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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

17 February 2020

Recommended Offer

for

Share plc

by

Antler Holdco Limited ("ii")

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

to be effected by means of a scheme of arrangement

under Part 26 of the UK Companies Act 2006

Summary

Information on ii and the New ii Shares

Share plc Shares

Strategic Rationale

Irrevocable undertakings and support for the Offer

Share plc Recommendation

Scheme Document

Comments on the Offer

General

This summary should be read in conjunction with the full text of the following Announcement (including the Appendices). 

The Offer will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II to this Announcement contains the sources of information and bases of calculation of certain information contained in this Announcement. Appendix III contains a summary of the irrevocable undertakings received by ii in relation to the Offer. Appendix IV contains further details on ii and the New ii Shares. Appendix V contains risk factors connected to the New ii Shares. Appendix VI to this Announcement contains definitions of certain expressions used in this summary and in this Announcement.

Enquiries:

Herbert Smith Freehills LLP and Taylor Wessing LLP are acting as legal advisers to ii. Dechert LLP is acting as legal adviser to Share plc.

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 will be implemented solely pursuant to the terms of the Scheme Document (or in the event that the Offer is to be implemented by means of a Takeover Offer, the offer document). Any vote in respect of the Offer should only be made on the basis of the information contained in the Scheme Document, which will contain the full terms and conditions of the Offer (including details of how to vote). Share plc Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been dispatched.

Please be aware that addresses, electronic addresses and certain other information provided by Share plc Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Share plc may be provided to ii during the offer period as required under Section 4 of Appendix 4 of the Takeover Code.

Overseas jurisdictions

The availability of the New ii Shares in, and the release, publication or distribution of this Announcement in or into, jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this Announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Share plc Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Announcement has been prepared for the purposes of complying with English law and the Takeover Code and the 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 the United Kingdom.

Notes to US investors in Share plc

Shareholders in the United States should note that the Offer 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, English law. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Scheme. Moreover the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in this Announcement and the Scheme Document has been or will be prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Share plc is organised under the laws of England and ii is organised under the laws of Guernsey. All or some of the officers and directors of Share plc and ii are residents of countries other than the United States. It may not be possible to sue Share plc and ii in a non-US court for violations of US securities laws. It may be difficult to compel Share plc, ii and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, ii or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase Share plc Shares outside of the United States, other than pursuant to the Offer, until the date on which the Offer becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

Notes regarding New ii Shares

The New ii Shares to be issued pursuant to the Scheme have not been and will not be registered under the US Securities Act of 1933 (as amended) or under the relevant securities laws of any state or territory or other jurisdiction of the United States or the relevant securities laws of Japan and the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada. No prospectus in relation to the New ii Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission. Accordingly, the New ii Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of relevant laws of, or require registration thereof in, such jurisdiction (except pursuant to an exemption, if available, from any applicable registration requirements or otherwise in compliance with all applicable laws).

It is expected that the New ii Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act of 1933 (as amended) provided by Section 3(a)(10) thereof.

Disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 1 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(s), 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 pm (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.

No Profit Forecasts or Estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Share plc or for ii for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Share plc or ii respectively.

Forward-looking statements

This Announcement contains certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of ii and Share plc. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often 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. These statements are based on assumptions and assessments made by ii, and/or Share plc, 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. 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 undue reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither ii nor Share plc assumes any obligation to update nor correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

THERE ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN 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 GLOBAL, POLITICAL, ECONOMIC, BUSINESS, COMPETITIVE, MARKET AND REGULATORY FORCES, FUTURE EXCHANGE AND INTEREST RATES, CHANGES IN TAX RATES AND FUTURE BUSINESS COMBINATIONS OR DISPOSITIONS.

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.

If you have received this Announcement in electronic form or by it being published on ii's website, you can obtain a hard copy of the 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. You will not receive a hard copy of this Announcement unless you so request. You may also inform Share plc that you wish all future documents, Announcements and information in relation to the Offer be sent to you in hard copy.

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 the figures that precede them.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, Share plc confirms that as at the date of this Announcement, it has in issue and admitted to trading on AIM 143,652,334 ordinary shares of 0.5 pence each. The International Securities Identification Number (ISIN) of the ordinary shares is GB0001977866. Share plc holds no ordinary shares in treasury.

In accordance with Rule 2.9 of the Takeover Code, ii confirms that as at the date of this Announcement, it has in issue 1,528,450 A ordinary shares of £0.0001 each, 52,500 B1 ordinary shares of £0.0001 each, 15,200 B2 ordinary shares of £0.10 each, 10,000 B3 ordinary shares of £0.10 each, 6,550 C1 ordinary shares of £0.0001 each and 1 D ordinary share of £0.0001.

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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION 

FOR IMMEDIATE RELEASE

17 February 2020

Recommended Offer

for

Share plc ("Share plc")

by

Antler Holdco Limited ("ii")

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

to be effected by means of a scheme of arrangement

under Part 26 of the UK Companies Act 2006

1. Introduction

The Boards of ii and Share plc are pleased to announce that they have reached agreement on the terms of a recommended offer pursuant to which ii intends to acquire the entire issued and to be issued share capital of Share plc (the "Offer"). The Offer is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

The Offer consists of New ii Shares (representing 90 per cent. of the Offer value) and cash (representing 10 per cent. of the Offer value) (in each case prior to adjustments in respect of fractional entitlements).

2. The Offer

Under the terms of the Offer, each Share plc Shareholder will be entitled to receive:

for each Share plc Share: 4.1 pence in cash; and

0.0008355599837 New ii Shares

Based on the Agreed New ii Share Valuation (which implies a valuation for all of the currently issued ii Shares of £675 million), the Offer values each Share plc Share at 41 pence and the entire issued and to be issued share capital of Share plc at approximately £61.9 million on a fully diluted basis, and represents a premium of approximately:

o 41 per cent. to the Closing Price of 29.00 pence per Share plc Share on 14 February 2020, (being the last Business Day before the date of this Announcement); and

o 38 per cent. to the volume-weighted average price of 29.72 pence per Share plc Share for the 3 months ended 14 February 2020 (being the last Business Day before the date of this Announcement).

Based on information provided by Share plc as at the date of this Announcement and subject to the determination of fractional entitlements at the Scheme Record Time, the Offer is expected to result in Share plc Shareholders owning approximately 6.8 per cent. of the ii Shares in issue following completion of the Offer.

Fractions of entitlements to New ii Shares will be rounded down to the nearest whole number of New ii Shares and Share plc Shareholders will receive cash in respect of fractional entitlements to New ii Shares on the basis of the Agreed New ii Share Valuation, rounded down to the nearest penny, provided that the total amount of cash required to satisfy the cash consideration under the Offer (including under the proposals to be made to participants in the Share plc Share Schemes) and such fractional entitlements does not exceed £16.2 million.

In order to facilitate the cash settlement of fractional entitlements to the holders of underlying Share plc Shares, Share plc Shareholders who hold shares as nominees for multiple underlying holders will be permitted to notify Share plc's registrar of the holdings of their underling shareholders and receive settlement of the consideration on the basis of the fractional entitlements due to their underlying beneficial holders as at the Scheme Record Time. Further details will be set out in the Scheme Document.

However, if the total cash required to satisfy the cash consideration (including under the proposals to be made to participants in the Share plc Share Schemes) and the fractional entitlements to New ii Shares exceeds £16.2 million, ii may elect, at its sole discretion, to either (i) provide additional cash to settle in full such fractional entitlements; or (ii) scale back payments of cash in respect of the fractional entitlements to New ii Shares pro rata to the fractional entitlements and the remaining fractional entitlements to New ii Shares will be aggregated and issued to a nominee (the "Nominee"). The Nominee will hold the New ii Shares issued to satisfy such fractional entitlements to New ii Shares (the "Fractional Entitlement Shares") for the benefit of Share plc Shareholders entitled to the Fractional Entitlement Shares. Such Share plc Shareholders will be entitled to receive the proceeds of the sale of the Fractional Entitlement Shares when they are sold, which is expected to be in connection with any future sale or initial public offering of ii. In addition ii or its nominee will have the right, but not the obligation, to purchase the Fractional Entitlement Shares at the Agreed New ii Share Valuation for a period of 12 months from the Effective Date.

Further information on the New ii Shares is set out in paragraph 10 of this Announcement.

The key rights and restrictions attaching to the New ii Shares and risk factors relating to the New ii Shares are summarised in Appendix IV and Appendix V to this Announcement.

In accordance with Rule 24.11 of the Takeover Code, the Scheme Document will contain an estimate of the value of the New ii Shares by Rothschild & Co.

3. Background to and reasons for the Offer

ii believes that direct to consumer platforms require scale to sustain the level of profitability necessary for significant and ongoing technology investment in customer experience and services. Therefore, there is a strong strategic rationale for consolidation amongst compatible groups.

The ii Group and Share plc have common beliefs and values and ii strongly believes in both businesses' complementary strengths and in the strategic rationale for the Offer, which ii believes would benefit shareholders and customers of both the ii Group and Share plc. ii and Share plc believe that combination of the two businesses would create a group of greater scale and capability to grow and thrive and to best serve its customers in an increasingly technology-driven and competitive environment.

The Offer is intended to enable Share plc to become part of an organisation which, when combined with the ii Group, will have the scale to accelerate the delivery of a shared strategic vision, transforming the personal investor landscape.

ii and Share plc believe that the ii Group offers a high quality home for The Share Centre Limited's customers. The ii Group has an established track record of integrating complementary firms on-time with minimal customer impact and investing significantly in the resulting enlarged enterprise.

In order to realise certain synergy benefits of the Offer, ii intends to migrate The Share Centre Limited's customers to the ii Group's main trading company, Interactive Investor Services Limited. Following the transfer, The Share Centre Limited's customers will have access to a broader set of investment products at competitive price points in the direct to consumer market, market leading access to international markets and foreign exchange, and access to the ii Group's award-winning editorial content.

4. BRAND

In recognition of the strength of the Share plc brand, ii intends that 'Share' will become the senior brand for the combined business unless after professional review there are compelling marketing reasons to the contrary. This review, which will also take account of the value in the 'Interactive Investor' brand, will be led by external advisers to determine the optimal marketing strategy for the combined business. Gavin Oldham, Executive Chairman of Share plc, will be materially involved in the review. Until the conclusion of the review, and possibly afterwards, ii intends to maintain both brands.

