NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release

4 October 2022

GB Group plc ("GBG" or the "Company")

Response to Statement by GTCR

GBG notes the statement by GTCR LLC ("GTCR") that it is no longer evaluating a possible offer for GBG and that it is consequently bound by the restrictions under Rule 2.8 of the City Code on Takeovers and Mergers (the "Code").

GTCR first announced it was considering a possible cash offer for the Company on 6 September 2022, in response to media speculation. The GBG Board had early-stage discussions with GTCR in respect of a possible offer for the Company, but agreement could not be reached on terms.

The Board of GBG believes the Company has a long runway of sustainable growth opportunities underpinned by supportive structural drivers such as digitalisation and an ever-increasing need to protect against fraud. The wide-ranging capabilities GBG has developed and acquired over recent years give it a leadership position in the identity verification and fraud markets and reinforce its position as one of the largest pure-play identity software solution providers globally. GBG is focused on achieving its strategic and financial objectives in FY23 and beyond, and the Board believes the delivery of these objectives will  create significant value for GBG's shareholders over time.

As a result of the announcement by GTCR, GBG is no longer in an offer period for the purposes of the Code.

For further information, please contact:

About GBG

We are the experts in digital location, identity and managing fraud risk and compliance. Helping organisations across the globe eliminate customer friction and fraud from their digital experiences. GBG develops and delivers digital identity, address verification, fraud prevention and compliance software to businesses globally.

Through the combination of the latest technology, the most accurate data and our unrivalled expertise, GBG helps organisations ranging from start-ups to the largest consumer and technology brands in the world deliver seamless experiences, so their customers can transact online with greater confidence.

To find out more about how we help our customers establish trust with their customers visit www.gbgplc.com and follow us on LinkedIn and Twitter @gbgplc.

Further information

This announcement is not intended to, and does not, constitute or form part of an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction. 

The release, publication or 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 such restrictions may constitute a violation of the securities law of any such jurisdiction.

Disclaimer

Goldman Sachs International, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and the PRA is acting as lead financial adviser to GBG and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than GBG for providing the protections afforded to clients of Goldman Sachs International, nor for providing advice in relation to the contents of this announcement or any other matters referred to herein.

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

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for GBG and no one else and will not be responsible to anyone other than GBG for providing the protections afforded to clients of Barclays nor for providing advice or any other matter referred to in this announcement. In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Securities Exchange Act of 1934, Barclays and its affiliates will continue to act as exempt principal trader in GBG securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Forward looking statements

This announcement contains 'forward-looking statements' concerning GBG that are subject to risks and uncertainties. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'targets', 'plans', 'expects', 'aims', 'intends', 'anticipates' or similar expressions or negatives thereof identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond GBG's ability to control or estimate precisely. GBG cannot give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. GBG does not undertake any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.