SECN.L Regulatory News (SECN)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM, THE UNITED STATES, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW THIS ANNOUNCEMENT DOES NOT CONSTITUTE PERSONAL ADVICE FOR THE PURPOSES OF THE CORPORATIONS ACT 2001 (CTH). THE COMPANY DOES NOT HOLD AN AUSTRALIAN FINANCIAL SERVICES LICENCE AND IS NOT LICENSED TO PROVIDE FINANCIAL PRODUCT ADVICE IN RELATION TO ITS ORDINARY SHARES

17 February 2022

SEC Newgate S.p.A. ("SEC Newgate" or the "Company")

Commencement of Buy-back

SEC Newgate (AIM:SECN), the insight-driven global strategic communications group that works at the nexus of business, politics, communities, markets and media, announces the commencement of a share repurchase plan under the authority to make purchases of its Ordinary Shares, as approved by Shareholders at the Company's annual general meeting held on 10 February 2022.

SEC Newgate will buy-back Ordinary Shares for a period of 90 days. The maximum number of shares that may be repurchased under the share purchase plan is 9,168,882 Ordinary Shares, allowing all Minority Shareholders, who are not participating in the Contribution, to sell their Ordinary Shares. The Buy-back will be carried out at a fixed price of 111.32p per Ordinary Share ("Buy-back Price").

 The Buy-back will take place in two stages:

1. In the Buy-back period before Delisting

SEC Newgate has irrevocably instructed Arden Partners, the Company's broker, to make on-market purchases of the Company's Ordinary Shares up to an aggregate maximum of 5,790,567 Ordinary Shares (such figure excluding the 3,378,315 new SEC Ordinary Shares to be issued post-Delisting and purchased by the Company pursuant to the Inveready Agreement) at a fixed price of 111.32p per share. The programme will be independently managed by Arden, which will make trading decisions independently and without the influence of the Company.

Shareholders wishing to sell Ordinary Shares or CDIs in the on-market Buy-back should contact their broker or financial intermediary.

The Company will announce any market repurchases prior to Delisting no later than 7.30 a.m. on the business day following the day on which the repurchase occurred.

The on-market Buy-back will end on 2 March 2022.

Notwithstanding the price and daily volume restrictions set out in the Commission Delegated Regulation (EU) 2016/1052, purchases by the Company are likely to be made outside of these price and volume restrictions at the Buy-back Price due to the limited liquidity in trading of the Company's Ordinary Shares. Share purchases will take place in open market transactions and may be made from time to time depending on market conditions, share price, trading volume and other factors.

2. In the Buy-back period following Delisting

Should any Minority Shareholders remain in the corporate capital of the Company after completion of the Delisting, the Buy-back will continue post-Delisting (for an overall Buy-back Period of 90 days) by means of a matched bargain facility at the Buy-back Price.

The Company has appointed Asset Match, a firm authorised and regulated by the Financial Conduct Authority, to operate an electronic off-market dealing facility for SEC's Ordinary Shares.

This facility will allow shareholders to sell their Ordinary Shares to the Company in periodic auctions.

The Company will provide further details to Shareholders regarding the structure of the post-Delisting Buy-back and the means to participate in such Buy-back following the Delisting.

Any Ordinary Shares acquired by the Company pursuant to the Buy-back shall either be cancelled or retained in Treasury and eventually disposed of in accordance with the resolution that has been taken by shareholders at the General Meeting.

The Buy-back Period will end on 18 May 2022. After the end of the Buy-back Period the Company may decide to make purchases at different offer prices where the maximum offer price will be no more than 111.32 pence per Ordinary Share.

Capitalised terms used in this announcement shall have the same meaning as set out in the Company's announcement dated 25 January 2022, unless otherwise defined.

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