5. Recommendation

The Share plc Directors, who have been so advised by Stephens as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Share plc Directors, Stephens has taken into account the commercial assessments of the Share plc Directors. Stephens is providing independent financial advice to the Share plc Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly the Share plc Directors intend to recommend unanimously that Share plc Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as the Share plc Directors have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate of 56,093,203 Share plc Shares, representing, in aggregate, approximately 39.0 per cent. of the issued ordinary share capital of Share plc on 14 February 2020 (being the last Business Day before the date of this Announcement).

6. Background to and reasons for the Share plc recommendation

The Share plc Directors have considered the Offer, and have concluded that it would be in the best interests of Share plc and Share plc Shareholders to combine Share plc's expertise and resources with a well-respected partner which shares its beliefs and values, and also has a vision and strategy to promote and broaden share ownership in the UK market. The Offer consists of New ii Shares (representing 90 per cent. of the Offer value) and cash (representing 10 per cent. of the Offer value) (in each case prior to adjustments in respect of fractional entitlements). The Share plc Directors have considered the prospects for Share plc both as a standalone business, and also on a basis where ii would be combined with Share plc, and believe that together the two businesses are likely to deliver greater value to Share plc Shareholders in the medium term than continuing as a standalone business.

Gavin Oldham and his family, who together own 68.9 per cent. of the issued share capital of Share plc (both directly and through family trusts), have each signed an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting. The other Share plc Directors, who together own 1.3 per cent. of the issued share capital of Share plc, have also signed irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting. Whilst the New ii Shares are unlisted and there is no guarantee of a liquid market for New ii Shares being created, the Share plc Directors believe that if ii continues to be successful, a number of options should be available to enable liquidity in the medium term.

Furthermore, the following two key aspects (which are to form an integral part of the combined business) have been important factors in the Share plc Board's decision to recommend the Offer:

First, guiding Share plc has been a vital set of values: respect for others, empowerment, enterprise, long-term stability and clarity. At the heart of these values is a central purpose: 'more people enjoying straightforward investing'. The fact that these are deeply embedded into the way Share plc works is the reason why its customer service is rated above all others; and the double meaning of our name, 'Share', combines the link to equity ownership with a real generosity of spirit. The Share plc Board believes that the ii Group shares its strategic vision and that the combination of Share plc and the ii Group will ensure that The Share Centre Limited's customers continue to receive leading standards of customer service, whilst allowing them to take advantage of greater investment opportunities by giving them access to a broader set of investment products.

Secondly, both Share plc and the ii Group's businesses apply fixed, as opposed to variable, fees. This ensures that respect for others is maintained for all customers, no matter what their level of investment or previous experience. In a fixed fee economic environment, revenue growth depends on volume; so the Enlarged Group's strategic aims and commercial logic are therefore well linked to Share plc's concept of 'more people enjoying straightforward investing'.

Share plc Shares will continue to be admitted to trading on AIM pending the Effective Date, which is expected to occur during Q3 2020. Any Share plc Shareholders who do not wish to receive the mix of unlisted New ii Shares and cash available pursuant to the terms of the Offer may offer their Share plc Shares for sale for cash in the market. Share plc currently offers commission free dealing in Share plc Shares for all customers of The Share Centre. Shareholders who are not customers of The Share Centre can contact Share plc to open an account via its website www.share.com and by telephoning 01296 414141.

7. Information on the ii Group

Information on the business of the ii Group

The ii Group is an award-winning online investment service that has been informing investors for more than 20 years and is the UK's second largest direct to consumer investment platform. The ii Group provides independent financial information as well as the content and tools investors need to make confident and informed investment decisions.

The ii Group currently has over £30 billion of assets under administration, over 300,000 customers and more than one million users.

The ii Group's core strategy and values are as follows:

Our Belief:

·; People need to save for their futures

·; People are increasingly accustomed to making financial decisions and transactions online

·; People expect a secure, cost-effective and easy to use investment service that gives them control of their financial future

Our Purpose:

To fight for our customers' financial independence by giving them the help they need to make better financial decisions with:

·; Better value: flat fee pricing

·; Better intelligence: impartial expert content from specialists and investment communities

·; Better choice: the broadest range of products

·; Better support: an award-winning service with the trusted tools to help customers invest with confidence

Our Focus:

·; To engage customers with investing from the novice to the sophisticated, helping them take control of their financial futures

In June 2019, the ii Group completed the acquisition of Alliance Trust Saving, reinforcing its position as a leading market challenger in the UK direct-to-consumer marketplace and supporting the ii Group's sustained investment in technology and talent.

The ii Group is based in Manchester and, with offices in Leeds and London, employs approximately 500 people.

Information on ii

ii is a company registered in Guernsey. ii was incorporated in 2016 in order to acquire the shares of Interactive Investor pursuant to a scheme of arrangement in connection with the financing of the acquisition of TD Wealth Holdings (UK) Limited and TD Bank International S.A.. ii is a holding company for Interactive Investor and the ii Group. Approximately 95 per cent. of the shares in Interactive Investor are owned by ii. The remaining shares in Interactive Investor are held pursuant to agreements that provide the minority shareholders of Interactive Investor with economic rights equivalent to those holding ii Shares. ii is majority owned by J.C. Flowers IV L.P. a fund advised by J.C. Flowers & Co. LLC.

The ii Board is comprised of a maximum of five directors:

·; two Guernsey residents;

·; two directors appointed by J.C. Flowers IV L.P. (save that (a) if J.C. Flowers IV L.P. ceases to hold at least 25 per cent. of the ii Shares in issue, only one J.C. Flowers IV L.P. director may remain appointed to the ii Board, or (b) if J.C. Flowers IV L.P. ceases to hold an indirect economic interest of at least 10 per cent. of the ordinary shares in the capital of Interactive Investor in issue, the J.C. Flowers IV L.P. appointed directors will be deemed to have resigned and J.C. Flowers IV L.P. shall not be entitled to appoint a director to the ii Board); and

·; one director appointed by the Minority Investors (save that if the Minority Investors cease to hold, in aggregate, an economic interest of at least 5 per cent. of the ordinary shares in the capital of Interactive Investor in issue, the Minority Investor director will be deemed to have resigned and the Minority Investors shall not be entitled to appoint a director to the ii board).

The current directors of ii are: Tim Hanford, Todd Freebern, Wouter Rosingh, Chris Sharman and Marie McNeela.

With the consent of J.C. Flowers IV L.P. and the board of directors of Interactive Investor, the size of the ii Board may be increased in excess of five directors.

The board of directors of Interactive Investor is comprised of a maximum of nine directors:

·; the CEO of Interactive Investor;

·; the CFO of Interactive Investor;

·; three non-executive directors;

·; one J.C. Flowers IV L.P. appointed director who shall be the chairman (save that if J.C. Flowers IV L.P. ceases to hold at least 25 per cent. of the ii Shares in issue, the J.C. Flowers IV L.P. director appointed to be chairman will be deemed to have resigned and J.C. Flowers IV L.P. shall not be entitled to appoint a director to be chairman to the Interactive Investor board);

·; the J.C. Flowers IV L.P. directors appointed to the ii Board (for so long as such directors continue to be appointed to the ii Board); and

·; the Minority Investor director appointed to the ii Board (for so long as such director continues to be appointed to the ii Board).

The current directors of Interactive Investor are: Hugo Van Vredenburch, John Baines, Barry Bicknell, Gail Bragg, Jonathan Cox, Tim Hanford, John McLaughlin, John Veichmanis and Richard Wilson.

With the consent of J.C. Flowers IV L.P. and the board of directors of Interactive Investor, the size of the Interactive Investor board of directors may be increased in excess of nine directors. Such consent has been obtained in connection with the appointment of Gavin Oldham to the board of Interactive Investor on completion of the Offer.

Information on J.C. Flowers & Co LLC

J.C. Flowers & Co LLC is a specialist in the acquisition of financial services firms. J.C. Flowers & Co. LLC was formed in 1998 by J. Christopher Flowers and is one of the larger private equity firms in the world focused solely on the financial services sector. The firm serves as investment adviser to a number of investment funds that currently have aggregate assets under management of approximately $5.4 billion, and have completed investments, including co-investment, in 56 portfolio companies in 18 countries across a range of industry subsectors, including banking, consumer lending, insurance and reinsurance, securities firms, specialty finance, services and asset management. J.C. Flowers & Co. LLC is registered with the U.S. Securities and Exchange Commission and its sub-adviser, J.C. Flowers & Co. UK LLP, is regulated by the FCA.

8. Information on the Share plc Group

Share plc was established in February 2000 as the parent company for a number of subsidiaries engaged in stockbroking activities. Share plc's principal operating business, The Share Centre Limited, began operations in April 1991 to provide self-select share services for personal investors and is the main revenue-producing entity of the Share plc Group. The Share Centre is one of the UK's leading independent retail stockbrokers and around 80 per cent. of its trading business is transacted online.

The Share Centre's main business is the provision and administration of execution-only trading accounts (referred to as Share Accounts), Individual Savings Accounts ("ISAs"), Self-invested Personal Pension Plans ("SIPPs"), Child Trust Fund accounts, Junior Individual Savings Accounts ("JISA"), Lifetime Individual Savings Accounts ("LISAs") Share Incentive Plans ("SIPs"), Investment Club Share Accounts and the administration of Enterprise Investment Scheme ("EIS") portfolios to private investors, both directly and through corporate customers, throughout the UK. In addition to custody and transaction services The Share Centre offers a content rich website and has a dedicated investment research team who provide customers with investment guidance through the website and other channels. The team also manages Share plc's three Funds of Funds which provide an easy entry point to the market for personal investors and form the core of Share plc's 'Ready-made' ISA and LISA offerings.

Share plc has grown successfully over the years and has been funded throughout from its own resources. Share plc's strategy has been to grow organically and through strategic partnerships and acquisitions, underpinned by a keen focus on putting the customer first and focusing on the core business. That growth has seen the business develop to now serve over 300,000 customer accounts with assets under administration of over £6 billion. In addition to providing its services directly to retail investors through its own well regarded brand and website, the business also serves customers through a number of corporate partnerships including Computershare, one of the UK's leading registrars.

