Motorpoint Regulatory News (MOTR)

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This announcement is an advertisement for the purposes of the UK Prospectus Rules of the Financial Conduct Authority (the "FCA") and not a prospectus and investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published today by Motorpoint Group plc (the "Company" and together with its subsidiaries the "Group") in connection with the proposed admission of the shares in the capital of the Company ("Shares") to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on London Stock Exchange plc's main market for listed securities (together "Admission"). Copies of the Prospectus will, following publication, be available for inspection at the Company's registered office at Chartwell Drive, West Meadows Industrial Estate, Derby, DE21 6BZ, United Kingdom and will be available for inspection on the website of the Company at www.motorpointplc.com, subject to applicable securities laws.

13 May 2016

Motorpoint Group plc

Pricing of Initial Public Offering

Initial public offering of 50,000,000 shares at 200 pence per Share

Admission to the premium listing segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange

Motorpoint, the largest independent vehicle retailer in the UK, announces the successful pricing of its initial public offering (the "Offer") of 50,000,000 shares (the "Sale Shares") at a price of 200 pence per share (the "Offer Price"), with its entire issued share capital of 100,000,000 ordinary shares to be admitted to the premium listing segment of the Official List of the FCA and to trading on the Main Market for listed securities of the London Stock Exchange.

Conditional dealings will commence at 8.00 am on 13 May 2016 under the ticker MOTR.

Key Highlights

· The Offer Price has been set at 200 pence per Sale Share, which will equate to a market capitalisation of £200.0 million on commencement of conditional dealings

· The Offer is expected to raise gross proceeds of £100.0 million for the Selling Shareholder, MP Group Holdings Limited, a company owned and controlled by Motorpoint's co-founder, David Shelton, and other members of the Group's management team

· Immediately following Admission and the Selling Shareholder Reorganisation (details of which will be set out in the Prospectus to be published by the Company later today), Shoby Investments Limited, a company owned and controlled by David Shelton, Motorpoint's co-founder, will hold approximately 22.9% of the Company's issued ordinary share capital

· The Offer comprises 50,000,000 Sale Shares, representing 50% of the Company's issued share capital on Admission

· Admission to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities, and the commencement of unconditional dealings, are expected to take place at 8.00 am on 18 May 2016

· Numis Securities Limited ("Numis") is acting as Global Co-ordinator, Sponsor and Bookrunner. Shore Capital Stockbrokers Limited ("Shore Capital") is acting as Co-Bookrunner. Rothschild is acting as Financial Adviser.

· Following completion of the Offer the Company is expecting to be eligible for inclusion in the FTSE UK Index Series

Full details of the Offer will be included in the Prospectus, which is expected to be published later today and be available on the Company's website, www.motorpointplc.com, shortly thereafter.

Mark Carpenter, Chief Executive of Motorpoint, commented:

"This IPO represents a significant milestone in the Motorpoint journey and I am delighted to welcome our new shareholders to the register. As the largest independent vehicle retailer in the UK, with a differentiated, multichannel, disruptive business model and a compelling customer proposition built around choice, value and service, we believe that this listing on the LSE will provide the catalyst to take the Company to the next stage of its growth."

For further information, please contact

Expected Timetable

Notes to Editors

Except where the context otherwise requires, defined terms used in these notes to editors and this announcement have the meanings given to such terms in the Prospectus to be published by the Company and dated 13 May 2016. Shortly following its publication, the Prospectus will (subject to certain access restrictions) be available online at www.motorpointplc.com.

Group Overview

Motorpoint is the largest independent vehicle retailer in the United Kingdom(1). The Group's principal business is the sale of nearly-new vehicles, the majority of which are up to two years old and which have covered less than 15,000 miles. Motorpoint sells vehicles from brands representing over 95 per cent. of new vehicle sales in the United Kingdom, with models from Ford, Vauxhall, Volkswagen, Nissan, Hyundai, Audi and BMW being amongst the top sellers. The Group operates from 10 retail sites across Great Britain, of which five have opened in the last four years, together with a national call-centre dealing with online enquiries. On 25 April 2016, the Group contracted to acquire a car supermarket site and business at Oldbury near Birmingham. Completion of the acquisition is expected to take place at the end of May 2016 and the site is expected to be operational by the end of June 2016.

Motorpoint's independence from any original equipment manufacturer ("OEM") influence, scale and online offering have allowed it to develop into a disrupter to the established franchised dealer model by providing value based pricing, a broad choice of brands and high levels of customer service. Motorpoint's independence enables it to operate a strategic policy free from any constraints or requirements imposed by OEMs. In addition to the Group's retail sites, sales initiated from its online offering (either customers who reserved a vehicle online or made enquiries to the Group's call-centre following a visit to the Group's website) accounted for approximately 30 per cent. of total retail sales volumes.(2)

In addition to sales of nearly-new vehicles, the Group also operates Auction4Cars.com, a business to business online auction platform for vehicles acquired through the Group's part-exchange offering which do not qualify for Motorpoint's current retail criteria as they are older than the Group's target vehicle age or have a mileage in excess of the Group's target vehicle mileage.

The Group also offers customers products ancillary to the sale of vehicles, including consumer finance packages, vehicle guarantees, insurance products and vehicle protection treatments.

Key Strengths

The Group's key strengths are as follows:

Motorpoint is the UK's largest independent vehicle retailer(3) with c. 52,400 vehicles sold in the year to 31 March 2016, with a differentiated business model which supports its customer proposition

· Group operates across 10 locations throughout Great Britain, and through a national call-centre handling enquiries from online sources

· The Directors believe that the Group has been able to achieve and maintain its leadership position through its strategy of focusing on its core market (the nearly-new car segment), and its customer proposition of choice, value and service

The Group operates as a true multichannel retailer; across its retail sites and online

· Motorpoint's 10 retail sites contain showrooms, light vehicle preparation, storage and valet services, as well as administrative functions as appropriate and its locations are generally positioned for ease of access and are optimally located within 30 minute drive of an appropriate population demographic

· In addition, the Group operates a B2C website (www.motorpoint.co.uk) which is developed and maintained by a dedicated in-house function

· The Group's B2C website is a key cornerstone of its operations, and is vital to driving footfall to its retail sites

· Approximately 30 per cent. of the Group's B2C customers who purchased a vehicle from Motorpoint, start their order process through an online channel(4)

Management believe that the Group's differentiated strategy for sourcing vehicles, its expertise and experience in vehicle buying, and its buying power with suppliers is a key competitive advantage

· The Group sources vehicles primarily from three principal routes; short-term hire companies and other fleet operators, vehicle auctions, and to a lesser extent vehicle remarketing companies working on behalf of OEMs

· Short-term hire companies and other fleet operators offer the Group the opportunity to purchase relatively large quantities of ex-fleet cars that meet the Group's criteria for nearly-new vehicles (based on mileage and age)

· Motorpoint uses vehicle auctions to supplement the volume it receives through short term hire companies and vehicle remarketing companies. The auction market is a mature market, with a good supply of vehicles across a range of marques and models available both online and at sites across the UK

· The Group has a team of eight buyers, each of whom has a depth of experience in sourcing nearly-new cars and who have together combined industry experience of over 120 years

· The Group is able to participate in the acquisition of large lots of vehicles when they come up for sale and, as a consequence, is seen as a key disposal channel for vehicles by its supply chain

Operating model with focus on putting the employee first

· The Group focuses on empowering employees and giving them the key skills required to maintain and enhance the customer proposition, in order to become successful and grow within their role

· Management employ and encourage transparent communication with employees, allowing them to also share in Motorpoint's growth and customer satisfaction through direct remuneration policies

· The Group has created and fostered a culture that creates a virtuous circle; employees feel empowered, supported and well positioned to provide a professional, friendly and knowledgeable vehicle buying experience, which in turn delivers positive results for the Group and an increased level of repeat custom

Strong customer focus

· The Group provides a segment leading customer experience demonstrated by industry leading NPS, alongside high and increasing rates of "repeat and recommend". Additionally, 40 per cent. of cars are ordered unseen, which the Directors believe reflects the customers' perception of the Group as reliable and trustworthy

· In March 2016 the Group achieved a NPS score of 76 per cent. with customers for sold vehicles, and a Feefo score of 95 per cent

· In a survey of 15,000 customers in January and February 2016, 48 per cent. of visitors to Motorpoint's website said that they were visiting either as a returning customer or having been recommended by family or friends

· "Repeat and recommend" business is an important source of sales. The number of repeat customers that have previously purchased a vehicle from Motorpoint has increased significantly over the last four years (from just under 6,000 in 2011 to just around 9,500 in 2015)

Efficient business model with a track record of strong financial returns

· Management is focused on generating efficient returns for the business and the diligent and efficient employment of capital resources

· Recently included in the Top 10 of The Sunday Times Grant Thornton Top Track 250 programme (based on revenue) and the Top 20 of The Sunday Times BDO Profit Track 100 (based on profit growth)

· Management have also been able to generate strong, recurring levels of ROCE; with the Group achieving an average ROCE of >100 per cent per annum over the past three years

