Ao World Regulatory News (AO.)

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

6 July 2022

AO World PLC

("AO World" or the "Company")

· AO World announces a retail offer via PrimaryBid;

· The price will be 43 pence per share;

· Investors can access the Retail Offer by visiting www.primarybid.com and downloading the PrimaryBid mobile app;

· The issue price for the Retail Shares will be equal to the Placing Price;

· There is a minimum subscription of £250 per investor in the Retail Offer; and

· No commission is charged by PrimaryBid on applications to the Retail Offer.

Retail Offer

AO World today announces a retail offer via PrimaryBid of new Ordinary Shares (the "Retail Shares") of 0.25 pence each in the capital of the Company (the "Retail Offer").

As separately announced today, the Company is conducting a non-pre-emptive placing of new Ordinary Shares (the "Placing Shares") in the capital of the Company (the "Placing", together with the Retail Offer, the "Capital Raise") through an accelerated bookbuild process (the "Bookbuild") at a price of 43 pence per share (the "Placing Price").

The issue price for the Retail Shares will be equal to the Placing Price.

The net proceeds of the Capital Raise will strengthen the balance sheet and increase liquidity back to historic levels (relative to revenue base), and provide the flexibility to capitalise on market opportunities.

Reasons for the Retail Offer

While the Placing has been structured as a non-pre-emptive offer so as to (among other things) minimise cost, time to completion and use of management time, AO World values its retail shareholder base and wants to give those shareholders an opportunity to participate in the Company's equity fundraising alongside other investors.

After consideration of the various options available to it, the Company believes that the separate Retail Offer, which will give retail shareholders the opportunity to participate in the Company's equity fundraising alongside the Placing is in the best interest of shareholders, as well as wider stakeholders in AO World.

Details of the Retail Offer

Members of the public in the UK may participate in the Retail Offer by applying exclusively through the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for these services.

The Retail Offer, via the PrimaryBid mobile app, is now open to retail investors. The Retail Offer will close at the same time as the Bookbuild is completed. The Retail Offer may close early if it is oversubscribed. There is a minimum subscription of £250 per investor under the terms of the Retail Offer.

The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Offer without giving any reason for such rejection.

No commission will be charged to investors on applications to participate in the Retail Offer made through PrimaryBid. It is important to note that once an application for the Retail Shares has been made and accepted via PrimaryBid, that application is irrevocable and cannot be withdrawn.

It is a term of the Retail Offer that the total value of the Retail Shares available for subscription at the Placing Price does not exceed €8 million, as is legally required (equivalent to approximately £6.9m at the exchange rate on 5 July 2022). Accordingly, the Company is not required to publish, and has not published, a prospectus in connection with the Retail Offer as it falls within the exemption set out in section 86(1)(e) and 86(4) of FSMA. The Retail Offer is not being made into any jurisdiction where it would be unlawful to do so. In particular, the Retail Offer is being made only to persons who are, and at the time the Retail Shares are subscribed for, will be outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S ("Regulation S") under the U.S Securities Act of 1933, as amended (the "Securities Act"). Persons who are resident or otherwise located in the United States will not be eligible to register for participation in the offer through PrimaryBid or subscribe for Retail Shares.

The Retail Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares of the Company.

Applications will be made (i) to the Financial Conduct Authority for the admission of the Retail Shares to the premium listing segment of the Official List; and (ii) to London Stock Exchange plc for admission of the Retail Shares to trading on its main market for listed securities (together, "Admission").

Settlement for the Retail Shares and Admission are expected to take place on or before 8.00 a.m. on 11 July 2022. The Retail Offer is conditional upon Admission becoming effective and on the placing agreement (for the purpose of the Placing) entered into by the Company not being terminated in accordance with its terms prior to Admission.

For further details, please refer to www.PrimaryBid.com or email enquiries@primarybid.com. The terms and conditions on which the Retail Offer is made, including the procedure for application and payment for the Retail Shares, is available to all persons who register with PrimaryBid.

It should be noted that a subscription for the Retail Shares and any investment in the Company carry a number of risks. Investors should make their own investigations into the merits of an investment in the Company. Nothing in this Announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice. Investors should take independent advice from a person experienced in advising on investment in securities such as the Company's Ordinary Shares if they are in any doubt.

This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (together with any statutory instruments made in exercise of powers conferred by such act) ("UK MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of UK MAR.

For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 (as transposed into the laws of the United Kingdom), this Announcement is being made on behalf of the Company by Julie Finnemore, Company Secretary.

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement below.

 IMPORTANT NOTICES

This Announcement has been issued by and is the sole responsibility of the Company.

Persons distributing this Announcement must satisfy themselves that is lawful to do so. This Announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction. Any failure to comply with this restriction may constitute a violation of securities laws. Persons needing advice should consult an independent financial adviser.

The distribution of this Announcement and the offering, placing and/or issue of the Retail Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, PrimaryBid or any of their affiliates, agents, directors, officers or employees that that would permit an offer of the Retail Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Retail Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company to inform themselves about and to observe any such restrictions.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES, ITS TERRITORIES OR ITS POSSESSIONS (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, NEW ZEALAND, SINGAPORE 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 HAS NOT BEEN APPROVED BY ANY REGULATORY BODY, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, Japan, South Africa, New Zealand, Singapore or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.

This communication is not a public offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. The Retail Offer is not available to persons in the United States.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Retail Shares and the Retail Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. The Retail Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, the Republic of South Africa, Japan, New Zealand, Singapore or any other jurisdiction in which such activities would be unlawful.

This Announcement contains certain forward-looking statements (including beliefs or opinions) with respect to the operations, performance and financial condition of the Company and its subsidiary undertakings (the "Group"). These statements are based on current expectations or beliefs, as well as assumptions about future events. By their nature, future events and circumstances can cause results and developments to differ materially from those anticipated. Except as is required by applicable laws, no undertaking is given to update the forward-looking statements contained in this Announcement, whether as a result of new information, future events or otherwise. Nothing in this document should be construed as a profit forecast or an invitation to deal in the securities of the Company. This announcement has been prepared for the Group as a whole and therefore gives greater emphasis to those matters which are significant to the Group when viewed as a whole. Past performance cannot be relied upon as a guide to future performance.

This Announcement does not constitute a recommendation concerning any subscriber's investment decision with respect to the Retail Offer. The price of shares and any income expected from them may go down as well as up and subscribers may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each subscriber or prospective subscriber should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement. The Retail Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom 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 and regulations of any jurisdiction outside the United Kingdom.

If you are in any doubt about the contents of this Announcement you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.

It should be remembered that the price of securities and the income from them can go down as well as up.