Distrib. Fin. Regulatory News (DFCH)

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

Distribution Finance Capital Holdings plc (the "Company")Result of Secondary Placing

Further to the announcement on 9 December 2021, Arrowgrass Master Fund Limited (the "Selling Shareholder") announces that it has successfully sold 70,629,900 ordinary shares in the Company at a price of 40 pence per share, which represents approximately 39.38% of the Company's issued share capital (the "Placing"). The Placing, which was oversubscribed, received high levels of support from new and existing blue-chip institutional investors.

Following completion of the Placing, the Selling Shareholder no longer holds any ordinary shares in the Company.

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

IMPORTANT NOTICE

This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United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.

This announcement does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States, Canada, Australia, Japan or any other jurisdiction. The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States, absent registration except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of, the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the securities referred to herein in the United States or in any other jurisdiction.

Liberum is authorised and regulated by the FCA. 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 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. 

This announcement has been issued by Liberum on behalf of the Selling Shareholder and is the sole responsibility of the Selling Shareholder apart from the responsibilities and liabilities, if any, that may be imposed on Liberum by the Financial Services and Markets Act 2000. Liberum does not accept any responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by the Selling Shareholder or on the Selling Shareholder's behalf or on Liberum's behalf, in connection with the Selling Shareholder or the Placing, and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Liberum accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this announcement and any such statement.