Heads of Terms Signed

Fandango Holdings plc / Index: LSE / Epic: FHP / Sector: Investment

31 December 2021

Fandango Holdings plc ('Fandango' or 'the Company')

Heads of Terms Signed

Fandango Holdings plc is pleased to report that it has executed non-binding Heads of Terms ('HoT') to acquire Radair Limited ('the Acquisition'). Further details will be provided upon execution of a formal sales and purchase agreement.

The Acquisition is subject, inter alia, to the completion of due diligence, documentation, and compliance with all regulatory requirements, including the Listing and Prospectus Rules and as required, the Takeover Code. The Acquisition, if it proceeds, will constitute a Reverse Takeover under the Listing Rules since, inter alia, in substance it will result in a fundamental change in the business of the issuer.

As the Acquisition will constitute a Reverse Takeover under the Listing Rules, the Company's ordinary shares shall remain suspended pending the publication of a prospectus and the application for the enlarged Company to have its Ordinary Shares admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange.

The Company is working on the preparation of a prospectus in relation to the Acquisition and will, in due course, be making application for the enlarged Company to have its Ordinary Shares admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange.

The Company will update shareholders as the matter progresses.

ENDS

For further information visit www.fandangoholdingsplc.com or contact: