Mears Regulatory News (MER)

19 November 2018

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

Mears Group PLC

("Mears" or "the Group" or "the Company")

Results of Placing

Mears, a leading service partner to the UK social housing and care sectors is pleased to confirm that pursuant to the announcement earlier today, 6,787,331 new ordinary shares of 1 penny each in the capital of the Company (the "Placing Shares") have been placed by Peel Hunt at a price of 331.5 pence per Placing Share with existing and new institutional investors, raising gross proceeds of approximately £22.5 million.

Applications have been made to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to the premium listing segment of the Official List of the UK Listing Authority (the "Official List") and to the London Stock Exchange for admission to trading of the Placing Shares on its main market for listed securities (together, "Admission"). It is expected that Admission will take place at 8.00 a.m. on 21 November 2018 and that dealings in the Placing Shares on the London Stock Exchange's main market for listed securities will commence at that time.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 1 penny each in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after Admission. The Placing Shares represent approximately 6.5 per cent. of the Company's existing issued share capital. The Placing Price of 331.5 pence per share represents a discount of 9.9 per cent to the middle market price at the time that the Company and Peel Hunt agreed the Placing Price.

Following Admission, the total number of ordinary shares in issue will be 110,422,211 with each share carrying the right to one vote. Mears currently holds no shares held in treasury and therefore, following Admission, the total number of voting rights in the Company will be 110,422,211. The above figure should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the FCA's Disclosure Guidance and Transparency Rules.

PrimeStone Capital LLP ("PrimeStone") is a substantial shareholder for the purposes of chapter 11 of the Listing Rules. PrimeStone is therefore considered to be a related party for the purposes of chapter 11 of the Listing Rules (the "Related Party"). PrimeStone has committed to subscribe for 1,206,636 Placing Shares in the Placing, equating to £3,999,998.34. Under Listing Rule 11.1.10 R, the participation in the Placing by the Related Party constitutes a "smaller" related party transaction and as such does not require the approval of independent ordinary shareholders of the Company. This announcement is made in accordance with Listing Rule 11.1.10R(2)(c).

Save as defined herein, capitalised terms have the same meaning as in the Company's earlier announcement of the same date, copies of which are available on the Company's website www.mearsgroup.co.uk.

For further information, contact:

Mears Group PLC

David Miles, Chief Executive Officer Tel: +44(0)7778 220 185

Andrew Smith, Finance Director Tel: +44(0)7712 866 461

Alan Long, Executive Director Tel: +44(0)7979 966 453

www.mearsgroup.co.uk

Peel Hunt Tel: +44(0)20 7418 8900

Jock Maxwell Macdonald

Sohail Akbar

Justin Jones

Buchanan UK Tel: +44(0)20 7466 5000

Mark Court

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014. The person responsible for making this announcement on behalf of the Company is Andrew Smith, Finance Director.

Note: Nothing in this announcement is intended to be, or is to be construed as, a profit forecast or to be interpreted to mean that earnings per Mears share for the current or future financial years, or those of Mears following the Acquisition, will necessarily match or exceed the historical earnings per Mears share.

About Mears

Mears employs over 10,000 people and provides services in every region of the UK. In partnership with our Housing clients, we maintain, repair and upgrade the homes of hundreds of thousands of people in communities from remote rural villages to large inner city estates. Mears has extended its activities to provide broader housing solutions to solve the challenge posed by the lack of affordable housing. Our Care teams provide support to over 15,000 people a year, enabling the elderly and those living with disabilities to continue living in their own homes.

We focus on long-term outcomes for people rather than short-term solutions, and invest in innovations that make a positive impact on people's quality of life and on their communities' social, economic and environmental wellbeing.

IMPORTANT NOTICE

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in, or into the United States, Australia, Canada, Japan, or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for, any shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions.