Barclays Nts45 Regulatory News (33JE)

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

COMPLETION OF ACCELERATED BOOKBUILD OFFERING OF 16 MILLION EXISTING ORDINARY SHARES IN ALFA FINANCIAL SOFTWARE HOLDINGS PLC ("ALFA" OR THE "COMPANY")

9 MARCH, 2023

Further to the announcement on 8 March 2023, CHP Software and Consulting Limited (the "Seller") announces that it has completed the sale of 16 million ordinary shares in Alfa at a price of £1.35 per share (the "Offering"), raising gross proceeds of approximately £22 million. Alfa is not party to the Offering and will not receive any proceeds from the Offering.

Following the Offering, Andrew Page's indirect shareholding is 162,818,036 shares, representing approximately 54.92% of the issued share capital of Alfa.

The Seller has undertaken that, following completion of the Placing, it will not dispose of further shares in the Company for a period of at least 90 days, subject to customary exceptions.

Allocations will be confirmed today, 9 March 2023, for settlement on 13 March 2023.

Barclays Bank PLC, acting through its investment bank ("Barclays"), Investec Bank PLC ("Investec") and Panmure Gordon (UK) Limited ("Panmure Gordon") acted as Joint Global Coordinators and Bookrunners for the Offering.

Enquiries:

Barclays +44 (0)20 7623 2323

Joint Global Co-ordinator and Joint Bookrunner

Dominic Harper

Casey Bandman

Investec +44 (0)20 7597 5692

Joint Global Co-ordinator and Joint Bookrunner

Patrick Robb

Virginia Bull

Panmure Gordon +44 (0)20 7886 2500

Joint Global Co-ordinator and Joint Bookrunner

Rupert Dearden

James Sinclair-Ford

Important Notice

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS IN SUCH MEMBER STATE WITHIN THE MEANING OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) (THE "EU PROSPECTUS REGULATION")); AND (2) IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS IN SUCH MEMBER STATE WITHIN THE MEANING OF THE PROSPECTUS REGULATION as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (THE "UK PROSPECTUS REGULATION") WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 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.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer of, or the solicitation of an offer to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer or solicitation is unlawful.

The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the applicable securities laws of any state or other jurisdiction of the United States or of Canada, Australia, South Africa or Japan. Such securities may not be offered or sold in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not otherwise subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of such securities in the United States or in any other jurisdiction.

The securities referred to herein have not been approved or disapproved by the US 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 the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of the Seller, Barclays, Investec, Panmure Gordon or any of their respective affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Seller, Barclays, Investec, Panmure Gordon or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or 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. Persons into whose possession this announcement comes are required by the Seller, Barclays, Investec and Panmure Gordon to inform themselves about and to observe any applicable restrictions.

Barclays, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom is acting only for the Seller in connection with the Placing and will not be responsible to anyone other than the Seller for providing the protections offered to the clients of Barclays nor for providing advice in relation to the Placing or any matters referred to in this announcement.

Investec, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom is acting only for the Seller in connection with the Placing and will not be responsible to anyone other than the Seller for providing the protections offered to the clients of Investec nor for providing advice in relation to the Placing or any matters referred to in this announcement.

Panmure Gordon, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting for the Seller in connection with the Placing and will not be responsible to anyone other than the Seller for providing the protections offered to the clients of Panmure Gordon nor for providing advice in relation to the Placing or any matters referred to in this announcement.

Barclays, Investec, Panmure Gordon and any of their respective affiliates acting as an investor for its own account may participate in the offering on a proprietary basis and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition, they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. None of Barclays, Investec or Panmure Gordon intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions relating to the Company's business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the retail industry. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.