Results of Equity Issue

Softcat PLC

18 September 2026

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

18 September 2026

SOFTCAT plc

("Softcat", the "Company", or the "Group")

Results of equity issue

Softcat plc (LSE: SCT.L) is pleased to announce that it has successfully raised gross proceeds of approximately £354 million of new Ordinary Shares of £0.0005 each in the capital of the Company (the "New Ordinary Shares") (the "Equity Issue"), pursuant to the terms and conditions set out in the Company's launch announcement released yesterday (the "Launch Announcement"). The Company intends to use the net proceeds of the Equity Issue to part-fund the acquisition of GDT Topco, L.P. ("GDT") (the "Acquisition") as also announced yesterday.

Graham Charlton, CEO, commented:

"We are very pleased with the strong support we've received for our equity issue in connection with the acquisition of GDT. I'd like to thank existing shareholders for their continued support and also welcome new investors to Softcat. We are looking forward to working with the GDT team to accelerate toward our shared ambition and deliver growth, creating even greater value for all stakeholders."

A total of 18,518,518 New Ordinary Shares in the capital of the Company (the "Placing Shares") have been placed with existing institutional shareholders and other investors (the "Placing") by J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), Peel Hunt LLP ("Peel Hunt") and BNP PARIBAS ("BNPP") at a price of 1,890 pence per Placing Share (the "Placing Price"). J.P. Morgan Cazenove and Peel Hunt are also the Company's Corporate Brokers.

Concurrently with the Placing, eligible retail investors have subscribed in the offer made by the Company via RetailBook for a total of 211,640 New Ordinary Shares (the "Retail Offer Shares") at the Placing Price (the "Retail Offer").

In addition, all the directors of the Company (the "PDMRs") have indicated non-binding intentions to subscribe for an aggregate of 12,432 New Ordinary Shares at the Placing Price (the "PDMR Subscription Shares") (a "PDMR Subscription").

The Company is currently in a closed period under the UK Market Abuse Regulation ("UK MAR") pending the announcement of the Company's preliminary results for the year ended 31 July 2026 (the "Preliminary Results") which are scheduled for release on 14 October 2026. Accordingly, while the PDMRs would like to participate in the Equity Issue, they are not currently permitted to do so under UK MAR. However, the board of directors of the Company (the "Board") recognises the importance of their participation and as such, assuming the successful completion of the Equity Issue, the PDMRs indicated a non-binding intention to subscribe for PDMR Subscription Shares at the Placing Price (as defined below) when they are legally permitted to do so.

The PDMRs' intention to subscribe for PDMR Subscription Shares is non-binding and remains subject to entry into direct subscription letters with the Company following the announcement of the Preliminary Results. Any PDMR Subscription Shares will be subscribed for pursuant to such subscription letters entered into between the relevant individuals and the Company, rather than pursuant to the Terms and Conditions of the Placing.

The Placing, Retail Offer and any PDMR Subscription in aggregate will comprise 18,742,590 New Ordinary Shares, raising gross proceeds of approximately £354 million for the Company and will represent approximately 9.5 per cent of the existing issued ordinary share capital of the Company prior to the Equity Issue.

The Placing Price represents a discount of approximately 4.0 per cent. to the closing price of 1,968 pence on 17 September 2026, being the last practicable date prior to the date of this Announcement.

Application will be made for the admission of the Placing Shares and the Retail Offer Shares to trading on the London Stock Exchange's Main Market for listed securities ("Admission"). Admission of the Placing Shares and the Retail Offer Shares is expected to become effective at 8.00 a.m. (BST) on or around 22 September 2026.

The Placing, Retail Offer and any PDMR Subscription are conditional upon, amongst other things, Admission becoming effective and upon the placing agreement between the Company and the Joint Global Coordinators not being terminated in accordance with its terms. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares.

The Company has undertaken to the Joint Global Coordinators that, between the date of the Placing Agreement and 180 calendar days after the date of Admission, it will not, directly or indirectly, issue or allot ordinary shares (save for the Retail Offer and any PDMR Subscription), subject to customary exceptions or waiver by the Joint Global Coordinators.

For the purposes of the Disclosure Guidance and Transparency Rules, following Admission (expected to be on or around 22 September 2026), the total number of shares in issue in the Company will be 215,642,562 Ordinary Shares of £0.0005 each. No Ordinary Shares are held by the Company in treasury and, therefore, following Admission, the total number of voting shares in the Company in issue will be 215,642,562. Following Admission, this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.

