Company Announcements

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

8 April 2021

Sanne Group PLC

("Sanne" or the "Company")

Results of Placing

Sanne, the global provider of alternative asset and corporate services, is pleased to announce the successful completion of the placing announced on 7 April 2021 (the "Placing").

A total of 12,429,021 new ordinary shares in the Company (the "Placing Shares"), representing approximately 8.4 per cent. of the existing issued share capital of the Company, have been placed by Jefferies International Limited ("Jefferies") and J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan") at a price of 640 pence per Placing Share, raising gross proceeds of c.£79.5 million (before expenses). The placing price of 640 pence per Placing Share represents a discount of 4.2 per cent. to the closing price of 668 pence on 7 April 2021 (being the latest practicable time prior to the announcement of the Placing).

The Placing Shares will, when issued, be subject to the Company's articles of association. They will be credited as fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares in issue in the capital of the Company, including the right to receive all future dividends and other distributions declared, made or paid on or in respect of such ordinary shares after the date of issue of the Placing Shares. The issue and allotment of the Placing Shares is within the existing authorities of the Board of Sanne.

Application has been made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the main market for listed securities of the London Stock Exchange plc ("LSE") (together, "Admission"). Subject to Admission becoming effective, it is expected that settlement for the Placing Shares and Admission will take place at 8.00 a.m. on 12 April 2021 and that dealings in the Placing Shares will commence at that time. The Placing is conditional, inter alia, upon Admission becoming effective not later than 8.00 a.m. on 12 April 2021 (or such later date as the Company, Jefferies and J.P. Morgan may otherwise agree) and upon the Placing Agreement becoming unconditional and not being terminated in accordance with its terms prior to Admission.

Separately, in relation to the acquisition of STRAIT as announced by the Company on 7 April 2021 and the completed acquisition of Private Equity Administrators Group which was announced on 7 December 2020, Sanne announces that application has been made for 1,170,887 ordinary shares in the Company which are to be issued as consideration for the acquisitions (the "Consideration Shares"), to be admitted to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE (together, "Consideration Admission"). It is expected that Consideration Admission will take place at 8.00 a.m. on 9 April 2021 and that dealings in the Consideration Shares will commence at that time.

Following Admission of the Placing Shares and Consideration Shares becoming effective, the Company will have 162,277,287 ordinary shares of £0.01 each in issue, of which 98,533 are held in treasury. Therefore, following Admission of the Placing Shares and Consideration Shares, the total number of voting rights in the Company will be 162,178,754 (the "Voting Rights Figure"). This Voting Rights Figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their voting rights interest, or a change to that interest, in the Company under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the announcement of the Placing by the Company released at 4.36 p.m. on 7 April 2021.

Enquiries:

Tulchan Communications LLP                                                                                     +44 (0) 20 7353 4200

Tom Murray

Harry Cameron

Sanne Group plc                                                                                                             +44 (0) 20 3327 9720

Martin Schnaier, Chief Executive Officer

James Ireland, Chief Financial Officer

Jefferies - Global Coordinator and Bookrunner                                                       +44 (0) 20 7029 8000

Simon Hardy

Lee Morton

William Brown

J.P. Morgan - Global Coordinator and Bookrunner                                                 +44 (0) 20 7742 4000

Nicholas Hall

Edward Digby

Ravin Mehta

IMPORTANT NOTICE

THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.  THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES.  THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.  NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

Neither this announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Australia, Japan, or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Japan or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States.  The Placing Shares are being offered and sold (a) outside the United States in "offshore transactions" as defined in, and pursuant to, Regulation S under the US Securities Act ("Regulation S") or (b) in the in the United States only to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A of the US Securities Act) in transactions not involving any "public offering" within the meaning of Section 4(a)(2) of the US Securities Act and/or pursuant to an exemption from the registration requirements of the US Securities Act or (c) to persons resident in Canada who (i) qualify as an "accredited investor" within the meaning of Section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the Canadian Securities Administrators or subsection 73.3(1) of the Securities Act (Ontario), as applicable, and are either purchasing the Placing Shares as principal for its own account, or are deemed to be purchasing the Placing Shares as principal for its own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) are not created or used solely to purchase or hold the Placing Shares as an accredited investor under NI 45-106; (iii) qualify as a "permitted client" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions And Ongoing Registrant Obligations of the Canadian Securities Administrators; and (iv) are entitled under applicable Canadian securities laws to purchase the Placing Shares without the benefit of a prospectus under such securities laws. There is no intention to conduct any public offering of securities in the United States or elsewhere.

Notice to all investors

Jefferies is authorised and regulated in the United Kingdom by the FCA. J.P. Morgan is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the FCA and the PRA. Each of the Banks are acting exclusively for the Company in connection with the Placing. Neither Bank will regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing or any transaction, matter or arrangement described in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon either Bank by FSMA or the regulatory regime established thereunder, neither Bank nor any of their respective affiliates, directors, officers, employees, agents or advisers accepts any responsibility whatsoever, and no representation or warranty, express or implied, is made or purported to be made by any of them, or on their behalf, for or in respect of the contents of this Announcement, including its accuracy, completeness, verification or sufficiency, or concerning any other document or statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares, the Placing, and nothing in this Announcement is, or shall be relied upon as, a warranty or representation in this respect, whether as to the past or future. Each of the Banks and each of their respective affiliates directors, officers, employees, agents and advisers disclaim, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this Announcement or any such statement.

No person has been authorised to give any information or to make any representations other than those contained in this Announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or either Bank. Subject to the Listing Rules, the Prospectus Regulation Rules and the Disclosure Guidance and Transparency Rules of the FCA, the issue of this Announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Announcement or that the information in it is correct as at any subsequent date.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (B) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "MiFID II Target Market Assessment"). Notwithstanding the MiFID II Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The MiFID II Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the target market assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties.