of any contract with any director or senior executive of any member of the GoIndustry Group;

(ix) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, or, other than in the ordinary course of business, materially altered any other benefit relating to the employment or termination of employment of any employee of the GoIndustry Group;

(x) nor the trustees of the relevant pension scheme having made or agreed or consented to any significant change to the terms of the trust deeds constituting the pension schemes established for its directors, employees or their dependants or the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis on which the liabilities (including pensions) of such pension schemes are funded or valued, or agreed or consented to any change to the trustees or trustee directors;

(xi) entered into or varied or authorised or proposed or announced its intention to enter into or vary, any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could restrictive on the businesses of any member of the GoIndustry Group or the Wider Liquidity Services UK Group or which involves or could reasonably be expected to involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business and which is reasonably be expected to be material in the context of the GoIndustry Group taken as a whole;

(xii) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

(xiii) waived or compromised any claim otherwise than in the ordinary course of business and which is material in the context of the GoIndustry Group taken as a whole;

(xiv) made any material alteration to its memorandum or articles of association or other incorporation documents which is material in the context of the GoIndustry Group taken as a whole;

(xv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business, in any such case which is material in the context of the GoIndustry Group taken as a whole; or

(xvi) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;

   (f)         save as Disclosed, since 31 December 2011:-

(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits of any member of the GoIndustry Group;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the GoIndustry Group is or may become a party (whether as a plaintiff, claimant, defendant or otherwise) and no investigation or enquiry by or complaint or reference to any Third Party against or in respect of any member of the GoIndustry Group having been instituted, announced or threatened by or against or remaining outstanding in respect of any member of the GoIndustry Group;

(iii) no contingent or other liability having arisen or become apparent to Liquidity Services UK which would be likely adversely to affect any member of the GoIndustry Group; and

(iv) no steps having been taken which are likely to result in the withdrawal (without replacement), cancellation, termination or modification of any licence or other authorisation held by any member of the GoIndustry Group which is necessary for the proper carrying on of its business,

in each case, which is material in the context of the GoIndustry Group taken as a whole;

(g) since 31 December 2011 and save as Disclosed, Liquidity Services UK not having discovered that any financial, business or other information concerning GoIndustry or the GoIndustry Group which is contained in the information publicly announced at any time by or on behalf of any member of the GoIndustry Group through a Regulatory Information Service contains a misrepresentation of fact which has not, prior to the date of this announcement, been corrected by public announcement through a Regulatory Information Service or omits to state a fact which would make the information contained therein not misleading and which in any such case is material in the context of the GoIndustry Group, taken as a whole.

Part B: Certain further terms of the Acquisition

1. Subject to the requirements of the Panel, or if required by the Court, Liquidity Services UK reserves the right to waive:-

(i) prior to the date of such deadline (or any extension thereof), any of the deadlines in the Condition set out in paragraph 2 of Part A above for the timing of the Court Meeting, General Meeting and the Court hearing to sanction the Scheme. If any such deadline is not met, Liquidity Services UK will make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with GoIndustry to extend the deadline in relation to the relevant Condition; and

   (ii)      in whole or in part, all or any of the Conditions set out in paragraph 3 of Part A above.

2. If Liquidity Services UK is required by the Panel to make an offer for GoIndustry Shares under the provisions of Rule 9 of the Code, Liquidity Services UK may make such alterations to any of the above Conditions and to the terms of the Acquisition as are necessary to comply with the provisions of that Rule.

3. Save as set out in the Transaction Letter (as referred to in paragraph 13(f) of this announcement), Liquidity Services UK shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions set out in paragraphs 3(a) to 3(g) (inclusive) of Part A above of this Appendix I by a date earlier than the latest date for the fulfilment of the Conditions notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

4. The Acquisition will lapse and the Scheme will not proceed if, before the date of the Shareholder Meetings the Acquisition, or any matter arising from it, is referred to the UK Competition Commission.

5. Liquidity Services UK reserves the right to elect, with the agreement of GoIndustry and the consent of the Panel (where necessary), to proceed by way of a Takeover Offer as an alternative to the Scheme. Any such Takeover Offer will be subject to an acceptance condition set at 90 per cent. (or such less percentage, being more than 50 per cent., as Liquidity Services UK may decide) of the GoIndustry Shares to which such offer relates and will otherwise be on substantially the same terms, subject to appropriate amendments, as those which would apply to the Scheme and in compliance with applicable laws and regulations (the "General Offer Acceptance Condition"). If a Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Liquidity Services UK intends to: (i) request the London Stock Exchange to cancel the admission of GoIndustry Shares to trading on AIM; and (ii) exercise its rights (to the extent such rights are available) to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining GoIndustry Shares in respect of which such offer has not been accepted.

6. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the Relevant Jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

7. The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

8. Under Rule 13.5 of the Code, Liquidity Services UK may not invoke a Condition to the Acquisition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Liquidity Services in the context of the Acquisition. The Conditions contained in paragraphs 1 and 2 of Part A above of this Appendix I and to be set out in the Scheme Document and, if applicable, the General Offer Acceptance Condition set out in paragraph 5 of this Part B and to be set out in the Scheme Document are not subject to Rule 13.5 of the Code.

9. Under Rule 13.6 of the Code, GoIndustry may not invoke, or cause or permit Liquidity Services UK to invoke, any condition to the Acquisition unless the circumstances which give rise to the right to invoke the condition are of material significance to the GoIndustry Shareholders in the context of the Acquisition.

10. The Acquisition and the Scheme will be governed by the law of England and Wales and will be subject to the jurisdiction of the English courts. The Acquisition will be on and subject to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Scheme will be subject to applicable requirements of the Code, the Panel, the UKLA and the London Stock Exchange.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement:-

(i) Unless otherwise stated, the financial information relating to GoIndustry is extracted or derived (without material adjustment) from the annual report and accounts of GoIndustry for the financial year ending 31 December 2010 and the GoIndustry Preliminary 2011 Results Announcement.

(ii) The fully diluted share capital of GoIndustry (being 9,993,922 GoIndustry Shares) is calculated on the basis of 9,798,494 GoIndustry Shares in issue on 9 May 2012, with a further 195,428 GoIndustry Shares subject to options under the GoIndustry Share Schemes, which have an exercise price of less than 73 pence per share.

(iii) All prices for GoIndustry Shares have been extracted from the Daily Official List and represent the Closing Price on the relevant date or dates.

APPENDIX III

IRREVOCABLE UNDERTAKINGS

   1.       Directors' irrevocable undertakings

Liquidity Services and Liquidity Services UK have received irrevocable undertakings from those GoIndustry Directors who own GoIndustry Shares (being Neville Davis, Jack Reinelt and David Bailey) and from Jasmine Trustees Limited (the trustee of a trust of which Max Steinkopf is the sole beneficiary) to vote in favour of the Scheme Resolutions and the Ordinary Resolution to be proposed at the Shareholder Meetings (and if the Acquisition is subsequently structured as a Takeover Offer, to accept any such offer made by Liquidity Services UK) in respect of their entire beneficial holdings, as set out below, being GoIndustry Shares representing, in aggregate, approximately 1.45 per cent. of the existing issued share capital of GoIndustry:-

 
                           Number of GoIndustry Shares  Percentage of existing issued share capital 
=========================  ===========================  =========================================== 
Neville Davis                                   15,555                                         0.16 
=========================  ===========================  =========================================== 
Jack Reinelt                                    55,555                                         0.57 
=========================  ===========================  =========================================== 
David Bailey                                    53,516                                         0.55 
=========================  ===========================  =========================================== 
Jasmine Trustees Limited                        17,052                                         0.17 
=========================  ===========================  ===========================================

In the case of the irrevocable undertakings given by Neville Davis, Jack Reinelt and David Bailey, these irrevocable undertakings:-

-- will continue to be binding in the event that a higher competing offer is made for GoIndustry; and

-- will cease to be binding if (i) the Scheme Document is not posted within 28 days of the date of this announcement (or such later date as the Panel may agree), (ii) the Scheme does not become effective (or Takeover Offer, as applicable, does not become wholly unconditional) on or before the date being six months following the date of this announcement, or (iii) the Scheme is withdrawn or otherwise lapses.

