Announcement of offer price

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

This announcement is an advertisement and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan, Australia or South Africa. Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") expected to be published by Poundland Group plc (the "Company") in due course in connection with the proposed admission of its ordinary shares (the "Shares") to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). A copy of the Prospectus will, following publication, be available for inspection from the Company's website at www.Poundlandcorporate.com. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. References in this announcement to "Poundland" or the "Group" mean the Company together with Poundland Group Holdings Limited and its consolidated subsidiaries and subsidiary undertakings following a pre-IPO reorganisation (as described in the Prospectus).

For immediate release

12 March 2014

Poundland Group plc

Initial Public Offering - Announcement of offer price

Poundland Group plc, the leading UK single price value retailer, today announces the successful pricing of its initial public offering (the "Offer") of 125,000,000 Shares at 300 pence per Share (the "Offer Price").

· Based on the Offer Price, the market capitalisation of the Company will be £750 million

· The Offer is expected to raise gross proceeds of £375 million assuming no exercise of the over-allotment option, and £431 million assuming exercise in full of the over-allotment option

· Selling shareholders comprise funds advised by Warburg Pincus (the "Warburg Pincus Funds") and certain Directors, members of senior management, the ESOP trustee and other individuals. The Company will not receive any proceeds from the Offer

· At Admission the Company will have 250,000,000 Shares in issue with a free float of 50.0% assuming no exercise of the over-allotment option and 57.5% assuming exercise in full of the over-allotment option

· Following the Offer, the Warburg Pincus Funds will own 37.9% of the Company assuming no exercise of the over-allotment option and 30.4% assuming exercise in full of the over-allotment option. Poundland Directors and members of senior management will own 10.2% of the Company

· Conditional dealings will commence on the London Stock Exchange at 8.00 a.m. today under the ticker PLND

· Admission to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange and the commencement of unconditional dealings in the Shares are expected to take place at 8.00 a.m. on 17 March 2014

· As stabilisation manager on behalf of the syndicate, J.P. Morgan Cazenove has been granted an over-allotment option by the Warburg Pincus Funds of up to 18,750,000 existing Shares, representing up to 15 per cent. of the Shares comprising the base Offer

Commenting on today's announcement, Jim McCarthy, Chief Executive Officer of Poundland Group plc said:

"I'm very pleased to welcome our new shareholders to Poundland. The combination of a track record of delivering strong, profitable growth underpinned by a well-invested infrastructure and a compelling growth story has attracted overwhelming support for Poundland's IPO. We look forward to continuing to deliver, as a listed company, Poundland's mission to provide our customers with amazing value every day."

Poundland is the largest single price value general merchandise retailer in Europe by both sales and number of stores. Poundland opened its first store in 1990 and has grown to operate a network of over 500 stores across the UK and Ireland. Stores are located in convenient locations, typically with high footfall, across a mixture of high streets, shopping centres and retail parks. The Group offers a wide range of products across different categories with a mix of branded and own-label products.

The Group operates under the "Poundland" brand in the UK and its low cost, efficient business model is designed to offer customers amazing value every day at the single price point of £1. Poundland successfully entered Ireland in September 2011 under the "Dealz" brand, where it sells the vast majority of its products for €1.49.

In relation to the Offer and Admission, Credit Suisse Securities (Europe) Limited ("Credit Suisse") and J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), are acting as Joint Global Co-ordinators, Joint Sponsors and Joint Bookrunners. Canaccord Genuity Limited ("Canaccord Genuity") and Shore Capital Stockbrokers Limited ("Shore Capital") are acting as Co-Lead Managers. Rothschild (as defined below) is acting as Financial Adviser to the Company.

Full details of the Offer will be included in the Prospectus, expected to be published and available on the Company's website later today.

Enquiries

Joint Global Co-ordinators, Joint Sponsors and Joint Bookrunners

Co-lead managers

Financial adviser to the Company

Financial public relations

DISCLAIMERS

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Credit Suisse and J.P. Morgan Cazenove solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000, as amended.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the Prospectus to be published by the Company in due course in connection with the proposed admission of the Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities.

This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities referred to herein may not be offered or sold, directly or indirectly, in the United States unless registered under the US Securities Act of 1933, as amended (the "US Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. The offer and sale of securities referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. There will be no public offer of the Shares in the United States, Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa.

This announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified Investors"). In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom, and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, the Company does not undertake to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement.

Each of the Company, Credit Suisse, J.P. Morgan Cazenove, Canaccord Genuity, Shore Capital and N M Rothschild & Sons Limited ("Rothschild" and together, the "Banks") and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Any purchase of Shares in the proposed IPO should be made solely on the basis of the information contained in the final Prospectus. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.

The IPO timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the IPO. The value of Shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the IPO for the person concerned. Past performance cannot be relied upon as a guide to future performance.

Credit Suisse, J.P. Morgan Cazenove and Rothschild, each of which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, and Canaccord Genuity and Shore Capital, each of which is authorised and regulated by the Financial Conduct Authority, are acting exclusively for the Company and no-one else in connection with the IPO. They will not regard any other person as their respective clients in relation to the IPO and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the IPO, each of the Banks and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the IPO or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by any of the Banks and any of their affiliates acting as investors for their own accounts. In addition, certain of the Banks or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of Shares. None of the Banks intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of Banks or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In connection with the IPO, J.P. Morgan Cazenove, as stabilisation manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. J.P. Morgan Cazenove is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on J.P. Morgan Cazenove or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the offer price. Save as required by law or regulation, neither J.P. Morgan Cazenove nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the IPO.

In connection with the IPO, J.P. Morgan Cazenove, as stabilisation manager, may, for stabilisation purposes, over-allot Shares up to a maximum of 15 per cent. of the total number of Shares comprised in the IPO. For the purposes of allowing it to cover short positions resulting from any over-allotments and/or from sales of Shares effected by it during the stabilisation period, certain existing shareholders will grant to J.P. Morgan Cazenove an option (the "Over-allotment Option") pursuant to which J.P. Morgan Cazenove may require such existing shareholders to sell additional Shares (the "Over-allotment Shares") at the offer price. The Over-allotment Option will be exercisable in whole or in part, upon notice by J.P. Morgan Cazenove, for 30 calendar days after the commencement of conditional trading of the Shares on the London Stock Exchange. Any Over-allotment Shares sold by J.P. Morgan Cazenove will be sold on the same terms and conditions as the Shares being sold or issued in the IPO and will form a single class for all purposes with the other Shares. Save as required by law or regulation, neither J.P. Morgan Cazenove nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the IPO.

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.