CIP.L Regulatory News (CIP)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

For immediate release

1 April 2022

CIP MERCHANT CAPITAL LIMITED

("CIP" or the "Company")

Update re Final Offer from CFE

The Board of CIP (the "Board") notes the announcement made by Corporation Financière Européenne S.A. ("CFE") published earlier today declaring its final, mandatory cash offer for the Ordinary Shares in CIP not already held by CFE (or any persons acting in concert with it) at a price of 60 pence per Ordinary Share to be wholly unconditional.

Pursuant to Rule 9 of the Code, the only condition to the Final Offer by CFE, announced on 16 March 2022, was that valid acceptances were received by CFE which, together with Ordinary Shares acquired or agreed to be acquired by CFE (or any person acting in concert with CFE) before or during the offer period, would result in CFE holding Ordinary Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at a general meeting of CIP.

As at 1.00 p.m. on 31 March 2022, CFE either owned, or was interested in or had received valid acceptances in respect of, a total of 29,462,207 Ordinary Shares (representing 53.56 per cent. of CIP's issued ordinary share capital), which CFE may count towards the satisfaction of the acceptance condition set out in its Original Offer Document. Accordingly, the sole condition to the Final Offer has now been satisfied and the Final Offer is unconditional in all respects.

The Board notes that CFE has stated that the Final Offer has been extended and will remain open for acceptance until the final closing date, being 1.00 p.m. on 15 April 2022.

The Board notes that, as at the time of CFE's announcement earlier today, the current level of CFE's holding of Ordinary Shares, combined with the Ordinary Shares in respect of which acceptances in relation to the Final Offer have been received, was not sufficient for CFE unilaterally to seek to effect a cancellation of the Company's Ordinary Shares from trading on AIM as part of the Final Offer.

The Board remains of the view that the Final Offer undervalued CIP's current investment portfolio and the Company as a whole and accordingly the Board's recommendation to Shareholders to reject the Final Offer remains unchanged.

The Board's Final Response Circular setting out its rationale for rejecting the Final Offer is available on the Company's website at: www.cipmerchantcapital.com.

As the Final Offer has now been declared unconditional in all respects, the Board will seek to liaise with CFE to discuss CFE's intentions in relation to the Company's strategy, the continued quotation of the Company's Ordinary Shares on AIM and the composition of its Board of directors. In addition, the Board will seek to discuss CFE's intentions with respect to the Company's investment manager, in light of its indication that it will seek to replace the Company's investment manager in its Original Offer Document of 18 March 2022.

Unless otherwise defined, terms used in this announcement shall have the same meanings as those set out in the Company's announcement of 23 March 2022.

Enquiries:

Additional information

The information contained in this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 (which applies in the United Kingdom by operation of the European Union (Withdrawal) Act 2018 (as amended)). The person responsible for arranging release of this announcement on behalf of CIP is Adrian Collins.

Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser, nominated adviser and broker to CIP and no-one else in relation to the Final Offer and/or other matters described in this announcement and will not be responsible to anyone other than CIP for providing the protections afforded to clients of Strand Hanson nor for providing advice in relation to the Final Offer, the contents of this announcement or any other matter referred to herein. Neither Strand Hanson nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Strand Hanson in connection with the Final Offer, this announcement, any statement contained herein or otherwise.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available on CIP's website at: www.cipmerchantcapital.com (subject to certain restrictions relating to persons resident in restricted jurisdictions) by no later than 12 noon (London time) on 4 April 2022. For the avoidance of doubt, the content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Availability of hard copies

Shareholders may request hard copies of any document published on the Company's website in connection with the Final Offer by contacting the Company's registrar at: Computershare Investor Services (Guernsey) Limited, 13 Castle Street, St Helier, Jersey JE1 1ES (telephone number: +44 (0)370 707 4040 or email: info@computershare.co.je). Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Final Offer should be in hard copy form.