The New Ordinary Shares will trade under ISIN GB00BYZDVK82.

Related party transaction

Peter Kelly and his concert party (the "Peter Kelly Concert Party Group"), in aggregate, held approximately 33% of the voting rights of the Company immediately prior to the Equity Issue. As part of the Placing, the Peter Kelly Concert Party Group have agreed to subscribe for 6,105,000 Placing Shares for a total subscription amount of approximately £115 million, subject to not being allotted or issued New Ordinary Shares which would result in: (i) any member of the Peter Kelly Concert Party Group, individually, being interested in shares carrying 30% or more of the voting rights of the Company; or (ii) the Peter Kelly Concert Party Group, in aggregate, being interested in shares carrying a higher percentage of the voting rights of the Company than the percentage of voting rights in which they were interested immediately prior to the Equity Issue.

Peter Kelly is regarded as a substantial shareholder in the Company for the purposes of the UK Listing Rules as a result of being entitled to exercise or to control the exercise of (by himself and via his associates) 20 per cent. or more of the votes able to be cast on all or substantially all matters at general meetings of the Company. Peter Kelly and each of his associates (who also form part of the Peter Kelly Concert Party Group) are therefore considered to be related parties of the Company for the purposes of the UK Listing Rules.

The participation in the Placing by the Peter Kelly Concert Party Group therefore constitutes a notifiable related party transaction falling within UK Listing Rule 8.2.1R. Accordingly, the Board of Directors of the Company confirms that it considers that participation in the Placing by the Peter Kelly Concert Party Group is fair and reasonable as far as shareholders of the Company are concerned, and that the Board has been so advised by J.P. Morgan Cazenove as sponsor to the Company.

Participation in the PDMR Subscription

The PDMRs have indicated a non-binding intention to subscribe for an aggregate of 12,432 New Ordinary Shares at the Placing Price, as follows:

Name of PDMR	Number of PDMR Subscription Shares
Graeme Watt	5,291
Graham Charlton	529
Katy Mecklenburgh	1,322
Robyn Perriss	1,058
Jacqui Ferguson	529
Lynne Weedall	1,058
Mayank Prakash	2,645

Pre-Emption Group Reporting

The Equity Issue is a non-pre-emptive issue of equity securities for cash and accordingly the Company makes the following post-transaction report in accordance with the most recently published Pre-Emption Group Statement of Principles (2022).

Name of issuer	Softcat plc
Transaction details	The Equity Issue of 215,654,994 New Ordinary Shares comprises the Placing to institutional investors, the Retail Offer to eligible UK retail investors via RetailBook and a possible PDMR Subscription by the PDMRs, and represents, in aggregate, approximately 9.5 per cent of the existing issued ordinary share capital of the Company prior to the Equity Issue. Settlement for the Placing Shares and Retail Offer Shares and Admission is expected to become effective at 8.00 a.m. (BST) on or around 22 September 2026.
Use of proceeds	The Company intends to use the net proceeds raised pursuant to the Equity Issue to fund a portion of the consideration for the Acquisition and transaction-related costs. In the event that the Acquisition does not complete, the Board would consider, in light of circumstances at the time, the appropriate use of the net proceeds raised pursuant to the Equity Issue, including the extent to which they should be retained for general purposes or used in relation to other capital investments or acquisition opportunities as well as the appropriate extent to which the funds would be returned to the Company's shareholders.
Quantum of proceeds	In aggregate, the Placing and Retail Offer raised gross proceeds of approximately £354 million and net proceeds of approximately £345 million. The PDMR Subscription would, if completed, raise additional proceeds of up to approximately £235,000.
Discount	The Placing Price represents a discount of approximately 4.0 per cent. to the closing price of 1,968 pence on 17 September 2026, being the last practicable date prior to the date of this Announcement.
Allocations	Allocations were determined in consultation between the Company and the Joint Global Coordinators, and allocations were carried out in compliance with the applicable MiFID II allocation requirements. Where possible, soft pre-emption has been adhered to in the allocations process. Allocations made outside of soft pre-emption were preferentially directed towards existing shareholders in excess of their pro rata entitlements, and wall-crossed investors.
Consultation	Prior to launch of the Placing, the Joint Global Coordinators undertook a market sounding process, including with major shareholders, to the extent reasonably practicable and permitted by law.
Retail investors	The Equity Issue included the Retail Offer, for a total of 211,640 Retail Offer Shares, via the RetailBook platform. Retail investors who participated in the Retail Offer were able to do so at the same Placing Price as all other investors participating in the Placing and the Subscription. The Retail Offer was made available to existing shareholders and new investors in the UK. Investors were able to participate through RetailBook's partner network of retail brokers, wealth managers and investment platforms. As such, to the extent practicable on the transaction timetable, eligible UK retail investors (including certificated retail shareholders) had the opportunity to participate in the Retail Offer alongside institutional investors. Allocations in the Retail Offer were preferentially directed towards existing shareholders in keeping with the principle of soft pre-emption.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Softcat plc: Graham Charlton, Chief Executive Officer Katy Mecklenburgh, Chief Financial Officer Michael Watts, Head of Investor Relations	[phone]
J.P. Morgan Cazenove (Joint Global Coordinator, Joint Bookrunner, Joint Corporate Broker and Joint Financial Adviser): Bill Hutchings James Summer Jessica Murray Ram Chockalingam	[phone]
Peel Hunt (Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker): Neil Patel Sohail Akbar Alice Lane Benjamin Cryer	[phone]
FTI Consulting LLP: Ed Bridges Matt Dixon Dwight Burden	[e-mail]