In the case of the irrevocable undertaking given by Jasmine Trustees Limited (the trustee of a trust of which Max Steinkopf is the sole beneficiary), this irrevocable undertaking will cease to be binding if (i) the Scheme Document is not posted within 28 days of the date of this announcement (or such later date as the Panel may agree), (ii) the Scheme does not become effective (or Takeover Offer, as applicable, does not become wholly unconditional) on or before the date being six months following the date of this announcement, or (iii) the Scheme is withdrawn or otherwise lapses. In addition, such undertaking will cease to be binding if, before 5.00 pm on the last Business Day before the Court Meeting, a third party announces in accordance with Rule 2.7 of the Code, a firm intention to make an offer (including, for this purpose, an acquisition by means of a scheme of arrangement), which is not subject to any pre-condition, to acquire all the issued and to be issued share capital of GoIndustry (other than any shares already owned by such third party and its associates) and which in the case of an offer involving only cash consideration, for a cash consideration which is at least 10 per cent. over the offer price available under the Acquisition as at the date of such third party announcement or in the case of an offer including or comprising non-monetary consideration, for a consideration per share which represents, in the reasonable opinion of RBC Capital Markets, at least 10 per cent, over the value of the consideration available under the Acquisition at the date of such third party announcement.

   2.       Other undertakings

Liquidity Services and Liquidity Services UK have also received irrevocable undertakings from certain other GoIndustry Shareholders to vote (or procure the vote) in favour of the Scheme Resolutions and the Ordinary Resolution to be proposed at the Shareholder Meetings (and if the Acquisition is subsequently structured as a Takeover Offer to accept any such offer made by GoIndustry) in respect of their beneficial holdings, as set out below, being GoIndustry Shares representing, in aggregate, approximately 56.38 per cent. of the existing issued share capital of GoIndustry:-

 
                                              Number of GoIndustry Shares  Percentage of existing issued share capital 
============================================  ===========================  =========================================== 
ICG Holdings, Inc.                                              2,546,743                                        25.99 
============================================  ===========================  =========================================== 
Bond Capital Partners 1 Limited                                 1,897,092                                        19.36 
============================================  ===========================  =========================================== 
Atlas Venture Funds IV L.P.                                     1,067,232                                        10.89 
============================================  ===========================  =========================================== 
Atlas Ventures Entrepreneurs' Fund IV, L.P.                        13,292                                         0.14 
============================================  ===========================  ===========================================

The undertakings set out above will cease to be binding if (i) the Scheme Document is not posted within 28 days of the date of this announcement (or such later date as the Panel may agree), (ii) the Scheme does not become effective (or Takeover Offer, as applicable, does not become wholly unconditional) on or before the date being six months following the date of this announcement, or (iii) the Scheme is withdrawn or otherwise lapses. In addition, such undertakings will cease to be binding if, before 5.00 pm on the last Business Day before the Court Meeting, a third party announces in accordance with Rule 2.7 of the Code, a firm intention to make an offer (including, for this purpose, an acquisition by means of a scheme of arrangement), which is not subject to any pre-condition, to acquire all the issued and to be issued share capital of GoIndustry (other than any shares already owned by such third party and its associates) and which in the case of an offer involving only cash consideration, for a cash consideration which is at least 10 per cent. over the offer price available under the Acquisition as at the date of such third party announcement or in the case of an offer including or comprising non-monetary consideration, for a consideration per share which represents, in the reasonable opinion of RBC Capital Markets, at least 10 per cent, over the value of the consideration available under the Acquisition at the date of such third party announcement.

