Receipt of unsolicited proposal from ZPG plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, OR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

Gocompare.com Group plc

14 November 2017

Receipt of unsolicited proposal from ZPG plc

Following the ZPG plc ("ZPG") announcement on 14 November 2017, Gocompare.com Group plc ("GoCompare" or the "Company") confirms that on 8 November 2017 ZPG made an unsolicited approach regarding a potential acquisition of the Company for a consideration of 110p per GoCompare share in a combination of cash and shares (the "Proposal").

The Proposal followed an initial unsolicited approach by ZPG on 26 May 2017, which also valued GoCompare at 110p per share with the consideration wholly in ZPG shares. This was unanimously and unequivocally rejected by the Board of GoCompare which believed that it fundamentally undervalued the business and its prospects. Since May, GoCompare has delivered H1-2017 results which were ahead of expectations.

GoCompare confirms that, following discussion with the Board and its advisers, it unanimously and unequivocally rejected the Proposal received on 8 November 2017‎. The Board believes that the Proposal fundamentally undervalues GoCompare and does not reflect the strong ‎growth prospects of the Company.

The Proposal represented:

- a discount to the closing share price of 110.5p as recently as 11 October 2017, less than one month prior to the Proposal;

- only a 16% premium to the closing price of 95.0p on 7 November 2017 (being the day prior to receipt of the Proposal); and

- only a 5% premium to the 3 month volume weighted average share price as at 7 November 2017.

In the year since its demerger from esure Group plc, GoCompare has made significant progress, including:

- Transforming the talents and adaptability at all levels of the Company, through:

o investments in software engineering, data service and digital marketing;

o successful execution of a pipeline of organic and inorganic initiatives; and

o an accelerated software release cycle and faster business development;

- Significantly improving the efficiency of the business, increasing the H1-17 adjusted operating profit by 21.5% year on year, whilst achieving revenue growth of 4.1% year on year; and

- Making its first two strategic investments in Mortgage Gym and Souqalmal.com.

As stated on 18 October 2017, the Board is confident in GoCompare's prospects for the full year and confirms it is trading in line with the Board's prior expectations.

Sir Peter Wood, Chairman, commented‎:

"The Board and I are extremely pleased with the transformation of the business that the management team has delivered since the demerger. The continuing evolution into an entrepreneurial, innovation-focused technology company which we expect will create significant value for shareholders over the medium term by saving people everywhere time and money. ZPG's Proposal is highly opportunistic and fundamentally undervalues the Company and its prospects."

In accordance with Rule 2.6(a) of the Code, ZPG is now required, by not later than 5.00 pm on 12 December 2017, to either announce a firm intention to make an offer for GoCompare in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

This announcement is being made without the approval of ZPG.

There can be no certainty that a transaction will be forthcoming or as to its terms. GoCompare shareholders are strongly advised to take no action.

Enquiries:

Additional information

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority. 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 Prudential Regulation Authority and Financial Conduct Authority. Details about the extent of its authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority, are available on request or from www.db.com/en/content/eu_disclosures.htm.

Deutsche Bank AG, acting through its London branch ("DB London") is acting as financial adviser and corporate broker to GoCompare and no other person in connection with this announcement or any of its contents. DB London will not be responsible to any person other than GoCompare for providing any of the protections afforded to clients of DB London, nor for providing any advice in relation to the Proposal or any other matter referred to herein. Neither DB London 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 DB London in connection with this announcement, any statement contained herein or otherwise.

The information contained within this announcement is deemed by Gocompare Group plc to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purposes of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Additional information

The person responsible for arranging for the release of this announcement on behalf of GoCompare is Nick Wrighton.

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at www.gocomparegroup.com by no later than 12 noon London time on the business day following this announcement. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

In accordance with Rule 2.9 of the Code, GoCompare confirms that, as at the date of this announcement, it has 418,335,103 ordinary shares of £0.0002 each in issue and admitted to trading on the London Stock Exchange.

Gocompare.com Group plc is listed on the London Stock Exchange (GOCO)

 Registered Office: Imperial House, Imperial Way, Newport, Gwent, NP10 8UH

 Registered in England and Wales with registered number: 06062003

 LEI: 213800DUUN4C47JEL561

 ISIN: GB00BZ02Q916