Disposal of remaining holding in Royal Mail plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

13 October 2015 

Secretary of State for the Department for Business, Innovation & Skills ("BIS")

Disposal of remaining shareholding in Royal Mail plc

Further to its announcement on 12 October 2015, BIS announces the successful completion of the disposal of approximately 13% of the issued share capital in Royal Mail plc (the "Company"), held by Postal Services Holding Company Limited ("PSHC"), on behalf of Her Majesty's Government ("Government"). The disposal was effected by way of a Placing (the "Placing") of shares (the "Placing Shares") using an accelerated bookbuilding process to institutional investors.

The Placing Price was 455 pence per share. As a result, the proceeds from the sale of the Placing Shares will be £591.1 million.

Separately, arrangements are being made for the Government's final 1% shareholding (10 million shares) to be gifted to Royal Mail's eligible UK employees, which will mark the disposal of 100% of the Government's ownership of Royal Mail.

BofA Merrill Lynch, Goldman Sachs International and J.P. Morgan Securities plc acted as joint bookrunners in connection with the Placing.

Rothschild acted as capital markets adviser. Freshfields Bruckhaus Deringer LLP acted as legal counsel to BIS and PSHC in respect of English and United States law.

BIS communications: Andy Aston, BIS Press Office, tel: 020 7215 6963

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The Placing has been completed.

This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities of the Company in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer of solicitation is unlawful. The shares sold pursuant to the Placing have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or under any securities laws of any state or jurisdiction of the United States and may not be offered or sold in the United States absent registration or an exemption from registration. There was no public offering of securities in the United States.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly in or into the United States, Canada, Australia or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese securities laws.

Goldman Sachs International, J.P. Morgan Securities plc and Merrill Lynch International (the "Joint Bookrunners") and N M Rothschild & Sons Limited ("Rothschild" or the "Adviser"), which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, are acting on behalf of BIS and PSHC and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of their respective clients or for providing advice to any other person in relation to any offering of the Placing Shares. None of the Joint Bookrunners nor the Adviser will regard any other person as its client in relation to the offering of the Placing Shares. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Joint Bookrunners, the Adviser or by any of their respective affiliates or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with BIS, PSHC, the Company, the Placing Shares, the Placing or any of arrangements described herein, and any liability therefor is expressly disclaimed.