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:-

 
"Acquisition"                                       the proposed acquisition by Liquidity Services UK of the entire 
                                                    issued and to be issued ordinary 
                                                    share capital of GoIndustry to be effected by means of the Scheme 
                                                    (or, if Liquidity Services 
                                                    UK elects so to do, as a Takeover Offer) subject to the terms and 
                                                    conditions set out in this 
                                                    announcement and to be set out in the Scheme Document including, 
                                                    where the context permits, 
                                                    any subsequent variation, revision, extension or renewal of 
                                                    thereof; 
"AIM"                                               AIM, the market of that name operated by the London Stock 
                                                    Exchange; 
"Business Day"                                      a day (other than a Saturday, Sunday, public holiday or bank 
                                                    holiday) on which banks are generally 
                                                    open for normal business in the City of London; 
"Capital Reduction"                                 the reduction of the share capital of GoIndustry under section 641 
                                                    of the Companies Act by 
                                                    the cancellation of the Scheme Shares to be effected as part of 
                                                    the Scheme; 
"Capital Reduction Court Hearing"                   the hearing by the Court to confirm the Capital Reduction; 
"Capital Reduction Court Order"                     the order of the Court confirming the Capital Reduction under 
                                                    section 648 of the Companies 
                                                    Act; 
"Cash Consideration"                                the cash consideration payable under the terms of the Acquisition 
                                                    of 73 pence per GoIndustry 
                                                    Share; 
"Closing Price"                                     the closing middle market price of a GoIndustry Share at the close 
                                                    of business, as derived 
                                                    from the Daily Official List on the day to which such price 
                                                    relates; 
"Code" or "Takeover Code"                           the City Code on Takeovers and Mergers; 
"Companies Act"                                     the Companies Act 2006, as amended from time to time; 
"Conditions"                                        the conditions to the implementation of the Scheme and the 
                                                    Acquisition, as set out in Appendix 
                                                    I to this announcement (and "Condition" shall mean any of them); 
"Convertible Loan Notes"                            the GBP500,000 unsecured 12 per cent. convertible loan notes due 
                                                    2014 constituted pursuant 
                                                    to the Loan Note Instrument; 
"Court"                                             the High Court of Justice in England and Wales; 
"Court Meeting"                                     the meeting of the Scheme Shareholders (and any adjournment 
                                                    thereof) to be convened by order 
                                                    of the Court pursuant to Part 26 of the Companies Act for the 
                                                    purpose of considering and, 
                                                    if thought fit, approving the Scheme (with or without amendment); 
"Court Order(s)"                                    the Scheme Sanction Court Order and the Capital Reduction Court 
                                                    Order, or, where the context 
                                                    requires, either of them; 
"CREST"                                             a relevant system (as defined in the Regulations) in respect of 
                                                    which Euroclear is the operator 
                                                    (as defined in the Regulations); 
"Daily Official List"                               the Daily Official List as published by the London Stock Exchange; 
"Dealing Disclosure"                                has the same meaning as in Rule 8 of the Code; 
"Disclosed"                                         the information disclosed in (i) the GoIndustry Preliminary 2011 
                                                    Results Announcement on 9 
                                                    May 2012; (ii) any public announcement by GoIndustry to a 
                                                    Regulatory Information Service on 
                                                    or before 5.00 p.m. on the Business Day prior to the date of this 
                                                    announcement; or (iii) otherwise 
                                                    disclosed in writing or in any document provided by or on behalf 
                                                    of GoIndustry, or otherwise 
                                                    made available, to Liquidity Services or Liquidity Services UK or 
                                                    their respective advisers 
                                                    in connection with the Acquisition on or before 5.00 p.m. on the 
                                                    Business Day prior to the 
                                                    date of this announcement; 
"Enlarged Group"                                    Liquidity Services and its direct and indirect subsidiaries and 
                                                    its subsidiary undertakings 
                                                    following completion of the Acquisition; 
"Forms of Proxy"                                    the forms of proxy to be enclosed with the Scheme Document for use 
                                                    at the Court Meeting and 
                                                    the General Meeting; 
"FSA" or "Financial Services Authority"             the Financial Services Authority in its capacity as the competent 
                                                    authority for the purposes 
                                                    of Part VI of FSMA; 
"FSMA"                                              the Financial Services and Markets Act 2000, as amended; 
"General Meeting"                                   the general meeting of GoIndustry Shareholders (and any 
                                                    adjournment thereof) to be convened 
                                                    in connection with the Scheme; 
"GoIndustry" or the "Company"                       GoIndustry-DoveBid plc, a public limited company incorporated 
                                                    under the laws of England and 
                                                    Wales registered with company registration number 5381812 and 
                                                    whose registered office is at 
                                                    St Andrew's House, 18-20 St Andrew Street, London EC4A 3AG; 
"GoIndustry AG"                                     GoIndustry AG, a company incorporated under the laws of Germany 
                                                    registered with business registration 
                                                    number HRB 127487 (Amtsgericht Munchen) and whose address is 
                                                    Ridlerstr. 33, 80339 Munich, 
                                                    Germany; 
"GoIndustry Board"                                  the board of directors of GoIndustry; 
"GoIndustry Directors"                              the directors of GoIndustry referred to in paragraph 8 of this 
                                                    announcement; 
"GoIndustry Group"                                  GoIndustry and its subsidiary and associated undertakings from 
                                                    time to time and, where the 
                                                    context permits, each of them; 
"GoIndustry, Inc."                                  GoIndustry DoveBid, Inc., a corporation incorporated under the 
                                                    laws of Maryland with company 
                                                    registration number D00460584 and whose registered office is at 
                                                    11425 Cronhill Drive, Owings 
                                                    Mills, MD 21117, United States of America; 
"GoIndustry Operations Limited"                     GoIndustry Operations Limited, a private limited company 
                                                    incorporated under the laws of England 
                                                    and Wales registered with company registration number 3853780 and 
                                                    whose registered office 
                                                    is at St. Andrew's House, 18-20 St. Andrew Street, London EC4A 
                                                    3AG; 
"GoIndustry Option Holders"                         the holders of Share Options under the GoIndustry Share Schemes; 
"GoIndustry (Osterreich) GmbH"                      GoIndustry (Osterreich) GmbH, a company incorporated under the 
                                                    laws of Austria registered 
                                                    with business registration number FN 186870i (Landgericht Wr. 
                                                    Neustadt) and whose address 
                                                    is Fischerstr. 74, A-2331 Vosendorf, Austria; 
"GoIndustry Preliminary 2011 Results Announcement"  the announcement by GoIndustry on 9 May 2012 of the audited 
                                                    results of GoIndustry for the 
                                                    financial year ended 31 December 2011; 
"GoIndustry Share Schemes"                          the:- 
                                                    (i) individual unapproved option agreements entered into by the 
                                                    Company with various individuals 
                                                    in 2006 (shortly after the Company's acquisition of GoIndustry AG) 
                                                    pursuant to which the Company 
                                                    granted such individuals options to subscribe for GoIndustry 
                                                    Shares in consideration of the 
                                                    release of all of their options over shares in GoIndustry AG; 
                                                    (ii) GoIndustry 2007 Executive Scheme; and 
                                                    (iii) GoIndustry 2009 Unapproved Share Option Plan; 
 "GoIndustry Shareholders" or "Shareholders"        the holders of GoIndustry Shares (and "GoIndustry Shareholder" 
                                                    shall be construed accordingly); 
"GoIndustry Shares" or "Shares"                     the ordinary shares of 1 pence each in the capital of GoIndustry; 
"GoIndustry (UK) Limited"                           GoIndustry (UK) Limited, a private limited company incorporated 
                                                    under the laws of England 
                                                    and Wales registered with company registration number 4092016 and 
                                                    whose registered office 
                                                    is at St. Andrew's House, 18-20 St. Andrew Street, London EC4A 
                                                    3AG; 
"Liquidity Services"                                Liquidity Services, Inc., a public corporation incorporated under 
                                                    the laws of Delaware, USA 
                                                    whose registered office is at 1920 L Street, N.W., 6(th) Floor, 
                                                    Washington, D.C.; 
"Liquidity Services Board"                          the board of directors of Liquidity Services; 
"Liquidity Services Directors"                      the directors of Liquidity Services referred to in paragraph 9 of 
                                                    this announcement; 
"Liquidity Services Group"                          Liquidity Services and its subsidiary and associated undertakings 
                                                    from time to time and, where 
                                                    the context permits, each of them (including, for the avoidance of 
                                                    any doubt, Liquidity Services 
                                                    UK); 
"Liquidity Services Sub"                            Middlebrook Acquisition Partners, LLC, a limited liability company 
                                                    formed in the State of 
                                                    Delaware, United States of America, whose registered office is at 
                                                    Corporation Trust Centre, 
