Placing Results

Registration Number: 13172844

PensionBee Group plc

Results of Placing

PensionBee Group plc ('PensionBee' or the 'Company', together with its subsidiaries, the 'Group') announces that it has successfully raised £20 million through the issue of 10,810,811 new ordinary shares in the Company (the 'Placing'). The Placing Shares represent approximately 4.8% of the current issued ordinary share capital of the Company. The Placing Price of 185 pence per share represents no discount to the closing price of 185 pence per existing ordinary share on 23 October 2024 (being the last business day prior to this Announcement).

The Placing was oversubscribed and was strongly supported by both existing and new institutional investors.

Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods) ('KBW' or the 'Sole Bookrunner') acted as sole global coordinator and sole bookrunner in connection with the Placing.

The Placing Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing ordinary shares of £0.001 each in the capital of the Company.

Applications have been made for the Placing Shares to be admitted to the Equity Shares (Commercial Companies) category of the Official List of the Financial Conduct Authority and to be admitted to trading on the main market for listed securities of the London Stock Exchange plc (together, 'Admission'). It is expected that settlement for the Placing Shares and Admission will take place on or before 8.00 a.m. on 28 October 2024. The Placing is conditional, among other things, upon Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

PensionBee currently has 225,239,682 shares in issue. Following Admission, the total number of shares in issue in the Company will be 236,050,493. PensionBee does not hold any shares in treasury, and, therefore, following Admission, the total number of voting rights attributable to the ordinary shares in PensionBee will be 236,050,493.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (i) (a) EU Directive 2014/65/EU on markets in financial instruments, as amended, ('MiFID II'); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the 'MiFID II Product Governance Requirements'); and (ii) the FCA Handbook Product Intervention and Product Governance Sourcebook (the 'UK Product Governance Requirements' and together with the MiFID II Product Governance Requirements, the 'Product Governance Requirements'), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II or the FCA Handbook Conduct of Business Sourcebook (as applicable); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II or the FCA Handbook Product Intervention and Product Governance Sourcebook (as applicable) (the 'Target Market Assessment'). Notwithstanding the Target Market Assessment, Distributors (for the purposes of the Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Sole Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties.