THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF DUKE ROYALTY LIMITED.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

10 May 2022

Duke Royalty Limited

("Duke" or the "Company") (LON: DUKE)

PrimaryBid Offer

Further to the Company's recent announcement, Duke Royalty Limited, the AIM quoted provider of long-term alternative capital solutions to a diversified range of private, owner-managed SME businesses in Europe and abroad, is pleased to announce a conditional offer for subscription via PrimaryBid (the "PrimaryBid Offer") of up to 4,285,715 new ordinary shares of no par value in the Company ("New Ordinary Shares") at an issue price of 35 pence per New Ordinary Share (the "Issue Price"), being a discount of 9.7 per cent to the closing mid-price on 9 May 2022. The Company is also conducting a placing of new Ordinary Shares at the Issue Price by way of an accelerated bookbuild process (the "Placing") as announced today. Certain Directors and their related parties intend to subscribe for, in aggregate, 1,500,000 new Ordinary Shares in the Placing. A further announcement will be made in due course regarding their respective participations.

The PrimaryBid Offer and the Placing are conditional on the new Ordinary Shares to be issued pursuant to the PrimaryBid Offer and the Placing being admitted to trading on AIM ("Admission"). Admission is expected to take place at 8.00 a.m. on 27 May 2022. The PrimaryBid Offer will not be completed without the Placing also being completed.

The Company will use the net proceeds raised from the PrimaryBid Offer and the Placing to invest further capital into existing Royalty Partners deploying a buy and build acquisition strategy, and new opportunities.

Neil Johnson, CEO of the Company said:

"Over recent months, we have been focused on executing on the exciting growth opportunities presented by our existing Royalty Partners who continue to benefit from the flexible capital solution that we offer. The Fundraising means that we can facilitate several of our Royalty Partners in pursuing their buy and build acquisition strategies, while also looking to build our new royalty partners within our pipeline.

As we reported in our Q4 trading update, normalised cash revenue for Q1 FY2023 is expected to be £5.0 million, a significant increase year-on-year, and the board remains confident that trading results for the full year ending 31 March 2022 will be in line with market guidance. This fundraise is intended to fuel further growth and diversification, adding to the high yielding dividend we already provide our investors with exposure to. With this in mind, we are delighted to invite other investors to participate alongside institutions through the PrimaryBid Offer."

PrimaryBid Offer

The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the PrimaryBid Offer by applying exclusively through the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The PrimaryBid Offer, via the PrimaryBid mobile app, will be open to individual and institutional investors immediately following the release of this announcement. The PrimaryBid Offer will close on 10 May 2022. The PrimaryBid Offer may close early if it is oversubscribed.

The Company in consultation with PrimaryBid reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the PrimaryBid Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid.  It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or email PrimaryBid at [email protected]. 

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

For further information, please visit www.dukeroyalty.com or contact:

Details of the PrimaryBid Offer

The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the PrimaryBid Offer. The Company is therefore making the PrimaryBid Offer available exclusively through the PrimaryBid mobile app.

The PrimaryBid Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority. The PrimaryBid Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £250 per investor under the terms of the PrimaryBid Offer which is open to existing shareholders and other investors subscribing via the PrimaryBid mobile app.

For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the PrimaryBid Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt.