TIDMALD

RNS Number : 0842Z

Deutsche Bank AG London

10 March 2017

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

PLACING OF 51,700,000 ORDINARY SHARES IN ALDERMORE GROUP PLC (THE "COMPANY") BY ANACAP FUNDS

10 March 2017

Further to the announcement released yesterday, AnaCap Financial Partners L.P., AnaCap Financial Partners II, L.P., AnaCap Derby Co-investment (No. 1) L.P. and AnaCap Derby Co-investment (No. 2) L.P., (together "AnaCap Funds" or "the Selling Shareholders") announce that they have sold an aggregate of 51,700,000 ordinary shares in the capital of the Company at a price of 220 pence per share (the "Placing"). AnaCap Funds raised gross sale proceeds of approximately GBP113.7 million through the Placing. Following closing of the Placing, the AnaCap Funds will be interested in approximately 25% of the Company's issued ordinary share capital of 344,739,584 ordinary shares.

Any of the Company's ordinary shares held by the AnaCap Funds which are not sold in the Placing will be subject to a 90-day lock-up (subject to customary exceptions). The proceeds of the Placing are payable in cash on usual settlement terms, and closing of the Placing is expected to occur on 220 pence, subject to the satisfaction or waiver of certain customary conditions.

Deutsche Bank AG, London Branch ("Deutsche Bank") and RBC Europe Limited (trading as "RBC Capital Markets") are acting as Joint Bookrunners in connection with the Placing. Lazard & Co., Limited ("Lazard") is acting as financial adviser to the AnaCap Funds in connection with the Placing.

Aldermore Group PLC will not receive any proceeds from the Placing.

Enquiries:

Deutsche Bank AG, London Branch

Frank Kennedy +44 (0)20 7545 8000

RBC Capital Markets +44 (0)20 7653 4000

Darrell Uden

Martin Frowde

Duncan Smith

Lazard +44 (0)20 7187 2000

Charlie Foreman

Daniel Muldoon

Important Notice

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer of, or the solicitation of an offer to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer or solicitation is unlawful.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the applicable securities laws of any state or other jurisdiction of the United States, Canada, Australia, South Africa or Japan. The Placing Shares may not be offered or sold in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere. The Company has not been registered under the US Securities Act.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of the Selling Shareholders, Deutsche Bank, RBC Europe Limited or any of their respective affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, 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), Canada, Australia, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, South African or Japanese securities laws.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Selling Shareholders, Deutsche Bank, RBC Europe Limited or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Selling Shareholders, Deutsche Bank, RBC Europe Limited to inform themselves about and to observe any applicable restrictions.

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. Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal Republic of Germany, Local Court of Frankfurt am Main, HRB No. 30 000; Branch Registration in England and Wales BR000005 and Registered Address: Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG, London Branch is a member of the London Stock Exchange. (Details about the extent of our 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/).

RBC Europe Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom.

Deutsche Bank and RBC Europe Limited are acting only for the Selling Shareholders in connection with the Placing and will not be responsible to anyone other than the Selling Shareholders for providing the protections offered to the clients of Deutsche Bank and RBC Europe Limited, nor for providing advice in relation to the Placing or any matters referred to in this announcement. Lazard, which is authorised and regulated by FCA, is acting exclusively for the AnaCap Funds and no one else in connection with the Placing and will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the AnaCap Funds for providing the protections afforded to its clients or for giving advice in relation to the Placing or the contents of this announcement or any transaction, arrangement or other matter referred to herein.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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March 10, 2017 02:00 ET (07:00 GMT)

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