SGM.L Regulatory News (SGM)

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

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

11 June 2021

RECOMMENDED CASH ACQUISITIONOFSIGMA CAPITAL GROUP PLCBYSIX BIDCO LTD

(a wholly-owned indirect subsidiary of investmentfunds managed by PineBridge Benson Elliot LLP)

to be effected by means of a scheme of arrangementunder Part 26 of the Companies Act 2006

Summary

· The boards of Six Bidco Ltd ("Bidco") and Sigma Capital Group plc ("Sigma") are pleased to announce they have reached agreement on the terms and conditions of a recommended cash offer by Bidco for the entire issued and to be issued share capital of Sigma (the "Acquisition").

· Under the terms of the Acquisition, each Sigma Shareholder will be entitled to receive:

for each Sigma Share 202.1 pence in cash (the "Cash Offer")

· The price per Sigma Share under the terms of the Cash Offer represents a premium of approximately:

o 35.6 per cent. to the closing price of 149.0 pence per Sigma Share on 10 June 2021 (being the Last Practicable Date);

o 37.1 per cent. to the volume weighted average price of 147.5 pence per Sigma Share for the three months to 10 June 2021 (being the Last Practicable Date); and

o 44.9 per cent. to the volume weighted average price of 139.5 pence per Sigma Share for the six months to 10 June 2021 (being the Last Practicable Date).

· The Acquisition values the entire issued ordinary share capital of Sigma at approximately £188.4 million on a fully diluted basis.

· During late 2020, in light of the strategic progress Sigma had made during the year, notwithstanding the COVID-19 crisis, Sigma's Directors decided to review the strategic options and relative benefits of the various routes available to the business to fund its future growth and maximise shareholder value. Recognising the attractiveness of Sigma as a platform for investors with access to greater capital availability, the Sigma Directors decided to appoint Rothschild & Co to run a private sale process for Sigma in order to maximise value for Sigma's shareholders. This process attracted participation from multiple well-funded parties and Sigma provided interested parties with access to due diligence information through a virtual data room and a series of management sessions. Following a period of review, further discussions with its advisers and a thorough evaluation of the proposals received by Sigma, including follow-up discussions with the relevant interested parties, the Independent Sigma Directors believe that the all-cash offer from Bidco represents the most attractive option for all Sigma Shareholders in terms of value, the form of consideration offered and execution certainty. Discussions with all other interested parties have terminated.

· If, on or after the date of this Announcement and before the Effective Date, any dividend and/or other distribution and/or other return of capital is declared, made or paid or becomes payable in respect of Sigma Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Cash Offer by an amount up to the amount of such dividend and/or distribution and/or return of capital, in which case any reference in this Announcement to the consideration payable under the Cash Offer will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Acquisition. In such circumstances, Sigma Shareholders would be entitled to retain any such dividend, distribution or other return of capital declared, made or paid or which becomes payable.

· The Acquisition is intended to be effected by way of a Scheme. However, Bidco reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of an Offer.

· The Acquisition is conditional, amongst other things on: (i) the Scheme becoming unconditional and Effective (including, without limitation, its approval by a majority of Scheme Shareholders present and voting (in person or by proxy) representing 75 per cent. or more in the value of the Scheme Shares held by such Scheme Shareholders who are permitted to vote pursuant to the Code, applicable law or the Court whose sanction is required for the Scheme; and (ii) the passing of the Ordinary Resolution at the General Meeting, which will require the approval of Independent Sigma Shareholders controlling more than 50 per cent. of the votes cast at the General Meeting. These Conditions are not capable of being waived by Bidco.

· As certain Sigma Directors, being Ian Sutcliffe, Graham Barnet, Michael McGill and Gwynn Thomson, will have a personal interest in the Reinvestment and Incentive Arrangements (and consequently the Acquisition more generally), the Board of Sigma has constituted a committee comprised of the Independent Sigma Directors for the purpose of evaluating and recommending the Acquisition.

Recommendation

· The Independent Sigma Directors believe that Sigma can continue to execute its current strategy by leveraging its strong brand, relationships, and expertise. However, in order to deliver its next phase of growth, Sigma would require consistent access to capital to invest in scale into UK PRS product and further grow the business through forming new housebuilder partnerships, expanding operations into new regional markets and widening its rental product offering. The Independent Sigma Directors believe the Acquisition will accelerate the delivery of these strategic benefits to Sigma's business at a rate which would be otherwise difficult to achieve as a standalone AIM-listed company.

· Based on the Cash Offer of 202.1 pence per Sigma Share, the last one, three and five years' total shareholder returns (as measured by share price growth and dividends reinvested) are 115.5 per cent. per annum, 17.5 per cent. per annum and 19.0 per cent. per annum respectively on a compound annual growth rate basis. The Independent Sigma Directors believe that crystallising a cash return at this level is in the best interests of all Sigma Shareholders.

· The Independent Sigma Directors, who have been so advised by Rothschild & Co as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Independent Sigma Directors, Rothschild & Co has taken into account the commercial assessments of the Independent Sigma Directors. Rothschild & Co is providing independent financial advice to the Independent Sigma Directors for the purposes of Rule 3 of the Takeover Code.

· Accordingly, the Independent Sigma Directors intend to recommend unanimously that (a) Scheme Shareholders (to the extent permitted to vote pursuant to the Code, applicable law or the Court whose sanction is required for the Scheme) vote in favour of the Scheme at the Court Meeting; (b) Independent Sigma Shareholders vote in favour of the Ordinary Resolution to be proposed at the General Meeting; and (c) Sigma Shareholders vote in favour of the Special Resolution to be proposed at the General Meeting, as the Independent Sigma Directors who are interested in Sigma Shares have irrevocably undertaken to do in respect of their own beneficial holdings (and those of their connected persons) in respect of which they control the voting rights amounting to 962,270 Sigma Shares representing, in aggregate, approximately 1.1 per cent. of the ordinary share capital of Sigma in issue on the Last Practicable Date.

· As a result of their interest in the Reinvestment and Incentive Arrangements, Ian Sutcliffe, Graham Barnet, Michael McGill and Gwynn Thomson are not entitled to vote their Sigma Shares on the Ordinary Resolution but have undertaken to vote on all other Resolutions to the extent permitted to do so under the Takeover Code, law or the Court whose sanction is required for the Scheme. For the purposes of Rule 16.2 of the Takeover Code, Rothschild & Co has confirmed that, in its opinion, the terms of the Reinvestment and Incentive Arrangements are fair and reasonable so far as the Sigma Independent Shareholders are concerned. In providing their opinion, Rothschild & Co has taken into account the commercial assessments of the Independent Sigma Directors.

Background to and reasons for the Acquisition

· PineBridge Benson Elliot believes that Sigma is a market-leading vertically integrated PRS delivery and operating platform, which benefits from a leading position in the rapidly growing UK single-family rental market.

· Having delivered c.5,400 homes to date, Sigma's platform has recently entered into new long-term partnerships with housebuilder delivery partners and end investors in the UK, with expansion plans to deploy further capital towards new PRS opportunities. Bidco aims to build on this solid foundation, and intends to continue to grow the business and the success already achieved through Sigma's partnerships with PRS REIT and EQT Real Estate by providing capital backing, investment, strategic support and expertise in Sigma's target geographic markets. Sigma and Bidco believe that their proposed combination will allow Sigma to expand upon its historical levels of PRS homes delivery.

· Over its history, PineBridge Benson Elliot has built a track record of successfully acquiring and scaling real estate investments in Europe in close partnership with talented and driven management teams. PineBridge Benson Elliot believes the Acquisition will bring clear strategic benefits in delivering the shared ambition of developing large scale and high-quality single-family homes at affordable rents in the UK, and that its financial and operational backing could therefore give Sigma greater scale to invest in the growing residential rental market.

Irrevocable undertakings / Letters of Intent

· In total, including the irrevocable undertakings from the Independent Sigma Directors described below, as well as irrevocable undertakings from Management Directors, Bidco has procured irrevocable undertakings to vote (or, where applicable, procure voting) in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) in respect of, in aggregate, 39,634,121 Sigma Shares, representing approximately 44.2 per cent. of the existing issued ordinary share capital of Sigma as at the Last Practicable Date.

· The Independent Sigma Directors have irrevocably undertaken to vote (or, where applicable, procure voting) in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) in respect of their own beneficial holdings totalling 962,270 Sigma Shares in aggregate, representing approximately 1.1 per cent. of the existing issued ordinary share capital of Sigma as at the Last Practicable Date. The Management Directors have irrevocably undertaken to vote (or, where applicable, procure voting, in each case to the extent permitted pursuant to the Code, applicable law or the Court whose sanction is required for the Scheme) in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) in respect of their own beneficial holdings totalling 7,577,094 Sigma Shares in aggregate, representing approximately 8.5 per cent. of the existing issued ordinary share capital of Sigma as at the Last Practicable Date.

· Bidco has also received non-binding letters of intent from Hargreave Hale Limited (on behalf of Marlborough UK Micro-Cap Growth Fund and Marlborough Nano-Cap Growth Fund) and River and Mercantile Asset Management LLP to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) in respect of, in aggregate, 15,060,000 Sigma Shares, representing approximately 16.8 per cent. of the existing issued ordinary share capital of Sigma as at the Last Practicable Date.

· Therefore, Bidco has received irrevocable undertakings and letters of intent in respect of, in aggregate, 54,694,121 Sigma Shares, representing approximately 61.0 per cent. of the existing issued ordinary share capital of Sigma as at the Last Practicable Date.

Information on Bidco and PineBridge Benson Elliot

· Bidco is a limited company registered in England and Wales and was incorporated on 31 May 2021. Bidco was formed for the purposes of the Acquisition and is a wholly-owned indirect subsidiary of investment funds managed by PineBridge Benson Elliot. Bidco has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

· PineBridge Benson Elliot is a pan-European real estate private equity specialist, applying two decades of investment experience, deep market knowledge and in-house operational expertise to generate sustained investment outperformance. The UK-based, FCA-regulated fund manager has c.$3.2 billion of managed equity and holds a diversified real estate portfolio, currently comprised of office, retail, hotel and residential assets in the UK, France, Germany, Italy, Spain, Belgium and Central Europe.

· Founded in 2005 as Benson Elliot Capital Management LLP, Benson Elliot was acquired in December 2020 by PineBridge Investments, a private, global asset manager with $133.0 billion in assets under management (as at March 2021). For more information please visit www.pinebridge.com/en-uk/institution/capabilities/alternatives/pinebridge-benson-elliot.

Information on Sigma

· Sigma is a PRS, residential development, and urban regeneration specialist, with offices in Edinburgh, Manchester and London. Sigma's principal focus is on the delivery of large scale housing schemes for the private rented sector. Sigma has a well-established track record in assisting with property related regeneration projects in the public sector, acting as a bridge between the public and private sectors.

