S4 Cap. Regulatory News (SFOR)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, GUERNSEY, JERSEY, JAPAN, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, REPUBLIC OF IRELAND, SWITZERLAND, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

23 October 2019

S4 CAPITAL PLC

("S4 Capital" or the "Company")

Results of Open Offer 

On 8 October 2019, the Board of S4 Capital announced details of a share issue to raise gross proceeds of £100 million by way of a Firm Placing and a Placing and Open Offer (together the "Issue") primarily to fund the cash consideration payable in connection with the Firewood Merger.

The Issue and the Firewood Merger remain conditional upon: (i) the Merger Agreement becoming or being declared unconditional in all respects; (ii) the Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms; (iii) the Issue Resolution passing at the General Meeting of the Company that has been convened for 24 October 2019; and (iv) Admission becoming effective.

Results of Open Offer

The Company is pleased to announce the results of the Open Offer, which closed for acceptances at 11.00 a.m. on 22 October 2019. Valid applications have been received in respect of 25,260,141 New Ordinary Shares, representing 89.32 per cent. of the number of New Ordinary Shares available under the Open Offer.

Applications have been made for the New Ordinary Shares to be issued via the Open Offer to be admitted to the standard listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's Main Market for listed securities ("Admission"). It is expected that Admission and commencement of dealings in the new Ordinary Shares will occur at 8.00 a.m. on 25 October 2019.

Unless otherwise defined, the terms used in this announcement shall have the same meaning as set out in the announcement released by S4 Capital on 8 October 2019.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below.

Sir Martin Sorrell, Executive ChairmanS4 Capital plc, 12 St James's Place, London SW1A 1NXLEI 21380068SP9V65KPQN68

IMPORTANT NOTICES

This Announcement has been prepared by, and is the sole responsibility of, the Directors of S4 Capital plc.

Dowgate Capital Limited ("Dowgate"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting exclusively for S4 Capital plc in connection with the proposals set out in this Announcement and for no one else and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Announcement and will not be responsible to anyone other than S4 Capital plc for providing the protections afforded to their clients or for providing advice in relation to this Announcement or any transaction, matter or arrangement referred to herein.

HSBC Bank plc ("HSBC"), which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively for S4 Capital plc in connection with the proposals set out in this Announcement and for no one else and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Announcement and will not be responsible to anyone other than S4 Capital plc for providing the protections afforded to their clients or for providing advice in relation to this Announcement or any transaction, matter or arrangement referred to herein.

No representation or warranty, express or implied, is made or purported to be made by Dowgate or HSBC or any of their respective affiliates or any of their respective affiliates' directors, officers, partners, members employees or advisers ("Representatives"), or on their behalf, as to the contents of this Announcement, or for the omission of any material from this Announcement, including its accuracy, fairness, completeness or verification or sufficiency, or concerning any other document or statement made or purported to be made by it, or on its behalf, in connection with the Company, the Issue or the New Ordinary Shares and nothing in this Announcement is, or shall be relied upon as, a warranty or representation in this respect, whether as to the past or future. No liability whatsoever is accepted by either HSBC or Dowgate or any of their respective affiliates or Representatives for the accuracy of any information or opinions contained in this Agreement or for the omission of any material information, for which the Company is solely responsible. Neither Dowgate nor HSBC has authorised the contents of, or any part of, this Announcement and no liability whatsoever is accepted by Dowgate or HSBC for the accuracy of any information or opinions contained in this document or for the omission of any information from this Announcement. Each of HSBC, Dowgate and each of their respective affiliates and Representatives disclaim, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of the acts or omissions of the Company in relation to the Issue this announcement or any such statement.

The New Ordinary Shares have not been, nor will they be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan, or South Africa. Subject to certain exceptions, the Ordinary Shares may not be offered or sold in the United States, Australia, Canada, Guernsey, Jersey, Japan, Hong Kong Special Administrative Region of the People's Republic of China, Republic of Ireland or Switzerland or to or for the account or benefit of any national, resident or citizen of Australia, Canada, Guernsey, Jersey, Japan, Hong Kong Special Administrative Region of the People's Republic of China, Republic of Ireland or Switzerland or any person located in the United States. The Issue and the distribution of this Announcement in other jurisdictions may be restricted by law and the persons into whose possession this Announcement comes should inform themselves about, and observe, any such restrictions.