                                                    1209 Orange Street, Wilmington, Delaware 19081; 
"Liquidity Services UK"                             Liquidity Services Limited, a private limited company incorporated 
                                                    under the laws of England 
                                                    and Wales, a direct, wholly-owned subsidiary of Liquidity 
                                                    Services, with company registration 
                                                    number 04843035 and whose registered office is at Unit 301A, Mill 
                                                    Studio Business Centre, 
                                                    Crane Mead, Ware, Hertfordshire SG12 9PY; 
"Liquidity Services UK Board"                       the board of directors of Liquidity Services UK; 
"Liquidity Services UK Directors"                   the directors of Liquidity Services UK referred to in paragraph 9 
                                                    of this announcement; 
"Listing Rules"                                     the listing rules of the UK Listing Authority; 
"Loan Note Instrument"                              a convertible loan note instrument, dated 15 December 2008 (as 
                                                    amended on 10 September 2009 
                                                    and on 22 December 2011), pursuant to which GoIndustry constituted 
                                                    the Convertible Loan Notes; 
"London Stock Exchange"                             London Stock Exchange plc; 
"Long Stop Date"                                    31 August 2012; 
"Meetings"                                          the Court Meeting and the General Meeting, each a "Meeting"; 
"NASDAQ"                                            the NASDAQ Stock Market; 
"Offer Period"                                      the 'offer period' (as defined by the Code) relating to 
                                                    GoIndustry, which commenced on 1 May 
                                                    2012; 
"Offer Price"                                       73 pence per Scheme Share; 
"Opening Position Disclosure"                       has the same meaning as in Rule 8 of the Code; 
"Ordinary Resolution"                               the ordinary resolution to be proposed at the General Meeting to 
                                                    approve the UK Share Sale 
                                                    Agreement and the US Assets Sale Agreement; 
"Overseas Shareholders"                             Scheme Shareholders who are resident in, or citizens of, a 
                                                    jurisdiction outside the UK; 
"Panel" or "Takeover Panel"                         the Panel on Takeovers and Mergers; 
"RBC Capital Markets"                               RBC Europe Limited, trading as RBC Capital Markets; 
"Registrar of Companies"                            the Registrar of Companies in England and Wales; 
"Regulations"                                       the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), 
                                                    as amended from time to 
                                                    time; 
"Regulatory Information Service"                    any of the services set out in Appendix 3 to the Listing Rules; 
"Restricted Jurisdiction"                           any such jurisdiction where local laws or regulations may result 
                                                    in significant risk of civil, 
                                                    regulatory or criminal exposure if information concerning the 
                                                    Acquisition is sent or made 
                                                    available to GoIndustry Shareholders in that jurisdiction (in 
                                                    accordance with Rule 23.2 of 
                                                    the Code); 
"Scheme"                                            the proposed scheme of arrangement under Part 26 of the Companies 
                                                    Act to effect the Acquisition 
                                                    between GoIndustry and Scheme Shareholders (the full terms of 
                                                    which will be set out in the 
                                                    Scheme Document), with or subject to any modification, addition or 
                                                    condition which GoIndustry 
                                                    and Liquidity Services UK may agree and, if required, the Court 
                                                    may approve or impose; 
"Scheme Court Hearing"                              the hearing by the Court to sanction the Scheme; 
"Scheme Document"                                   the document to be addressed to GoIndustry Shareholders 
                                                    containing, amongst other things, 
                                                    the terms and conditions of the Scheme, certain information about 
                                                    GoIndustry, Liquidity Services 
                                                    and Liquidity Services UK, the notices convening the Shareholder 
                                                    Meetings, an explanatory 
                                                    statement in compliance with section 897 of the Companies Act and 
                                                    such other particulars as 
                                                    required by Part 26 of the Companies Act; 
"Scheme Effective Date"                             the date on which the Scheme becomes effective; 
"Scheme Record Time"                                6.00 p.m. on the Business Day immediately preceding the date on 
                                                    which the Capital Reduction 
                                                    Court Order is made; 
"Scheme Resolutions"                                the resolution to be proposed at the Court Meeting and the Special 
                                                    Resolution to be proposed 
                                                    at the General Meeting; 
"Scheme Sanction Court Order"                       the order of the Court sanctioning the Scheme under Part 26 of the 
                                                    Companies Act; 
"Scheme Shareholders"                               the holders of Scheme Shares (and "Scheme Shareholder" shall be 
                                                    construed accordingly); 
"Scheme Shares"                                     the GoIndustry Shares:- 
                                                    (a) in issue at the date of the Scheme Document; 
                                                    (b) issued after the date of the Scheme Document and prior to the 