· Sigma has created an unrivalled PRS platform, which sources sites and brings together construction resource to develop them, enabling Sigma to deliver an integrated solution to partners. As well as sourcing sites and managing all stages of the planning and development process, Sigma also manages the rental of completed homes through its award-winning rental brand, 'Simple Life'.

Timetable and conditions

· It is intended that the Acquisition will be implemented by way of a Scheme (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel). Accordingly, the terms of the Acquisition will be put to Scheme Shareholders at the Court Meeting to the extent such Scheme Shareholders are permitted to vote pursuant to the Code, applicable law or the Court whose sanction is required for the Scheme. Independent Sigma Shareholders will also be asked to vote in favour of the Ordinary Resolution to be proposed at the General Meeting, and all Sigma Shareholders will be asked to vote in favour of the Special Resolution to be proposed at the General Meeting (which is expected to take place immediately following the Court Meeting). The Meetings are required to enable eligible Sigma Shareholders to consider and, if thought fit, vote in favour of resolutions to approve the Scheme and its implementation. In order to become Effective, the Scheme must be approved at the Court Meeting by a majority in number of Scheme Shareholders, present and voting to the extent permitted pursuant to the Code, applicable law or the Court whose sanction is required for the Scheme, whether in person or by proxy, representing 75 per cent. or more in nominal value of the Scheme Shares held by those Scheme Shareholders. Insofar as they are the registered holders of Scheme Shares, the Management Team, should they not be permitted to vote at the Court Meeting, have undertaken to be bound by the Scheme. The Scheme also requires the passing of the Resolutions at the General Meeting. The Scheme is expected to become Effective in Q3 of the calendar year 2021.

· The Acquisition will be on the terms and subject to the Conditions set out in Appendix 1 to the full announcement. Full details of the Acquisition will be provided in the Scheme Document. It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Meetings, together with the associated forms of proxy, will be posted to Sigma Shareholders within 28 days of this Announcement (or such later time as Sigma, Bidco and the Panel agree) and the Meetings are expected to be held shortly thereafter. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document. The Scheme Document will also contain valuation reports on certain of Sigma's real estate assets in accordance with Rule 29 of the Takeover Code.

Commenting on the Acquisition, Graham Barnet, the Chief Executive Officer and Founder of Sigma, said:

"We are delighted that our independent directors intend to recommend this offer from PineBridge Benson Elliot, having reviewed a number of options from other parties. We know the team well and believe that our complementary skills, experience and sector knowledge, as well as PineBridge Benson Elliot's capital backing, will make a powerful combination, and enable Sigma to expand its activities significantly.

"Sigma has been a pioneer in the delivery of new, single-family homes in the private rented sector, creating an unrivalled property delivery and management platform. We believe we have delivered one of the largest number of new family rental homes in the UK. We also manage the rental of thousands of homes for our partners. The need for high-quality, professionally-managed rental homes remains a critical unmet need in the UK, and we look forward to developing our model further in this exciting next step with PineBridge Benson Elliot."

Commenting on the Acquisition, David Sigsworth, the Senior Independent Non-Executive Director of Sigma, said:

"Following a competitive sale process initiated by the Company in line with its strategic growth plans, which attracted strong interest from multiple well-funded parties, the Independent Sigma Directors believe the cash offer of 202.1 pence per share from Bidco is highly attractive and in the interests of all Sigma Shareholders. The offer presents an opportunity for Sigma Shareholders to crystallise a meaningful premium today to various share price based metrics and the Independent Sigma Directors intend to recommend the offer unanimously. The Independent Sigma Directors believe Bidco and PineBridge Benson Elliot can provide Sigma with the platform required to capitalise on the significant market opportunity in the UK residential real estate sector."

Commenting on the Acquisition, Joseph De Leo, Managing Partner of PineBridge Benson Elliot said:

"Having spent the last number of months growing our understanding of the Company's many strengths and its strategic priorities as it strives to unlock its potential, we believe that the combination of our capital backing; strategic support; deep expertise; and track record can be an effective catalyst for achieving Sigma's growth ambitions over the coming years. Sigma operates in an important part of the market that has shown remarkable resilience over the past year and, in partnership, we can further build on the successful UK housing platform the Sigma team have established. We are pleased that the independent members of the Sigma Board have unanimously recommended our proposal and that the major Sigma shareholders have endorsed the Board's decision by adding their strong support."

This summary should be read in conjunction with, and is subject to, the following full announcement and the Appendices. The Acquisition will be subject to the Conditions and other terms set out in this Announcement and to the full terms and conditions which will be set out in the Scheme Document. The Conditions to, and certain further terms of, the Acquisition are set out in Appendix 1 to the full announcement. The sources and bases of calculation of certain information contained in this Announcement are set out in Appendix 2 to the full announcement. Details of irrevocable undertakings and letters of intent received by Bidco are set out in Appendix 3 to the full announcement. Certain terms used in this Announcement are defined in Appendix 4 to the full announcement.

Enquiries:

Paul Hastings (Europe) LLP is acting as legal adviser to Bidco.

Dentons UK and Middle East LLP is acting as legal adviser to Sigma.

Important notices relating to financial advisers

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to PineBridge Benson Elliot and Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than PineBridge Benson Elliot and Bidco for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with any matter referred to herein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to any matter referred to herein, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with PineBridge Benson Elliot or Bidco or the matters described in this Announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained herein.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Sigma and no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Sigma for providing the protections afforded to clients of Rothschild & Co or for providing advice in connection with the matters referred to herein. Neither Rothschild & Co nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with any matter referred to herein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Rothschild & Co by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Rothschild & Co nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to any matter referred to herein, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Sigma or the matters described in this Announcement. To the fullest extent permitted by applicable law, Rothschild & Co and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained herein.

Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as nominated adviser and broker for Sigma and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Sigma for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement. Neither N+1 Singer nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of N+1 Singer in connection with any matter referred to herein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on N+1 Singer by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither N+1 Singer nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to any matter referred to herein, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Sigma or the matters described in this Announcement. To the fullest extent permitted by applicable law, N+1 Singer and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained herein.

Evercore, Rothschild & Co and N+1 Singer have given and not withdrawn their consent to the publication of this Announcement with the inclusion in it of the references to their respective names and (where applicable) advice in the form and context in which they appear.

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or inducement to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of an offer to buy any securities, any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of what action is required from Sigma Shareholders in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document).

Sigma and Bidco shall prepare the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document) to be distributed to Sigma Shareholders. Sigma and Bidco urge Sigma Shareholders to read the Scheme Document in its entirety (or, if the Acquisition is implemented by way of an Offer, the Offer Document) when it becomes available because it will contain important information relating to the Acquisition including details of how to vote in respect of the Scheme.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Bidco reserves the right to elect to implement the Acquisition by way of an Offer as an alternative to the Scheme (subject to the Panel's consent). In such event, the Acquisition will be implemented on substantially the same terms, so far as applicable, as those which will apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in method of effecting the Acquisition (including, without limitation: (i) the inclusion of an acceptance condition set at 90 per cent. of the Sigma Shares to which such Offer relates (or such other percentage as Bidco may, subject to the rules of the Takeover Code and with the consent of the Panel, decide); and (ii) those required by, or deemed appropriate by, Bidco under applicable law). Further, if sufficient acceptances of such Offer are received and/or sufficient Sigma Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the Companies Act 2006 to acquire compulsorily any outstanding Sigma Shares to which such Offer relates.

Overseas Shareholders

This Announcement has been prepared in accordance with and for the purpose of complying with the laws of England and Wales, the Takeover Code, the Market Abuse Regulation, the AIM Rules and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England.

The release, publication or distribution of this Announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable requirements of their jurisdictions.

The availability of the Acquisition to Sigma Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in and citizens of the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in and citizens of the United Kingdom to vote their Sigma Shares with respect to the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another person to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or of which they are a citizen. Sigma Shareholders who are in any doubt regarding such matters should consult an appropriate independent financial adviser in their relevant jurisdiction without delay. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, participation in the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this Announcement and all such documents relating to the Acquisition (including, without limitation, agents, custodians, nominees and trustees) must not, directly or indirectly, mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders will be contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document).

Notice to US investors in Sigma

Sigma Shareholders in the United States should note that the Acquisition relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, the laws of England and Wales.

Neither the proxy solicitation nor the tender offer rules under the US Exchange Act will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure and procedural requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of US tender offer and proxy solicitation rules. If, in the future, Bidco exercises the right to implement the Acquisition by way of an Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act. Such an Offer would be made in the United States by Bidco and no one else. In accordance with normal United Kingdom practice and consistent with Rule 14e-5 under the US Exchange Act, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Sigma outside such Offer during the period in which such Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including, to the extent applicable, the US Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

The financial information included in this Announcement and the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document) has been or will have been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States ("US GAAP"). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this document has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

The receipt of consideration by a US holder for the transfer of its Sigma Shares pursuant to the Acquisition may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as non-US and other, tax laws. Each Sigma Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable US federal, state and local, as well as non-US and other, tax laws.

It may be difficult for US holders of Sigma Shares to enforce their rights and any claim arising out of the US federal laws or to enforce against them a judgment of a US court predicated upon the securities laws of the United Kingdom, since Bidco and Sigma are incorporated in a non-US jurisdiction, and some or all of their officers and directors may be residents of countries other than the United States. US holders of Sigma Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Cautionary note regarding forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Sigma contain certain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and Sigma about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on Bidco and Sigma (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Forward-looking statements often, but not always, use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning or derivatives thereof. These statements are based on assumptions and assessments made by Sigma and/or Bidco in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place any reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither Sigma nor Bidco assumes any obligation to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

Dealing and opening position disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Sigma's website at www.sigmacapital.co.uk and Bidco's website at www.pinebridge.com/pinebridge-benson-elliot/firm-offer by no later than 12 noon (London time) on the first Business Day following the date of this Announcement. For the avoidance of doubt, neither the contents of these websites nor any website accessible from hyperlinks is incorporated into or forms part of this Announcement.

No profit forecasts, estimates or quantified benefits statements

No statement in this Announcement is intended to constitute a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this Announcement should be interpreted to mean that the earnings or future earnings per share of or dividends or future dividends per share of Sigma for the current or future financial years will necessarily match or exceed the historical published earnings or earnings per share or dividends per share of Sigma.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Sigma Shareholders, persons with information rights and participants in the Sigma Share Plans may request a hard copy of this Announcement by contacting Sigma's registrars, Link Asset Services: (i) on +44 (0) 371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales; or (ii) by submitting a request in writing to Link Asset Services, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Sigma Shareholders, persons with information rights and other relevant persons for the receipt of communications from Sigma may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

General

If the Acquisition is effected by way of an Offer, and such an Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 so as to acquire compulsorily the remaining Sigma Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase Sigma Shares otherwise than under any Offer or the Scheme, including pursuant to privately negotiated purchases.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Sigma confirms that, as at 10 June 2021 (being the Last Practicable Date), it had in issue 89,658,666 ordinary shares of 1 pence each. The ISIN for the ordinary shares is GB0004225073.

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

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

11 June 2021

RECOMMENDED CASH ACQUISITIONOFSIGMA CAPITAL GROUP PLC BYSIX BIDCO LTD

(a wholly-owned indirect subsidiary of investmentfunds managed by PineBridge Benson Elliot LLP)

to be effected by means of a scheme of arrangementunder Part 26 of the Companies Act 2006

1. Introduction

The boards of Six Bidco Ltd ("Bidco") and Sigma Capital Group plc ("Sigma") are pleased to announce that they have reached agreement on the terms and conditions of a recommended cash offer by Bidco for the entire issued and to be issued share capital of Sigma (the "Acquisition").

2. The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and the full terms and conditions to be set out in the Scheme Document, each Sigma Shareholder will be entitled to receive:

for each Sigma Share: 202.1 pence in cash (the "Cash Offer")

The price per Sigma Share under the terms of the Cash Offer represents a premium of approximately:

· 35.6 per cent. to the closing price of 149.0 pence per Sigma Share on 10 June 2021 (being the Last Practicable Date);

· 37.1 per cent. to the volume weighted average price of 147.5 pence per Sigma Share for the three months to 10 June 2021 (being the Last Practicable Date); and

· 44.9 per cent. to the volume weighted average price of 139.5 pence per Sigma Share for the six months to 10 June 2021 (being the Last Practicable Date).

The Acquisition values the entire issued ordinary share capital of Sigma at approximately £188.4 million on a fully diluted basis.

The Sigma Shares will be acquired pursuant to the Acquisition fully paid and free from all liens, charges, equities, encumbrances, rights of pre-emption and any other interest of any nature whatsoever and together with all rights attaching thereto, including without limitation voting rights and the rights to receive and retain in full all dividends and distributions (if any) announced, declared, made or paid with a record date on or after the Scheme Record Time.

If, on or after the date of this Announcement and before the Effective Date, any dividend and/or other distribution and/or other return of capital is declared, made or paid or becomes payable in respect of Sigma Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Cash Offer by an amount up to the amount of such dividend and/or distribution and/or return of capital, in which case any reference in this Announcement to the consideration payable under the Cash Offer will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Acquisition. In such circumstances, Sigma Shareholders would be entitled to retain any such dividend, distribution or other return of capital declared, made or paid or which becomes payable.

It is intended that the Acquisition will be implemented by way of a Scheme (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel). The Conditions to the Acquisition are set out in full in Appendix 1 to this Announcement.

3. Background to and reasons for the Acquisition

PineBridge Benson Elliot is a pan-European real estate private equity specialist, applying two decades of investment experience, deep market knowledge and in-house operational expertise to generate sustained investment outperformance. The UK-based, FCA-regulated fund manager has c.$3.2 billion of managed equity and holds a diversified real estate portfolio, currently comprised of office, retail, hotel and residential assets in the UK, France, Germany, Italy, Spain, Belgium and Central Europe. Founded in 2005 as Benson Elliot Capital Management LLP, Benson Elliot was acquired in December 2020 by PineBridge Investments, a private, global asset manager with $133.0 billion in assets under management (as at March 2021).

PineBridge Benson Elliot believes that Sigma is a market-leading vertically integrated PRS delivery and operating platform, which benefits from a leading position in the rapidly growing UK single-family rental market.

Having delivered c.5,400 homes to date, Sigma's platform has recently entered into new long-term partnerships with housebuilder delivery partners and end investors in the UK, with aspirations to deploy further capital towards new PRS opportunities. Bidco aims to build on this solid foundation, and intends to continue to grow the business and the success already achieved through Sigma's partnerships with PRS REIT and EQT Real Estate by providing capital backing, investment, strategic support and expertise in Sigma's target geographic markets. Sigma and Bidco believe that their proposed combination will allow Sigma to expand upon its historical levels of PRS homes delivery.

Over its history, PineBridge Benson Elliot has built a track record of successfully acquiring and scaling real estate investments in Europe in close partnership with talented and driven management teams. PineBridge Benson Elliot believes the Acquisition will bring clear strategic benefits in delivering the shared ambition of developing large scale and high-quality single-family homes at affordable rents in the UK. In particular:

· Sigma's established UK PRS development and management platform has put Sigma in a strong position to benefit from the opportunity presented by the structural undersupply of quality rental housing in the UK;

· Sigma's management have expertise in the sector and have demonstrated their ability to identify and deliver on attractive investment opportunities;

· PineBridge Benson Elliot believes that its financial and operational backing could give Sigma greater scale to invest in the growing residential rental market with an enhanced ability to deliver new single-family rental homes; and

· A growth-minded presence in the PRS sector is expected to enable deeper relationships with key homebuilding partners and stakeholders.

PineBridge Benson Elliot is well positioned to enable Sigma to further scale its operations by deploying capital into the growing platform. Consequently, PineBridge Benson Elliot believes that it is a suitable owner of Sigma in the next phase of its growth.

Accordingly, PineBridge Benson Elliot has decided to make the Cash Offer at a price which provides compelling value for the Sigma Shareholders, who will benefit from the certainty of an all-cash offer at a 35.6 per cent. premium to Sigma's unaffected share price. PineBridge Benson Elliot welcomes the Sigma Directors' support for the Acquisition and the proposed unanimous recommendation of the Acquisition from the Independent Sigma Directors set out in paragraph 4 below. PineBridge Benson Elliot also welcomes the strong support from Sigma Shareholders in the form of irrevocable undertakings and letters of intent representing, in aggregate, 61.0 per cent. of Sigma's share capital.

4. Recommendation

As summarised in paragraph 13 below, Ian Sutcliffe (Chairman), Graham Barnet (Chief Executive Officer), Michael McGill (Chief Financial Officer) and Gwynn Thomson (Property Investment Director), are proposed to have an ongoing involvement with Sigma following completion of the Acquisition and are parties to the Reinvestment and Incentive Arrangements. Accordingly, the board of Sigma has constituted a committee comprised of the Independent Sigma Directors for the purposes of evaluating and deciding whether or not to recommend the Acquisition.

The Independent Sigma Directors, who have been so advised by Rothschild & Co as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Independent Sigma Directors, Rothschild & Co has taken into account the commercial assessments of the Independent Sigma Directors. Rothschild & Co is providing independent financial advice to the Independent Sigma Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Independent Sigma Directors intend to recommend unanimously that (a) Scheme Shareholders vote in favour of the Scheme at the Court Meeting (to the extent permitted to vote pursuant to the Code, applicable law and the Court whose sanction is required for the Scheme); (b) Independent Sigma Shareholders vote in favour of the Ordinary Resolution to be proposed at the General Meeting; and (c) Sigma Shareholders vote in favour of the Special Resolution to be proposed at the General Meeting, as the Independent Sigma Directors who are interested in Sigma Shares have irrevocably undertaken to do in respect of their own beneficial holdings (and those of their connected persons) in respect of which they control the voting rights amounting to 962,270 Sigma Shares representing, in aggregate, approximately 1.1 per cent. of the ordinary share capital of Sigma in issue on the Last Practicable Date.

5. Background to and reasons for the Independent Sigma Directors' recommendation

The Independent Sigma Directors believe that the Acquisition is in the best interests of Sigma Shareholders taken as a whole. In reaching this conclusion, the Independent Sigma Directors considered the following in particular:

· the terms of the Acquisition in relation to the value and prospects of Sigma's business;

· that the all-cash consideration offered by Bidco represents a significant premium to various share price based metrics as set out in paragraph 2 above;

· the impact of the Acquisition on all of Sigma's stakeholders, including, in particular, its shareholders, customers, housebuilder partners, joint venture partners and Sigma's employees given their importance to Sigma's future strategy. In that regard, the Independent Sigma Directors welcome the statements made by Bidco with regard to its future intentions, as set out in paragraph 12 below; and

· that the Acquisition provides Sigma Shareholders with the opportunity to receive full cash value for their Sigma Shares at an attractive price now.

Sigma is a well-established business with a strong track record, deep market reach and unrivalled relationships in the UK residential sector. Sigma focuses on delivering large-scale, high quality, new housing schemes for the private rented sector and is leading the delivery of private rented housing for families across the UK. Sigma's business model comprises the following components:

· Self-funded PRS activities: Sigma develops, owns, and manages assets on its balance sheet for long-term capital and income returns.

· Managed PRS activities: Sigma receives fee income through managing third-party assets (predominantly development and asset management fees) which includes PRS REIT and UK PRS Properties partnerships. Sigma has a c.1.2 per cent. stake in PRS REIT - a closed-ended listed real estate investment trust focused on investing in single family rental homes across the UK regions. Sigma's subsidiary, Sigma PRS Management Limited, is Investment Adviser to PRS REIT and through this role Sigma benefits from fee income (administration, development and asset management fees) from sourcing investments and managing the PRS REIT portfolio.

· EQT Joint Venture ("EQT JV"): In September 2020, Sigma launched a joint venture with EQT Real Estate, the real estate platform of global investment firm EQT, to establish a £1 billion portfolio of high quality, new-build homes for private rental in Greater London. Sigma has a 5 per cent. stake in the EQT JV and will also benefit from fee income (administration, development and asset management fees) from sourcing investments and managing the EQT JV portfolio.

Sigma has continued to demonstrate the success of its strategy, growing the number of completed homes from 0 to 4,765 homes over the five year period ended on 31 December 2020 and a further 2,092 underway with an aggregate Gross Development Cost in excess of c.£1.0 billion and total fees to Sigma of £43.8 million generating attractive returns for Sigma Shareholders.

Over the same period, Sigma's market capitalisation (on a fully diluted basis) has grown by 41.6 per cent., while returning £3.6 million to shareholders through dividends.

Amidst increasing institutional capital deployment into UK residential real estate, and particularly strong demand for suburban private single-family rental homes, Sigma is well placed to capitalise on the PRS market opportunities through its vertically integrated operational and delivery platform. In addition, Sigma has sought to create value for shareholders through relationships with reputable partners such as PRS REIT, Gatehouse Bank, Homes England, various local authorities and most recently EQT Real Estate.

Further, there are significant economies of scale that could be realised with portfolio growth given the PRS sector requires intensive management relative to other property sectors on account of its granular nature. Sigma's owned, managed and under development property portfolio is predominantly located in the Northern and Central Regions, excluding the EQT JV which is focused on Greater London.

The Independent Sigma Directors believe that Sigma can continue to execute its current strategy by leveraging its strong brand, relationships, and expertise. However, in order to deliver its next phase of growth, Sigma would require consistent access to capital to invest in scale into UK PRS product and further grow the business through forming new housebuilder partnerships, expanding operations into new regional markets and widening its rental product offering. The Independent Sigma Directors believe the Acquisition will accelerate the delivery of these strategic benefits to Sigma's business at a rate which would be otherwise difficult to achieve as a standalone AIM-listed company.

Based on the Cash Offer of 202.1 pence per Sigma Share, the last one, three and five years' total shareholder returns (as measured by share price growth and dividends reinvested) are 115.5 per cent. per annum, 17.5 per cent. per annum and 19.0 per cent. per annum respectively on a compound annual growth rate basis. The Independent Sigma Directors believe that crystallising a cash return at this level is in the best interests of all Sigma Shareholders.

During late 2020, in light of the strategic progress Sigma had made during the year, notwithstanding the COVID-19 crisis, Sigma's Directors decided to review the strategic options and relative benefits of the various routes available to the business to fund its future growth and maximise shareholder value. This decision was driven by a recognition that Sigma requires considerably more capital than is currently available to the business if it is to capitalise fully on the current market opportunity in the UK private rented sector. To date, Sigma has been successful in raising capital, most notably with PRS REIT, EQT Real Estate and Gatehouse Bank. However, the requirements for operational and geographical exclusivity from any new funding partner and the inconsistent flow of capital from any likely short or medium-term provider of JV-style financing or from any on-balance sheet solution in an AIM-listed context, would likely prevent Sigma from both achieving its growth potential and from being able to realise full value for Sigma Shareholders. In light of this and recognising the attractiveness of Sigma as a platform for investors with access to greater capital availability, the Sigma Directors decided to appoint Rothschild & Co to run a private sale process for Sigma in order to maximise value for Sigma's shareholders.

This process attracted participation from multiple well-funded parties and Sigma provided interested parties with access to due diligence information through a virtual data room and a series of management sessions.

Following a period of review, further discussions with its advisers and a thorough evaluation of the proposals received by Sigma, including follow-up discussions with the relevant interested parties, the Independent Sigma Directors believe that the all-cash offer from Bidco represents the most attractive option for all Sigma Shareholders in terms of value, the form of consideration offered and execution certainty. Discussions with all other interested parties have terminated.

Ian Sutcliffe, Graham Barnet, Michael McGill and Gwynn Thomson have not taken part in the formal appraisal of the Acquisition by the Independent Sigma Directors, or the decision of the Independent Sigma Directors to recommend the Acquisition to Sigma Shareholders, as a result of the conflicts of interest arising from their participation in the Reinvestment and Incentive Arrangements. As a result of these conflicts of interest, Ian Sutcliffe, Graham Barnet, Michael McGill and Gwynn Thomson will not vote on the Ordinary Resolution to be proposed at the General Meeting and will only vote on the resolution to approve the Scheme to be proposed at the Court Meeting to the extent permitted to vote pursuant to the Code, applicable law and the Court whose sanction is required for the Scheme. They have each undertaken to be bound by the Scheme should they not be permitted to vote at the Court Meeting.

In considering the recommendation of the Acquisition to Sigma Shareholders, the Independent Sigma Directors have given due consideration to Bidco's intentions for the business and the impact of the Acquisition on all of Sigma's stakeholders, including its customers, housebuilder partners, joint venture partners, locations of business of Sigma, management and employees given their importance to Sigma's future strategy.

The Independent Sigma Directors welcome Bidco's confirmation that it does not intend to initiate any material restructurings, headcount reductions or changes in the location of Sigma's key office(s), operations and places of business. The Independent Sigma Directors also welcome Bidco's confirmation that, following the Acquisition becoming Effective, the existing contractual and statutory employment rights, including pensions rights, of all Sigma management and employees will be fully safeguarded in accordance with applicable law.

As such, the Independent Sigma Directors intend to recommend unanimously that Sigma Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting.

6. Information relating to Bidco and PineBridge Benson Elliot 

Bidco is a limited company registered in England and Wales and was incorporated on 31 May 2021. Bidco was formed for the purposes of the Acquisition and is a wholly-owned indirect subsidiary of investment funds managed by PineBridge Benson Elliot. Bidco has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

PineBridge Benson Elliot is a pan-European real estate private equity specialist, applying two decades of investment experience, deep market knowledge and in-house operational expertise to generate sustained investment outperformance. The UK-based, FCA-regulated fund manager has c.$3.2 billion of managed equity and holds a diversified real estate portfolio, currently comprised of office, retail, hotel and residential assets in the UK, France, Germany, Italy, Spain, Belgium and Central Europe.

Founded in 2005 as Benson Elliot Capital Management LLP, Benson Elliot was acquired in December 2020 by PineBridge Investments, a private, global asset manager with $133.0 billion in assets under management (as at March 2021). For more information please visit please visit www.pinebridge.com/en-uk/institution/capabilities/alternatives/pinebridge-benson-elliot.

7. Information relating to Sigma

Sigma is a PRS, residential development, and urban regeneration specialist, with offices in Edinburgh, Manchester and London. Sigma's principal focus is on the delivery of large scale housing schemes for the private rented sector. Sigma has a well-established track record in assisting with property related regeneration projects in the public sector, acting as a bridge between the public and private sectors.

Sigma has created an unrivalled PRS platform, which sources sites and brings together construction resource to develop them, enabling Sigma to deliver an integrated solution to partners. As well as sourcing sites and managing all stages of the planning and development process, Sigma also manages the rental of completed homes through its award-winning rental brand, 'Simple Life'.

Sigma's subsidiary, Sigma PRS Management Limited, is Investment Adviser to PRS REIT. In September 2020, Sigma launched a joint venture with EQT Real Estate, the real estate platform of global investment firm EQT to establish a £1 billion portfolio of high quality, new-build homes for private rental in Greater London.

Sigma is a public limited liability holding company incorporated in England and is listed on AIM, the London Stock Exchange's international market for smaller growing companies. As at the Last Practicable Date, Sigma had a market capitalisation of £137.6 million (on a fully diluted basis). For more information please visit www.sigmacapital.co.uk/about/.

8. Irrevocable Undertakings and Letters of Intent

In total, including the irrevocable undertakings from the Independent Sigma Directors described below, as well as irrevocable undertakings from Management Directors, Bidco has procured irrevocable undertakings to vote (or, where applicable, procure voting) in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) in respect of, in aggregate, 39,634,121 Sigma Shares, representing approximately 44.2 per cent. of the existing issued ordinary share capital of Sigma as at the Last Practicable Date.

The Independent Sigma Directors have irrevocably undertaken to vote (or, where applicable, procure voting) in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) in respect of their own beneficial holdings totalling 962,270 Sigma Shares in aggregate, representing approximately 1.1 per cent. of the existing issued ordinary share capital of Sigma as at the Last Practicable Date. The Management Directors have irrevocably undertaken to vote (or, where applicable, procure voting, to the extent permitted pursuant to the Code, applicable law or the Court whose sanction is required for the Scheme) in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) in respect of their own beneficial holdings totalling 7,577,094 Sigma Shares in aggregate, representing approximately 8.5 per cent. of the existing issued ordinary share capital of Sigma as at the Last Practicable Date.

In addition to the irrevocable undertakings from Sigma Directors described above, Bidco has also received irrevocable undertakings to vote (or, where applicable, procure voting) in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) from:

· Lombard Odier Asset Management (Europe) Limited;

· J O Hambro Capital Management Limited; and

· AXA Investment Managers UK Limited (which, in the case of AXA Investment Managers UK Limited, would cease to apply in relation to any Sigma Shares it loses discretionary management control over or, in respect of which, it receives instructions from its underlying clients to the contrary of the undertaking described above),

in respect of 19,918,162, 4,950,000 and 6,226,595 Sigma Shares, respectively, representing in aggregate approximately 34.7 per cent. of the existing issued ordinary share capital of Sigma as at as at the Last Practicable Date.

These irrevocable undertakings cease to be binding, inter alia, on the earlier of the Long Stop Date and the date on which the Acquisition (whether implemented by way of a Scheme or an Offer) is withdrawn or lapses in accordance with its terms, save where such lapse or withdrawal is as a result of Bidco exercising its right to implement the Acquisition by way of an Offer rather than by way of a Scheme or vice versa in accordance with the Takeover Code. Each of these irrevocable undertakings will also cease to be binding if any third party announces a firm intention offer in accordance with Rule 2.7 of the Takeover Code for all of the issued and to be issued ordinary share capital of Sigma and the consideration payable for each Sigma Share under such proposal represents a premium of 10 per cent. or greater to the value of the consideration offered by Bidco.

Bidco has also received non-binding letters of intent from Hargreave Hale Limited (on behalf of Marlborough UK Micro-Cap Growth Fund and Marlborough Nano-Cap Growth Fund) and River and Mercantile Asset Management LLP to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) in respect of, in aggregate, 15,060,000 Sigma Shares, representing approximately 16.8 per cent. of the existing issued ordinary share capital of Sigma as at the Last Practicable Date.

Therefore, Bidco has received irrevocable undertakings and letters of intent in respect of, in aggregate, 54,694,121 Sigma Shares, representing approximately 61.0 per cent. of the existing issued ordinary share capital of Sigma as at the Last Practicable Date.

Further details of these irrevocable undertakings (including the circumstances in which they cease to be binding) are set out in Appendix 3 to this announcement.

9. Financing of the Acquisition

The cash consideration payable by Bidco pursuant to the Acquisition will be financed by a combination of direct and/or indirect capital contributions to Bidco from investment funds managed by PineBridge Benson Elliot. In connection with the financing of Bidco, the Investment Funds have entered into the Equity Commitment Letter with Bidco.

Evercore, as financial adviser to Bidco, is satisfied that sufficient financial resources are available to Bidco to enable it to satisfy in full the cash consideration payable to Sigma Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

10. Offer-related Arrangements

10.1 Confidentiality Agreement

PineBridge Benson Elliot and Sigma have entered into a confidentiality agreement dated 26 February 2021 (as amended by a letter of amendment dated 16 March 2021) (the "Confidentiality Agreement"), pursuant to which PineBridge Benson Elliot has undertaken, amongst other things, to: (i) keep confidential information relating to the proposed Acquisition and not to disclose it to third parties (other than certain permitted parties) unless required by law, by a court of competent jurisdiction or by the rules of any stock exchange (including AIM) or by any government or regulatory or taxation body or authority; and (ii) use the confidential information only for the purpose of evaluating and negotiating the terms of the Acquisition. These confidentiality obligations will remain in force until the earlier of completion of the Acquisition or 26 February 2023.

11. Disclosure of Interests in Sigma

Except for the irrevocable commitments and letters of intent referred to in paragraph 8 above, as at close of business on 10 June 2021 (being the Last Practicable Date) neither Bidco, nor any of its directors, nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Takeover Code) with Bidco has:

a) any interest in, or right to subscribe for, any relevant securities of Sigma;

b) any short positions in respect of relevant securities of Sigma (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery;

c) any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code in relation to Sigma Shares or in relation to any securities convertible or exchangeable into Sigma Shares; nor

d) borrowed or lent any relevant securities of Sigma (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) save for any borrowed shares which have been either on-lent or resold.

'Interests in securities' for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to securities.

12. Strategic plans with regard to the business, directors, management, employees, pensions and locations of the Sigma Group

12.1 Strategic plans and employees

Bidco holds in high regard the reputation of the Sigma management and staff, Sigma's leading market position in the PRS sector and the breadth and depth of Sigma's relationships with broader stakeholders. As a result of its due diligence review and having discussed Sigma's strategic objectives with the Sigma management team, Bidco intends to support the existing management of Sigma in delivering their current strategy.

Following the completion of the Acquisition, Bidco envisages that Sigma would continue to operate materially in the same way without significant disruption to either the PineBridge Benson Elliot or Sigma businesses. In particular, Bidco wishes to maintain and strengthen Sigma's key and successful existing relationships with PRS REIT and EQT Real Estate. Going forward, the strategic focus will be on:

· identifying and forward funding new investment opportunities in the PRS sector across the UK, with a key focus on suburban private single-family rental homes;

· providing access to capital, which the Investment Funds would underwrite, in order to forward fund and deliver Sigma's pipeline of PRS investments and build greater scale over time;

· enhancing Sigma's sourcing capabilities by leveraging PineBridge Benson Elliot's extensive investor network and Sigma management's strong track record;

· establishing new relationships with leading UK housebuilders while continuing to broaden existing partnerships;

· expanding the geographical footprint of the business into new regional markets while delivering on the strong current pipeline; and

· expanding the reach of Sigma's property management capabilities, including Sigma's "Simple Life" leasing and tenant management platform.

Bidco places significant value on the expertise and experience of Sigma management in the UK PRS sector, and thus attaches great importance to the continued commitment of Sigma management and employees, and believes that they will benefit from greater opportunities as a result of the Acquisition.

Following the Acquisition, executives of PineBridge Benson Elliot may become directors or employees of the Bidco Group to assist its future development. As the operations of Sigma expand under Bidco ownership, certain business support activities may be developed at the Bidco Group level over time.

The Independent Sigma Directors are expected to step down upon the Scheme becoming Effective (or, in the event that the Acquisition is implemented by way of a Takeover Offer, upon or shortly following the Takeover Offer becoming or being declared wholly unconditional). Following the Acquisition, a limited number of ancillary PLC-related functions are expected to be discontinued upon Sigma ceasing to operate as a publicly listed company and Bidco intends to support the Sigma management in the continuous review of their operations to ensure efficiency in the ordinary course of business.

Save as described above, Bidco does not intend to make any material reduction to the headcount, or any material change to the conditions of employment or to the balance of skills and functions, of Sigma's employees or management. In the event that any individuals do need to be redeployed following Sigma ceasing to be a public company, Bidco confirms they will be treated in a fair and equitable manner consistent with Sigma Group's culture, policies and practices.

12.2 Existing rights and pensions

Bidco confirms that, following the Scheme becoming Effective, the existing contractual and statutory employment rights, including in relation to pensions, of all Sigma management and employees will be fully safeguarded in accordance with applicable law.

Sigma and certain of its subsidiaries make contributions to various defined contribution pension schemes on behalf of a number of qualifying employees and Bidco intends that these arrangements would remain in place. Bidco does not intend to make any material changes to the current employer pension contribution arrangements.

No member of the Sigma Group participates in a defined benefit pension scheme.

12.3 Incentivisation arrangements

Following the Scheme becoming Effective, Bidco shall review the wider management, governance and incentive structure for the Sigma Group. Bidco has entered into the Reinvestment and Incentive Arrangements with certain Sigma Directors and management, further details of which are set out below.

12.4 Headquarters, locations, fixed assets and research and development

Following the Scheme becoming Effective, Bidco has no plans to undertake any material changes in the locations of Sigma's places of business. Save as set out in paragraph 12.1 above, Bidco has no plans to change the location or functions of Sigma's trading headquarters in Edinburgh, United Kingdom and London, United Kingdom or Sigma's registered office in Manchester, United Kingdom.

No changes are envisaged with respect to the redeployment of Sigma's fixed asset base. Sigma does not currently have a research and development function and Bidco has no plans in this regard.

12.5 Trading facilities

Sigma Shares are currently admitted to trading on AIM. As set out in paragraph 17, it is intended that on or shortly after the Effective Date a request will be made to the London Stock Exchange to cancel trading in Sigma Shares and to de-list Sigma from AIM, following which Sigma would be re-registered as a private limited company.

None of the statements in this paragraph 12 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

13. Reinvestment and Incentive Arrangements

Bidco believes in the importance of the ongoing participation of Sigma's management team in its continued growth, due to their knowledge of Sigma's business and their relationship with key customers, suppliers, Sigma's employees and other stakeholders. Accordingly, pursuant to the terms of the Investment Agreement and related documentation, Bidco has agreed the Reinvestment and Incentive Arrangements with the Wider Management Team, which will govern how such individuals will hold their investment in Bidco's parent undertaking following the Effective Date. Certain of the Wider Management Team shall reinvest (either directly or by procuring investment by a family trust or equivalent entity) not less than 30 per cent. of their net proceeds of the Cash Offer received by them in subscription for securities in Bidco's parent undertaking. In addition, all the members of the Wider Management Team (other than Ian Sutcliffe) shall subscribe for shares in the form of "sweet equity", which is to represent 10 per cent. of the value delivered on a future exit once the holders of the other securities in Bidco's parent undertaking have received a 10 per cent. annual return.

The Reinvestment and Incentive Arrangements will be described in more detail in the Scheme Document.

Rule 16 of the Takeover Code provides that, except with the consent of the Panel, an offeror or persons acting in concert with it may not make any arrangements with shareholders, and may not deal or enter into arrangements to deal in shares of an offeree company, or enter into arrangements which involve acceptance of an offer, either during an offer or when one is reasonably in contemplation, if there are favourable conditions attached which are not being extended to all shareholders.

In relation to the Reinvestment and Incentive Arrangements, the Panel has agreed to allow the Reinvestment and Incentive Arrangements to be entered into on the terms thereof and subject to the Conditions notwithstanding the fact that the opportunity to participate in such arrangements is not being extended to all Sigma Shareholders. For the purposes of Rule 16.2 of the Takeover Code, Rothschild & Co has confirmed to the Sigma Directors that, in its opinion, the terms of the Reinvestment and Incentive Arrangements are fair and reasonable. In providing its opinion, Rothschild & Co has taken into account the commercial assessments of the Sigma Directors. In accordance with the requirements of Rules 16.2(c) and (d) of the Takeover Code, those members of the Wider Management Team who are registered holders of Sigma Shares will not be permitted to vote on the Ordinary Resolution to be proposed at the General Meeting, and the shareholder vote on that Ordinary Resolution will be conducted on a poll.

14. Sigma Share Plans

Participants in the Sigma Share Plans will be contacted regarding the effect of the Acquisition on their rights under the Sigma Share Plans and an appropriate proposal will be made to such participants pursuant to Rule 15 of the Takeover Code in due course. Full details of the effect of the Acquisition on participants' rights under the Sigma Share Plans, and the action they may take in respect of their options, will be communicated to participants in separate letters when the Scheme Document is published.

15. Opening Position Disclosure

In connection with the Acquisition, Bidco will make a public Opening Position Disclosure setting out details of its interests or short positions in, or rights to subscribe for, any relevant securities of Sigma by no later than 12 noon on 25 June 2021.

16. The Scheme

It is intended that the Acquisition will be effected by means of the Scheme between Sigma and the Scheme Shareholders (although Bidco reserves the right to implement the Acquisition by way of the Offer, with the consent of the Panel).

The purpose of the Scheme is to provide for Bidco to become owner of the whole of the issued and to be issued share capital of Sigma. This is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to Bidco, in consideration for which the Scheme Shareholders will receive the cash consideration on the basis set out in paragraph 2 of this Announcement.

To become Effective, the Scheme must be approved at the Court Meeting by a majority in number of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) who are on the register of members of Sigma at the Scheme Voting Record Time present and voting (to the extent permitted to vote pursuant to the Code, applicable law or the Court whose sanction is required for the Scheme), whether in person or by proxy, representing at least 75 per cent. of the votes attached to the Scheme Shares cast by those Scheme Shareholders (or the relevant class or classes thereof, if applicable). The Scheme also requires the passing at the General Meeting of the Resolutions. The General Meeting is expected to be held immediately after the Court Meeting. Following the Meetings, the Scheme must be sanctioned by the Court. Finally, a copy of the Scheme Court Order must be delivered to the Registrar of Companies for registration, upon which the Scheme will become Effective.

Insofar as they are the registered holders of Scheme Shares, the Wider Management Team, should they not be permitted to vote at the Court Meeting, have undertaken, or will undertake, to be bound by the Scheme.

The Scheme will also be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document.

The Scheme Document will include full details of the Scheme, together with the notices convening the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by Sigma Shareholders. Subject to restrictions in respect of Restricted Jurisdictions, the Scheme Document will be sent to Sigma Shareholders and, for information only, to persons with information rights and holders of options and/or awards granted under the Sigma Share Plans, as soon as reasonably practicable, and in any event (save with the consent of the Panel), within 28 days of this Announcement.

The Scheme is expected to become Effective during Q3 of the calendar year 2021, subject to the satisfaction or (where applicable) waiver of the Conditions. If the Scheme does not become Effective on or before the Long Stop Date, it will lapse and the Acquisition will not proceed (unless Bidco and Sigma otherwise agree and the Panel otherwise consents).

If any Condition in paragraph 2 of Appendix 1 to this Announcement is not capable of being satisfied by the date specified therein, Bidco shall make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by not later than 7.00 a.m. (London time) on the Business Day following the date so specified, stating whether Bidco has invoked that Condition, (where applicable) waived that Condition or, with the agreement of Sigma, specified a new date by which that Condition must be satisfied.

Upon the Scheme becoming Effective: (i) it will be binding on all Sigma Shareholders, irrespective of whether or not they attended or voted at the Meetings (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Sigma Shares will cease to be valid and entitlements to Sigma Shares held within the CREST system will be cancelled. The consideration for the Acquisition (pursuant to the Cash Offer) will be dispatched to Sigma Shareholders no later than 14 days after the Effective Date in accordance with the requirements of the Takeover Code.

Any Sigma Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Special Resolution to be proposed at the General Meeting will, amongst other matters, provide for an amendment to Sigma's articles of association in order to incorporate provisions requiring any Sigma Shares issued after the Scheme Record Time (other than to Bidco and/or its nominees) to be automatically transferred to Bidco (and, where applicable, for consideration to be paid to the original recipient of the Sigma Shares so issued) on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of Sigma's articles of association (as amended) will avoid any person (other than Bidco and their nominees) holding Sigma Shares after the Effective Date.

Bidco reserves the right to elect to implement the Acquisition by way of an Offer as an alternative to the Scheme (subject to the Panel's consent). In such event, the Acquisition will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in method of effecting the Acquisition (including, without limitation: (i) the inclusion of an acceptance condition set at 90 per cent. of the Sigma Shares to which such Offer relates (or such other percentage as Bidco may, subject to the rules of the Takeover Code and with the consent of the Panel, decide); and (ii) those required by, or deemed appropriate by, Bidco under applicable law). Further, if sufficient acceptances of such Offer are received and/or sufficient Sigma Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the Companies Act 2006 to acquire compulsorily any outstanding Sigma Shares to which such Offer relates.

The Scheme will be governed by English law and will be subject to the jurisdiction of the Court. The Scheme will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the AIM Rules and the Registrar of Companies.

17. Cancellation of trading and re-registration

Sigma Shares are currently admitted to trading on AIM. It is intended that a request will be made to the London Stock Exchange to cancel trading in Sigma Shares on AIM, and to re-register it as a private limited company, to take effect on or shortly after the Effective Date.

It is expected that the last day of dealings in Sigma Shares on AIM will be the date of the Scheme Court Hearing and that no transfers will be registered after 6.00 p.m. (London time) on that date.

18. Consents

Each of Evercore, Rothschild & Co and N+1 Singer has given and not withdrawn its consent to the publication of this Announcement with the inclusion herein of the references to its name in the form and context in which such references appear.

19. Documents available for inspection

Copies of the following documents will by no later than 12 noon on the first Business Day following the date of this Announcement be published on Bidco's website at www.pinebridge.com/pinebridge-benson-elliot/firm-offer and Sigma's website at www.sigmacapital.co.uk until the end of the offer:

· this Announcement;

· the Confidentiality Agreement;

· the Equity Commitment Letter;

· the Investment Agreement;

· the Proposed Articles;

· the Loan Note Instrument;

· the irrevocable undertakings and letters of intent listed in Appendix 3 to this Announcement; and

· the consent letters from each of the advisers referred to in paragraph 18 above.

The contents of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.

20. General

The Acquisition will be made on the terms and subject to the Conditions set out in Appendix 1 to this Announcement, and to the full terms and conditions to be set out in the Scheme Document. The formal Scheme Document comprising the Cash Offer to Sigma Shareholders will be sent to Sigma Shareholders within 28 days of this Announcement (or on such later date as may be agreed between Bidco and Sigma with the consent of the Panel). The Scheme Document will contain inter alia valuation reports on certain of Sigma's real estate assets in accordance with Rule 29 of the Takeover Code. The sources and bases of calculation of certain information contained in this Announcement are set out in Appendix 2 to this Announcement. Details of irrevocable undertakings and letters of intent received by Bidco are set out in Appendix 3 to this Announcement. Certain terms used in this Announcement are defined in Appendix 4 to this Announcement.

Enquiries:

Paul Hastings (Europe) LLP is acting as legal adviser to Bidco.

Dentons UK and Middle East LLP is acting as legal adviser to Sigma.

Important notices relating to financial advisers

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to PineBridge Benson Elliot and Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than PineBridge Benson Elliot and Bidco for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with any matter referred to herein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to any matter referred to herein, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with PineBridge Benson Elliot or Bidco or the matters described in this Announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained herein.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Sigma and no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Sigma for providing the protections afforded to clients of Rothschild & Co or for providing advice in connection with the matters referred to herein. Neither Rothschild & Co nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with any matter referred to herein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Rothschild & Co by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Rothschild & Co nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to any matter referred to herein, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Sigma or the matters described in this Announcement. To the fullest extent permitted by applicable law, Rothschild & Co and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained herein.

Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as nominated adviser and broker for Sigma and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Sigma for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement. Neither N+1 Singer nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of N+1 Singer in connection with any matter referred to herein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on N+1 Singer by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither N+1 Singer nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to any matter referred to herein, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Sigma or the matters described in this Announcement. To the fullest extent permitted by applicable law, N+1 Singer and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained herein.

Evercore, Rothschild & Co and N+1 Singer have given and not withdrawn their consent to the publication of this Announcement with the inclusion in it of the references to their respective names and (where applicable) advice in the form and context in which they appear.

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or inducement to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of an offer to buy any securities, any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of what action is required from Sigma Shareholders in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document).

Sigma and Bidco shall prepare the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document) to be distributed to Sigma Shareholders. Sigma and Bidco urge Sigma Shareholders to read the Scheme Document in its entirety (or, if the Acquisition is implemented by way of an Offer, the Offer Document) when it becomes available because it will contain important information relating to the Acquisition including details of how to vote in respect of the Scheme.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Bidco reserves the right to elect to implement the Acquisition by way of an Offer as an alternative to the Scheme (subject to the Panel's consent). In such event, the Acquisition will be implemented on substantially the same terms, so far as applicable, as those which will apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in method of effecting the Acquisition (including, without limitation: (i) the inclusion of an acceptance condition set at 90 per cent. of the Sigma Shares to which such Offer relates (or such other percentage as Bidco may, subject to the rules of the Takeover Code and with the consent of the Panel, decide); and (ii) those required by, or deemed appropriate by, Bidco under applicable law). Further, if sufficient acceptances of such Offer are received and/or sufficient Sigma Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the Companies Act 2006 to acquire compulsorily any outstanding Sigma Shares to which such Offer relates.

Overseas Shareholders

This Announcement has been prepared in accordance with and for the purpose of complying with the laws of England and Wales, the Takeover Code, the Market Abuse Regulation, the AIM Rules and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England.

The release, publication or distribution of this Announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable requirements of their jurisdictions.

The availability of the Acquisition to Sigma Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in and citizens of the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in and citizens of the United Kingdom to vote their Sigma Shares with respect to the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another person to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or of which they are a citizen. Sigma Shareholders who are in any doubt regarding such matters should consult an appropriate independent financial adviser in their relevant jurisdiction without delay. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, participation in the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this Announcement and all such documents relating to the Acquisition (including, without limitation, agents, custodians, nominees and trustees) must not, directly or indirectly, mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders will be contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document).

Notice to US investors in Sigma

Sigma Shareholders in the United States should note that the Acquisition relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, the laws of England and Wales.

Neither the proxy solicitation nor the tender offer rules under the US Exchange Act will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure and procedural requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of US tender offer and proxy solicitation rules. If, in the future, Bidco exercises the right to implement the Acquisition by way of an Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act. Such an Offer would be made in the United States by Bidco and no one else. In accordance with normal United Kingdom practice and consistent with Rule 14e-5 under the US Exchange Act, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Sigma outside such Offer during the period in which such Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including, to the extent applicable, the US Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

The financial information included in this Announcement and the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document) has been or will have been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States ("US GAAP"). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this document has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

Neither the Acquisition nor this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any such authorities passed upon or determined the adequacy or accuracy of the information contained in this Announcement or the merits of the Acquisition. Any representation to the contrary is a criminal offence in the United States.

The receipt of consideration by a US holder for the transfer of its Sigma Shares pursuant to the Acquisition may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as non-US and other, tax laws. Each Sigma Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable US federal, state and local, as well as non-US and other, tax laws.

It may be difficult for US holders of Sigma Shares to enforce their rights and any claim arising out of the US federal laws or to enforce against them a judgment of a US court predicated upon the securities laws of the United Kingdom, since Bidco and Sigma are incorporated in a non-US jurisdiction, and some or all of their officers and directors may be residents of countries other than the United States. US holders of Sigma Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Cautionary note regarding forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Sigma contain certain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and Sigma about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on Bidco and Sigma (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Forward-looking statements often, but not always, use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning or derivatives thereof. These statements are based on assumptions and assessments made by Sigma and/or Bidco in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place any reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither Sigma nor Bidco assumes any obligation to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

Dealing and opening position disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Sigma's website at www.sigmacapital.co.uk and Bidco's website at www.pinebridge.com/pinebridge-benson-elliot/firm-offer by no later than 12 noon (London time) on the first Business Day following the date of this Announcement. For the avoidance of doubt, neither the contents of these websites nor any website accessible from hyperlinks is incorporated into or forms part of this Announcement.

No profit forecasts, estimates or quantified benefits statements

No statement in this Announcement is intended to constitute a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this Announcement should be interpreted to mean that the earnings or future earnings per share of or dividends or future dividends per share of Sigma for the current or future financial years will necessarily match or exceed the historical published earnings or earnings per share or dividends per share of Sigma.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Sigma Shareholders, persons with information rights and participants in the Sigma Share Plans may request a hard copy of this Announcement by contacting Sigma's registrars, Link Asset Services: (i) on +44 (0) 371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales; or (ii) by submitting a request in writing to Link Asset Services, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Sigma Shareholders, persons with information rights and other relevant persons for the receipt of communications from Sigma may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

General

If the Acquisition is effected by way of an Offer, and such an Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 so as to acquire compulsorily the remaining Sigma Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase Sigma Shares otherwise than under any Offer or the Scheme, including pursuant to privately negotiated purchases.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Sigma confirms that, as at 10 June 2021 (being the Last Practicable Date), it had in issue 89,658,666 ordinary shares of 1 pence each. The ISIN for the ordinary shares is GB0004225073.

APPENDIX 1CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION

Part A: Conditions to the Scheme and Acquisition

Long Stop Date

1. The Acquisition is conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Takeover Code, by no later than 11.59 p.m. on the Long Stop Date or such later date (if any) as Bidco and Sigma may, with the consent of the Panel, agree and (if required) the Court may allow.

Scheme approval

2. The Scheme will be conditional upon:

(a) (i) its approval by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders who are on the register of members of Sigma (or the relevant class or classes thereof, if applicable) at the Scheme Voting Record Time, present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting, (ii) such Court Meeting and any separate class meeting which may be required by the Court being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may, with the consent of the Panel, be agreed between Bidco and Sigma (and that the Court may approve if so required));

(b) (i) the Resolutions being duly passed at the General Meeting (or any adjournment thereof) and (ii) such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date as may, with the consent of the Panel, be agreed between Bidco and Sigma (and that the Court may approve if so required)); and

(c) the sanction of the Scheme by the Court with or without modification (but subject to any such modification being acceptable to Bidco and Sigma) on or before the 22nd day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course (or such later date as may, with the consent of the Panel, be agreed between Bidco and Sigma (and that the Court may approve if so required)) and the delivery of the office copy of the Scheme Court Order to the Registrar of Companies for registration.

General Conditions

3. In addition, Bidco and Sigma have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Certain matters arising as a result of any arrangement, agreement, etc.