· The Group also believes that the efficiency of its business model is demonstrated by the speed of Inventory Turn, with its inventory cash turn being 10.2 times over the financial year ended 31 March 2016

Experienced and proven management team

· The Group has an experienced and proven management team; with the Non-Executive Chairman and Executive Directors having over 60 years of vehicle retailing experience in aggregate

· David Shelton, who co-founded the business in 1998, continues to be a key part of the Group and sits on the Board of the Company

· CEO Mark Carpenter (appointed as CEO in May 2013), joined the Group in 2011 as CFO, and has previously held roles at Sytner Group (the UK's largest prestige motor retailer), including as Group Finance Director, and with Arthur Andersen

· Mark is joined by CFO James Gilmour (appointed in August 2015), who previously held roles at Tesco plc and Volvo Financial Services

· Non-Executive Chairman Mark Morris, who joined the Group in 2010, previously held roles at Sytner Group plc (Managing Director and Finance Director) and Price Waterhouse

Robust balance sheet and free cash flow generation

· The Group has maintained a strong balance sheet with an average net cash position throughout the year and at year-end

· This, in conjunction with strong free cash flow generation due to the Group's strong operating performance and efficient deployment of capital, gives the Group financial and operational flexibility, and has afforded it the ability to fund the opening of five new retail sites since 2012

Resilience through the downturn

· Through the most recent financial downturn, the period of 2008-2012, the Group performed well with revenue falling only in the years ending March 2009 and March 2011

· The reduction in revenue from its highest to lowest levels during this period was less than eight per cent., with the year to March 2010 being the Group's most profitable year ever to that point

· Management believe that this is a testament to the downturn resilience inherent in the business which is the result of the differentiated proposition, sourcing techniques and business model

The Group has bespoke systems and a data rich management information platform, enabling the Directors and management to make informed decisions and monitor progress of the Group

· The Group believes that data empowers the Directors, management and employees to make informed decisions and adds transparency to the organisation. In-house systems collect and process data in three key areas: stock, sales quotes and handover

· Hand-held devices record the journey of every vehicle from receipt on site, through its preparation, display and, ultimately, sale. This allows real-time visibility on the state of the Group's stock and is a key factor in ensuring a rapid stock turn

Dividend policy

The Board intends to adopt a progressive dividend policy to reflect the cash flow generation and earnings potential of the Group.

The Board intends that, in the absence of unforeseen circumstances, the Company will announce an interim dividend with its interim results for the financial year ending 31 March 2017 (expected by 30 November 2016). It is envisaged that interim and final dividends will be paid in the approximate proportions of one-third and two-thirds, respectively, of the total expected annual dividend.

The ability of the Company to pay dividends is dependent upon a number of factors, and there is no assurance that the Company will pay dividends or, if a dividend is paid, what the amount of that dividend will be.

The Board may revise the Company's dividend policy from time to time.

Background and History

Motorpoint was co-founded in 1998 by David Shelton, a director of the Company, with the opening of the Group's first retail site in Derby. The Group's retail site network was expanded during the period from 2001 to 2006 with the opening of four further retail sites in Burnley, Glasgow, Newport and Peterborough. Motorpoint Limited subsequently bought out David Shelton's co-founder in early 2012.

Mark Morris, Motorpoint's Non-Executive Chairman, and Mark Carpenter, the Chief Executive Officer, joined in 2010 and 2011 respectively. Mark Carpenter was appointed Chief Executive Officer in 2013 having initially served as Chief Financial Officer. James Gilmour was appointed as Chief Financial Officer in 2015.

From 2012 to 2015 the Group opened four new sites in Chingford, Birmingham, Widnes and Birtley. The Group's most recent site, Castleford, was opened in April 2016.

The Group's B2C website, www.motorpoint.co.uk, was launched in November 1998, whilst the B2B website, www.auction4cars.com, was launched in October 2008.

The Group began to offer its 'Boomerang' PCP finance package in 1999 and has since expanded the ancillary services offered to customers to include the sale of vehicle guarantees, insurance products and vehicle protection treatments.

Industry Overview

The UK vehicle market has experienced a period of sustained volume growth since its recessionary low in 2009. This growth has been partly driven by the recovery in the UK economy as well as the popularity of alternative financing products for new vehicles (e.g. PCP). The underlying growth in the UK economy has contributed to an increase in fleet new vehicle registrations since 2010. Similarly, the confidence in the economy and availability of competitive finance options, both provided by OEMs and available through other lenders, has boosted private new vehicle sales in particular and also supported sales of used vehicles. The used vehicle market, and particularly the 'nearly-new' segment, is dependent on the flow of new vehicles from sales of new vehicles as a source of future vehicle supply.

