Company Announcements

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FOR IMMEDIATE RELEASE

Ei Group plc
CMA Initial Decision Announcement
6 December 2019

Recommended Cash Acquisition

of

Ei Group plc

by

Stonegate Pub Company Bidco Limited

(a wholly-owned subsidiary of Stonegate Pub Company Limited)
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006

Ei Group plc ("EIG") welcomes today's announcement by the Competition and Markets Authority ("CMA") of its initial decision that the proposed acquisition by Stonegate Pub Company Bidco Limited of EIG does not raise UK-wide competition concerns and that the acquisition will be cleared if local concerns are overcome.  As invited by the CMA, the parties will put proposals to the CMA to address the concerns that it has raised.  The parties are confident that these proposals will enable the transaction to be approved by the CMA without a Phase 2 referral and our expectation remains that the transaction will complete in the first quarter of 2020. Further announcements will be made in due course.

Defined terms not otherwise defined in this announcement shall have the meaning given to them in the Scheme Document published by EIG on 15 August 2019, a copy of which is available on the EIG website at www.eigroupplc.com/investors.

Important notices

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority (the "PRA"). It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and the Financial Conduct Authority (the "FCA"). Details about the extent of its authorisation and regulation by the PRA, and regulation by the FCA, are available on request. Deutsche Bank, acting through its London branch ("Deutsche Bank"), is acting as joint corporate broker and financial adviser to EIG and no other person in connection with the contents of this announcement. Neither Deutsche Bank, nor any of its subsidiaries, branches or affiliates will be responsible to any person other than EIG for providing any of the protections afforded to clients of Deutsche Bank nor for providing advice in relation to any matters referred to in this announcement. Neither Deutsche Bank, nor any of its subsidiaries, branches or affiliates, nor any of its or their respective directors, officers or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Bank in connection with this announcement, any statement contained herein, or otherwise.

N.M. Rothschild and Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to EIG and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than EIG for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting as joint corporate broker exclusively for EIG and no one else in connection with the Acquisition and the other matters referred to in this announcement and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than EIG for providing the protections afforded to clients of Numis, nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Publication on website

This announcement and the documents required to be published pursuant to Rule 26 of the Code will be made available, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on EIG's website at www.eigroupplc.com and on Stonegate's website at www.stonegatepubs.com by no later than 12.00 noon on the Business Day following the date of publication of this announcement. For the avoidance of doubt, save as expressly referred to in this announcement, the contents of those websites are not incorporated into and do not form part of this announcement.