Throughout its existence the Share plc business has sought to support personal investors regardless of their wealth or experience and has been a strong advocate of wider share ownership and of the rights and interests of personal investors. This included successfully leading the campaign to change the UK companies legislation to enfranchise personal share owners with nominee-based shareholdings as well as campaigning for improved financial awareness and successfully campaigning against the first draft of the Markets in Financial Instruments Directive which would have outlawed execution only investing for personal investors through platforms such as The Share Centre.

The growth and success of the business has been underpinned by a strong set of values; respect for others, enterprise, clarity, empowerment and responsibility, and long-term stability. These values drive the keen focus on the customer and Share plc has a proud track record of award-winning customer service. All of this has been delivered by a hard-working, skilled and knowledgeable staff based in Aylesbury, Buckinghamshire.

9. Irrevocable undertakings to vote in favour of the Offer

ii has received irrevocable undertakings from the Share plc Directors to vote (or to procure the vote) in favour of the Scheme at the Court Meeting and the resolutions proposed at the General Meeting (or, in the event that the Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of all of the Share plc Shares of which they are the beneficial holders or in which they are interested totalling 56,093,203 Share plc Shares, representing in aggregate approximately 39.0 per cent. of Share plc's issued share capital at close of business on 14 February 2020 (being the last Business Day prior to the date of this Announcement).

In addition, certain other members of Gavin Oldham's family and his and their related trusts have irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the resolutions proposed at the General Meeting (or, in the event that the Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of 44,757,915 Share plc Shares, representing in aggregate approximately 31.2 per cent. of Share plc's issued share capital at close of business on 14 February 2020 (being the last Business Day prior to the date of this Announcement).

In aggregate, ii has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions proposed at the General Meeting (or, in the event that the Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of 100,851,118 Share plc Shares, representing in aggregate approximately 70.2 per cent. of Share plc's issued share capital at close of business on 14 February 2020 (being the last Business Day prior to the date of this Announcement).

These irrevocable undertakings remain binding if a competing offer for Share plc is made but will cease to be binding on the date on which the Offer is withdrawn or lapses in accordance with its terms.

Further details of these irrevocable undertakings are set out in Appendix III to this Announcement.

10. New ii Shares, Fractional Entitlements, Adherence to the Shareholders' Agreement and the Discount Notes

The New ii Shares will be unlisted securities. There is no expectation that they will be listed or admitted to trading on any stock exchange or market for the trading of securities for at least the next 12 months. ii has no other shares admitted to listing or trading on any stock exchange. The ii Articles contain restrictions on the transfer of ii Shares. Although ii will seek to facilitate transactions between ii Shareholders where possible and appropriate, ii Shares will not be liquid and, accordingly, ii Shareholders may not be able to realise their investment in ii.

The New ii Shares will be issued credited as fully paid and will rank pari passu in all respects with the ii A ordinary shares in issue at the time the New ii Shares are issued, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date falling after the date on which the Scheme becomes Effective.

Fractions of entitlements to New ii Shares will be rounded down to the nearest whole number of New ii Shares and Share plc Shareholders will receive cash in respect of fractional entitlements to New ii Shares on the basis of the Agreed New ii Share Valuation, rounded down to the nearest penny, provided that the total amount of cash required to satisfy the cash consideration under the Offer (including under the proposals to be made to participants in the Share plc Share Schemes) and such fractional entitlements does not exceed £16.2 million.

In order to facilitate the cash settlement of fractional entitlements to the holders of underlying Share plc Shares, Share plc Shareholders who hold shares as nominees for multiple underlying holders will be permitted to notify Share plc's registrar of the holdings of their underling shareholders and receive settlement of the consideration on the basis of the fractional entitlements due to their underlying beneficial holders as at the Scheme Record Time. Further details will be set out in the Scheme Document.

However, if the total cash required to satisfy the cash consideration (including under the proposals to be made to participants in the Share plc Share Schemes) and the fractional entitlements to New ii Shares exceeds £16.2 million, ii may elect, at its sole discretion, to either (i) provide additional cash to settle in full such fractional entitlements; or (ii) scale back payments of cash in respect of the fractional entitlements to New ii Shares pro rata to the fractional entitlements and the remaining fractional entitlements to New ii Shares will be aggregated and issued to the Nominee. The Nominee will hold the New ii Shares issued to satisfy the Fractional Entitlement Shares for the benefit of Share plc Shareholders entitled to the Fractional Entitlement Shares. Such Share plc Shareholders will be entitled to receive the proceeds of the sale of the Fractional Entitlement Shares when they are sold, which is expected to be in connection with any future sale or initial public offering of ii. In addition ii or its nominee will have the right, but not the obligation, to purchase the Fractional Entitlement Shares at the Agreed New ii Share Valuation for a period of 12 months from the Effective Date.

Adherence to Shareholders' Agreement

Any Share plc Shareholder who, following the Effective Date, owns more than 2 per cent. of the enlarged issued share capital of ii will be required to adhere to the Shareholders' Agreement. As a term of the Scheme, Share plc Shareholders will grant a power of attorney entitling such attorney to enter into a deed of adherence to the Shareholders' Agreement on behalf of any Share plc Shareholder who owns more than 2 per cent. of the enlarged issued share capital of ii following the Effective Date. Upon entry into such deed of adherence, the Shareholders' Agreement will become binding on those Share plc Shareholders.

Discount Notes

Pursuant to a discount note instrument dated 2 June 2017, ii has issued secured discount notes with a principal value of £44,921,482 due 2021. The Discount Notes are secured over the share capital of ii.

Further information on the New ii Shares, the Shareholders' Agreement and the Discount Notes

Further information on the rights and restrictions attaching to the New ii Shares, the key terms of the Shareholders' Agreement and the terms of the Discount Notes is set out in Appendix IV to this Announcement. Certain risk factors relating to the New ii Shares are summarised in Appendix V to this Announcement. Further details will be set out in the Scheme Document.

MIP Shares

Members of the management of the ii Group have been issued B Ordinary Shares and C Ordinary Shares which entitle them to certain payments if any dividend, distribution, return of capital or exit event occurs, and certain financial thresholds are met for the holders of ii Shares. If any such payments are made under the terms of the B Ordinary Shares and/or the C Ordinary Shares, which would be the case at an exit event for ii, the interests of holders of ii Shares will effectively be diluted. At an exit event, the share of exit proceeds allocated to the B Ordinary Shares and C Ordinary Shares (which will be determined by applying the formulas set out in Appendix IV) could be up to a maximum of 18% of the total proceeds.

Further details of the B Ordinary Shares and C Ordinary Shares are set out in Appendix IV.

Securities law restrictions

The New ii Shares will not be offered, sold or delivered, directly or indirectly, in or into any Restricted Jurisdiction.

The New ii Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state in the United States. The New ii Shares will not be made available to Scheme Shareholders who are located or resident in any Restricted Jurisdiction. Accordingly, persons located or resident in any Restricted Jurisdiction will receive cash, and there will be no issuance of New ii Shares to such Scheme Shareholders.

11. Management, employees, locations AND business

The strategy of the combined business will continue to be to foster growth in individual share ownership and personal investment, building on Share plc's mission of "more people enjoying straightforward investing" and the ii Group's mission to deliver "better choice, better value and better intelligence" to its customers. This mission is supported by the ii Group's existing subscription charging structure and efficient, technology driven operations.

It is ii's intention to conduct a review of Share plc's partnerships and certificated trading businesses following the Effective Date to determine the appropriate strategy for the combined group in relation to these activities.

Gavin Oldham, the Executive Chairman of Share plc will join the board of Interactive Investor following completion of the Offer. ii expects that each of the non-executive directors of Share plc will cease to be directors of Share plc on or shortly following the Effective Date. ii has not entered into, and has not had discussions on, any form of incentivisation arrangements with Gavin Oldham or any other members of Share plc's management team.

ii recognises the important contribution that the employees of Share plc make to the success of the business. ii intends, following completion of the Offer, to review how best to implement the integration of the ii Group and Share plc businesses. ii intends that the Aylesbury office of Share plc will remain open for at least 12 months following completion of the Offer. During this 12 month period, ii expects that the integration of the ii Group and Share plc businesses will commence, and the majority of headcount reductions will take place in this period. Ultimately the Aylesbury operations of Share plc will close or be relocated. No detailed planning has taken place with respect to employees. In such circumstances, as a growing business, ii expects to be able to offer employment opportunities to Share plc staff with appropriate skills who are willing to relocate to the ii Group's offices in Manchester, Leeds or London. Share plc currently has approximately 254 employees in Aylesbury.

ii confirms that, following the implementation of the Offer, the existing contractual and statutory employment rights, including in relation to pensions, of all Share plc Group employees will be honoured and ii does not intend to make any material change to the terms of employment of Share plc Group employees. It is expected that the intention relating to Share plc's Aylesbury office described above will result in a change in the balance of skills and functions of the employees and management of Share plc Group.

Based on the information provided to ii at the time of this Announcement, ii does not intend to make any changes with regard to the agreed employer contributions to Share plc's existing defined contribution pension schemes. Share plc does not participate in any defined benefit pension scheme.

Owing to the nature of its business, Share plc has no research and development function. There is also no intention to redeploy Share plc's fixed assets.

12. Share plc Share Schemes

The Offer will extend to any Share plc Shares which are unconditionally allotted or issued before the Scheme Record Time, including those allotted or issued as a result of the exercise of options or vesting of awards under the Share plc Share Schemes. Participants in the Share plc Share Schemes will be contacted regarding the effect of the Offer on their rights under these plans and provided with further details concerning the proposals which will be made to them in due course. Details of the proposals will be set out in the Scheme Document and in separate letters to be sent to participants in the Share plc Share Schemes.

The Scheme will not extend to Share plc Shares issued after the Scheme Record Time. However, it is proposed to amend Share plc's articles of association at the General Meeting to provide that, if the Scheme becomes effective, any Share plc Shares issued to any person after the Scheme Record Time (including in satisfaction of an option exercised under one of the Share plc Share Schemes) will be automatically transferred to ii in consideration for the payment by ii to such persons of 41 pence in cash per Share plc Share.

