RIV.L Regulatory News (RIV)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

For immediate release

7 June 2022

LEI: 2138005C7REHURGWHW31

River and Mercantile Group PLC (RMG or the Company)

Return of Capital: B Share Purchase Offer

Further to the publication on 8 March 2022 of the explanatory circular regarding the B Share Scheme (the Circular), the passing of all the required resolutions at RMG's General Meeting on 1 April 2022 and the issue and allotment of 85,823,864 B Shares on 6 June 2022, Jefferies International Limited (Jefferies) (acting as principal, and not as agent, nominee or trustee for RMG) has agreed with RMG to make the B Share Purchase Offer in accordance with the Circular and the terms of the Purchase Offer Deed.

Jefferies hereby makes the B Share Purchase Offer, acting as principal (and not as agent, nominee or trustee), to purchase all of the B Shares (being 85,823,864 B Shares) for an amount of £189,996,868.91 in aggregate (free of all expenses and commissions). As 85,823,864 B Shares were in issue as at 7.00 a.m. on 7 June 2022, the offer price is 221.38 pence per B Share (with payments to each Shareholder rounded down to the nearest number of whole pence). Each of the Independent RMG Directors and the Company Secretary of RMG are irrevocably authorised (on behalf of each Shareholder) to accept the B Share Purchase Offer under the Company's Articles of Association and no Shareholder is separately able to accept or reject the B Share Purchase Offer in respect of the B Shares that it receives. A further announcement will be made following the completion of the B Share Purchase Offer.

Shareholder Helplines

If you have any questions about the B Share Scheme, you should visit help.shareview.co.uk or, alternatively, please call the Equiniti shareholder helpline between 8.30 a.m. and 5.30 p.m. (UK time) Monday to Friday (except public holidays in England and Wales) on 0371 384 2050 (calls to this number are charged at the standard geographical rate and will vary by provider) or on +44 (0) 371 384 2050 from outside the UK (charged at the applicable international rate). Please note that calls may be monitored or recorded and the helpline cannot provide financial, legal or tax advice or advice on the merits of the B Share Scheme.

Enquiries:

Important Notices

Capitalised terms used in this announcement which are not otherwise defined in this announcement have the same meaning as in the Circular, which is available at http://data.fca.org.uk/#/nsm/nationalstoragemechanism and on RMG's website at https://riverandmercantile.com/. All references to time in this announcement are to London time.

Jefferies, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company as financial adviser and broker and for no one else in connection with the B Share Scheme and will not be responsible to anyone other than the Company for providing the protection offered to clients of Jefferies nor for providing advice in relation to the B Share Scheme or any other matters referred to in this announcement.

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. This announcement does not constitute an invitation to participate in the B Share Scheme in or from any jurisdiction in or from which, or to or from whom, it is unlawful to make such offer under applicable securities laws or otherwise or where such offer would require a prospectus to be published. Neither this announcement, nor any other document issued in connection with the proposed return of capital to Shareholders, may be issued or distributed to any person except under circumstances which do not constitute an offer to the public under applicable securities laws.

The contents of this announcement are not to be construed as legal, business or tax advice. Each Shareholder should consult their own legal adviser, financial adviser or tax adviser for legal, financial or tax advice respectively.

Notice to Overseas Shareholders

Shareholders who are not resident in the United Kingdom or who are citizens, residents or nationals of other countries should consult their professional advisers to ascertain whether the issue, holding or disposal of the B Shares will be subject to any restrictions or require compliance with any formalities imposed by the laws or regulations of, or any body or authority located in, the jurisdiction in which they are resident or to which they are subject. In particular, it is the responsibility of any Overseas Shareholder to satisfy itself as to full observance of the laws of each relevant jurisdiction in connection with the B Share Scheme, including the obtaining of any government, exchange control or other consents which may be required, or the compliance with other necessary formalities needing to be observed and the payment of any issue, transfer or other taxes or duties in such jurisdiction.

Further details in relation to Overseas Shareholders is contained in paragraph 6 of Part II (Details of the B Share Scheme) of the Circular.