IMPORTANT NOTICES

This Announcement has been determined to contain inside information. The responsible individual for inside information at the Company is Luke Thomas (Company Secretary).

No action has been taken by the Company or the Banks, or any of their respective Affiliates, or any of its or their respective agents, directors, officers or employees (collectively, "Representatives"), that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes shall inform themselves about, and observe, such restrictions.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (EU) 2017/1129 as amended from time to time (the "EU Prospectus Regulation") or the Public Offer and Admissions to Trading Regulations 2024 (SI 2024/105) ("POATR") and the Prospectus Rules: Admission to Trading on a Regulated Market Sourcebook of the FCA (being the regulated market admission rules referred to in Regulation 14(2) of the POATR) ("PRM") (as applicable)). Persons needing advice should consult an independent financial adviser.

This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA"), does not apply.

This Announcement is for information purposes only and does not constitute an offer or invitation to underwrite, buy, acquire, subscribe for, sell or issue, or the solicitation of an offer to buy, sell, acquire, dispose of or subscribe for the Placing Shares or any other security in the United States, Australia, Canada, Japan, South Africa or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful or require registration.

The Placing Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an exemption therefrom, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any State or other jurisdiction of the United States.

The Placing Shares are being offered and sold within the United States to a limited number of institutional investors reasonably believed to be "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act, in a private placement exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof. There will be no public offer of the Placing Shares in the United States. The Placing Shares sold in the United States will be "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act.

Neither the Placing nor the Placing Shares have been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or Placing Shares or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

This Announcement shall not constitute, nor may it be used in connection with, any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act.

In South Africa, the Placing will only be made by way of separate private placement to: (i) selected persons falling within one of the specified categories listed in section 96(1)(a) of the South African Companies Act 71 of 2008, as amended (the "South African Companies Act"); or (ii) selected persons, acting as principal, acquiring New Ordinary Shares for a total acquisition cost of ZAR1,000,000 or more, as contemplated in section 96(1)(b) of the South African Companies Act ("South African Qualifying Investors"). The Placing is not being made to, and cannot be accepted by, any person that is not a South African Qualifying Investor or any person that is otherwise prohibited from participating in the Placing for any reason, including in South Africa. Accordingly: (i) the Placing is not an "offer to the public" as contemplated in the South African Companies Act; (ii) the information contained in this announcement does not, nor does it intend to, constitute a "registered prospectus" or an "advertisement" in relation to an "offer to the public", as contemplated by the South African Companies Act and the South African Companies Regulations of 2011 (the "Companies Regulations"); and (iii) no prospectus has been filed with the South African Companies and Intellectual Property Commission ("CIPC") in respect of the Placing. As a result, this announcement does not comply with the substance and form requirements for a prospectus set out in the South African Companies Act and the Companies Regulations, and has not been approved by, and/or registered with, the CIPC.

The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended ("FAIS Act") and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the New Ordinary Shares or in relation to the business or future investments of the Company and its subsidiaries, is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in this announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa.