13. Structure of and conditions to the Offer

It is intended that the Offer will be implemented by means of a court-sanctioned scheme of arrangement of Share plc under Part 26 of the Companies Act.

The purpose of the Scheme is to provide for ii to become the owner of the entire issued and to be issued share capital of Share plc. In order to achieve this, the Scheme Shares will be transferred to ii under the Scheme. In consideration for this transfer, the Scheme Shareholders will receive cash and New ii Shares on the basis set out in paragraph 2 of this Announcement. The transfer to ii of the Scheme Shares will result in Share plc becoming a wholly owned subsidiary of ii.

The Scheme requires the approval of Scheme Shareholders by the passing of a resolution at the Court Meeting. This resolution must be approved by a majority in number of the holders of Scheme Shares present and voting, either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such holders. In addition, special resolutions to deal with certain ancillary matters must be passed at the General Meeting to be held immediately after the Court Meeting.

The Scheme must also be sanctioned by the Court. Any Scheme Shareholder is entitled to attend the Scheme Court Hearing in person or through counsel to support or oppose the sanctioning of the Scheme. The Scheme will only become Effective upon delivery to the Registrar of Companies of a copy of the Court Order.

The Scheme is also subject to certain Conditions and certain further terms referred to in Appendix I to this Announcement and to be set out in the Scheme Document. The Conditions in Appendix I provide that the Offer is conditional on, amongst other things:

(a) the approval of the Scheme by a majority in number of Share plc Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Share plc Shares voted;

(b) the approval by Share plc Shareholders of all resolutions required to approve and implement the Scheme, by the requisite majority at the General Meeting;

(c) the FCA approving the change of control over The Share Centre Limited which would take place as a result of the Offer;

(d) the sanction of the Scheme by the Court; and

(e) the satisfaction or (where applicable) waiver of the other Conditions listed in Appendix I to this Announcement.

The Scheme shall lapse if:

·; the Court Meeting and the General Meeting are not held on or before the 22nd day after the expected date of such Court Meeting and General Meeting to be set out in the Scheme Document in due course (or such later date (if any) as may be agreed by ii and Share plc and, if required, the Court may allow);

·; the Scheme Court Hearing is not held 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 (if any) as may be agreed by ii and Share plc and, if required, the Court may allow); or

·; the Scheme does not become Effective by the Long Stop Date,

provided, however, that the deadlines for the timing of the Court Meeting, the General Meeting and the Scheme Court Hearing as set out above may be waived by ii, and the deadline for the Scheme to become Effective may be extended by agreement between ii and Share plc and as the Panel and (if required) the Court may allow.

Once the Scheme becomes Effective, it will be binding on all Scheme Shareholders, whether or not they voted at the Court Meeting and the General Meeting and, if they did vote, whether or not they voted in favour of or against the resolutions proposed at the Court Meeting or the General Meeting.

The terms of the Scheme will provide that the Scheme Shares will be acquired under the Scheme fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights attaching thereto, including the right to receive and retain all dividends and other distributions and returns of value declared, paid or made after the Effective Date.

14. Cancellation of Share plc Shares from admission to trading on AIM and re-registration as a private company

It is intended that the last day of dealings in, and for registration of transfers of, Share plc Shares (other than the registration of the transfer of the Scheme Shares to ii pursuant to the Scheme) will be the last Business Day prior to the Effective Date, following which all Share plc's Shares will be suspended from trading on AIM and disabled in CREST.

After the Scheme Record Time and before the Scheme becomes effective, entitlements to Share plc Shares in CREST will be cancelled and such entitlements rematerialised. On the Effective Date, all share certificates in respect of Share plc Shares will cease to be valid and should be destroyed.

In accordance with Rule 41 of the AIM Rules, the Company will notify the London Stock Exchange in due course of the date of the proposed cancellation of Share plc's Shares from admission to trading on AIM. It is expected that such cancellation of admission to trading would take effect on the Business Day after the Effective Date.

ii intends to re-register Share plc as a private company as soon as it is appropriate to do so under the provisions of the Companies Act.

15. Settlement of New ii Shares

Once the Scheme has become Effective, New ii Shares will be allotted to former Share plc Shareholders.

Further details on dealing and settlement will be included in the Scheme Document.

16. Current Trading

Current trading for Share plc continues in line with statements made in the announcement on 8 August 2019.

17. Offer-related arrangements

Confidentiality Agreement

Interactive Investor and Share plc entered into a confidentiality and standstill agreement on 9 August 2019 (the "Confidentiality Agreement") pursuant to which each of Interactive Investor and Share plc has undertaken to keep confidential information relating to the other party, not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation and only use it in connection with the Offer. These confidentiality obligations will remain in force until completion of the Offer or, in the event of termination of the Offer, for a period of two years from the date of the Confidentiality Agreement. Interactive Investor also agreed to certain standstill undertakings for 12 months from the date of the Confidentiality Agreement.

The Confidentiality Agreement also contains undertakings from both Interactive Investor and Share plc that, for a period of two years from the date of the Confidentiality Agreement, neither Interactive Investor nor Share plc will, directly or indirectly, solicit, endeavour to entice away, employ or offer to employ any person who is, at any time during the negotiation of the Offer, employed by any member of the other party's group, and is a person who has participated in the discussions relating to the Offer or is a member of the other party's management team.

18. Financing of the Offer

The cash consideration will be financed by the existing cash resources of the ii Group.

Rothschild & Co is satisfied that sufficient resources are available to ii to satisfy in full the cash consideration payable to Share plc Shareholders under the Offer.

19. ii dividend policy

The ii Board intends to ensure ii operates with an efficient capital structure. The ii Board envisages that excess capital not required for regulatory or operational purposes, or to fund growth initiatives, would be returned by way of dividend following the redemption of the outstanding Discount Notes.

Further details of ii's dividend policy are set out in Appendix IV.

20. Overseas shareholders

The availability of the New ii Shares under the terms of the Offer to persons not resident in the United Kingdom may be affected by the laws and regulations of the relevant jurisdiction. Such persons should inform themselves about and observe any applicable requirements. Further details in relation to overseas shareholders will be contained in the Scheme Document.

This Announcement does not constitute an offer or invitation to purchase any securities.

21. Disclosure of interests in Share plc Shares

Save in respect of the irrevocable undertakings referred to in paragraph 9 above, as at the close of business on 14 February 2020 (being the last Business Day prior to the date of this Announcement), neither ii, nor any of its directors, nor, so far as ii is aware, any person acting in concert (within the meaning of the Takeover Code) with it has: (i) any interest in or right to subscribe for any relevant securities in Share plc; (ii) any short positions in respect of relevant Share plc Shares (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; (iii) 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 Share plc Shares or in relation to any securities convertible or exchangeable into Share plc Shares; nor (iv) borrowed or lent any relevant Share plc Shares (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 had been either on-lent or sold.

'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.

It has not been possible for ii to make enquiries of all of its concert parties in advance of the release of this Announcement. Therefore, if ii becomes aware, following the making of such enquiries, that any of its concert parties have any such interests in relevant securities of Share plc, all relevant details in respect of ii's concert parties will be included in ii's Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code.

22. Expected timetable

Further details of the Scheme will be contained in the Scheme Document which will be sent to Share plc Shareholders as soon as practicable and in any event within 28 days of this Announcement unless otherwise agreed with the Panel and the Court Meeting and the General Meeting are expected to be held shortly thereafter.

Further details on the timetable for implementation of the Scheme will be set out in the Scheme Document, which will also include the notices of the Court Meeting and the General Meeting and specify the necessary actions to be taken by Share plc Shareholders.

Subject to satisfaction or (where applicable) waiver of the relevant Conditions as set out in Appendix I to this Announcement, the Scheme is expected to become Effective during Q3 2020.

23. Documents available on website

Copies of the following documents will shortly be available at ii.co.uk/share until the Scheme has become Effective or has lapsed or been withdrawn:

(i) this Announcement;

(ii) the irrevocable undertakings referred to in paragraph 9 above and summarised in Appendix III;

(iii) the Confidentiality Agreement described in paragraph 17 above; and

(iv) the consent letters from each of Rothschild & Co, Stephens and Cenkos referred to in paragraph 25 below.

24. Dividends

If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by Share plc in respect of a Share plc Share on or after the date of this Announcement and prior to the Scheme becoming Effective, ii will have the right to reduce the value of the consideration payable for each Share plc Share by up to the amount per Share plc Share of such dividend, distribution or return of value except where the Share plc Share is or will be acquired pursuant to the Scheme on a basis which entitles ii to receive the dividend, distribution or return of value and to retain it.

If any such dividend, distribution or return of value is paid or made after the date of this Announcement and ii exercises its rights described above, any reference in this Announcement to the consideration payable under the Scheme shall be deemed to be a reference to the consideration as so reduced. Any exercise by ii 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.

25. General

ii reserves the right, subject to the prior consent of the Panel, to elect to implement the acquisition of the Share plc Shares by way of a Takeover Offer. In such event, such Takeover Offer will be implemented on the same terms (subject to appropriate amendments as described in Part 2 of Appendix I), so far as applicable, as those which would apply to the Scheme. Furthermore, if such offer is made and sufficient acceptances of such offer are received, when aggregated with Share plc Shares otherwise acquired by ii, it is the intention of ii to apply the provisions of section 979 of the Companies Act to acquire compulsorily any outstanding Share plc Shares to which such offer relates.

The Offer will be made subject to the Conditions and on the terms contained in Appendix I to this Announcement and on the further terms and Conditions to be set out in the Scheme Document. The Scheme will be governed by English law and subject to the applicable rules and regulations of the London Stock Exchange, the Panel and the FCA.

The Share plc Shares acquired under the Offer will be acquired fully paid and free from all liens, charges, equitable interests, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature whatsoever 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.

Rothschild & Co, Stephens and Cenkos have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

The Conditions and certain further terms of the Offer are set out in Appendix I to this Announcement. Appendix II contains bases and sources of certain information contained within this Announcement. Appendix III contains details of the irrevocable undertakings given to ii. Appendix IV contains details of the New ii Shares. Appendix V contains risk factors relating to the New ii Shares. Appendix VI contains the definitions of certain terms used in this Announcement.

Enquiries:

Herbert Smith Freehills LLP and Taylor Wessing LLP are acting as legal advisers to ii. Dechert LLP is acting as legal adviser to Share plc.

