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Disclosure under Rule 2.10(c) of the Code

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CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH

JURISDICTION.

RECOMMENDED ACQUISITION

of

THE CITY PUB GROUP PLC

("City Pubs")

by

YOUNG & CO.'S BREWERY, P.L.C.

("Young's")

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Update on the irrevocable undertaking given by Otus Capital Management Limited

On 16 November 2023 the boards of City Pubs and Young's made an announcement pursuant to Rule 2.7 of the Code (the "2.7 Announcement") that they had reached agreement on the terms and conditions of a recommended offer pursuant to which Young's will acquire the entire issued and to be issued ordinary share capital of City Pubs (the "Transaction"), intended to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.

As set out in Appendix 3 of the 2.7 Announcement, Young's had received certain irrevocable undertakings to amongst other things, exercise or procure the exercise of (as applicable) all voting rights to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or to accept, or procure the acceptance of the Offer (if the Transaction is implemented as an Offer)).

The irrevocable undertaking given by Otus Capital Management Limited ("Otus") related to an aggregate number of 11,580,837 City Pubs Shares, representing approximately 11.1 per cent. of the issued ordinary share capital of City Pubs as at the Last Practicable Date (the "Otus Irrevocable Undertaking").

On 6 December 2023, Otus announced that they had sold 1,599,783 City Pubs Shares subject to the Otus Irrevocable Undertaking. As a result of the sale, the Otus Irrevocable Undertaking now applies in respect of the 9,981,054 City Pubs Shares held by Otus, representing approximately 9.54 per cent. of the issued ordinary share capital of City Pubs as at the close of business on 5 December 2023 (being the latest practicable date prior to the date of this announcement).

Therefore, the total number of City Pubs Shares which are subject to irrevocable undertakings and a letter of intent received by Young's in relation to City Pubs Shares is 32,307,858, representing approximately 30.9 per cent. of the issued ordinary share capital of City Pubs as at the close of business on 5 December 2023 (being the latest practicable date prior to the date of this announcement).

Disclaimers

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority, is acting as financial adviser exclusively for Young's and no one else in connection with the Transaction and will not be responsible to anyone other than Young's for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in relation to the Transaction or any other matters referred to in this announcement.

Dealing and Opening Position Disclosure requirements

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

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