Cerillion Regulatory News (CER)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER TO SELL OR ACQUIRE SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY OTHER JURISDICTION.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (AS FURTHER AMENDED, VARIED OR SUBSTITUTED FROM TIME TO TIME AS A MATTER OF UK LAW). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

AIM: CER

CERILLION PLC

("Cerillion")

Billing, charging and customer relationship management software solutions provider

PROPOSED SECONDARY PLACING

Louis Hall (the "Selling Shareholder"), CEO of Cerillion, announces his intention to sell a minimum of 1,333,334 ordinary shares in Cerillion (the "Placing Shares") in the capital of Cerillion Plc ("Cerillion") at a price of 1500 pence per Placing Share.

The Placing Shares are being offered to institutional investors by way of an accelerated bookbuild (the "Placing"), which will be launched immediately following this announcement and may close at any time on short notice.

Panmure Liberum Limited ("Panmure Liberum") is acting as Sole Bookrunner for the Selling Shareholder in connection with the Placing.

The Selling Shareholder currently owns 8,987,709 ordinary shares representing approximately 30.47% of Cerillion's issued share capital (excluding treasury shares). The Placing Shares rank pari passu in all respects with Cerillion's ordinary shares.

The final number of Placing Shares to be placed will be agreed by Panmure Liberum and the Selling Shareholder at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process are at the absolute discretion of Panmure Liberum.

Cerillion is not a party to the Placing and will not receive any proceeds from the Placing.

The Selling Shareholder has undertaken that it will not dispose of any further shares in Cerillion for a period of 365 days following completion of the Placing, subject to certain exceptions and waiver by Panmure Liberum ("Lock-in period"). The Seller has also agreed to an orderly market provision for a further 180 days on conclusion of the Lock-in period.

Enquiries:

Panmure Liberum

Sole Bookrunner to the Selling Shareholder

Nominated Adviser & Joint Corporate Broker to Cerillion

Bidhi Bhoma, Edward Mansfield, Freddie Wooding +44 20 3100 2000

IMPORTANT NOTICE

Members of the public are not eligible to take part in the Placing. This announcement is for information purposes only and is directed only at: (a) persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(e) of regulation (EU) 2017/1129 (the "Prospectus Regulation") ("Qualified Investors") and (b) in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "Investment Professionals" in Article 19(5) of the Financial Services And Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2) of the order and (ii) are "Qualified Investors" as defined in prospectus regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (each a "Relevant Person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. 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. The announcement does not itself constitute an offer for sale of any securities.

This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, Japan, South Africa or any other jurisdiction where such an announcement would be unlawful. 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. No action has been taken that would permit an offering of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

The Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold, or transferred, 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. Accordingly, the Placing Shares will be offered and sold only (i) outside of the United States in "offshore transactions" to persons who are not "U.S. persons" within the meaning of and pursuant to Regulation S under the Securities Act; and (ii) within the United States only to persons who are reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. No public offering of the Placing Shares will be made in the United States or elsewhere.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision in connection with the Placing must be made on the basis of all publicly available information relating to Cerillion's shares. Such information has not been independently verified. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

In connection with the Placing, Panmure Liberum or any of its respective affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for its own accounts such Placing Shares and other securities of Cerillion or related investments in connection with the Placing or otherwise. Accordingly, references to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Panmure Liberum and any of their respective affiliates acting as investors for their own accounts. Panmure Liberum does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in Cerillion or its shares.

Panmure Liberum is authorised and regulated by the Financial Conduct Authority. Panmure Liberum is acting for the Selling Shareholder only in connection with the Placing and no one else, and will not be responsible to anyone other than the Selling Shareholder for providing the protections offered to clients of Panmure Liberum nor for providing advice in relation to the Placing Shares or the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.