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 will be implemented solely pursuant to the terms of the Scheme Document (or in the event that the Offer is to be implemented by means of a Takeover Offer, the offer document). Any vote in respect of the Offer should only be made on the basis of the information contained in the Scheme Document, which will contain the full terms and conditions of the Offer (including details of how to vote). Share plc Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been dispatched.

Please be aware that addresses, electronic addresses and certain other information provided by Share plc Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Share plc may be provided to ii during the offer period as required under Section 4 of Appendix 4 of the Takeover Code.

Overseas jurisdictions

The availability of the New ii Shares in, and the release, publication or distribution of this Announcement in or into, jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this Announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Share plc Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Announcement has been prepared for the purposes of complying with English law and the Takeover Code and the 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 the United Kingdom.

Notes to US investors in Share plc

Shareholders in the United States should note that the Offer 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, English law. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Scheme. Moreover the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in this Announcement and the Scheme Document has been or will be prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Share plc is organised under the laws of England and ii is organised under the laws of Guernsey. All or some of the officers and directors of Share plc and ii are residents of countries other than the United States. It may not be possible to sue Share plc and ii in a non-US court for violations of US securities laws. It may be difficult to compel Share plc, ii and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, ii or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase Share plc Shares outside of the United States, other than pursuant to the Offer, until the date on which the Offer becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

Notes regarding New ii Shares

The New ii Shares to be issued pursuant to the Scheme have not been and will not be registered under the US Securities Act of 1933 (as amended) or under the relevant securities laws of any state or territory or other jurisdiction of the United States or the relevant securities laws of Japan and the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada. No prospectus in relation to the New ii Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission. Accordingly, the New ii Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of relevant laws of, or require registration thereof in, such jurisdiction (except pursuant to an exemption, if available, from any applicable registration requirements or otherwise in compliance with all applicable laws).

It is expected that the New ii Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act of 1933 (as amended) provided by Section 3(a)(10) thereof.

Disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 1 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(s), 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 pm (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.

No Profit Forecasts or Estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Share plc or for ii for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Share plc or ii respectively.

Forward-looking statements

This Announcement contains certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of ii and Share plc. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often 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. These statements are based on assumptions and assessments made by ii, and/or Share plc, 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. 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 undue reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither ii nor Share plc assumes any obligation to update nor correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

THERE ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN 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 GLOBAL, POLITICAL, ECONOMIC, BUSINESS, COMPETITIVE, MARKET AND REGULATORY FORCES, FUTURE EXCHANGE AND INTEREST RATES, CHANGES IN TAX RATES AND FUTURE BUSINESS COMBINATIONS OR DISPOSITIONS.

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.

If you have received this Announcement in electronic form or by it being published on ii's website, you can obtain a hard copy of the document by contracting Share plc at Oxford House, Oxford Road, Aylesbury, Buckinghamshire, HP21 8SZ or by telephoning 01296 414141 or by emailing agm@share.co.uk. You will not receive a hard copy of this Announcement unless you so request. You may also inform Share plc that you wish all future documents, announcements and information in relation to the Offer be sent to you in hard copy.

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 the figures that precede them.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, Share plc confirms that as at the date of this Announcement, it has in issue and admitted to trading on AIM 143,652,334 ordinary shares of 0.5 pence each. The International Securities Identification Number (ISIN) of the ordinary shares is GB0001977866. Share plc holds no ordinary shares in treasury.

In accordance with Rule 2.9 of the Takeover Code, ii confirms that as at the date of this Announcement, it has in issue 1,528,450 A ordinary shares of £0.0001 each, 52,500 B1 ordinary shares of £0.0001 each, 15,200 B2 ordinary shares of £0.10 each, 10,000 B3 ordinary shares of £0.10 each, 6,550 C1 ordinary shares of £0.0001 each and 1 D ordinary share of £0.0001.

Appendix I CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

Part 1 Conditions of the Offer

1. The Offer will be conditional upon:

(a) the Court Meeting and General Meeting being held on or before the 22nd day after the expected date of the meetings to be set out in the Scheme Circular in due course or such later date (if any) as ii and Share plc may agree;

(b) the Scheme Court Hearing being held on or before the 22nd day after the expected date of the hearing date to be set out in the Scheme Circular in due course, or such later date (if any) as ii and Share plc may agree; and

(c) the Scheme becoming unconditional and becoming Effective by no later than the Long Stop Date or such later date (if any) as ii and Share plc may agree and as the Panel and (if required) the Court may allow. 

2. The Scheme will be conditional on:

(a) its approval by a majority in number of the holders of Share plc Shares present, entitled to vote and voting at the Court Meeting, or at any adjournment thereof, either in person or by proxy, representing not less than 75 per cent. in value of the Share plc Shares held by such holders;

(b) all resolutions required to approve and implement the Scheme (including, without limitation, to amend Share plc's articles of association) being duly passed by the requisite majority of the Share plc Shareholders at the General Meeting, or at any adjournment thereof;

(c) the sanction of the Scheme by the Court (with or without modifications, on terms reasonably acceptable to Share plc and ii); and

(d) an office copy of the Court Order being delivered for registration to the Registrar of Companies.

3. The Offer is also conditional on the following conditions having been satisfied or, where applicable, waived and accordingly the necessary actions to make the Scheme Effective will not be taken unless such conditions have been so satisfied or waived:

(a) insofar as the Offer constitutes a relevant merger situation for the purpose of the Enterprise Act 2002, the CMA issuing a decision in terms satisfactory to ii that it is not the CMA's intention to make a Phase 2 CMA Reference, such decision being either unconditional or conditional on the CMA's acceptance of undertakings in lieu under Section 73 Enterprise Act 2002 which are satisfactory to ii (or the applicable time period for the CMA to issue either decision having expired without it having done so and without it having made a Phase 2 CMA Reference);

(b) in respect of ii and each other person required to give a notice under section 178 of FSMA in connection with the Offer, the appropriate regulator(s) (as defined under section 178(2A) of FSMA) of each UK authorised person (as defined under section 191G of FSMA) over which the Offer contemplates an acquisition of or increase in control: (i) giving notice for the purposes of section 189(4)(a) of FSMA that it has determined to approve such acquisition of or increase in control, which (if given on any terms which may reasonably be expected to have an adverse impact on the ii Group, the Share plc Group or the Enlarged Group) is on terms satisfactory to ii; or (ii) being treated, by virtue of section 189(6) of FSMA, as having approved such acquisition of or increase in control, where references to FSMA are read, where applicable, with the Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009 (SI 2009/774) (as amended from time to time);

(c) no government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body, authority, court, trade agency, association, institution, environmental body, Merger Control Authority or any other person or body in any jurisdiction (each a "Relevant Authority") having decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation, enquiry or reference, or made, proposed or enacted any statute, regulation, order or decision or taken any other steps and there not continuing to be outstanding any statute, regulation, order or decision, which would or might:

(i) make the Offer or the acquisition of any Share plc Shares, or control of Share plc by ii void, illegal or unenforceable or otherwise restrict, restrain, prohibit, delay or interfere with the implementation thereof, or impose additional conditions or obligations with respect thereto, or require material amendment thereof or otherwise challenge or interfere therewith;

(ii) require or prevent the divestiture by any member of the Share plc Group or any company of which 20 per cent. or more of the voting capital is held by any member of the Share plc Group or any partnership, joint venture, firm or company in which any member of the Share plc Group may be interested (the "wider Share plc Group") or by any member of the ii Group or any associated undertaking or any company of which 20 per cent. or more of the voting capital is held by the ii Group or any partnership, joint venture, firm or company in which any member of the ii Group may be interested (the "wider ii 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 own any of their assets or property;

(iii) impose any limitation on or result in a delay in the ability of any member of the wider Share plc Group or the wider ii Group to acquire or to hold or to exercise effectively any rights of ownership of shares or loans or securities convertible into shares in any member of the wider Share plc Group or of the wider ii Group held or owned by it or to exercise management control over any member of the wider Share plc Group or of the wider ii Group;

(iv) require any member of the wider ii Group or the wider Share plc Group to acquire or offer to acquire any shares or other securities in any member of the wider Share plc Group; or

(v) otherwise materially and adversely affect the assets, business, profits or prospects of any member of the wider ii Group or of any member of the wider Share plc Group;

and all applicable waiting and other time periods during which any such Relevant Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference having expired, lapsed or been terminated;

(d) all necessary notifications and filings having been made, all applicable waiting periods (including any extensions thereof) under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated, in each case in respect of the Offer and the acquisition of any Share plc Shares, or of control of Share plc, by ii, and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals ("Authorisations") necessary in any jurisdiction for, or in respect of, the Offer and the proposed acquisition of any Share plc Shares, or of control of Share plc, by ii and to carry on the business of any member of the wider ii Group or of the wider Share plc Group having been obtained, in terms and in a form reasonably satisfactory to ii, from all appropriate Relevant Authorities and from any persons or bodies with whom any member of the wider ii Group or the wider Share plc Group has entered into contractual arrangements and all such Authorisations remaining in full force and effect at the time at which the Offer becomes Effective and ii having no knowledge of an intention or proposal to revoke, suspend or modify or not to renew any of the same and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

(e) except as publicly announced by Share plc prior to the date hereof (by the delivery of an announcement to a Regulatory Information Service), there being no provision of any arrangement, agreement, licence, permit or other instrument to which any member of the wider Share plc Group is a party or by or to which any such member or any of their assets is or may be bound, entitled or be subject to and which, in consequence of the Offer or the acquisition or proposed acquisition of any Share plc Shares, or control of Share plc, by ii or otherwise, would or might reasonably be expected to, result in (in each case to an extent which is material in the context of the wider Share plc Group taken as a whole, or in the context of the Offer):

(i) any monies borrowed by, or other indebtedness actual or contingent of, any such member of the wider Share plc Group being or becoming repayable or being capable of being declared immediately or prior to its or their stated maturity or the ability of any such member to borrow monies or incur any indebtedness being inhibited or becoming capable of being withdrawn;

(ii) other than in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member or any such security (whenever arising or having arisen) being enforced or becoming enforceable;

(iii) any such arrangement, agreement, licence or instrument being terminated or adversely modified or any action being taken of an adverse nature or any obligation or liability arising thereunder;

