CIN.L Regulatory News (CIN)

17 May 2022

CITY OF LONDON GROUP PLC

 ("COLG", the "Company" or the "Group")

Business update

· Continued support by shareholders with investment of c£8.7 million to support the growth and investment in technology of Recognise Bank Limited ("RBL")

· Conversion of high cost preference shares into equity

· Initial strong launch of RBL with origination of c£100M achieved within RBL's first 6 months of obtaining its license

· Rapid strides toward building a technology team alongside continued investment to further strengthen lending growth and to continue to drive efficiency

Further to the announcement made on 25 April 2022, the board is pleased to announce the exercise of warrants by two of the Company's shareholders, Max Barney Investments Limited ("MBIL" or "Max Barney") and Parasol V27 Limited ("PV27"), that were received by both shareholders in August 2021:

The Company will issue 9,458,333 new Ordinary Shares (the "Subscription Shares") of 2 pence each at the subscription price of 69 pence per ordinary share, raising gross proceeds of £6,526,250.

In addition, the board has agreed to enter into a share exchange with HPB Pension Trust ("HPB") under which it has agreed to purchase 2,069,914 preference shares (the "Preference Shares") held by HPB in the Company's subsidiary Credit Asset Management Limited, for a consideration of £2,179,704, which is to be satisfied by way of COLG issuing 3,158,992 new Ordinary Shares of 2 pence in itself, each at a subscription price of 69 pence per new ordinary share to HPB (the "Share Exchange shares"). The subscription price represents a premium of 60.5% against the current share price, being the date prior to the release of this announcement.

The net proceeds will be used to support RBL's continued growth and invest in technology that will build on the Bank's existing flexible and resilient platform to launch innovative products, continue to drive efficiency and deliver an even better customer experience.

An application has been made to the London Stock Exchange for admission of the Share Exchange shares to trade on AIM ("Admission"), which will rank pari passu with existing Ordinary Shares trading on AIM, with Admission expected to become effective, and that dealings in the shares will commence, at 8:00am on 23 May 2022.

Total Voting Rights

Following Admission, the total issued share capital of the Company will consist of 119,430,638 Ordinary Shares of 2 pence each. This number may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Amendment to PV27 agreement

As announced on 10 September 2020, the Company entered into an agreement with PV27 insofar that as the Investor holds more than 30% of the issued share capital, the Company shall, at the request of a director nominated by PV27, convene a general meeting at which certain reserved matters shall be proposed for consideration and, if thought fit, approved by shareholders.

This agreement has been amended only to the extent that the requirement by COLG to convene a general meeting is carved out to satisfy the regulatory requirements envisaged in the provisions of the Prudential Regulatory Authority's 8th February 2022 Supervisory Statement SS7/13 on the Definition of Capital.

Related Party Transaction

Max Barney and PV27 are both deemed to be related parties of the Group under the AIM Rules for Companies, as they each individually hold in excess of 10% of the total voting rights of the company. HPB is connected to Max Barney. As such, the Share Exchange by HPB and the change to the agreement between PV27 and COLG each constitute a Related Party Transaction under Rule 13 of the AIM Rules for Companies (the "Related Party Transactions").

The independent directors of the Company, having consulted with Peel Hunt LLP in its capacity as the Company's nominated adviser for the purposes of the AIM Rules, consider the terms of the Related Party Transactions to be fair and reasonable insofar as the Company's shareholders are concerned.

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 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR. The person who arranged for the release of this announcement on behalf of the Company was David Jenkins, Group Finance Director.

LEI: 2138003UW63TMQ5ZFD85

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