Moonpig Gr Regulatory News (MOON)

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

This announcement is not a prospectus nor an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan or Australia.

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. Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of the information contained in the prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, that has been published by Moonpig Group plc (the "Company") and together with its subsidiaries and subsidiary undertakings, the "Moonpig Group" or "Moonpig"), in connection with the offer of ordinary shares in the Company (the "Shares") and the admission of such Shares to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange plc. A copy of the Prospectus is available for inspection from the Company's registered office at 10 Back Hill, London EC1R 5EN, England, and on Moonpig Group's website at www.moonpig.group, subject to certain access restrictions.

5 February 2021

Moonpig Group plc

Exercise of Over-allotment Option

The Company announces that, in connection with its initial public offering (the "Offer"), J.P. Morgan Securities plc (which conducts its UK investment banking activity as J.P. Morgan Cazenove), as stabilising manager, has exercised the over-allotment option (the "Over-allotment Option") granted by Exponent Private Equity Co-Investment GP LLP (as general partner of Exponent Private Equity Partners III (SPV), LP), LCP VIII Holdings, L.P., GoldPoint Partners Select Manager Fund IV, L.P., GoldPoint Partners Select Manager Fund III, L.P., Strategic Partners VII Investments, L.P. (Series D), K Athena Investments No 40 Limited, Storebrand International Private Equity 15 Limited, Hampshire County Council as administering authority and scheme manager of the Hampshire Pension Fund, Perpetual Corporate Trust Limited as custodian for ROC Capital Pty Limited as Trustee for MU Private Capital Trust, PE2 LP, Crown Premium Private Equity VI Master S.C.S., SICAV- FIS, Crown Global Secondaries IV plc, Crown European Markets IV plc and Crown Global Opportunities VI plc in respect of 14,035,599 existing ordinary shares in the Company at the offer price of 350 pence each.

The Company did not participate in the Over-allotment Option.

Giving effect to the exercise of the Over-allotment Option, the total size of the Offer was 154,391,580 Shares, representing 45.13 per cent of the 342,112,913 Shares in issue.

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Notes to Editors

About Moonpig Group

Moonpig is a leading online greeting card and gifting platform, comprising the Moonpig brand in the UK and the Greetz brand in the Netherlands. In both markets, the Moonpig Group is the clear online market leader in cards.

The Moonpig Group's leading customer proposition includes an extensive range of cards, a curated range of gifts, personalisation features and next day delivery offering.

The Moonpig Group offers its products through its proprietary technology platforms and apps, which utilise unique data science capabilities designed by the Moonpig Group to optimise and personalise the customer experience and provide scalability.

Important Legal Information

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.

This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States of America (the "United States"), Australia, Canada, Japan or any other jurisdiction where such release, publication or distribution would be unlawful. This announcement does not contain or constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan or any other jurisdiction where such an offer would be unlawful.

The securities discussed herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities discussed herein is being made in the United States. The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada or Japan. The release, publication or distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions.

This announcement is only addressed to and directed at specific addressees who: (A) if in member states of the European Economic Area (the "EEA"), are persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United Kingdom, are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 who are: (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (C) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (B) and (C) together being "Relevant Persons"). This announcement must not be acted or relied on (i) in the United Kingdom, by persons who are not Relevant Persons and (ii) in any member state of the EEA by persons who are not Qualified Investors. Any investment activity to which this announcement relates (i) in the United Kingdom is available only to, and may be engaged in only with, Relevant Persons; and (ii) in any member state of the EEA is available only to, and may be engaged only with, Qualified Investors.