SHRE.L Regulatory News (SHRE)

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

30 June 2020

Recommended Offer

for

Share plc

by

Antler Holdco Limited ("ii")

(the holding company of Interactive Investor and the ii Group)

COURT SANCTION OF SCHEME OF ARRANGEMENT

On 17 February 2020 the Boards of ii and Share plc announced that they had reached agreement on the terms of a recommended offer for the entire issued and to be issued share capital of Share plc (the "Offer") to be effected by a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") which was contained in a document sent to Share plc Shareholders on 13 March 2020 (the "Scheme Document").

Share plc and ii are pleased to announce that, at the Court Hearing held earlier today, the High Court made an order sanctioning the Scheme under section 899 of the Companies Act.

Next Steps

Share plc and ii confirm that, as expected, the Scheme Record Time will be 6.00 pm on 30 June 2020.

The Scheme remains conditional on, and will become effective upon, the Court Order being delivered to the Registrar of Companies, which is expected take place on 3 July 2020.

Dealings in Share plc Shares will be suspended with effect from 7.30 a.m. on 1 July 2020. Accordingly, today will, as previously announced on 12 June 2020, be the last day of dealings in, and for the registration of transfers of, and disablement in CREST of, Share plc Shares. It is expected that the admission to trading of Share plc Shares on AIM will be cancelled with effect from 7.00 a.m. on 6 July 2020.

The last time for Nominee Shareholders to notify the Registrar of their Underlying Holders will be noon on 1 July 2020.

Scheme Shareholders' consideration under the terms of the Offer will be despatched in the form of share certificates and settled through CREST or despatched in the form of a cheque by no later than 17 July 2020.

A further announcement will be made when the Scheme has become effective.

General

References to time are to London time. If any of the dates and/or times in this announcement change, the revised dates and/or times will be notified to Share plc Shareholders by announcement through a Regulatory Information Service and by making such announcement available on the following websites: ii.co.uk/share and https://www.share.com/share-plc.

Terms used but not defined in this announcement shall have the meaning given to them in the Scheme Document.

Enquiries:

ii/Interactive Investor

Richard Wilson Tel: +44 (0) 207 930 0777

Barry Bicknell

Rothschild & Co (Financial Adviser to ii)

Stephen Fox Tel: +44 (0) 20 7280 5000

Toby Ross

Peter Brierley

TB Cardew (PR Adviser to ii)

Tom Allison Tel: +44 (0) 20 7930 0777

Shan Shan Willenbrock

Share plc

Gavin Oldham OBE, Executive Chairman Tel: +44 (0) 1296 414141

Richard Stone, Chief Executive

Mike Birkett, Finance Director

Stephens (Financial Adviser to Share plc)

Hugh Elwes Tel: +44 (0) 20 3757 9900

Jake Delaney

Cenkos Securities plc (Nominated Adviser and broker to Share plc)

Mark Connelly Tel: +44 (0) 20 7397 8900

Katy Birkin

KTZ Communications (Financial Public Relations Adviser to Share plc)

Katie Tzouliadis Tel: +44 (0) 20 3178 6378

Dan Mahoney

Important notices

N.M. Rothschild and Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to ii and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than ii for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 this announcement, any statement contained herein, the Offer or otherwise.

Stephens Europe Limited ("Stephens"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to Share plc and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Share plc for providing the protections afforded to clients of Stephens nor for providing advice in connection with any matter referred to herein. Neither Stephens nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Stephens in connection with this announcement, any statement contained herein, the Offer or otherwise.

Cenkos Securities plc ("Cenkos"), which is authorised and regulated by the FCA in the United Kingdom, is acting as nominated adviser and broker to Share plc and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Share plc for providing the protections afforded to clients of Cenkos nor for providing advice in connection with any matter referred to herein. Neither Cenkos nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Cenkos in connection with this announcement, any statement contained herein, the Offer or otherwise.

Further information

This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Share plc in any jurisdiction in contravention of applicable law.

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

The Offer is made solely by means of the Scheme Document, which contains the full terms and conditions of the offer.

Publication of this Announcement

A copy of this announcement will be available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on ii.co.uk/share and https://www.share.com/share-plc.

The contents of Interactive Investor's website and Share plc's website are not incorporated into and do not form part of this announcement.

Share plc shareholders may request a hard copy of this announcement and the Scheme Document (and any information incorporated by reference in the Scheme Document) by contacting Share plc at Oxford House, Oxford Road, Aylesbury, Buckinghamshire, HP21 8SZ or by telephoning 01296 414141 or by emailing agm@share.co.uk. Share plc Shareholders may also request that all future documents, announcements and information in relation to the Offer be sent in hard copy form.