IntegraFin Holdings Regulatory News (IHP)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND NOT AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA.

PRESS RELEASE

United Kingdom, 27 January 2020

Accelerated bookbuilt offering of approximately 8.5 million existing ordinary shares in IntegraFin Holdings plc

Michael Howard (the "Vendor") is selling approximately 8.5 million existing ordinary shares of IntegraFin Holdings plc ("IntegraFin" or the "Company") corresponding to approximately 2.6% of the outstanding ordinary share capital of the Company. The sale will be undertaken via an accelerated bookbuilt offering to institutional investors (the "Offering").

The Offering is being undertaken, primarily, to enable Michael Howard to complete the funding for a charitable foundation and, residually, for diversification purposes. Michael Howard continues to be a director of the Company and his working relationship with the group is unchanged. IntegraFin will not receive any proceeds from the Offering.

Barclays Bank PLC ("Barclays") and Peel Hunt LLP ("Peel Hunt") are acting as Joint Global Coordinators and Bookrunners for the Offering and Evercore Partners International LLP ("Evercore") is acting as Financial Adviser to the Vendor. Bookbuilding will commence immediately. The right is reserved to close the books at any time. The sale price of the shares and the final size of the Offering will be determined after the books have closed.

Following completion of the Offering, the Vendor will own approximately 8.9% of the outstanding ordinary share capital of the Company. This residual shareholding will be subject to a 180 day lock-up undertaking.

Enquiries:

Barclays +44 (0)20 7623 2323

Chris Madderson

Lawrence Jamieson

Peel Hunt +44 (0)20 7418 8900

Jock Maxwell Macdonald

Al Rae

Evercore +44 (0)20 7653 6000

Jim Renwick

Lucy Berryman

Disclaimer

THE OFFER AND SALE OF THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE APPLICABLE SECURITIES LAWS OF AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES REFERRED TO HEREIN MAY NOT BE OFFERED OR SOLD IN AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA. THERE WILL BE PUBLIC OFFER OF SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION. ANY SECURITIES SOLD IN THE UNITED STATES WILL BE SOLD ONLY TO QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT).

THIS ANNOUNCEMENT IS ONLY DIRECTED AT, AND BEING DISTRIBUTED TO PERSONS OUTSIDE THE UNITED STATES WHO ARE (I) PERSONS IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2 OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129 OF 14 JUNE 2017) (AND AMENDMENTS THERETO TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE); OR (II) PERSONS IN THE UNITED KINGDOM WHO (A) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS (I.E. INVESTMENT PROFESSIONALS WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER")), ARE HIGH NET WORTH ENTITIES FALLING WITHIN THE MEANING OF ARTICLE 49(2)(A) TO (D) OF THE ORDER OR ARE PERSONS TO WHOM IT CAN OTHERWISE BE LAWFULLY DISTRIBUTED AND (B) ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (SUCH PERSONS REFERRED TO IN THIS SUB-PARAGRAPH (II) BEING "RELEVANT PERSONS"). THIS RELEASE MUST NOT BE ACTED ON OR RELIED ON (A) IN THE UNITED KINGDOM BY PERSONS WHO ARE NOT RELEVANT PERSONS, OR (B) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM), BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY REFERRED TO IN THIS ANNOUNCEMENT IS ONLY AVAILABLE TO, AND WILL ONLY BE ENGAGED IN WITH, (1) RELEVANT PERSONS, IN THE UNITED KINGDOM AND (2) QUALIFIED INVESTORS AND OTHER PERSONS WHO ARE PERMITTED TO PURCHASE SECURITIES PURSUANT TO AN EXEMPTION FROM THE PROSPECTUS REGULATION AND OTHER APPLICABLE LEGISLATION, IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM).

NO PROSPECTUS OR OFFERING DOCUMENT HAS BEEN OR WILL BE PREPARED IN CONNECTION WITH THE TRANSACTION. ANY INVESTMENT DECISION TO BUY SECURITIES IN THE TRANSACTION MUST BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION. SUCH INFORMATION IS NOT THE RESPONSIBILITY OF, AND HAS NOT BEEN INDEPENDENTLY VERIFIED BY, ANY OF BARCLAYS, PEEL HUNT OR EVERCORE OR ANY OF THEIR RESPECTIVE AFFILIATES.

BARCLAYS IS AUTHORISED BY THE PRUDENTIAL REGULATORY AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND THE PRUDENTIAL REGULATORY AUTHORITY IN THE UNITED KINGDOM. PEEL HUNT AND EVERCORE ARE REGULATED BY THE FINANCIAL CONDUCT AUTHORITY. BARCLAYS, PEEL HUNT AND EVERCORE ARE ACTING EXCLUSIVELY FOR THE VENDOR AND FOR NO-ONE ELSE IN CONNECTION WITH THE TRANSACTION AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE VENDOR FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF BARCLAYS, PEEL HUNT OR EVERCORE NOR FOR AFFORDING ADVICE IN RELATION TO THE TRANSACTION, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT (INCLUDING, WITHOUT LIMITATION, THE TRANSACTION).

IN CONNECTION WITH ANY OFFERING OF THE SHARES, EACH OF BARCLAYS, PEEL HUNT, EVERCORE AND ANY OF THEIR RESPECTIVE AFFILIATES, ACTING AS AN INVESTOR FOR ITS OWN ACCOUNT, MAY TAKE UP AS A PROPRIETARY POSITION ANY SHARES AND, IN THAT CAPACITY, MAY RETAIN, PURCHASE OR SELL FOR ITS OWN ACCOUNTS SUCH SHARES. IN ADDITION, ANY OF SUCH PERSONS MAY ENTER INTO FINANCING ARRANGEMENTS AND SWAPS WITH INVESTORS IN CONNECTION WITH WHICH IT MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SHARES. IT DOES NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS, OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATION TO DO SO.

THIS ANNOUNCEMENT HAS BEEN ISSUED BY PEEL HUNT ON BEHALF OF THE VENDOR AND IS THE SOLE RESPONSIBILITY OF THE VENDOR APART FROM THE RESPONSIBILITIES AND LIABILITIES, IF ANY, THAT MAY BE IMPOSED ON BARCLAYS, PEEL HUNT OR EVERCORE BY THE FINANCIAL SERVICES AND MARKETS ACT 2000. NONE OF BARCLAYS, PEEL HUNT OR EVERCORE ACCEPTS 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 VENDOR, OR ON THE VENDOR'S BEHALF OR ON BARCLAYS', PEEL HUNT'S OR EVERCORE'S BEHALF, IN CONNECTION WITH THE VENDOR OR THE TRANSACTION, 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 FUTURE PERFORMANCE. EACH OF BARCLAYS, PEEL HUNT AND EVERCORE 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 DOCUMENT AND ANY SUCH STATEMENT OR OTHERWISE ARISING IN CONNECTION THEREWITH.