(iv) any assets of any such member being disposed of or charged, or right arising under which any such asset could be required to be disposed of or charged, other than in the ordinary course of business;

(v) the interest or business of any such member of the wider Share plc Group in or with any firm or body or person, or any agreements or arrangements relating to such interest or business, being terminated or adversely modified or affected;

(vi) any such member ceasing to be able to carry on business under any name under which it presently does so; or

(vii) the creation of liabilities (actual or contingent) by any such member other than trade creditors or other liabilities incurred in the ordinary course of business;

and no event having occurred which, under any provision of any arrangement, agreement, licence or other instrument to which any member of the wider Share plc Group is a party, or to which any such member or any of its assets may be bound, entitled or subject, could result in any of the events or circumstances as are referred to in this paragraph (e) in each case to the extent material in the context of the wider Share plc Group taken as a whole;

(f) except as Disclosed, no member of the wider Share plc Group having, since 31 December 2018:

(i) issued, agreed to issue or proposed the issue of additional shares or securities of any class, or securities convertible into, or exchangeable for or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities (save as between Share plc and wholly-owned subsidiaries of Share plc and save for options granted, and for any Share plc Shares allotted upon exercise of options granted under the Share plc Share Schemes before the date hereof), or redeemed, purchased or reduced any part of its share capital;

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution other than to Share plc or a wholly-owned subsidiary of Share plc;

(iii) agreed, authorised, proposed or announced its intention to propose any merger or demerger or acquisition or disposal of assets or shares (other than in the ordinary course of trading) or to any material change in its share or loan capital;

(iv) issued, authorised or proposed the issue of any debentures or incurred any indebtedness or contingent liability;

(v) acquired or disposed of or transferred, mortgaged or encumbered any asset or any right, title or interest in any asset (other than in the ordinary course of trading);

(vi) entered into or varied or announced its intention to enter into or vary any contract, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long-term or unusual nature or involves or could involve an obligation of a nature or magnitude material in the context of the wider Share plc Group or in the context of the Offer (other than in the ordinary course of trading);

(vii) entered into or proposed or announced its intention to enter into any reconstruction, amalgamation, transaction or arrangement (otherwise than in the ordinary course of business);

(viii) taken any action nor having had any steps taken or legal proceedings started or threatened against it for its winding-up or dissolution or for it to enter into any arrangement or composition for the benefit of its creditors, or for the appointment of a receiver, administrator, trustee or similar officer if it or any of its assets (or any analogous proceedings or appointment in any overseas jurisdiction);

(ix) been unable, or admitted in writing that it is unable, to pay its debts 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;

(x) entered into or varied or made any offer to enter into or vary the terms of any service agreement or arrangement with any of the directors of Share plc;

(xi) waived, compromised or settled any claim which is material in the context of the wider Share plc Group; or

(xii) entered into or made an offer (which remains open for acceptance) to enter into any agreement, arrangement or commitment or passed any resolution with respect to any of the transactions or events referred to in this paragraph (f);

(g) since 31 December 2018, except as Disclosed:

(i) there having been no adverse change in the business, assets, financial or trading position or profits or prospects of any member of the wider Share plc Group, which, in any such case, is material in the context of the wider Share plc Group taken as a whole or in the context of the Offer; and

(ii) (other than as a result of or in connection with the Offer), no litigation, arbitration proceedings, prosecution or other legal proceedings having been instituted, announced or threatened by or against or remaining outstanding against any member of the wider Share plc Group and no enquiry or investigation by or complaint or reference to any Relevant Authority against or in respect of any member of the wider Share plc Group having been threatened, announced or instituted or remaining outstanding which, in each case, is or might reasonably be expected to be material in the context of the wider Share plc Group as a whole or in the context of the Offer;

(h) ii not having discovered that, save as Disclosed:

(i) the financial, business or other information concerning the wider Share plc Group which has been disclosed at any time by or on behalf of any member of the wider Share plc Group whether publicly (by the delivery of an announcement to a Regulatory Information Service) or to ii either contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading, in any such case to an extent which is material in the context of the wider Share plc Group or in the context of the Offer; or

(ii) any member of the wider Share plc Group is subject to any material liability, contingent or otherwise, which is not disclosed in the annual report and accounts of Share plc for the financial year ended 31 December 2018 or in the interim report for the six months to 30 June 2019 and which is material in the context of the wider Share plc Group as a whole or in the context of the Offer;

(iii) any past or present member, director, officer or employee of the wider Share plc Group or any person that performs or has performed services for or on behalf of the wider Share plc Group is engaging in or has at any time during the course of such person's employment with, or performance of services for or on behalf of, the wider Share plc Group engaged in an activity, practice or conduct which would constitute an offence under the UK Bribery Act 2010, the US Foreign Practices Act of 1977 or any other applicable anti-corruption legislation or regulation;

(iv) any past or present member, director, officer or employee of the wider Share plc Group or any person that performs or has performed services for or on behalf of the wider Share plc Group is engaging in or has at any time engaged in any act of bribery or has paid or agreed to pay any bribe including any "inducement fee" given or agreed to give any similar gift or benefit or paid or agreed to pay to a concealed bank account or fund to or for the account of, any customer, supplier, governmental official or employee, representative of a political party, or other person for the purpose of obtaining or retaining business or otherwise engaged in any activity, done such things (or omitted to do such things) in contravention of the UK Bribery Act 2010, the US Foreign Corrupt Practices Act 1977, as amended, or any other anti-corruption legislation applicable to the wider Share plc Group, in each case which is material in the context of the wider Share plc Group;

(v) any material asset of any member of the wider Share plc Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(vi) any past or present member, director, officer or employee of the Share plc Group has engaged in any business with, made any investments in, or made any funds or assets available to or received any funds or asset from: (a) 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 Revenue & Customs or (b) any government, entity or individual named by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states in each case which is material in the context of the wider Share plc Group or in the context of the Offer;

(vii) any member of the Share plc Group being engaged in any transaction which would cause ii to be in breach of any applicable law or regulation upon its acquisition of Share plc, including the economic sanctions of the United States Office of Foreign Assets Control, or HM Revenue & Customs, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states;

(viii) any past or present member of the wider Share plc Group has not complied with all applicable legislation or regulations of any jurisdiction or any notice or requirement of any Relevant Authority with regard to the storage, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health which non-compliance would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the wider Share plc Group;

(ix) there has been a disposal, spillage, emission, discharge or leak of waste or hazardous substance or any substance likely to impair the environment or harm human health on, or from, any land or other asset now or previously owned, occupied or made use of by any past or present member of the wider Share plc Group, or in which any such member may now or previously have had an interest, which would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the wider Share plc Group;

(x) there is or is likely to be any obligation or liability (whether actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the wider Share plc Group or in which any such member may now or previously have had an interest under any environmental legislation or regulation or notice, circular or order of any Relevant Authority in any jurisdiction; or

(xi) circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture, or materials used therein, now or previously manufactured, sold or carried out by any past or present member of the wider Share plc Group which claim or claims would be likely to affect adversely any member of the wider Share plc Group.

Conditions 3(a) to (h) inclusive must be fulfilled, be determined by ii to be or remain satisfied or (if capable of waiver) be waived by ii by 11.59 p.m. on the date immediately preceding the Scheme Court Hearing, failing which the Scheme shall lapse.

To the extent permitted by law and subject to the requirements of the Panel: (i) ii reserves the right to waive all or any of Conditions 1, 3(a) and 3(c) to (h) inclusive, in whole or in part; and ii shall be under no obligation to waive or treat as fulfilled any of Conditions 3(a) and 3(c) to (h) inclusive by a date earlier than the date specified above in condition 1 for the fulfilment thereof notwithstanding that the other Conditions of the Offer 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.

The Scheme will not proceed if the CMA makes a Phase 2 CMA Reference in respect of the Offer before the date of the Court Meeting. In such event neither Share plc, ii nor any Share plc Shareholder will be bound by any term of the Scheme.

Part 2 Certain further terms of the Offer

1. ii reserves the right to elect to implement the Offer by way of a Takeover Offer (as defined in section 974 of the Companies Act). In such event, such offer will (unless otherwise determined by ii and subject to the consent of the Panel,) be implemented on the same terms and conditions subject to appropriate amendments to reflect the change in method of effecting the Offer, which may include changing the consideration structure under the terms of the Offer and (without limitation and subject to the consent of the Panel) an acceptance condition set at 90 per cent. (or such lesser percentage, being more than 50 per cent., as ii may decide) of the voting rights then exercisable at a general meeting of Share plc, including, for this purpose, any such voting rights attaching to Share plc Shares that are unconditionally allotted or issued, and to any Treasury Shares which are unconditionally transferred or sold by Share plc, before the Takeover Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

2. If ii is required by the Panel to make an offer for Share plc Shares under the provisions of Rule 9 of the Takeover Code, ii may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule.

3. The Scheme and the Offer and any dispute or claim arising out of, or in connection with, them (whether contractual or non-contractual in nature) will be governed by English law and will be subject to the jurisdiction of the Courts of England.

4. The Share plc Shares will be acquired under the Offer fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights attaching thereto, including the right to receive and retain all dividends and other distributions and returns of value declared, paid or made after the Effective Date. If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by Share plc in respect of a Share plc Share on or after the date of this Announcement and prior to the Effective Date, ii will have the right to reduce the value of the consideration payable for each Share plc Share by up to the amount per Share plc Share of such dividend, distribution or return of value except where the Share plc Share is or will be acquired pursuant to the Scheme on a basis which entitles ii to receive the dividend, distribution or return of value and to retain it. If any such dividend or distribution or return of value is paid or made after the date of this Announcement and ii exercises its rights described above, any reference in this Announcement to the consideration payable under the Scheme shall be deemed to be a reference to the consideration as so reduced. Any exercise by ii 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.

5. The availability of the New ii Shares 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.

6. The New ii Shares to be issued under the Scheme will be issued credited as fully paid and will rank pari passu with the existing ii Shares, including the right to receive in full all dividends and other distributions, if any, declared, made or paid on the ii Shares after the Effective Date.

7. Fractions of entitlements to New ii Shares will be rounded down to the nearest whole number of New ii Shares and Share plc Shareholders will receive cash in respect of fractional entitlements to New ii Shares on the basis of the Agreed New ii Share Valuation, rounded down to the nearest penny, provided that the total amount of cash required to satisfy the cash consideration under the Offer (including under the proposals to be made to participants in the Share plc Share Schemes) and such fractional entitlements does not exceed £16.2 million.

8. However, if the total cash required to satisfy the cash consideration (including under the proposals to be made to participants in the Share plc Share Schemes) and the fractional entitlements to New ii Shares exceeds £16.2 million, ii may elect, at its sole discretion, to either (i) provide additional cash to settle in full such fractional entitlements; or (ii) scale back payments of cash in respect of the fractional entitlements to New ii Shares pro rata to the fractional entitlements and the remaining fractional entitlements to New ii Shares will be aggregated and issued to the Nominee. The Nominee will hold the New ii Shares issued to satisfy the Fractional Entitlement Shares for the benefit of Share plc Shareholders entitled to the Fractional Entitlement Shares. Such Share plc Shareholders will be entitled to receive the proceeds of the sale of the Fractional Entitlement Shares when they are sold, which is expected to be in connection with any future sale or initial public offering of ii. In addition ii or its nominee will have the right, but not the obligation, to purchase the Fractional Entitlement Shares at the Agreed New ii Share Valuation for a period of 12 months from the Effective Date.

9. Under Rule 13.5 of the Takeover Code, ii may not invoke a condition to the Offer so as to cause the Offer 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 ii in the context of the Offer. The conditions contained in paragraphs 1, 2 and 3(a) of Part 1 of this Appendix are not subject to this provision of the Takeover Code.

Appendix II SOURCES AND BASES OF INFORMATION

i. As at the close of business on 14 February 2020 (being the last Business Day prior to the date of this Announcement), Share plc had in issue 143,652,334 ordinary shares of 0.5 pence.

ii. Any reference to the fully diluted share capital of Share plc is based on:

a. the 143,652,334 Share plc Shares referred to in paragraph i. above; and

b. 7,268,679 Share plc Shares which may be issued on or after the date of this Announcement on the exercise of options or vesting of awards under the Share plc Share Schemes, excluding "out of the money options".

iii. All share prices for Share plc are derived from the information published by the London Stock Exchange and, unless otherwise stated, represent Closing Prices on the relevant date(s).

iv. Volume-weighted average prices have been derived from Bloomberg and have been rounded to two decimal places.

v. Unless otherwise stated, the financial information relating to Share plc is extracted or derived (without material adjustment) from the audited consolidated financial statements of Share plc for the financial year ended 31 December 2018 and the unaudited interim results of Share plc for the six month period ended 30 June 2019.

vi. As at the close of business on 14 February 2020 (being the last Business Day prior to the date of this Announcement), ii had in issue 1,528,450 A ordinary shares of £0.0001 each, 52,500 B1 ordinary shares of £0.0001 each, 15,200 B2 ordinary shares of £0.10 each, 10,000 B3 ordinary shares of £0.10 each and 6,550 C1 ordinary shares of £0.0001 each and 1 D ordinary share of £0.0001.

Appendix III IRREVOCABLE UNDERTAKINGS

The following holders or controllers of Share plc Shares have given irrevocable undertakings to vote (and, if applicable, procure the vote) in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting or, if ii exercises its right to implement the Offer by way of a Takeover Offer, to accept or procure acceptance of any such Takeover Offer:

Following the Court Meeting and the General Meeting, Gavin Oldham, Virginia Oldham and Marianne Oldham will be permitted to dispose of up to 4,909,447 Share plc Shares held in their ISA accounts, provided that:

1. on the same day they purchase such number of Share plc Shares that is equal to the number of Share plc Shares disposed of;

2. the disposal and acquisition shall not increase the cash consideration payable by ii in respect of fractional entitlements to the Share plc Shares held by Gavin Oldham, Virginia Oldham and Marianne Oldham; and

3. at no point will the number of Share plc Shares subject to the irrevocable undertakings provided by Gavin Oldham, Virginia Oldham and Marianne Oldham be lower than that specified in the table above.

These irrevocable undertakings remain binding in the event of a competing offer and shall only lapse and cease to have effect if:

(a) in the case where the Offer is implemented by way of a scheme of arrangement, the Scheme does not become effective on or before the Long Stop Date (or such later date as is agreed between ii and Share plc), provided that the reason is not because ii has elected to proceed by way of a Takeover Offer rather than by way of a Scheme; or

(b) in the case where the Offer is implemented by way of a Takeover Offer, if the offer document is not despatched to Share plc Shareholders on or before the date falling 28 days after the date of the firm announcement of such Offer or such later time as may be agreed by the Panel; or

(c) in the case where the Offer is implemented by way of a Takeover Offer, if the Offer does not become unconditional as to acceptances on or before the Long Stop Date; or

(d) immediately if the Takeover Offer or Scheme lapses or is withdrawn and ii announces that it does not intend to make or proceed with the Offer; or

(e) if the Takeover Offer or the Scheme lapses or is withdrawn and no new, revised or replacement Scheme or Takeover Offer has been announced by ii, in accordance with the Takeover Code, in its place or is announced by ii, in accordance with the Takeover Code, within 20 business days of such lapsing or withdrawal.

Appendix IV Description of the new ii Shares, the shareholders' agreement and the discount notes

Key rights and restrictions of the ii Shares

ii Articles

The ii Articles are in a form customary for a company that has one majority shareholder and a broad base of minority shareholders and management shareholders. A summary of the key provisions that are relevant to Share plc Shareholders are as follows (although these provisions are intended to be a summary and should not be read to the exclusion of the ii Articles):

Share classes

ii has 15 classes of share:

·; A ordinary shares of £0.0001 each in the capital of ii (also referred to in this Announcement as ii Shares), issued to J.C. Flowers IV L.P., existing ii Shareholders and to be issued to Share plc Shareholders pursuant to the Offer (subject to the treatment of fractional entitlements);

·; B1 ordinary shares of £0.0001 each, B2 ordinary shares of £0.10 each and B3 ordinary shares of £0.10 each, in the capital of ii (the "B Ordinary Shares"), issued to certain members of the management team, employees and directors of the ii Group;

·; C1 ordinary shares of £0.0001 each, C2 ordinary shares of £0.0001 each, C3 ordinary shares of £0.0001 each, C4 ordinary shares of £0.0001 each, C5 ordinary shares of £0.0001 each, C6 ordinary shares of £0.0001 each, C7 ordinary shares of £0.0001 each, C8 ordinary shares of £0.0001 each, C9 ordinary shares of £0.0001 each and C10 ordinary shares of £0.0001 each, in the capital of ii (the "C Ordinary Shares"), issued to certain members of the management team, employees and directors of the ii Group; and

·; a D ordinary share of £0.0001 in the capital of ii (the "D Ordinary Share"), issued to J.C. Flowers IV L.P. 

The B Ordinary Shares and the C Ordinary Shares (together being, the "MIP Shares") were created in connection with ii's management incentive plan, which provides for participation by management in any dividend, distribution, return of capital or the proceeds of an exit event (being a sale, listing or liquidation of ii) (net of costs) in excess of a specified IRR hurdle. The MIP Shares vest on a linear basis over 4 years from the date of the grant.

Distributions and returns of capital

In the event of any dividend, distribution, return of capital or exit event, the proceeds (net of costs) shall be applied as follows:

·; first, to the holders of ii Shares only until the proceeds meet a 12 per cent. IRR hurdle; and

·; secondly: (a) 14 per cent. of any proceeds in excess of the 12 per cent. IRR hurdle to the holders of the MIP Shares (provided that in the case of C Ordinary Shares, such holders must be holders of C Ordinary Shares that have satisfied the relevant C Ordinary Share class hurdle), and (b) the balance to the holders of ii Shares. IRR for these purposes will be calculated from principal and dividend cash flows and sale proceeds paid and received by the holders of ii Shares.

In respect of the MIP Shares, if the proceeds distributed also represent a multiple of money (on the aggregate of £28 million (being the pre-money valuation), subscription monies paid or deemed to be paid for ii Shares and fees paid by holders of ii Shares on such subscription and in respect of an exit) ("MoM") in excess of 2.5x then the holders of the MIP Shares shall receive additional proceeds in excess of the IRR hurdle of up to 4 per cent. of the excess, calculated on a straight line basis between 2.5x MoM and 4x MoM.

No proceeds will be allocated to the holder of the D Ordinary Share.

Until the Discount Notes are fully redeemed, neither ii, nor any other member of the ii Group, can declare, make or pay any dividend or other distribution (except to another member of the ii Group). The Discount Notes are secured over the share capital of ii pursuant to the terms of a share pledge agreement entered into by ii (as chargor), two minority ii shareholders (also as chargors) and J.C. Flowers IV L.P. (as security agent). Under the share pledge, the chargors have granted, as continuing security by way of first fixed charge to J.C. Flowers IV L.P. (as security agent), their interests in any securities issued by ii and held by such chargors (including any future issues) and any rights deriving from such securities, such as dividends or distributions. In addition the two minority ii shareholders have waived their rights to receive any dividend or distribution whilst the Discount Notes remain outstanding.

Voting Rights

The holder of the D Ordinary Share has such number of votes as constitutes a simple majority for so long as J.C. Flowers IV L.P. and its affiliates hold at least 25 per cent. of the ii Shares in issue. Therefore, J.C. Flowers IV L.P. may currently pass any ordinary resolution (whether at any general meeting or by written resolution) of ii. The holders of the ii Shares each have one vote on a show of hands, and a single vote for each ii Share on a poll. The holders of the B2 ordinary shares and the B3 ordinary shares are each entitled to 5 per cent. of the total number of votes to capable of being cast. The holders of B1 ordinary shares and C Ordinary Shares are not entitled to vote.

General meetings

An annual general meeting is held once in every calendar year (and no more than fifteen months may elapse between one annual general meeting and the next) at such time and place as the ii Directors determine.

The ii Directors may, whenever they think fit, convene a general meeting of ii, which may be held in Guernsey, or elsewhere, as the ii Directors determine. Where the ii Shareholders (who hold, in aggregate, more than 10 per cent. of the share capital of ii that carries the right of voting at general meetings (excluding any capital held as treasury shares)) so request, the ii Directors are required to call a general meeting within twenty one days after the date on which they became subject to the requirement (and not more than twenty eight days after the date of the notice convening the meeting).

Share issues

Subject to certain permitted issues, the issue of any new shares or rights to subscribe for or convert into shares shall be on a pre-emptive basis and proportional to each person's holding of ii Shares. Permitted issues include:

·; issues which when aggregated with any other issues of ii Shares in any financial year do not exceed 20 per cent. of the total number of ii Shares in issue at the start of that financial year;

·; the issue of up to 22,600 C Ordinary Shares;

·; rescue issues in certain default situations or where additional capital is required by the FCA; and

·; issues to satisfy outstanding options and warrants.

If the Discount Notes have not been fully redeemed by 2 December 2021, ii is required to consider conducting a refinancing or a capital raise in order to redeem some or all of the outstanding Discount Notes. If such refinancing or capital raise is on arm's length and commercially reasonable terms, ii is not required to obtain the consent of the holders of Discount Notes or the holders of any shares in ii to such refinancing or capital raise.

Share transfers

Share transfers are generally restricted unless they fall within the parameters of a permitted transfer. Permitted transfers include transfers:

·; to related persons of holders of MIP Shares or to an employee benefit scheme in the case of holders of MIP Shares (in each case provided J.C. Flowers IV L.P. has given prior consent) or members of the same corporate group of corporate shareholders; 

·; for trustee or nominee shareholders (provided they are Minority Investors or J.C. Flowers IV L.P.), in the event of dissolution or distribution of assets of that shareholder or otherwise to a related partnership, unit or fund, or related trustee or nominee in connection with a co-investment scheme;

·; to another holder of ii Shares provided such transfer is less than 5 per cent. of the total number of ii Shares held by the transferor with the prior consent of the ii Directors; 

·; with the consent of certain of the material holders of ii Shares;

·; in accordance with the pre-emption on transfer provisions; 

·; in accordance with the tag-along provisions; and 

·; in accordance with the drag-along provisions.

Pre-emption on transfer

Other than pursuant to a permitted transfer, any holder of ii Shares, except J.C. Flowers IV L.P., shall be required to notify ii of any proposed transfer of ii Shares. Such shares shall be offered to J.C. Flowers IV L.P. in the first instance, and then the Minority Investors (as such term is defined in the ii Articles). If neither J.C. Flowers IV L.P. (in the first instance) nor the Minority Investors (in the second instance) accept the offer of transfer for ii Shares, such holder may sell such ii Shares to a third party (provided the price is not less than that which was offered to J.C. Flowers IV L.P. and the Minority Investors, and otherwise on no less favourable terms), subject to the consent of the board of Directors of ii. Any other holder of ii Shares does not have any pre-emption right upon a transfer of ii Shares by another holder of ii Shares.

Drag-along rights

The ii Articles include a mechanism whereby if a transfer by an ii Shareholder(s) would result in members of the purchasing group obtaining a controlling interest in ii, the selling ii Shareholder(s) can compel the other ii Shareholders to sell all of their shares by way of notice, ensuring that a prospective bona fide third party buyer can acquire 100 per cent. of ii. A "controlling interest" is defined as being a holding of shares having the right to exercise more than 50 per cent. of the votes which may be cast on a poll at a general meeting on all, or substantially all matters. Under the mechanism, those ii Shareholders who are compelled to sell all of their shares to the buyer shall be required to do so for equivalent consideration and otherwise on the same terms, or no less favourable terms, as those agreed between the ii Shareholder(s) who have agreed to sell their shares and the buyer.

Tag-along rights

The ii Articles include a mechanism to enable minority ii Shareholders to require those ii Shareholders who wish to sell their shares to a third party, if such third party were to acquire a controlling interest in ii (see the definition in the paragraph above headed "Drag-along rights"), to procure an offer from that third party buyer for their shares by way of notice. The terms on which the minority ii Shareholders' shares are purchased shall be for equivalent consideration and otherwise on the same terms, or no less favourable terms, as those agreed between the ii Shareholder(s) who have agreed to sell their shares and the buyer

The Shareholders' Agreement

J.C. Flowers IV L.P., key managers of the ii Group (the "Managers") and the Minority Investors who individually (or with their respective connected persons) hold over 2 per cent. of the share capital of ii are party to the Shareholders' Agreement. 

The terms of the Shareholders' Agreement are customary for an investment with a majority shareholder and other minority shareholders. The Shareholders' Agreement regulates the management and operation of ii and its subsidiaries (being the ii Group), including:

·; the rights of each of J.C. Flowers IV L.P. and the Minority Investors to appoint directors to the ii Board and the Interactive Investor board or directors;

·; the financial information relating to ii and the ii Group to be provided to J.C. Flowers IV L.P. and the Minority Investors by ii, and the time periods within which such information must be provided in each case;

·; restrictive covenants by which each Manager must abide;

·; certain matters which would require the consent of either J.C. Flowers IV L.P., the Minority Investors and/or the Managers before ii or any of the ii Group may take such actions or decisions (including some matters that would otherwise only require ii Board approval);

·; pre-emption rights in in favour of J.C. Flowers IV L.P. and the Minority Investors in respect of any: (i) new issue of debt securities; or (ii) new ii Shares which when aggregated with any other issues of new ii Shares in any financial year do not exceed 20 per cent. of the total number of new ii Shares in issue at the start of that financial year;

·; if the Discount Notes have not been fully redeemed by 2 December 2021, ii is required to consider conducting a refinancing or a capital raise in order to redeem some or all of the outstanding Discount Notes. If such refinancing or capital raise is on arm's length and commercially reasonable terms, ii is not required to obtain the consent of the holders of Discount Notes or the holders of any ii Shares to such refinancing or capital raise; and

·; the parties' intentions in relation to any future exit event that may arise in relation to ii (or the ii Group), including keeping each other informed of any approaches by a potential third party purchaser, and to co-operate and assist with any potential transaction if so requested by J.C. Flowers IV L.P.

If any ii Shareholder who is a party to the Shareholders' Agreement ceases to hold over 2 per cent. of the issued share capital of ii, the rights and obligations of such ii Shareholder under the Shareholders' Agreement shall terminate.

The Discount Notes

Pursuant to a discount note instrument dated 2 June 2017, ii has issued secured discount notes with a principal value of £44,921,482 due 2022.

The Discount Notes are secured over the share capital of ii.

On any redemption, each Discount Note shall be redeemed for an amount equal to 175 per cent. of its nominal amount. After the fifth anniversary of the instrument constituting the Discount Notes, the redemption amount of each Discount Note will increase by an amount equal to a rate of interest at 15 per cent. per annum. Such interest shall be deemed to accrue on a daily basis and compound annually. As described above, until the Discount Notes have been fully redeemed, neither ii nor any member of the ii Group can declare, make or pay any dividend or other distribution.

Appendix V Risk factors in relation to the New ii Shares

1. The New ii Shares are not listed, and there is no intention for application to be made for any ii Shares to be listed or dealt in, on any stock exchange for at least the next 12 months. There is not currently, nor is there expected to be, any market in ii Shares. It is not the current intention of ii to offer any trading facility for ii Shares. Any transfers of ii Shares must be made in accordance with the ii Articles. Further details of the restrictions on transfers are set out in Appendix IV to this Announcement.

2. ii Shareholders will not be afforded the same level of protections and disclosure of information that they current benefit from as shareholders in Share plc as a company whose shares are admitted to trading on AIM, as ii will not be subject to the disclosure, corporate governance and shareholder protection requirements of any recognised investment exchange.

3. ii is controlled by J.C. Flowers IV L.P., which will continue to control a majority of voting rights over the ii Shares for so long as J.C. Flowers IV L.P. continues to hold the D Ordinary Share and it and its affiliates hold at least 25 per cent. of the ii Shares in issue.

4. The value of ii Shares will be uncertain and there can be no assurance that the ii Shares can be sold in the future at the same price as the Agreed New ii Shares Valuation.

5. Payments in respect of the ii Shares will not be guaranteed or secured and, for so long as the Discount Notes are outstanding, ii cannot declare, make or pay any dividend or other distribution on any of the ii Shares.

6. The Discount Notes are secured over the share capital of ii pursuant to the terms of a share pledge agreement entered into by ii (as chargor), two minority ii shareholders (also as chargors) and J.C. Flowers IV L.P. (as security agent). Under the share pledge, the chargors have granted, as continuing security by way of first fixed charge to J.C. Flowers IV L.P. (as security agent), their interests in any securities issued by ii (including any future issues) and any rights deriving from such securities, such as dividends or distributions. If the security became enforceable, the holders of the Discount Notes would be entitled to take control of ii and therefore the ii Group. The security shall become immediately enforceable if an event of default occurs (including, but not limited to, the insolvency of ii or another member of the ii Group or a failure by ii to make any payment due to any holder of Discount Notes on the due date).

7. If the Discount Notes have not been fully redeemed by 2 December 2021, ii is required to consider conducting a refinancing or a capital raise in order to redeem some or all of the outstanding Discount Notes. If such refinancing or capital raise is on arm's length and commercially reasonable terms, ii is not required to obtain the consent of the holders of any ii Shares to such refinancing or capital raise, which could result in a dilution of interests in ii.

8. If a 12 per cent. IRR hurdle is met, the holders of the MIP Shares will be entitled to receive 14 per cent. of any dividend, distribution, return of capital or exit event over and above that hurdle. This will reduce the proceeds payable to holders of the ii Shares, and holders of MIP Shares will receive additional proceeds above and beyond their normal entitlement where the proceeds distributed also represent a multiple of money (on the aggregate of £28 million (being the pre-money valuation), subscription monies paid for ii Shares and fees paid by holders of ii Shares on such subscription and in respect of an exit) in excess of 2.5x. On an exit event, the share of exit proceeds allocated to the B Ordinary Shares and C Ordinary Shares (which will be determined by applying the formulae set out in Appendix IV to this Announcement) could be up to a maximum of 18% of the total proceeds.

Appendix VI DEFINITIONS

The following definitions apply throughout this document unless the context requires otherwise:

All the times and/or dates referred to in this announcement are to those times and/or dates in London unless otherwise stated.

References to the singular include the plural and vice versa