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Launch of Retail Offer

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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 TEN LIFESTYLE GROUP PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS.

27th September 2024

Ten Lifestyle Group plc

("Ten", the "Group" or the "Company")

Launch of Retail Offer

Ten Lifestyle Group plc (AIM: TENG), the global concierge platform driving customer loyalty for global financial institutions and other premium brands, is pleased to announce a retail offer to existing retail shareholders of the Company via the BookBuild Platform (the "Retail Offer") of new ordinary shares of 0.1 pence in the capital of the Company ("Ordinary Shares"). Under the Retail Offer, up to 500,000 new Ordinary Shares (the "Retail Offer Shares") will be made available at a price of 63 pence per Retail Offer Share (the "Fundraising Price").

In addition to the Retail Offer, the Company announced on 26th September 2024 the conditional placing of 9,317,460 new Ordinary Shares (the "Placing Shares") at the Fundraising Price to raise gross proceeds of £5.9 million through an accelerated bookbuild process (the "Placing", together with the Retail Offer, the "Fundraising").

A separate announcement has been made regarding the Placing and its terms, which includes the reasons for the Fundraising and the proposed use of proceeds. The Retail Offer is not part of the Placing, and completion of the Placing is not conditional on the completion of the Retail Offer.

The Fundraising Price represents a discount of approximately 4.9 per cent. to the closing mid-price per Ordinary Share on 25th September 2024, being the last practicable date prior to the announcement of the Fundraising.

The Retail Offer is wholly conditional upon, amongst other things: (a) certain resolutions which are required to implement the Retail Offer, being duly passed by the shareholders of the Company at the general meeting proposed to be held at the offices of the Group, Level 9, Regent's Place, 338 Euston Road, London, NW1 3BG at 11.00 a.m. on 16th October 2024 (the "General Meeting"); (b) the Retail Offer Shares being allotted and issued; and (c) admission of the Retail Offer Shares to trading on the AIM market of London Stock Exchange plc ("AIM") ("Admission"). Subject to the passing of the resolutions at the General Meeting, application will be made to the London Stock Exchange for Admission of the Retail Offer Shares. Admission is expected to take place and dealings are expected to commence at 8.00 a.m. on 17th October 2024.

A circular containing further details of the Fundraising and a notice convening the General Meeting is expected to be despatched to shareholders on or around 30th September 2024 and the circular, once published, will be available on the Company's website at www.tenlifestylegroup.com.

Expected Timetable in connection with the Retail Offer

Retail Offer opens27 th September 2024
Latest time and date for commitments under the Retail Offer12.00 p.m. on 7 th October 2024
Results of the Retail Offer announced8 th October 2024
Admission and dealings in the Retail Offer Shares commence8.00 a.m. 17 th October 2024
Dealing Codes
TickerTENG
ISIN for the Ordinary SharesGB00BF188X60
SEDOL for the Ordinary SharesBF188X6

Details of the Retail Offer

The Company values its retail shareholder base and believes that it is appropriate to provide its eligible existing retail shareholders resident in the United Kingdom the opportunity to participate in the Retail Offer at the Fundraising Price.

The Company is making the Retail Offer available in the United Kingdom through certain financial intermediaries, brokers and wealth managers ("Intermediary"), which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/JQ92N1/authorised-intermediaries.

The Retail Offer will open to eligible investors in the United Kingdom following release of this announcement and is expected to close at 12.00 p.m. on 7th October 2024. Investors should note that Intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

The Retail Offer is not being made into any jurisdiction other than the United Kingdom.

There is a minimum subscription of £200 per eligible investor under the terms of the Retail Offer. There is no maximum application amount per eligible investor under the terms of 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 Intermediaries including relevant commission or fee charges.

Information to Distributors

UK Product Governance Requirements

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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