                                                    Voting Record Time; and 
                                                    (c) issued at or after the Voting Record Time and at or before the 
                                                    Scheme Record Time in respect 
                                                    of which the original or any subsequent holders thereof are, or 
                                                    shall have agreed in writing 
                                                    to be, bound by the Scheme, 
                                                    in each case other than any GoIndustry Shares registered in the 
                                                    name of, or beneficially owned 
                                                    by, Liquidity Services UK or any member of the Liquidity Services 
                                                    Group; 
"Shareholder Meetings"                              the General Meeting and the Court Meeting (and "Shareholder 
                                                    Meeting" shall be construed accordingly); 
"Share Options"                                     options granted pursuant to the GoIndustry Share Schemes; 
"Special Resolution"                                the special resolution to be proposed at the General Meeting in 
                                                    connection with, amongst other 
                                                    things, the approval/implementation of the Scheme; 
"Statement of Capital"                              the statement of capital in relation to the Capital Reduction 
                                                    required to be sent to the Registrar 
                                                    of Companies in accordance with section 649 of the Companies Act; 
"Substantial Interest"                              in relation to an undertaking, a direct or indirect interest of 10 
                                                    per cent, or more of the 
                                                    total voting rights conferred by the equity share capital (as 
                                                    defined in section 548 of the 
                                                    Companies Act) of such undertaking; 
"Takeover Offer"                                    the implementation of the Acquisition by way of a takeover offer 
                                                    (as that term is defined 
                                                    in section 974 of the Companies Act) under the Code; 
"UK" or "United Kingdom"                            the United Kingdom of Great Britain and Northern Ireland; 
"UK Share Sale Agreement"                           the conditional agreement dated 9 May 2012 entered into between 
                                                    Liquidity Services UK (1) 
                                                    GoIndustry AG (2) and Liquidity Services (3) for the sale to 
                                                    Liquidity Services UK of the 
                                                    entire issued share capitals of GoIndustry (UK) Limited, 
                                                    GoIndustry Operations Limited and 
                                                    GoIndustry (Osterreich) GmbH; 
"UKLA" or "UK Listing Authority"                    the UK Listing Authority, being the FSA acting as competent 
                                                    authority for the purposes of 
                                                    Part VI of the FSMA; 
"United States" or "US"                             the United States of America, its territories and possessions, any 
                                                    state of the United States 
                                                    of America and the District of Columbia; 
"US Assets Sale Agreement"                          the conditional agreement dated 9 May 2012 entered into between 
                                                    Liquidity Services Sub (1) 
                                                    GoIndustry, Inc. (2) and Liquidity Services (3) for the sale to 
                                                    Liquidity Services Sub of 
                                                    the assets and liabilities of GoIndustry, Inc.; 
"Voting Record Time"                                the date and time to be specified in the Scheme Document by 
                                                    reference to which entitlements 
                                                    to vote at the Court Meeting will be determined, expected to be 
                                                    6.00 p.m. on the day which 
                                                    is two days before the date of the Court Meeting or, if the Court 
                                                    Meeting is adjourned, 6.00 
                                                    p.m. on the day which is two days before the date of such 
                                                    adjourned meeting; 
"WH Ireland"                                        WH Ireland Limited, a private limited company incorporated in 
                                                    England and Wales with registered 
                                                    number 2002044 and authorised and registered with the Financial 
                                                    Services Authority, being 
                                                    the independent financial adviser, nominated adviser (for the 
                                                    purposes of the AIM Rules) and 
                                                    broker to GoIndustry; and 
"Wider Liquidity Services UK Group"                 Liquidity Services, its subsidiary undertakings, associated 
                                                    undertakings and any other undertakings 
                                                    in which Liquidity Services and such undertakings (aggregating 
                                                    their interests) have a Substantial 
                                                    Interest (including, for the avoidance of any doubt, Liquidity 
                                                    Services UK).

In this announcement, "subsidiary", "subsidiary undertaking", "parent undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act, but for this purpose ignoring paragraph 20(l)(b) of Schedule 4A of the Companies Act 1985.

All the times referred to in this announcement are London times unless otherwise stated.

All references to "pound", "pounds sterling", "GBP", "pence" and "p" are to the lawful currency of the United Kingdom.

All references to "US$", "$", and "US dollars" are to the lawful currency of the United States.

References to the singular include the plural and vice versa.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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