Response to CFE’s Final Cash Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

For immediate release

16 March 2022

CIP MERCHANT CAPITAL LIMITED

("CIP" or the "Company")

Response to CFE's Final Cash Offer

The Board of CIP notes the announcement made by Corporation Financière Européenne S.A. ("CFE") earlier today increasing the price of its hostile, mandatory cash offer from 55 pence to 60 pence per share for the Ordinary Shares in CIP not already held by CFE (or any persons acting in concert with it) and declaring such increased offer to be a final offer (the "Final Offer").

The Board, having consulted with Strand Hanson as to the financial terms of the Final Offer, continues to believe that the Final Offer still undervalues CIP and its future prospects. Accordingly, the Directors unanimously recommend that shareholders reject the Final Offer.

The Board further notes the low level of acceptances received by CFE in respect of its original Offer, being in respect of 686,383 Ordinary Shares representing approximately 1.25 per cent. of CIP's issued share capital (as at 3.00 p.m. on 14 March 2022, being the latest acceptance level update announced by CFE on 15 March 2022), which the Board believes serves to demonstrate the unattractiveness of CFE's Offer to CIP's shareholders. Furthermore, the Board believes that, for the reasons set out in the Defence Circular sent to Shareholders on 14 February 2022, this Final Offer will be similarly unattractive.

A further announcement, setting out the Board's rationale for rejecting the Final Offer, will be made shortly, and a further response circular setting out the reasons for the Board's unanimous and unequivocal rejection of the Final Offer will also be posted to shareholders following publication of CFE's final offer document in respect of the Final Offer.

In the meantime, the Directors strongly advise Shareholders to take no action in relation to the Increased Offer and advise all Shareholders not to sign any document sent to them by CFE or its advisers.

Any Shareholders wishing to contact the Board with regard to the Final Offer are welcome to do so and are advised to contact the Company via the Company's Fund Administrator at [email protected].

This announcement has been made without the prior consent of CFE.

Terms and definitions used in this announcement shall have the same meanings as ascribed to them in the Company's Defence Circular of 14 February 2022.

Enquiries:

Additional information

The information contained in this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 (which applies in the United Kingdom by operation of the European Union (Withdrawal) Act 2018 (as amended)). The person responsible for arranging release of this announcement on behalf of CIP is Adrian Collins.

Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser, nominated adviser and broker to CIP and no-one else in relation to the Final Offer and/or other matters described in this announcement and will not be responsible to anyone other than CIP for providing the protections afforded to clients of Strand Hanson nor for providing advice in relation to the Final Offer, the contents of this announcement or any other matter referred to herein. Neither Strand Hanson nor any of its subsidiaries, branches or 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 Strand Hanson in connection with the Final Offer, this announcement, any statement contained herein or otherwise.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available on CIP's website at: www.cipmerchantcapital.com (subject to certain restrictions relating to persons resident in restricted jurisdictions) by no later than 12 noon (London time) on 17 March 2022. For the avoidance of doubt, the content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available on CIP's website at: www.cipmerchantcapital.com (subject to certain restrictions relating to persons resident in restricted jurisdictions) by no later than 12 noon (London time) on 1415 February 2022. For the avoidance of doubt, the content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Availability of hard copies

Shareholders may request hard copies of any document published on the Company's website in connection with the Offer and Final Offer by contacting the Company's registrar at: Computershare Investor Services (Guernsey) Limited, 13 Castle Street, St Helier, Jersey JE1 1ES (telephone number: +44 (0)370 707 4040 or email: [email protected]). Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Final Offer should be in hard copy form.