Completion of Bookbuild

Further to its announcement yesterday in relation to a Capital Raising (the "Capital Raise Announcement"), Videndum plc (the "Company") is pleased to announce the completion of the Bookbuild for the Firm Placing and conditional Placing of Open Offer Shares.

Defined terms in this announcement shall have the meaning ascribed to them in the Capital Raise Announcement unless otherwise specified.

Pursuant to the Firm Placing and Placing and Open Offer, a total of 46,870,787 New Ordinary Shares will be issued at the Offer Price of 267 pence per New Ordinary Share (subject to the conditions noted below), raising gross proceeds of approximately £125 million. The Offer Price of 267 pence per New Ordinary Share represents a discount of 3.3% to the Closing Price of 276 pence per Ordinary Share on 20 November 2023.

The New Ordinary Shares will rank pari passu in all other respects with the Ordinary Shares currently in issue.

Result of the Firm Placing and the Placing

28,122,472 New Ordinary Shares ("Firm Placed Shares") have been placed under the Firm Placing. 18,748,315 New Shares ("Placing Shares") have been placed under the Placing, subject to clawback to satisfy valid applications by Qualifying Shareholders under the terms of the Open Offer. The Firm Placed Shares are not subject to clawback and are not part of the Placing and Open Offer.

Open Offer

The Open Offer will open today with Qualifying Shareholders having an Open Offer Entitlement of 2 Open Offer Shares for every 5 Existing Ordinary Shares registered in the name of the relevant Qualifying Shareholder on the Record Date (and so in proportion to any other Existing Ordinary Shares then held) on the terms and subject to the conditions set out in the Prospectus (and in the case of Qualifying Non-CREST Shareholders, the Application Form which will accompany the Prospectus). Open Offer Entitlements are expected to be credited to stock accounts in CREST (for Qualifying CREST Shareholders only) as soon as practicable after 8.00 a.m. on 22 November 2023. The Open Offer is expected to close at 11:00 a.m. on 6 December 2023.

Further details on the Open Offer are included in the Prospectus.

Related Party Transactions

Major Shareholders

Alantra is a related party of the Company for the purposes of the Listing Rules as it is a substantial shareholder of the Company which is entitled to exercise, or control the exercise of, 21.14% of the votes able to be cast at general meetings of the Company (as at the Latest Practicable Date).

The maximum amount to be paid by Alantra for the New Ordinary Shares to be issued pursuant to the Capital Raising is approximately £30 million. Accordingly, the issue of such New Ordinary Shares to Alantra is a transaction of sufficient size to require Shareholder approval under the Listing Rules as Alantra is a related party, which will be sought at the General Meeting (Alantra and its affiliates will not vote on this resolution).

The rules regarding related party transactions under paragraphs 11.1.7R to 11.1.10R of the Listing Rules do not apply to any New Ordinary Shares issued to Alantra as a result of it taking up its Open Offer Entitlements. Such rules are, however, applicable to any New Ordinary Shares issued to Alantra pursuant to the Firm Placing and Placing, the maximum amount to be paid by Alantra for such New Ordinary Shares being approximately £30 million.

Directors

Each Director is a related party of the Company for the purposes of the Listing Rules. In connection with the Capital Raising, each of the Directors has agreed to subscribe for additional Ordinary Shares, which amount to 459,167 Ordinary Shares in aggregate, at the Offer Price, pursuant to direct subscription agreements with the Company, conditional upon Admission.

The subscriptions by the Directors pursuant to the Director and Senior Management Subscriptions are exempt in each case from the rules regarding related party transactions under chapter 11 of the Listing Rules due to the size of each Director and Senior Management Subscription relative to the Company's market capitalisation. None of the Directors intend to take part in either the Firm Placing or the Placing and Open Offer.

The Prospectus has been published by Videndum plc and will be sent to Shareholders that have elected to receive hard copies of such shareholder documentation as soon as practicable and a copy is available on the Company's website at https://videndum.com/investors/proposed-equity-raise/.

Notice to all investors

In the event that the Joint Global Co-ordinators acquire New Shares which are not taken up by Qualifying Shareholders (as defined in the Prospectus), the Joint Global Co-ordinators may co-ordinate disposals of such shares in accordance with applicable law and regulation. Except as required by applicable law or regulation, the Joint Global Co-ordinators and their respective affiliates do not propose to make any public disclosure in relation to such transactions.

Information to distributors