Rbg Holdings Regulatory News (RBGP)

15 February 2022

RBG Holdings plc

("RBG" or the "Group")

£20 million litigation investment arrangement & Investor Presentation

RBG Holdings plc, the professional services group, has today announced that its subsidiary, LionFish Litigation Finance Limited ("LionFish"), has agreed a £20 million litigation investment arrangement (the "Arrangement") with a large alternative investment firm (the "Firm"). LionFish finances litigation matters being run by solicitors outside the Group in return for a significant return on the outcome of those cases.

Under the terms of the Arrangement, the Firm will participate in all of LionFish's litigation investments, investing up to 75% in each of LionFish's investments across the portfolio over a two-year period. LionFish will be entitled to receive a significant share of the returns of the Arrangement after a high single-digit return hurdle has been met, therefore providing significant additional potential returns to LionFish beyond its own investment.

LionFish will have sole discretion in terms of which investments to pursue within a broad set of agreed parameters (similar to LionFish's current investment parameters). The focus of the Arrangement will be on maintaining LionFish's highly selective, quality-focused investment standards, without any undue deployment pressure. LionFish will also be responsible for the administration of each underlying litigation investment.

The Arrangement provides LionFish with significant additional capital flexibility in the investments it makes, allowing it to manage a more diversified and granular portfolio of risks off balance sheet, as well as to move away from the investor sales model currently being used to reduce risk. By partnering with a large alternative investment manager, LionFish has the opportunity to extend or repeat the Arrangement on a rolling basis, potentially providing a long-term flexible capital source that can grow in line with the business

The Arrangement has been approved by RBG's banking partners and is not a debt or credit facility. The Group's balance sheet will remain unchanged as a result of the Arrangement.

Nicola Foulston, CEO of RBG Holdings plc, commented: "This arrangement is a significant development in LionFish's long-term growth, and a validation of our decision to enter the third-party litigation funding market. The arrangement will support our move away from our current model of selling participation rights in cases to investors. It will provide LionFish with the right kind of flexible capital to allow the management team to focus on quality of profits, not the quantity of monies deployed into litigation risks."

Tets Ishikawa, Managing Director of LionFish, commented: "We are delighted to have negotiated this highly innovative and unique structure with a major alternative investment firm. It increases our capacity to invest in litigation funding without falling back on a low-margin, deployment-focused fund management model. The arrangement allows us to diversify our own investment book and enhance the return profiles from our core investment business. This sets up LionFish for an exciting and profitable period of growth."

Investor Presentation

Group CEO, Nicola Foulston and Tets Ishikawa, Managing Director of LionFish will host a live investor presentation about the litigation investment arrangement via the Investor Meet Company (IMC) platform on 21 February at 10.30am.

The online presentation is open to all existing and potential shareholders. Investors can sign up to Investor Meet Company for free and add RBG Holdings plc via

https://www.investormeetcompany.com/rbg-holdings-plc/register-investor

Investors who have already registered and added to meet the company, will be automatically invited.

Questions can be submitted pre-event via the Investor Meet Company dashboard up until 9am the day before the meeting or at any time during the live presentation. Although they may not be able to answer every question received, the presenters will address the most prominent within the confines of information already disclosed to the market.

Enquiries:

About RBG Holdings plc

RBG Holdings plc is a professional services group, which comprises the following divisions:

RBG Legal Services Limited ("RBGLS")

RBGLS is the Group's legal services division which combines the businesses previously operated by Rosenblatt Limited and Memery Crystal LLP.

Rosenblatt

Rosenblatt is one of the UK's pioneering legal practices and a leader in dispute resolution. Rosenblatt provides a range of legal services to its diversified client base, which includes companies, banks, entrepreneurs and individuals. Complementing this is Rosenblatt's increasingly international footprint, advising on complex cross-jurisdictional disputes.

Memery Crystal

Memery Crystal offers legal services in a range of areas such as corporate (including a market-leading corporate finance offering), real estate, commercial, IP & technology (CIPT), banking & finance, tax & wealth structuring and employment. Memery Crystal is one of the leading legal practices in the UK to advise the emerging cannabis sector on a wide range of business issues. Memery Crystal offers a partner-led service to a broad range of clients, from multinational companies, financial institutions and owner-managed businesses to individual entrepreneurs.

LionFish Litigation Finance Limited ("LionFish")

The Group also provides litigation finance in selected cases through a separate arm, LionFish Litigation Finance Limited. LionFish finances litigation matters being run by other solicitors in return for a significant return on the outcome of those cases. As such, the Group has two types of litigation assets - Rosenblatt's own client matters, and litigation matters run by third-party solicitors. LionFish is positioned to be a unique, alternative provider to the traditional litigation funders.

Convex Capital Limited ("Convex Capital")

Convex Capital is a specialist sell-side corporate finance boutique based in Manchester. Convex Capital is entirely focused on helping companies, particularly owner-managed and entrepreneurial businesses, realise their value through sales to large corporates. Convex Capital identifies and proactively targets firms that it believes represent attractive acquisition opportunities.