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

11 June 2020

Recommended Offer

for

Share plc

by

Antler Holdco Limited ("ii")

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

Update on Conditions

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

On 8 April 2020 ii and Share plc announced that the resolutions required to implement the Scheme had been passed by the requisite majorities at the Court Meeting and the General Meeting.

Share plc and ii are now pleased to announce that the Financial Conduct Authority ("FCA") has given the required approval for the change of control of The Share Centre Limited which would take place as a result of the Offer.

Whilst all required regulatory approvals have now been received, the Scheme remains subject to sanction by the Court at the Court Hearing, the delivery of a copy of the Court Order to the Registrar of Companies and the satisfaction (or, where applicable, waiver) of the other Conditions to and terms of the Scheme and the Offer (set out in Parts A and B of Part 4 of the scheme document relating to the Offer published and posted to Share plc Shareholders on 13 March 2020 (the "Scheme Document")).

Share plc will give adequate notice of the date and time of the Court Hearing, which is expected to be held within 21 days of this announcement, by issuing a further announcement through a Regulatory Information Service. The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 9 and 10 of the Scheme Document. If any of the dates and/or times in the expected timetable change, the revised dates and/or times will be notified by announcement through a Regulatory Information Service and made available on the Share plc website.

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

Enquiries:

ii/Interactive Investor

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

Barry Bicknell

Rothschild & Co (Financial Adviser to ii)

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

Toby Ross

Peter Brierley

TB Cardew (PR Adviser to ii)

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

Shan Shan Willenbrock

Share plc

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

Richard Stone, Chief Executive

Mike Birkett, Finance Director

Stephens (Financial Adviser to Share plc)

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

Jake Delaney

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

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

Katy Birkin

KTZ Communications (Financial Public Relations Adviser to Share plc)

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

Dan Mahoney

Important notices

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

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

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

Further information

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

Publication of this Announcement

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

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

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