Trifast Regulatory News (TRI)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL . THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014.

23 June 2020

Trifast plc

("Trifast", the "Company")

Results of Broker Option

Trifast is pleased to announce the successful completion of the broker option announced on 19 June 2020 by the Company (the "Broker Option").

Peel Hunt LLP ("Peel Hunt") has exercised the Broker Option in full and placed a total of 830,000 new ordinary shares of five pence each in the share capital of the Company (the "Broker Option Shares"), representing approximately 0.7% of the issued share capital of the Company prior to the Placing and Broker Option at a price of 120.5 pence per Broker Option Share, raising gross proceeds of approximately £1m.

Applications have been made for admission of the Broker Option Shares to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market of the London Stock Exchange (together "Admission"). It is expected that Admission will take place at 8.00 a.m. on 25 June 2020 at which time dealings in the Broker Option Shares will commence.

The Broker Option Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of five pence each in the share capital of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue of the Broker Option Shares.

Total voting rights

Following Admission becoming effective, the Company's issued share capital will consist of 135,929,041 ordinary shares with voting rights. Therefore, the total number of voting rights in the Company will be 135,929,041. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the disclosure guidance issued by the FCA and the transparency rules made by the FCA under section 89A(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") (together, the "Disclosure Guidance and Transparency Rules").

IMPORTANT NOTICES

The distribution of this announcement and the offering, placing and/or issue of the Broker Option Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Peel Hunt or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers and/or agents (collectively, "Representatives") that would permit an offer of the Broker Option Shares or possession or distribution of this announcement or any other publicity material relating to such Broker Option Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Peel Hunt to inform themselves about, and to observe, such restrictions.

No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Regulation (EU) 2017/1129 as amended from time to time to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser, or tax adviser for legal, financial, business or tax advice.

This Announcement and the information contained herein is restricted and may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This Announcement is for information purposes only and is not an offer a securities in any jurisdiction. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which the same would be unlawful.

The Broker Option Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or jurisdiction of the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), and may not be offered, sold or transferred, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Accordingly, the Broker Option Shares are being offered and sold only outside of the United States in offshore transactions in reliance in Regulation S under the Securities Act and otherwise in accordance with applicable laws. There will be no public offering of Broker Option Shares in the United States or elsewhere.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting exclusively for the Company and for no-one else in relation to the Broker Option, the content of this announcement and other matters referred to in this announcement. Peel Hunt will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Broker Option, the content of this announcement or any other matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice to any person in relation to the Broker Option, the content of this announcement or any other matter referred to in this announcement.

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Peel Hunt nor by any of its Representatives as to, or in relation to, the contents, accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of Peel Hunt or any of its Representatives, and any liability therefor is expressly disclaimed.

This announcement does not constitute a recommendation concerning any investor's options with respect to the Broker Option. Recipients of this announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this announcement. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Broker Option Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his or her or its own legal adviser, business adviser, financial adviser, or tax adviser for legal, business, financial or tax advice.

Any indication in this announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast or profit estimate for any period and no statement in this announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

The Broker Option Shares to be issued pursuant to the Broker Option will not be admitted to trading on any stock exchange other than the main market for listed securities of the London Stock Exchange.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom 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 and regulations of any jurisdiction outside the United Kingdom.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.