Results of Placing and Open Offer

15 December 2016

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Sanne Group plc ("Sanne" or the "Company")

Results of Placing and Open Offer

On 30 November 2016, Sanne announced details of a Firm Placing and Placing and Open Offer to raise gross proceeds of approximately £94.5 million through the issue of 19,286,860, Capital Raising Shares at a price of 490 pence per share, with 11,572,100 Firm Placing Shares to be issued through the Firm Placing and 7,714,760 Open Offer Shares to be issued through the Placing and Open Offer.

The Open Offer closed for acceptances at 11.00 a.m. on 14 December 2016. Sanne is pleased to announce that it has received valid acceptances under the Open Offer in respect of 5,480,675 Open Offer Shares from Qualifying Shareholders. This represents approximately 71.04 per cent. of the Open Offer Shares. Qualifying Shareholders who have validly applied for Open Offer Shares will receive their full application up to their Open Offer Entitlement.

The Firm Placing and Placing and Open Offer remain conditional, inter alia, upon the Resolutions being passed at the General Meeting to be held at 11:30 a.m. on 16 December 2016. It is expected that Admission of the Capital Raising Shares will become effective and that dealings in the Capital Raising Shares will commence at 8.00 a.m. on 19 December 2016 on the main market of the London Stock Exchange. Sanne expects to announce the results of the General Meeting as soon as practicable on 16 December 2016 after the meeting concludes.

Capitalised terms not otherwise defined in the text of this announcement have the meanings given to them in the Company's combined circular and prospectus dated 30 November 2016.

Enquiries:

IMPORTANT NOTICES

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SECURITIES IN AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA AND THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSITUTE AN OFFER TO BUY OR TO SUBSCRIBE FOR, OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, CAPITAL RAISING SHARES OR CONSIDERATON SHARES OR ANY OTHER SECURITIES IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION IS UNLAWFUL. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS AND THEREFORE PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS OR APPLICABLE REQUIREMENTS. FAILURE TO COMPLY WITH ANY SUCH RESTRICTION OR APPLICABLE REQUIREMENTS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

In particular, none of the New Ordinary Shares have been nor will be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or with any regulatory authority or under the applicable securities laws of any state or other jurisdiction of the United States or qualified for distribution under any applicable securities laws outside of the United Kingdom. None of the New Ordinary Shares may be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, in the United States (as defined in Rule 902 under Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of the states of the United States. There will be no public offer of the New Ordinary Shares in the United States. Neither the New Ordinary Shares, the Form of Proxy, the Combined Prospectus nor any other document connected with the arrangements described in this announcement nor the Combined Prospectus have been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, nor have any of the foregoing authorities or any securities commission passed comment upon or endorsed the merits of the offering and/or allotment and issue of the New Ordinary Shares, the Form of Proxy or the accuracy or adequacy of the Combined Prospectus or any other document connected with the Capital Raising or the Combined Prospectus, including this announcement. Any representation to the contrary is a criminal offence in the United States. Recipients of this announcement may not reproduce or distribute this announcement, in whole or in part, and may not disclose any of the contents of this announcement.

Investec Bank plc ("Investec") has been appointed as sponsor, financial adviser, bookrunner and broker to the Company. Investec is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA and is acting exclusively for the Company and no one else in connection with the arrangements described in this announcement and the Combined Prospectus, and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the arrangements described in this announcement or the Combined Prospectus and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the arrangements described in the Combined Prospectus or any other transaction or arrangement referred to in this announcement. Investec and its affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company for which they would have received customary fees.

Apart from the responsibilities and liabilities, if any, that may be imposed on Investec by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Investec accepts no responsibility whatsoever for, and makes no representation or warranty, express or implied, as to the contents of, this announcement or the Combined Prospectus or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Capital Raising Shares, the Consideration Shares or the arrangements described in this announcement or the Combined Prospectus and nothing in this announcement or the Combined Prospectus will be relied upon as a promise or representation in this respect, whether or not to the past or future. Investec accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or the Combined Prospectus or any such statement.

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 Investec or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser. If you are in any doubt as to the action you should take, you are recommended to seek immediately your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom, the EU Market Abuse Regulation and the Disclosure Guidance Rules and Transparency Rules of the Financial Conduct Authority and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.