Softcat Regulatory News (SCT)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

20 November 2015

Softcat plc

Announcement of Exercise of Over-allotment Option

Softcat plc (the "Company") today confirms that, in connection with its initial public offering of ordinary shares in the Company (the "Offer"), Jefferies International Limited, as stabilising manager, has exercised the over-allotment option granted by Peter Kelly, Martin Hellawell and Gilbert John Chalk & Alan Putt (as trustees of a trust of which John Nash, a former director of the Company is the ultimate beneficiary) in respect of 9,587,993 ordinary shares in the Company (the "Over-allotment Shares"). The Over-allotment Shares will be sold at the offer price of 240 pence per Over-allotment Share.

Including the exercise of the over-allotment option, the total size of the Offer was 73,507,949 ordinary shares, representing 37.4% of the 196,776,260 ordinary shares of the Company in issue. Following the Offer and the exercise of the over-allotment option, it is expected that Peter Kelly & Family, Martin Hellawell & Family and Gilbert John Chalk & John Alan Putt as trustees of a trust of which John Nash, a former director of the Company is the ultimate beneficiary, will hold 64,976,058, 14,784,399 and 13,318,364 shares, respectively, or 33.0%, 7.5% and 6.8%, respectively, of the total issued share capital of the Company.

Enquiries:

Important Notice

Jefferies International Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting on behalf of Softcat plc and no one else in connection with the Offer and will not be responsible to any person other than Softcat plc for providing the protections afforded to any of their clients or for providing advice in relation to the Offer.

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 is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within the United States (including its territories and possessions, any State of the United States and the District of Columbia). This announcement is for informational purposes only and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States.

The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act. There will be no public offer of securities in the United States.

This announcement and copies of this announcement are not being made and may not be distributed, published, or sent, directly or indirectly, in whole or in part, in or into Australia, Canada, Japan, South Africa or to any persons in any of those jurisdictions or any other jurisdictions where to do so would be unlawful or would require registration or other measures.

The offer and the distribution of this announcement and other information in connection with the listing and offer 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.

This announcement is not and does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase any securities in Australia, Canada, Japan, South Africa or any other jurisdiction where such an offer would be unlawful.

The securities referred into herein have not been and will not be registered under the applicable securities laws of Canada, Japan, South Africa or Australia and may not be offered or sold in Australia, Canada, Japan or South Africa except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the applicable securities laws. There will be no public offering of securities in Australia, Canada, Japan or South Africa.

This announcement is only addressed to, and directed at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC (as amended) and includes any relevant implementing measure in each member state of the European Economic Area which has implemented the Prospectus Directive. In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts or other persons to whom it may otherwise lawfully be communicated falling within Article 49(2)(a)-(d) of the Order, (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to and will only be engaged in with such persons. This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons; and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.