7DIG.L Regulatory News (7DIG)

26 September 2019

7digital Group plc

("7digital" or "the Company")

Update on the Concert Party

7digital Group plc (AIM:7dig) provides the following update, as a result of the admission of the subscription shares announced on 20 September 2019.

As previously announced on the 7 June 2019 and detailed further in the Company's circular to shareholders, Magic, Schmuel Koch Holdings Limited, Tamir Koch and David Lazarus are deemed to be acting in concert (the "Concert Party"). As a result of the Subscription, Alan Da Costa, and Larry Schewitz are considered to be acting in concert with the Concert Party for the purposes of the Takeover Code (the "New Concert Party"). The New Concert Party will hold in aggregate following Admission 1,326,448,345 New Shares (representing 57.1 per cent. of the Enlarged Share Capital).

The Company is subject to the City Code on Takeovers and Mergers (the "City Code". Under Rule 9 of the City Code, any person who acquires an interest (as defined in the City Code) in shares which, taken together with shares in which he is already interested in and which persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights of a company which is subject to the City Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with him/her, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of such voting rights, a general offer will normally be required if any further interests in shares are acquired by any such persons. Such a General offer must be made in cash and at the highest price paid by the persons required to make the offer for any interest in shares of the company during the 12 months prior to the announcement of the offer.

When members of a concert party hold more than 50 per cent. of the voting rights in a company, no obligation to make such a general offer will normally arise from acquisitions by any member of the concert party. They may accordingly increase their aggregate interests in shares without incurring any such obligation to make a general offer, although individual members of a concert party will not be able to increase their percentage interests in shares through or between a relevant general offer threshold without Panel consent.

As the New Concert Party will hold over 50 per cent. of the voting , no obligation to make such a general offer will normally arise from acquisitions by any member of the New Concert Party. Any member of the New Concert Party, with the exception of Magic, may accordingly increase their aggregate interests in shares without incurring any such obligation to make a general offer, although individual members of the New Concert Party will not be able to increase their percentage interests in shares through or between a relevant general offer threshold without Panel the Takeover Panel's consent.