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

13 April 2022

CIP MERCHANT CAPITAL LIMITED

("CIP" or the "Company")

Update re Final Offer: Release of Irrevocable Undertakings

and

Update re Coro Energy plc

Further to the Company's announcement of 1 April 2022, noting that, inter alia, Corporation Financière Européenne S.A. ("CFE") had declared its Final Offer at a price of 60 pence per Ordinary Share to be wholly unconditional, CIP has agreed to terminate all irrevocable undertakings entered into in respect of the Final Offer by certain CIP Shareholders, as detailed below.

By way of background, on 14 February 2022, the Company published a circular to shareholders in response to the original Offer by CFE at a price of 55 pence per Ordinary Share. On the same date, each of Adrian Collins, Carlo Sgarbi, Goldfinch S.A. (a company wholly owned in equal proportion by Marco Fumagalli and Carlo Sgarbi), John Falla and Stefano Campanovo (the "Irrevocable Providers") provided irrevocable undertakings not to accept any offer made by CFE for the Ordinary Shares in CIP not already held by CFE (or any persons acting in concert with it) (the "Irrevocable Undertakings").

As CFE has subsequently declared its Final Offer to be wholly unconditional, the Company, Strand Hanson and the Irrevocable Providers have entered into deeds of termination in respect of the Irrevocable Undertakings and accordingly the Irrevocable Providers are now free to accept the Final Offer or sell their interests in the Ordinary Shares representing, in aggregate, 13.27 per cent. of the Company's issued share capital.

The CIP Board would note that CFE, in its latest Acceptance Level Update, dated 11 April 2022, stated that it held 27,509,589 CIP Shares, and had received valid acceptances of its Increased Offer in respect of 3,997,924 CIP Shares, representing 14.54 per cent. of the CIP Shares to which the Increased Offer relates, such that, in aggregate, CFE owns or has received valid acceptances in respect of a total of 31,507,513 CIP Shares, representing 57.29 per cent. of the issued share capital of CIP.

Coro Energy plc - Completion of Debt Restructuring

The Board also notes the announcement by Coro Energy plc ("Coro") on 11 April 2022 confirming the completion of the restructuring of its Luxembourg listed Eurobonds, which comprise €11.25 million Tranche A Eurobonds paying an annual cash coupon of 5 per cent. per annum and €11.25 million Tranche B Eurobonds accruing interest at a rate of 5 per cent. per annum payable in cash on redemption (together the "Notes"), as previously announced on 3 March 2022. As a result:

· the maturity of the Notes will be extended by two years to 12 April 2024 (the "Maturity Date");

· all cash interest payments on the Notes will be removed prior to the Maturity Date whilst increasing the coupon to 10 per cent.;

· Coro will continue to actively pursue and support Conrad Asia Energy LTD (the operator of the Duyung PSC) to pursue the sale of the Duyung PSC asset; and

· in the event of a sale of the Company's interest in Duyung PSC, the net cash proceeds of such disposal(s) will be utilised to first repay the capital and rolled up interest on the Notes and thereafter to distribute 20 per cent. of remaining net proceed(s) to holders of the Notes. The remaining net proceeds of any sale(s) will be retained and/or distributed to Coro's shareholders by the Company.

CIP currently holds €4.05 million (principal amount) of the Tranche A Eurobonds issued by Coro in April 2019. In addition, CIP holds 150,684,929 ordinary shares in Coro and 8,524,305 warrants in Coro, each convertible into 10 ordinary shares in Coro at an exercise price of 4 pence per warrant.

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 14 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.