(a) except as Disclosed, there being no provision of any agreement, arrangement, licence, lease, franchise, permit or other instrument to which any member of the Wider Sigma Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject or any event or circumstance, which in consequence of the Scheme, the Acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities in Sigma or because of a change in the control or management of any member of the Wider Sigma Group or otherwise, would or might reasonably be expected to result in, to an extent which is material in the context of the Wider Sigma Group as a whole or in the context of the Acquisition:

(i) any monies borrowed by or any other indebtedness (actual or contingent, including without limitation, guarantees, letters of credit and hedging contracts) of, or grant available to any such member of the Wider Sigma Group, being or becoming repayable or capable of being declared repayable immediately or prior to its or their stated maturity date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence, lease, franchise, permit or other instrument or the rights, liabilities, obligations or interests of any such member of the Wider Sigma Group thereunder being terminated or adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any assets or interests of any member of the Wider Sigma Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

(iv) the creation or enforcement of any mortgage, charge, encumbrance or other security interest over the whole or any part of the business, property or assets of any member of the Wider Sigma Group or any such mortgage, charge, encumbrance or other security interest (whenever created, arising or having arisen) becoming enforceable;

(v) the rights, liabilities, obligations or interests of any member of the Wider Sigma Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any such member with any other person or body or firm or company (or any arrangement or agreement relating to any such interests or business) being or becoming capable of being terminated, adversely modified or affected;

(vi) the business, assets, value of, or the financial or trading position, profits or prospects of, any member of the Wider Sigma Group being prejudiced or adversely affected;

(vii) any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Sigma Group being or failing to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Sigma Group;

(viii) any member of the Wider Sigma Group ceasing to be able to carry on business under any name under which it presently does so; or

(ix) the creation or acceleration of any liability, actual or contingent, by any member of the Wider Sigma Group (including any tax liability or any obligation to obtain or acquire any authorisation, notice, waiver, concession, agreement or exemption from any government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, self-regulatory authority, or any other body or person whatsoever in any jurisdiction (each a "Third Party" and together the "Third Parties") or any other person), excluding trade creditors and other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any such agreement, arrangement, licence, permit, lease, franchise or other instrument to which any member of the Wider Sigma Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would result in any of the events or circumstances as are referred to in Conditions 3(a)(i) to (ix);

Other Third Party clearances

(b) except as Disclosed, no Third Party having given notice of a decision to take, institute, implement or threaten in writing any action, proceeding, suit, investigation, enquiry or reference (and not having withdrawn that notice), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be any outstanding statute, regulation, decision or order which would or might reasonably be expected to:

(i) require, prevent or delay the divestiture, or alter the terms envisaged for any such divestiture by any member of the Wider Bidco Group or any member of the Wider Sigma Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof) which, in any such case, is material in the context of the Wider Sigma Group or the Wider Bidco Group in either case taken as a whole;

(ii) require, prevent or delay the divestiture by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider Sigma Group or the Wider Bidco Group;

(iii) impose any limitation on, or result in a delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or to hold or to exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Sigma Group or the Wider Bidco Group or to exercise management control over any such member;

(iv) otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Bidco Group or of any member of the Wider Sigma Group in a manner which is adverse to and material in the context of the Wider Bidco Group or the Wider Sigma Group, in either case taken as a whole;

(v) make the Scheme, the Acquisition, its implementation or the acquisition or proposed acquisition by Bidco or any member of the Wider Bidco Group of any shares or other securities in, or control or management of Sigma void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge, impede, interfere or require material amendment of the Scheme, the Acquisition, its implementation or the acquisition or proposed acquisition by Bidco or any member of the Wider Bidco Group of any shares or other securities in, or control or management of Sigma;

(vi) other than pursuant to the Acquisition, require any member of the Wider Bidco Group or the Wider Sigma Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Sigma Group or the Wider Bidco Group owned by any third party;

(vii) impose any limitation on the ability of any member of the Wider Sigma Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the businesses of any other members of the Wider Sigma Group or the Wider Bidco Group which is adverse to and material in the context of the Wider Bidco Group or the Wider Offer Group, in either case taken as a whole; or

(viii) result in any member of the Wider Sigma Group or Wider Bidco Group ceasing to be able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten in writing any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Scheme, the Acquisition or the acquisition or proposed acquisition of any Sigma Shares or otherwise intervene having expired, lapsed or been terminated;

(c) all necessary notifications, filings or applications having been made in connection with the Acquisition and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Scheme, the Acquisition, its implementation or the acquisition by any member of the Wider Bidco Group of any shares or other securities in, or control or management of, Sigma and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals reasonably deemed necessary or appropriate by Bidco or any member of the Wider Bidco Group for or in respect of the Scheme, the Acquisition, its implementation or the proposed acquisition of any shares or other securities in, or control or management of, Sigma by any member of the Wider Bidco Group having been obtained in terms and in a form satisfactory to Bidco from all appropriate Third Parties or persons with whom any member of the Wider Sigma Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all authorisations orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the Wider Sigma Group remaining in full force and effect and all filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Offer becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

Certain events occurring since 30 September 2020

(d) except as Disclosed, no member of the Wider Sigma Group having, since 30 September 2020:

(i) issued or agreed to issue or authorised or proposed the issue of, additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or securities or convertible securities or transferred, sold or agreed to transfer or sell or authorise or propose the transfer or sale of shares out of treasury (except, where relevant, intra-Sigma Group or for Sigma Shares issued pursuant to the exercise of options or vesting of awards in the ordinary course under the Sigma Share Plans);

(ii) recommended, declared, paid or made or resolved to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made intra-Sigma Group;

(iii) save for intra-Sigma Group transactions, implemented, effected, authorised, proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, sub-division, scheme, commitment or acquisitions or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is or might reasonably be expected to be material in the context of the Wider Sigma Group taken as a whole or material in the context of the Acquisition;

(iv) save for intra-Sigma Group transactions, disposed of, or transferred, mortgaged or charged, or created any security interest over any asset or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so in a manner which is or might reasonably be expected to be material in the context of the Wider Sigma Group taken as a whole or material in the context of the Acquisition;

(v) save for intra-Sigma Group transactions entered into the ordinary course of business, entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, in each case, to an extent which is material in the context of the Wider Sigma Group taken as whole or in the context of the Acquisition;

(vi) made any alteration to its memorandum or articles of association or other incorporation documents (other than in connection with the Scheme);

(vii) save for intra-Sigma Group transactions, made, authorised, proposed or announced an intention to propose any change in its loan capital;

(viii) save for intra-Sigma Group transactions in the ordinary course, issued, authorised or proposed or announced an intention to authorise or propose the issue of any debentures, or any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which is or might reasonably be expected to be material in the context of the Wider Sigma Group taken as a whole or material in the context of the Acquisition;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(x) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or might reasonably be expected to be restrictive on the businesses of any member of the Wider Sigma Group or the Wider Bidco Group or which involves or could involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business and which is material in the context of the Wider Sigma Group taken as a whole;

(xi) entered into or materially varied the terms of, or made any offer (which remains open for acceptance) to enter into or materially vary the terms of any contract, service agreement, commitment or arrangement with any director or, except for salary increases or bonuses in the ordinary course for any senior executive of Sigma, other than as agreed by the Panel and Bidco;

(xii) (other than in respect of a member of the Wider Sigma Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings started or threatened against it in relation to the suspension of payments, a moratorium of indebtedness, its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xiii) been unable, or admitted in writing that it is unable, to pay its debts when they fall due or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xiv) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Sigma Group or the Wider Bidco Group other than to a nature and extent which is normal in the context of the business concerned;

(xv) terminated or varied the terms of any agreement or arrangement between any member of the Wider Sigma Group and any other person in a manner which would or might reasonably be expected to be materially adverse to the Wider Sigma Group taken as a whole or is material in the context of the Acquisition;

(xvi) waived, compromised or settled any material claim or regulatory proceeding (whether actual or threatened) by or against any member of the Wider Sigma Group otherwise than in the ordinary course of business;

(xvii) made, proposed or agreed or consented to or procured any change to, or the custodian or trustee of any scheme having made a change to (to an extent which would or might reasonably be expected to be materially adverse to the Wider Sigma Group taken as a whole or to be material in the context of the Acquisition):

(1) the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider Sigma Group for its directors, employees, former employees or their dependents;

(2) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

(3) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(4) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made;

(xviii) carried out any act:

(1) which would or could reasonably be expected to lead to the commencement of the winding up of any pension scheme(s) established by any member of the Wider Sigma Group for its directors, former directors, employees, former employees or their dependants;

(2) which would or might reasonably be expected to create a material debt owed by an employer to any such plan; or

(3) which would or might reasonably be expected to accelerate any obligation on any employer to fund or pay additional contributions to any such plan;

(xix) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, retention scheme or other benefit (including compensation) relating to the employment or termination of employment of any person employed by the Wider Sigma Group other than in accordance with the terms of the Acquisition or, if required by the Takeover Code, as agreed by the Panel and/or Bidco; or

(xx) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition; or

(xxi) other than with the consent of Bidco, having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Sigma Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code,

and, for the purposes of paragraphs (i) to (v) (inclusive), (vii) and (viii) of this Condition, the term "Sigma Group" shall mean Sigma and its wholly-owned subsidiaries;

No material adverse change, litigation, regulatory enquiry or similar

(e) except as Disclosed, since 30 September 2020, in each case to an extent which is or might reasonably be expected to be material in the context of the Wider Sigma Group taken as whole, or material in the context of the Acquisition:

(i) no adverse change or deterioration having occurred, and no circumstance having arisen which would or might reasonably be expected to result in any adverse change or deterioration, in the business, assets, financial or trading position or profits or prospects of any member of the Wider Sigma Group;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Sigma Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no investigation or other regulatory proceedings by any Third Party against or in respect of any member of the Wider Sigma Group having been instituted, announced or threatened by or against or remaining outstanding in respect of any member of the Wider Sigma Group;

(iii) no enquiry, review or investigation by (or complaint or reference to) any Third Party or other investigative body having been threatened, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider Sigma Group;

(iv) no contingent or other liability having arisen or become apparent or increased which affects, or which would be reasonably likely to affect, adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider Sigma Group;

(v) no steps having been taken, and no omissions having been made, which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Sigma Group which is necessary for the proper carrying on of its business; and

(vi) no member of the Wider Sigma Group having conducted its business in material breach of any applicable laws and regulations;

No discovery of certain matters regarding information, liabilities and environmental issues

(f) except as Disclosed, Bidco not having discovered, in each case to an extent which is or might reasonably be expected to be material in the context of the Wider Sigma Group taken as a whole, or material in the context of the Acquisition:

(i) that any financial, business or other information concerning the Wider Sigma Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Sigma Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading;

(ii) that any member of the Wider Sigma Group is subject to any liability (contingent or otherwise) which is not disclosed in the 2020 Sigma Annual Report;

(iii) that any past or present member of the Wider Sigma Group has failed to comply in any material respect with any applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Sigma Group;