Financial Highlights

The Group's revenue increased from £563 million for the year ended 31 March 2015 to £729 million for the year ended 31 March 2016, an annual growth rate of 29 per cent. In the year ended 31 March 2016, the Group retailed 52,400 vehicles, an increase of 11,000 in relation to the year ended 31 March 2015 when the Group retailed 41,400 vehicles. The Group has also experienced year on year growth in operating profit before exceptional items for the past four years; reaching £18.6 million for the year ended 31 March 2016, an increase of £8.1 million on the previous financial year.

The following table sets out the Group's results of operations for the years ended 31 March 2014, 2015 and 2016.

Board of Directors

Mark Morris (Non-Executive Chairman)

Mark has been Chairman of MP Group Holdings Limited (the Selling Shareholder and holding company of Motorpoint prior to the IPO) since January 2013 and prior to that chairman/consultant since December 2010. He has 18 years' experience in motor retail having been Finance Director and then Managing Director of Sytner Group plc. Prior to his role at Sytner Group, Mark was in audit, business advisory and corporate finance with Price Waterhouse where he qualified as a Chartered Accountant. He is currently Senior Independent Director of HomeServe plc and Chairman of Niche Finance Group Limited, and has been a non-executive director of a number of public and privately owned companies over the last ten years. Mark was appointed to the Board of Motorpoint Group plc in April 2016.

Mark Carpenter (Chief Executive Officer)

Mark was appointed CEO of Motorpoint Limited in May 2013 following two years as CFO. He has 14 years' experience in motor retail and was previously Finance Director of Sytner Group from 2005 to 2010. Prior to this, Mark was with Andersen, where he qualified as a Chartered Accountant. He was appointed to the Board of Motorpoint Group plc in April 2016.

James Gilmour (Chief Financial Officer)

James has been Chief Financial Officer of Motorpoint Limited since August 2015. He has nine years' experience in retail, having previously held a number of finance positions at Tesco, including two years as Finance Director of Tesco Slovakia. Prior to Tesco, James held positions with Volvo Financial Services and with Deloitte, where he qualified as a Chartered Accountant. He was appointed to the Board of Motorpoint Group plc in April 2016.

David Edward Shelton (Executive Director)

David co-founded Motorpoint in March 1998 following a ten year career as Buying Director for Motorhouse. He was appointed to the Board of Motorpoint Group plc in April 2016.

Gordon Hurst (Independent Non-Executive Director)

Gordon was appointed to the Board of Motorpoint Group plc as Independent Non-Executive Director in May 2016. Gordon is an Advisor to HG Capital and Non-Executive Chairman of Featurespace Limited. The majority of his executive career was with Capita plc where he spent 27 years including 19 years as Group Finance Director. Gordon trained as a Chartered Accountant with Coopers & Lybrand and chairs the audit committee of the Company.

Mary McNamara (Independent Non-Executive Director)

Mary was appointed to the Board of Motorpoint Group plc as Independent Non-Executive Director in May 2016. Mary has been a Non-Executive Director of One Savings Bank plc since its IPO in 2014 and chairs its remuneration committee. Prior to that Mary was CEO for three years of the commercial division of Close Brothers Group. She spent 18 years with GE in a number of leadership roles including CEO of the European Fleet Services business. Mary has also spent time with Skandia and 14 years at Harrods. Mary chairs the remuneration committee of the Company.

Steve Weller (Independent Non-Executive Director)

Steve was appointed to the Board of Motorpoint Group plc as Independent Non-Executive Director in May 2016. Steve is CEO of uSwitch.com, one of the leading comparison websites, where he has been since 2006. uSwitch.com was expanded rapidly under Steve's leadership where he successfully completed a management buy-out in 2013 with LDC and subsequently sold the business to ZPG plc in 2015. Prior to this Steve was involved in a number of roles in the telecoms industry including Orange.

Significant Interests

Immediately post Admission and following completion of the Selling Shareholder Re-organisation, in so far as is known to the Company, each of the persons identified below will be directly or indirectly interested in 3 per cent. or more of the Company's issued share capital.

*Shoby Investments Limited is wholly owned by David Shelton and his wife Alice Shelton.

DISCLAIMER / FORWARD-LOOKING STATEMENTS

Important notice

The contents of this announcement, for which the Company and its directors are responsible, have been approved by Numis Securities Limited ("Numis"), the Company's sponsor, solely for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA").

