Gb Group Regulatory News (GBG)

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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

4 October 2022

Statement regarding GB Group plc

Further to the announcement made on 6 September 2022 in relation to a possible offer for GB Group plc ("GBG") by GTCR LLC ("GTCR"), GTCR, on behalf of certain of its affiliated funds, confirms that it does not intend to make an offer for GBG under Rule 2.7 of the Code.

Under Rule 2.8 of the Code, GTCR, on behalf of certain of its affiliated funds, and any person(s) acting in concert with it, reserves the right to make or participate in an offer or possible offer for GBG and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code within six months of the date of this announcement in the following circumstances:

a) with the agreement of the Board of GBG;

b) following the announcement of a firm intention to make an offer for GBG by or on behalf of a third party;

c) following the announcement by GBG of a Rule 9 waiver proposal (as referred to in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or for a reverse takeover (as defined in the Code); or

d) where the Panel on Takeovers and Mergers has determined that there has been a material change of circumstances.

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