REG-Castelnau Group Ltd: Results of Issue

CastelnauAnnouncement

05/05/2023 08:15

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5 May 2023

Castelnau Group Limited

Results of Issue

On 1 February 2023, Castelnau Group Limited (“Castelnau” or the
“Company”) published a prospectus (as amended by a supplementary
prospectus published by the Company on 4 April 2023) (the “Prospectus”)
containing details of a proposed placing of new ordinary shares (the
“Placing”) to raise proceeds for the Company’s funding obligations in
respect of the recommended cash offer (the “Takeover Offer”) for Dignity
Plc by Yellow (SPC) Bidco Limited (“Bidco”), a newly formed company
indirectly owned or controlled by a consortium comprised of joint offerors
SPWOne V Limited, Castelnau and Phoenix Asset Management Partners Limited. The
Company is pleased to announce that it has raised gross proceeds of £56.6
million through the Placing of an aggregate of 75,461,138 new ordinary shares
("Ordinary Shares").  The Placing was well supported by both existing
shareholders of the Company as well as new investors.

A further 26,727,844 Ordinary Shares will be issued in connection with the
Takeover Offer to those Dignity Shareholders who opted for the Listed Share
Alternative. In addition, 32,442,737 Ordinary Shares are to be issued pursuant
to the Consortium Rollover as described in the Prospectus. The aggregate
number of new Ordinary Shares to be issued pursuant to the Placing, Takeover
Offer and Consortium Rollover will be 134,631,719.

Application has been made for the admission (“Admission”) of 134,631,719
Ordinary Shares to trading on the Specialist Fund Segment of the Main Market
of the London Stock Exchange, with Admission expected to take effect from 8.00
a.m. on 10 May 2023.

Following Admission, the Company’s issued share capital will consist of
318,627,778 Ordinary Shares, with no shares held in treasury.  Therefore, the
total number of shares with voting rights in the Company will be 318,627,778.
This figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in the Company under the FCA's
Disclosure Guidance and Transparency Rules.

Except where the context requires otherwise, defined terms in this
announcement shall have the meanings given to them in the Prospectus. A copy
of the Prospectus is available on the Company’s website
at www.castelnaugroup.com, subject to certain access restrictions.

Graham Shircore, CEO for Castelnau at Phoenix Asset Management Partners
Limited, commented:

“We are pleased with the result of the placing in what is a difficult market
environment. We welcome the new shareholders in Castelnau, who have either
subscribed for new shares or exchanged their Dignity shares, and thank
existing holders who have added to their investment. We think this acquisition
will add substantial value per share to Castelnau Group and we are now focused
on demonstrating that value and justifying your trust in us.”

- Ends –

Enquiries

 Phoenix Asset Management Limited                                                                                                                
 +44 (0) 208 600 0100                                                                                                                            
                                                                                                                                                 
 Gary Channon Steve Tatters                                                                                                                      
 Liberum Capital Limited (Financial adviser and sole bookrunner to Castelnau)                                                                    
 +44 (0) 20 3100 2222                                                                                                                            
                                                                                                                                                 
 Darren Vickers Owen Matthews Will King                                                                                                          
 Morgan Stanley (Financial adviser to Bidco)  +44 (0) 20 7425 8000  Laurence Hopkins Richard Brown Anusha Vijeyaratnam   Citigate Dewe Rogerson  
 +44 (0) 20 7638 9571                                                                                                                            
 Caroline Merrell Toby Moore                                                                                                                     

Notes

The Company’s LEI is: 213800PED8RFUBMK1T64.

A copy of this announcement will be available on the Company's website at
www.castelnaugroup.com. Neither the content of the Company's website, nor the
content on any website accessible from hyperlinks on its website for any other
website, is incorporated into, or forms part of, this announcement nor, unless
previously published by means of a recognised information service, should any
such content be relied upon in reaching a decision as to whether or not to
acquire, continue to hold, or dispose of, securities in the Company.



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