Statement of intention not to make an offer

Statement of intention not to make an offer for Team Internet Group plc

On 7 January 2025, Team Internet Group plc ("Team Internet") announced it was in receipt of an approach from TowerBrook Capital Partners (U.K.) LLP ("TowerBrook") regarding a possible offer to acquire the entire issued and to be issued share capital of Team Internet.

TowerBrook today confirms that it does not intend to make an offer for Team Internet. Accordingly, except with the consent of the Panel on Takeovers and Mergers (the "Takeover Panel"), TowerBrook, and any person acting in concert with TowerBrook, is bound by the restrictions under Rule 2.8 of the Code.

Under Note 2 on Rule 2.8 of the Code, TowerBrook, and any person acting in concert with TowerBrook, reserves the right to set aside the restrictions in Rule 2.8 of the Code in the following circumstances:

• with the agreement or recommendation of the board of Team Internet;
• following the announcement of a firm intention to make an offer for Team Internet, by or on behalf of a third party;
• following the announcement by Team Internet of a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); and/or
• if there has been a material change of circumstances (as determined by the Takeover Panel).