2012 Shares Buyback

2 July 2019

Better Capital PCC Limited 2012 Cell

2012 Shares Buyback

On 21 December 2016, Better Capital PCC Limited (the "Company") entered into a Buyback Contract (the "Buyback Contract") with BECAP12 Fund LP (the "2012 Fund") to acquire up to 57,096,555 2012 Shares from the 2012 Fund. On 19 June 2018, the Company acquired 15,870,806 2012 Shares from the 2012 Fund and those shares were immediately cancelled.

Under the terms of the Buyback Contract, the Board of the Company now wishes to acquire all of the remaining 12,677,471 2012 Shares held by the 2012 Fund. The shares will be purchased on 2 July 2019 at 9.96 pence per share, being the volume weighted average price ("VWAP") of the 2012 Shares on 1 July 2019 (See Note).

Following the Shares Buyback, the Company will immediately cancel all the 2012 Shares acquired from the 2012 Fund, reducing the number of 2012 Shares in issue from 302,181,436 to 289,503,965. The buyback will not result in any return of capital to the 2012 Shareholders.

The pro forma impact of the Shares Buyback and subsequent cancellation on the 2012 Cell Net Asset Value as at 31 March 2019 is an uplift in the region of 2.4 per cent.

Note - The EGM authority given in December 2016 provided that 2012 Shares shall be purchased at the VWAP of the 2012 Shares on the immediately preceding business day, provided that (in accordance with the Listing Rules) such price shall not exceed and shall be limited to a price per 2012 Share being not more than the higher of (i) 5% above the average market value of the 2012 Shares for the five business days prior to the day the purchase is made and (ii) the value of a 2012 Share calculated on the basis of the higher of the price quoted for (a) the last independent trade of and (b) the highest current Independent bid for, any number of the 2012 Shares occurring before the relevant completion date.

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