Ascential Regulatory News (ASCL)

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26 February 2016

Ascential PLC

Exercise of Over-Allotment Option

Further to its announcement on 9 February 2016 relating to its initial public offering (the "Offer"), Ascential plc (the "Company") is pleased to announce today that Merrill Lynch International, as stabilising manager, has partially exercised the over-allotment option granted by Guardian Media Group PLC and Eden Debtco 2 S.à r.l. (an entity owned by funds advised by Apax Partners LLP) in respect of 10,009,695 ordinary shares in the Company (the "Over-allotment Shares"). The Over-allotment Shares will be sold at the offer price of 200 pence per ordinary share.

Including the exercise of the over-allotment option, the total size of the Offer was 149,959,695 ordinary shares, in total representing 37.5% of the 400,000,000 ordinary shares of the Company currently in issue.

Disclaimer

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, 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), Australia, Canada, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any 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.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities referred to herein may not be offered or sold, directly or indirectly, in the United States unless registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. The offer and sale of securities referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the ordinary shares in the United States, Australia, Canada or Japan. Subject to certain exceptions, the ordinary shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.