This Announcement does not constitute, or purport to include the information required of, a disclosure document under Chapter 6D of the Corporations Act 2001 (Cth) of Australia ("Corporations Act") and will not be lodged with the Australian Securities and Investments Commission. Accordingly, this Announcement does not contain the information which would be contained in a prospectus prepared under the Corporations Act and does not purport to contain all of the information that may be necessary or desirable to enable a potential investor to properly evaluate and consider any investment opportunity. It does not constitute financial product advice or legal, business or tax advice in relation to the Equity Issue or the Acquisition and nothing in this Announcement should be taken to constitute a recommendation or statement of opinion that is intended to influence any person in making a decision to participate in the Placing or the Equity Issue. This Announcement has been prepared without taking into account the investment objectives, financial situation or needs of any person and therefore before making any investment decision in relation to the Placing you should consider if you want to seek professional advice.

No offer of Placing Shares will be made in Australia except to a person who is: (i) a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act or experienced investors meeting the criteria in section 708(10) of the Corporations Act or a "professional investor" within the meaning of section 708(11) of the Corporations Act; and in each case (ii) a "wholesale client" for the purposes of section 761G of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect. No Placing Shares may be offered for sale (or transferred, aligned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act.

The relevant clearances for the Placing have not been, and nor will they be, obtained from the securities commission or similar regulatory authority of any province or territory of Canada. The offering of the Placing Shares is being made on a private placement basis only in the provinces of British Columbia, Alberta, Ontario and Quebec and is exempt from the requirement that the Company prepare and file a prospectus with the relevant securities regulatory authorities in Canada. No offer of securities is made pursuant to this Announcement in Canada except to a person who has, among other things, represented to the Company and the Joint Global Coordinators that such person: (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); (iii) is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and (iv) is not an individual. Any resale of the Placing Shares acquired by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada.

This Announcement is for information purposes only and is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (a) persons in member states of the European Economic Area, who are "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation; or (b) persons in the United Kingdom who are "qualified investors" within the meaning of paragraph 15 of schedule 1 to POATR and who are (i) "investment professionals" within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order, or (c) persons to whom it may otherwise be lawfully communicated (all such persons in (a), (b) and (c)) together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

J.P. Morgan is authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority. Peel Hunt is authorised and regulated in the United Kingdom by the Financial Conduct Authority. BNP PARIBAS is authorised and regulated by the European Central Bank and the Autorité de contrôle prudentiel et de résolution. BNP PARIBAS is authorised by the Prudential Regulation Authority and is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority.

Each of the Banks is acting exclusively for the Company and no one else in connection with the Placing, the content of this Announcement and other matters described in this Announcement. The Banks will not regard any other person as their respective clients in relation to the Placing, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.

None of the Banks or any of their respective Affiliates or any of their or their Affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this Announcement (or whether any information has been omitted from the Announcement) or any other information relating to the Company or its associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of the Announcement or its contents or otherwise arising in connection therewith.

This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Banks nor any of their respective Affiliates or Representatives for the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of any Bank or any of their respective Affiliates or Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility therefor is expressly disclaimed. The Banks and each of their respective Affiliates and Representatives accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by any Bank or any of their respective Affiliates or Representatives as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Banks. Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide for future performance and persons reading this Announcement should consult an independent financial adviser.

This Announcement contains certain forward-looking statements which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this Announcement. None of the Company, the Banks or their respective Affiliates undertakes or is under any duty to update this Announcement or to correct any inaccuracies in any such information which may become apparent or to provide you with any additional information, other than any requirements that the Company may have under applicable law or the Listing Rules of the London Stock Exchange, the EU Prospectus Regulation, the POATR, the PRM, the Disclosure Guidance and Transparency Rules, UK MAR or EU MAR. To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this Announcement. The information in this Announcement is subject to change without notice. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

In connection with the Placing, each of the Banks and any of their Affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, subscribed for, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Banks and any of their Affiliates acting in such capacity. In addition, the Banks and any of their Affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Banks and any of their respective Affiliates may from time to time subscribe for, acquire, hold or dispose of shares. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This Announcement does not constitute a recommendation to acquire any securities of the Company.

INFORMATION TO DISTRIBUTORS

Solely for the purposes of the product governance requirements contained within: (i) (a) EU Directive 2014/65/EU on markets in financial instruments, as amended, ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"); and (ii) the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements" and together with the MiFID II Product Governance Requirements, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II or the FCA Handbook Conduct of Business Sourcebook (as applicable); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II or the FCA Handbook Product Intervention and Product Governance Sourcebook (as applicable) (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors (for the purposes of the Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or the FCA Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

END