MCL.L Regulatory News (MCL)

21 February 2018

Morses Club PLC

Proposed secondary placing of existing shares

Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or Republic of South Africa or in any other jurisdiction in which offers or sales would be prohibited by applicable law. Further, this announcement is not an offer to sell or a solicitation to buy securities in any jurisdiction, including the United States, Australia, Canada, Japan or Republic of South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. In addition, market soundings were taken in respect of the matters contained in this announcement, with the result that certain persons became aware of such inside information prior to the date of this announcement. Upon the publication of this announcement, this inside information is now considered to be in the public domain and such persons shall therefore cease to be in possession of inside information.

Proposed secondary placing of existing shares in Morses Club PLC

Morses Club PLC ("Morses Club", or the "Company") announces today that, in response to interest from certain institutional investors, it has been notified by Hay Wain Group Limited, formerly Perpignon Limited ("Hay Wain") of its intention to sell no less than 15 million ordinary shares of the Company (the "Placing Shares"), representing approximately 11.6 per cent. of the Company's existing issued ordinary share capital, through a placing to institutional investors (the "Placing"). The price at which the Placing Shares are to be placed will be 130 pence per ordinary share.

The Placing Shares will be offered to institutional investors through an accelerated bookbuild to be carried out by Panmure Gordon (UK) Ltd ("Panmure Gordon") and finnCap Ltd ("finnCap") acting as joint bookrunners (the "Offering"). The books for the Offering will open with immediate effect.

Hay Wain currently holds approximately 66.05 million ordinary shares in the Company, representing 51.0% of the Company's existing issued ordinary share capital. Any of the Company's ordinary shares held by Hay Wain following the Placing will be subject to a lock-up which will end 90 days after completion of the Placing (subject to waiver by Panmure Gordon and finnCap at their absolute discretion as well as certain other limited exceptions).

The Placing is subject to demand, price and market conditions. The timing of the close of the Offering and the basis of distribution of the allocations are at the discretion of Hay Wain, Panmure Gordon and finnCap. The details of the Placing will be announced as soon as practicable after the close of the bookbuilding process.

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

Enquiries:

Notes:

The distribution of this announcement and the offer and sale of the Placing Shares in certain jurisdictions may be restricted by law. The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken by Hay Wain Group Limited, Panmure Gordon or by finnCap or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada, Japan or Republic of 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.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression '2010 PD Amending Directive' means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.

In connection with any offering, Panmure Gordon, finnCap and any of their affiliates acting as an investor for their own account may take up as a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. Panmure Gordon and finnCap do 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.

Panmure Gordon and finnCap, which are authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting on behalf of Hay Wain and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of the Placing Shares. Panmure Gordon and finnCap will not regard any other person as their client in relation to the offering of the Placing Shares.