Update on return of capital structure & timetable

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 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 SUCH JURISDICTION

LEI: 2138005C7REHURGWHW31

For immediate release

18 February 2022

River and Mercantile Group PLC ("RMG" or the "Company")

Update on Return of Capital structure and timetable for posting Scheme Document

On 25 January 2022, RMG and AssetCo plc ("AssetCo") announced that they had reached agreement on the terms and conditions of a recommended all-share acquisition by AssetCo of the entire issued and to be issued ordinary share capital of RMG not already beneficially owned by AssetCo (the "Firm Offer Announcement"). Capitalised terms used but not defined in this announcement have the meanings given to them in the Firm Offer Announcement.

As further detailed in the Firm Offer Announcement, the Acquisition is conditional on, among other things, RMG first returning to its shareholders £190 million of the net cash proceeds from the sale of its Solutions business, which completed on 31 January 2022. In the Firm Offer Announcement, the Independent RMG Directors stated that they proposed to implement the Return of Capital by means of either the B Share Scheme or the combination of the Tender Offer and the Tender Offer Special Dividend. Since the date of the Firm Offer Announcement, the Company has been working with its advisers and relevant authorities to finalise the structure for the Return of Capital.

Today, the Company announces that it intends to implement the Return of Capital by means of the B Share Scheme (subject to required regulatory and shareholder approvals and the satisfaction of the conditions to the Acquisition).

In order to allow the Return of Capital Circular to be posted to shareholders on or around the same date as the Scheme Document in relation to the Acquisition, and for the general meeting in relation to the Return of Capital to be held on or around the same date as the RMG shareholder meetings in relation to the Scheme, RMG and AssetCo have sought, and the Panel has granted, an extension to the 28-day deadline in paragraph 3(a) of Appendix 7 to the Takeover Code for the posting of the Scheme Document.

It is expected that the Scheme Document and the Return of Capital Circular, together with the associated forms of proxy, will be posted to shareholders by no later than 15 March 2022 (or such later date as the Company, AssetCo and the Panel may agree). The RMG shareholder meetings in relation to the Scheme and the general meeting in relation to the Return of Capital are expected to be held shortly thereafter.

Enquiries:

River and Mercantile Group PLC +44 (0) 20 3327 5100

Montfort Communications

Gay Collins +44 (0) 7798 626282

Nick Bastin +44 (0) 7931 500066

Lazard +44 (0) 20 7187 2000

Nick Millar

Fenchurch +44 (0) 20 7382 2222

Vincent Bounie

Jefferies +44 (0) 20 7029 8211

Paul Nicholls

Sam Barnett

Important information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdictions.

Communications adviser

Montfort Communications ("Montfort") is acting as financial public relations adviser to RMG and no one else in connection with the matters set out in this announcement. Montfort does not owe or accept any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person in connection with this announcement, any statement contained herein or otherwise.

Financial advisers and corporate broker

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser to RMG and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than RMG for providing the protections afforded to clients of Lazard nor for providing advice in relation to the matters set out in this announcement. Neither Lazard 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 Lazard in connection with this announcement, any statement contained herein or otherwise.

Fenchurch Advisory Partners LLP ("Fenchurch"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser to RMG and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than RMG for providing the protections afforded to clients of Fenchurch nor for providing advice in relation to the matters set out in this announcement. Neither Fenchurch 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 Fenchurch in connection with this announcement, any statement contained herein or otherwise.

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as corporate broker to RMG and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than RMG for providing the protections afforded to clients of Jefferies nor for providing advice in relation to the matters set out in this announcement. Neither Jefferies 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 Jefferies in connection with this announcement, any statement contained herein or otherwise.

Website

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