(iv) that there is or is reasonably likely to be any obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Sigma Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party or any other person or body in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto;

(v) that circumstances exist (whether as a result of the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting, or whereby any past or present member of the Wider Sigma Group would be likely to be required to institute, an environmental audit or take any other steps which would in any such case be reasonably likely to result in any liability (whether actual or contingent) to improve, modify existing or install new plant, machinery or equipment or carry out changes in the processes currently carried out or make good, remediate, repair, re-instate or clean up any land or other asset currently or previously owned, occupied or made use of by any past or present member of the Wider Sigma Group (or on its behalf) or by any person for which a member of the Wider Sigma Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest; or

(vi) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Sigma Group;

Anti-corruption, sanctions, criminal property, IT

(g) no past or present member, director, officer, employee or agent of the Wider Sigma Group or any person that performs or has performed services (or otherwise acts or has acted) for or on behalf of any such company being or at any time having been engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other anti-corruption legislation applicable to the Wider Sigma Group;

(h) no asset nor any member of the Wider Sigma Group constituting criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(i) no past or present member, director, officer, employee or agent of the Wider Sigma Group or any person that performs or has performed services for or on behalf of any such member, director, officer or employee being or at any time having been engaged in any activity or business with, made any investments in, made any funds or assets available to or received any funds or assets from:

(i) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HM Treasury & Customs; or

(ii) any government, entity or individual targeted or covered by any of the economic sanctions administered or imposed by the United Nations, the US (including, without limitation, the United States Office of Foreign Assets Control), the United Kingdom, the European Union (or any of its respective member states) or any other governments or supranational body or authority in any jurisdiction, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law;

(j) no member of the Wider Sigma Group being or at any time having been engaged in a transaction which would cause any member of the Wider Bidco Group to be in breach of any applicable law or regulation on completion of the Acquisition, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs or any government, entity or individual targeted by any of the economic sanctions of the United Nations, United States, the United Kingdom or the European Union or any of its member states or any other governments or supranational body or authority in any jurisdiction, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law; and

(k) no disruption having occurred in the operation of the Wider Sigma Group as a result of issues relating to information technology or any failure or other substandard performance of any such information technology (including, without limitation, any information security breach or unauthorised access of, or unauthorised acts in relation to, any such information technology), in each case which is material in the context of the Wider Sigma Group.

Part B: Certain further terms

1. Subject to the requirements of the Panel, Bidco reserves the right to waive:

a) the deadline set out in Condition 1 in Part A of this Appendix 1, and any of the deadlines set out in Condition 2 in Part A of this Appendix 1 for the timing of the Court Meeting and the General Meeting. If any such deadline is not met, Bidco will make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Sigma to extend the deadline in relation to the relevant Condition. In all other respects, Condition 2 in Part A of this Appendix 1 cannot be waived; and

b) in whole or in part, all or any of Conditions 3(a) to (k) (inclusive) in Part A of this Appendix 1.

2. Conditions 3(a) to (k) (inclusive) must be fulfilled or waived by Bidco by no later than 11.59 p.m. on the date immediately preceding the date of the Scheme Court Hearing, failing which the Scheme will lapse.

3. Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as satisfied or fulfilled any of the Conditions capable of waiver by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

4. If Bidco is required by the Panel to make an offer for Sigma Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

5. Unless the Panel otherwise consents, the Acquisition will lapse if the Acquisition or any matter arising from or relating to the Scheme or Acquisition becomes subject to a CMA Phase 2 Reference before the date of the Scheme Court Hearing.

6. Under Rule 13.5(a) of the Takeover Code, Bidco may not invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. Conditions 1, 2(a), 2(b) and 2(c) above and, if applicable, any acceptance condition if the Acquisition is implemented by means of an Offer, are not subject to this provision of the Takeover Code.

7. The Sigma Shares acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid, or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made, in each case by reference to a record date falling on or after the Effective Date.

8. If, on or after the date of this Announcement but prior to the Effective Date, any dividend and/or other form of capital return or distribution is announced, declared, made or paid or becomes payable in respect of Sigma Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Cash Offer by an amount up to the amount of such dividend and/or distribution and/or return of capital, in which case any reference in this Announcement to the consideration payable under the Cash Offer will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme. In such circumstances, Sigma Shareholders would be entitled to retain any such dividend, distribution or other return of capital declared, made or paid which becomes payable. If and to the extent that any such dividend, distribution or other return of capital is announced, declared, made or paid or becomes payable and is either: (i) transferred pursuant to the Acquisition on a basis which entitles Bidco to receive the dividend, distribution or other return of capital and to retain it; or (ii) cancelled before payment, the consideration payable under the terms of the Cash Offer shall not be subject to change in accordance with this paragraph 8. Any exercise by Bidco of its rights referred to in this paragraph 8 shall not be regarded as constituting any revision or variation of the Acquisition.

9. Bidco reserves the right to elect to implement the Acquisition by way of an Offer as an alternative to the Scheme (subject to the Panel's consent). In such event, the Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in the method of effecting the Acquisition (including, without limitation: (i) the inclusion of an acceptance condition set at 90 per cent. of the Sigma Shares to which such Offer relates (or such other percentage as Bidco may, subject to the rules of the Takeover Code and with the consent of the Panel, decide); and (ii) those required by, or deemed appropriate by, Bidco under applicable law). Further, if sufficient acceptances of such Offer are received and/or sufficient Sigma Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the Companies Act 2006 to acquire compulsorily any outstanding Sigma Shares to which such offer relates.

10. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

11. The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction.

12. This Announcement and any rights or liabilities arising hereunder, the Acquisition and the Scheme, and any proxies will be governed by English law and be subject to the jurisdiction of the Court and to the Conditions and further terms set out in this Appendix 1 to be set out in the Scheme Document. The Acquisition will be subject to the applicable requirements of English law, the Takeover Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.

13. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

APPENDIX 2SOURCES AND BASES OF INFORMATION

In this Announcement:

1. unless otherwise stated, historical financial information relating to the Sigma Group has been extracted or derived (without any adjustment) from the 2020 Sigma Annual Report;

2. as at the close of business on 10 June 2021 (being the Last Practicable Date), Sigma had 89,658,666 Shares in issue. The International Securities Identification Number for Sigma Shares is GB0004225073;

3. the value attributable to the entire issued ordinary share capital of Sigma is based on the fully diluted share capital of Sigma (being 93,205,473 Shares). That has been calculated on the basis of: (a) 89,658,666 Shares in issue on 10 June 2021 (being the Last Practicable Date); and (b) up to 5,905,957 further Shares which may be issued on or after the date of this Announcement, but before the Scheme Record Time, following the exercise of options under the Sigma Share Plans;

4. Total shareholder returns (as measured by share price growth and dividends reinvested) based on the Cash Offer of 202.1 pence per Sigma Share is derived from:

a) the one, three and five years' total shareholder return as calculated by Bloomberg on 10 June 2021 (being the Last Practicable Date); and

b) the premium implied by the Cash Offer of 35.6 per cent. to the closing price of 149.0 pence per Sigma Share on 10 June 2021 (being the Last Practicable Date);

5. Sigma's cumulative dividends of £3.6 million paid between 1 January 2016 and 31 December 2020 is derived from:

a) No dividends paid between 1 January 2016 and 31 December 2018; plus

b) £1.8 million dividends paid between 1 January 2019 and 31 December 2019; plus

c) £1.8 million dividends paid between 1 January 2020 and 30 September 2020;

6. unless otherwise stated, all prices and closing prices for Sigma Shares are closing middle market quotations derived from the London Stock Exchange Daily Official List (SEDOL); and

7. volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest single decimal place.

APPENDIX 3DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

1. Directors

(A) Independent Sigma Directors

The Independent Sigma Directors have given irrevocable undertakings to vote (or, where applicable, procure voting) in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) in respect of their own beneficial holdings (or those Sigma Shares over which they have control) of Sigma Shares:

The irrevocable undertakings given by the Independent Sigma Directors require those shareholders to vote in favour of the Scheme at the Court Meeting.

(B) Management Directors

The Management Directors have given irrevocable undertakings to vote (or, where applicable, procure voting) in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) in respect of their own beneficial holdings (or those Sigma Shares over which they have control) of Sigma Shares:

The irrevocable undertakings given by the Management Shareholders require those shareholders to vote in favour of the Scheme at the Court Meeting to the extent they are permitted by the Takeover Code, law or the Court whose sanction is required for the Scheme and contain customary undertakings to be bound by the Scheme.

2. Shareholders (other than the Directors)

Each of the named Sigma Shareholders below, acting in their respective capacity as discretionary investment manager or sub-adviser for and on behalf of certain funds and accounts managed by them and/or, in the case of Lombard Odier Asset Management (Europe) Limited, agent of Lombard Odier Asset Management (USA) Corp, has given irrevocable undertakings to vote (or, where applicable, procure voting) in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) in respect of Sigma Shares held by funds and accounted managed by it.

The obligations contained in the irrevocable undertakings provided by each of the named Sigma Shareholders above lapse and cease to have effect if: (i) the Acquisition has not completed by 5.00 p.m. on the Long Stop Date; (ii) the Acquisition (whether implemented by way of a Scheme or an Offer) lapses or is withdrawn in a manner which is permitted by the Panel, save where such lapse or withdrawal is as a result of Bidco exercising its right to implement the Acquisition by way of an Offer rather than by way of a Scheme or vice versa in accordance with the Takeover Code; or (iii) any third party announces a firm intention offer in accordance with Rule 2.7 of the Takeover Code for all of the issued and to be issued ordinary share capital of Sigma and the consideration payable for each Sigma Share under such proposal represents a premium of 10 per cent. or greater to the value of the consideration offered by Bidco.

The irrevocable undertaking given by AXA Investment Managers UK Limited would also cease to apply in relation to any Sigma Shares it loses discretionary management control over or, in respect of which, it receives instructions from its underlying clients to the contrary of the undertaking described above.

3. Letters of Intent

Hargreave Hale Limited (on behalf of Marlborough UK Micro-Cap Growth Fund and Marlborough Nano-Cap Growth Fund) and River and Mercantile Asset Management LLP have each given a non-binding letter of intent to vote (or, where applicable, procure voting) in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) in respect of 8,000,000 and 7,060,000 Sigma Shares respectively, representing in aggregate approximately 16.8 per cent. of the existing issued ordinary share capital of Sigma as at the Last Practicable Date.

APPENDIX 4DEFINITIONS

For the purposes of this Announcement:

· "subsidiary", "subsidiary undertaking" and "undertaking" have the respective meanings given by the Companies Act 2006 and "associated undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excluded for this purpose);

· all references to a statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or validly deriving therefrom;

· all references to time are to London time unless otherwise stated;

· all references to "£" and "pence" are to the lawful currency of the United Kingdom;

· all references to "$" are to the lawful currency of the United States; and

· references to the singular include the plural and vice versa.