Assetco Regulatory News (ASTO)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or inducement to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of an offer to buy any securities, any vote or approval in any jurisdiction

FOR IMMEDIATE RELEASE

10 June 2022

ASSETCO PLC

("AssetCo" or the "Company")

Supplementary Admission information in relation to the recommend all-share acquisition of River and Mercantile Group PLC ("RMG") and the admission of the Enlarged Share Capital to trading on AIM

On 18 March 2022 AssetCo published an Admission Document in connection with the recommended all-share acquisition of RMG and the admission of the Enlarged Share Capital to trading on AIM, a copy of which is available at www.assetco.com. On 27 April 2022 the board of AssetCo announced the appointment of Numis Securities Limited ("Numis") as its nominated adviser and joint broker.

The information contained in this announcement constitutes supplementary Admission information under the AIM Rules as the appointment of Numis as the Company's nominated adviser constitutes a significant new factor relating to the information contained in the Admission Document. The Appendix to this announcement sets out the new information which is incorporated into and forms part of the Admission Document.

Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Admission Document.

Enquiries:

Important Information

The Company, each of the Directors and the Proposed Director accept responsibility for the information contained in this announcement, including individual and collective responsibility for compliance with the AIM Rules. To the best of the knowledge and belief of the Company, the Directors and the Proposed Director (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

This announcement, which constitutes supplementary information drawn up in accordance with the AIM Rules for Companies, is supplemental to and should be read in conjunction with, the Admission Document (into which it is incorporated), being the Admission Document prepared in connection with the Acquisition and the admission of the Enlarged Share Capital to trading on AIM and which was published on 18 March 2022.

This announcement is being published so as to provide additional information relating to the Company that has occurred since the date of the Admission Document. Shareholders should read the whole text of this announcement and the Admission Document.

Numis, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and financial adviser to the Company in connection with the admission of the Enlarged Share Capital to trading on AIM and the matters set out in this announcement and the Admission Document. Its responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company, the Directors or the Proposed Director or to any other person in respect of his decision to acquire shares in the Company in reliance on any part of the Admission Document (as supplemented by this announcement). Numis is acting exclusively for the Company and for no one else in connection with the admission of the Enlarged Share Capital to trading on AIM. Numis will not regard any other person as its customer in relation to the admission of the Enlarged Share Capital to trading on AIM and will not be responsible to any other person for providing the protections afforded to customers of Numis or for providing advice in relation to the admission of the Enlarged Share Capital to trading on AIM or any transaction or arrangement referred to in this announcement or the Admission Document.

This announcement has been prepared in accordance with and for the purpose of complying with English law and the AIM Rules and 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 of jurisdictions outside England. The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable requirements of their jurisdictions.

This announcement is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 or Prospectus Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.

APPENDIX

1 MATERIAL CONTRACTS

The following contracts, not being contracts entered into in the ordinary course of business, have been entered into by the Group in the period since the publication of the Admission Document and are, or may be, material:

1.1 Joint broker agreement

The Company and Panmure Gordon (UK) Limited ("Panmure Gordon") entered into an engagement letter dated 31 March 2022, under which the Company appointed Panmure Gordon as the Company's joint broker. The engagement letter sets out Panmure Gordon's responsibilities as joint broker. The engagement letter also contains certain obligations for the Company and indemnities given by the Company in respect of any claims arising in connection with the engagement. In consideration for the services, Panmure Gordon is entitled to an annual retainer. Either party may terminate the appointment upon three months' written notice.

1.2 Nominated adviser and broker agreement

The Company and Numis entered into a nominated adviser and broker agreement dated 27 April 2022, under which the Company appointed Numis as the Company's nominated adviser and joint broker. The agreement sets out Numis' responsibilities as nominated adviser and broker. The agreement also contains certain obligations for the Company and indemnities given by the Company in respect of any claims arising in connection with the engagement. In consideration for the services, Numis is entitled to an annual retainer. Either party may terminate the appointment the appointment upon two months' written notice following an initial twelve month term.

1.3 Addendum to nominated adviser and broker agreement

The Company and Numis entered into an addendum letter to the nominated adviser and broker agreement dated 25 May 2022. The addendum sets out Numis' responsibilities as nominated adviser in connection with the admission of the Enlarged Share Capital to trading on AIM.

1.4 Admission agreement

The Company, the Directors, the Proposed Director and Numis have entered into an admission agreement dated 10 June 2022 pursuant to which Numis has agreed to advise the Company in connection with the admission of the Enlarged Share Capital to trading on AIM.

The Company has agreed fee arrangements with Numis and has agreed to pay all of the costs and expenses incidental to Admission, together with any applicable VAT.

The Company, the Directors and the Proposed Director have given certain warranties to Numis as to the accuracy of the information in Admission Document (as supplemented by this announcement). The liability of the Directors and the Proposed Director under these warranties is limited in time and amount, save in certain circumstances. The Company has also given an indemnity to Numis against any losses or liabilities arising out of the proper performance by Numis of its duties under the admission agreement.

1.5 Deed of termination

The Company and Arden entered into a deed of termination dated 10 June 2022 pursuant to which Arden's appointment under the Admission Agreement was terminated.

2 ADDITIONAL INFORMATION ON THE DIRECTORS

In paragraph 9.1 of Part 6 of the Admission Document Phoenix plc is listed as a post directorship of Campbell. This is incorrect and the reference should be to Phoenix Group Holdings plc.

3 General

3.1 Numis has given and not withdrawn its written consent to the issue of this announcement with the inclusion of its name and reference to it.

3.2 Numis is registered in England and Wales under number 02285918, and its registered office is at 45 Gresham Street, London EC2V 7BF. Numis is regulated by the FCA and is acting in the capacity of nominated adviser to the Company.

4 Availability of this announcement

Copies of this announcement and the Admission Document are available on the Company's website at www.assetco.com and a copy of this announcement and the Admission Document are available free of charge from the registered office of the Company, and at the offices of Gowling WLG (UK) LLP at 4 More London Riverside, London SE1 2AU, during normal business hours on any weekday (public holidays excepted) from the date of this Document until at least one month after the date of Admission.