Exercise of Over-Allotment Option

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.

 6 March 2020

Calisen plc

Exercise of Over-Allotment Option

Further to its announcement on 7 February 2020 relating to its initial public offering (the "Offer"), Calisen plc (the "Company") is pleased to announce today that Citigroup Global Markets Limited, as stabilising manager, has partially exercised the over-allotment option granted by KKR Evergreen Aggregator L.P. (an entity indirectly controlled by funds advised by Kohlberg Kravis Roberts & Co. L.P.) and the Company (as agent for and on behalf of certain management selling shareholders) in respect of 3,588,538 ordinary shares in the Company (the "Over-allotment Shares"). The Over-allotment Shares will be sold at the offer price of 240 pence per ordinary share.

Including the exercise of the over-allotment option, the total size of the Offer was 140,583,782 ordinary shares, in total representing 25.65% of the 547,980,973 ordinary shares of the Company currently in issue.

Disclaimer

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan 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 is for information purposes only and 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 or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

This announcement is addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129, as amended) ("Qualified Investors"). In the United Kingdom, this announcement is being distributed only to, and is directed only at Qualified Investors who are, (i) persons who have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) who are high net worth bodies corporate, unincorporated associations and partnerships or the trustees of high value trusts falling within Article 49(2)(a) to (d) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). If you are not a Qualified Investor or a Relevant Person, you should not act upon, or rely on, this announcement.

The securities referred to herein may not be offered or sold, directly or indirectly, in the United States unless registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or 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 or Japan. There will be no public offer of the ordinary shares in the United States, Australia, Canada or Japan. Subject to certain exceptions, the ordinary shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.