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, into the United States (including its territories and possessions), Canada, Japan, South Africa or to any persons in any of those jurisdictions or any other jurisdictions where to do so would constitute a violation of the relevant securities laws of such jurisdiction. The Offer and the distribution of this announcement and other information in connection with the Offer and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any 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 information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement does not contain or constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or other securities to any person in the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Japan, South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, or act as an inducement to enter into any contract or commitment whatsoever.

The sale of the Shares referred to herein have not been and will not be registered under the applicable securities laws of Canada, Japan or South Africa. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Canada, Japan or South Africa. There will be no public offer of the Shares in Canada, Japan or South Africa.

This announcement is only addressed to and directed at persons in member states of the European Economic Area (the "EEA"), other than the United Kingdom, who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended("Qualified Investors"). In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are persons 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 (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.

The Shares will not be offered, directly or indirectly, to the public in Switzerland and the Document does not constitute a public offering prospectus as that term is understood pursuant to art. 652a of the Swiss Federal Code of Obligations. No application has been made for a listing of the Shares on the SIX Swiss Exchange or on any other regulated securities market in Switzerland, and consequently, the information presented in the Document does not necessarily comply with the information standards set out in the relevant listing rules. Neither the Document nor any other offering or marketing material relating to the Shares may be publicly distributed or otherwise made publicly available in Switzerland.

This document has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document and any other document or material in connection with any offer or sale, or invitation for subscription or purchase, of securities may not be circulated or distributed, nor may securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA")) under Section 274 of the SFA; (ii) to a relevant person pursuant to Section 275(1) of the SFA (which includes an accredited investor (as defined in Section 4A of the SFA)), or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA; or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where securities referred to herein are subscribed or purchased pursuant to an offer made in reliance on an exemption under Section 275 of the SFA by a relevant person which is:

1. a corporation (which is not an accredited investor the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

2. a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust (as the case may be) shall not be transferred within 6 months after that corporation or that trust has acquired the securities pursuant to an offer made in reliance on an exemption under Section 275 of the SFA except:

1. to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person where the transfer arises from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA (as the case may be);

2. where no consideration is or will be given for the transfer;

3. where the transfer is by operation of law; or

4. as specified in Section 276(7) of the SFA.

The contents of this document has not been reviewed by any regulatory authority in Singapore. This document may not contain all the information that a Singapore registered prospectus is required to contain. In the event of any doubt about any of the contents of this document or as to your legal rights and obligations in connection with the Offer, please obtain appropriate professional advice.

This announcement does not constitute a prospectus, product disclosure statement or other disclosure document under the Australian Corporations Act 2001 (Cth) ("Corporations Act"), does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act, and has not and will not be lodged with the Australian Securities and Investments Commission.

Any offer in Australia of the Shares may only be made to persons who are "sophisticated investors" (within the meaning of section 708(8) of the Corporations Act), "professional investors" (within the meaning of section 708(11) of the Corporations Act), or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

This announcement contains statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. The forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth and strategies. The forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance.

Numis has been appointed as sponsor, global co-ordinators and as bookrunner. Shore Capital has been appointed as co-bookrunner. Each of the Company, Numis and Shore Capital and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any of the forward-looking statements contained in this announcement whether as a result of new information, future developments or otherwise.

Any purchase of Shares in the Offer shall be made solely on the basis of the information contained in the Prospectus to be published by the Company in connection with the Offer and Admission.

The Offer timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Offer and Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the Offer and Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Before purchasing any Shares, persons viewing this announcement or any of the documents relating to the Offer should ensure that they fully understand and accept the risks that are set out in the Prospectus. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offer. The value of the Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned. Past performance cannot be relied upon as a guide to future performance.

Rothschild is authorised in the United Kingdom by the PRA and regulated by the FCA and the PRA, and Numis and Shore Capital, which are each authorised and regulated by the FCA in the United Kingdom, are acting exclusively for the Company and no one else in connection with the Offer, and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offer, each of the Banks and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by any of the Banks and any of their respective affiliates acting as investors for their own accounts. In addition, certain of the Banks or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of Shares. None of the Banks or any of their respective affiliates intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Apart from the responsibilities and liabilities, if any, which may be imposed on Numis, Rothschild or Shore Capital by the FSMA or the regulatory regime established thereunder, neither Numis, Rothschild or Shore Capital accept any responsibility whatsoever, and make no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by or on behalf of either Numis, Rothschild or Shore Capital, the Company, the Directors, or any other person, in connection with the Company, the Shares or the Offer and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Numis, Rothschild and Shore Capital accordingly disclaim all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

Unless otherwise indicated, market, industry, market share and competitive position data are estimates (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Company ascertained the underlying economic assumptions relied upon therein.