Retail Offer

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF EVGEN PHARMA PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS.

TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE COMPANY'S ANNOUNCEMENT RELEASED TODAY.

Evgen Pharma plc

("Evgen" or the "Company" or "the Group")

Retail Offer

The Board of Evgen Pharma plc (AIM: EVG), the clinical stage drug development company developing sulforaphane-based medicines for the treatment of multiple diseases is pleased to announce a retail offer to existing retail shareholders via BookBuild (the "Retail Offer") to raise up to £1.0 million through the issue of new ordinary shares of 0.25p each ("Ordinary Shares") in the capital of the Company (the "Retail Offer Shares"). Under the Retail Offer, up to 100,000,000 Retail Offer Shares will be made available at an issue price of 1 pence per New Ordinary Share (as defined below) (the "Issue Price").

In addition to the Retail Offer, the Company is also conducting a Placing and Subscription of new Ordinary Shares at the Issue Price (the "Placing", the "Subscription" and together with the Retail Offer, the "Fundraising"). A separate announcement has been made regarding the Placing and Subscription and its terms. For the avoidance of doubt, the Retail Offer is not part of the Placing and Subscription and completion of the Placing and/or Subscription is not conditional on the completion of the Retail Offer. Full details of the Fundraising, including the background to and reasons for the Placing and Subscription and the Retail Offer is included in the separate announcement released by the Company this afternoon.

The Issue Price represents a premium of approximately 5.26 per cent to the closing share price of 0.95 pence per Existing Ordinary Share on 18 March 2024 (being the last Business Day prior to the announcement of the Fundraising).

The Retail Offer is conditional on, inter alia, (i) the Resolutions, which are required to implement the Fundraising, being duly passed by Shareholders at the General Meeting proposed to be held at the offices of Cavendish Capital Markets at 10:00 a.m. on 4 April 2024 and (ii) Admission. Subject to the passing of the Resolutions, Admission of the Retail Offer Shares is expected to take place at 8:00 a.m. on 5 April 2024. The net proceeds of the Fundraising will be used by the Group for additional working capital and to maintain the enlarged Group's patent portfolio whilst it seeks pre-clinical collaboration for either of the acquired assets and additional non-dilutive funding. The Group will also use the proceeds to continue to optimise manufacturing for clinical stage asset SFX-01 in future glioblastoma and autism spectrum disorder clinical studies.

Expected Timetable in relation to the Retail Offer

Retail Offer

The Company values its retail shareholder base, which has supported the Company alongside institutional investors since its initial public offering. Given the support of retail shareholders, the Company believes that it is appropriate to provide its eligible existing retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through certain financial intermediaries which will be listed, subject to certain access restrictions, on the following website:

Cavendish Securities PLC will be acting as retail offer coordinator in relation to the Retail Offer (the "Retail Offer Coordinator").

The Retail Offer will be open to eligible investors in the United Kingdom following release of this announcement. The Retail Offer is expected to close at 12:00 noon on 3 April 2024. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

Eligible retail shareholders seeking to invest in Retail Offer Shares may be eligible for relief under the Enterprise Investment Scheme ("EIS"). Further information in relation to the potential eligibility of the Retail Offer Shares under the EIS is provided below. If investors wish to seek relief under EIS, they should indicate their interest through an Intermediary as part of their participation in the Retail Offer (where such facility is available) and by also emailing the Company CFO, Toni Haenninen, via EISVCT@evgen.com.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with rules for AIM companies and their nominated advisers issued by the London Stock Exchange, the Financial Conduct Authority's Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

There is a minimum subscription of £250.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website:

There is no maximum application amount per eligible investor to apply in the Retail Offer, though note the total size of the Retail Offer (as referenced above) and the discretion the Company has to scale back applications. The terms and conditions on which eligible investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

EIS/VCT Schemes

Neither the Company nor the Directors give any warranties or undertakings that EIS reliefs or VCT reliefs, if granted, will not be withdrawn. Investors must take their own advice and rely on it. If the Company carries on activities beyond those disclosed to HMRC, then Shareholders may cease to qualify for the tax benefits.

The Company also has a wide number of collaborations with leading academic centres in the UK, Europe and the US as part of the continuing strategy to build the scientific data for the compound. Recently, Evgen completed an out-licensing transaction with Stalicla SA, a Swiss specialist company in neurodevelopmental disorders, commencing with autism spectrum disorder. The deal, if successful, will generate milestone payments of $160.5m and a double-digit royalty on sales.

For further information, please visit: www.evgen.com.

The Company's LEI is 213800NO3E6TSTQO8K20

UK Product Governance Requirements

EU Product Governance Requirements