Preference Share Amendment & Bond Subscription

Sancus Lending Group Limited

("Sancus" the "Company" or the "Group")

Amendment of Preference Share Terms,

Bond Subscription

and

Related Party Transactions

Sancus Lending Group Limited (AIM: LEND) announces that it has agreed amendments to the terms of the redeemable preference shares of its wholly owned subsidiary, Sancus Loans Limited ("SLL"), held by Somerston Fintech Limited ("Somerston") and, alongside those amendments, that Somerston has agreed to subscribe for £750,000 of its existing bond instrument (the "Bond Subscription").

Amendment of Preference Share Terms

The amendments comprise a re‑papering of the existing redeemable preference shares of SLL (the "Preference Shares") and include the following principal terms:

·      the extension of the redemption date of the Preference Shares from 23 November 2026 to 11 February 2031, closer aligning their maturity with SLL's senior funding facility;

·      the redesignation of 8,000,000 Preference Shares as euro‑denominated redeemable preference shares (the "Euro Preference Shares") and 3,050,000 Preference Shares as sterling‑denominated redeemable preference shares (the "Sterling Preference Shares");

·      the redenomination of the Euro Preference Shares into euros at an appropriate spot exchange rate;

·      the amendment of the coupon on the Preference Shares from a fixed rate of 15 per cent. per annum to a floating rate, such that:

o  the Sterling Preference Shares will carry a coupon of SONIA plus 10.5 per cent. per annum; accruing daily, compounding quarterly and payable on redemption; and

o  the Euro Preference Shares will carry a coupon of EURIBOR plus 10.5 per cent. per annum,
accruing daily, compounding quarterly and payable on redemption.

The above amendments have been approved by the board of SLL, with class consent from the holder of the Preference Shares.

Bond Subscription by Somerston

In addition, the Company announces that, alongside the re‑papering of the Preference Shares, Somerston will subscribe for £750,000 of its existing bond instrument, on the same terms as previous issuances of that instrument. The proceeds of the subscription will provide the Group with additional working capital flexibility.

Related Party Transactions

Somerston, a member of Somerston Group Limited, is a related party of the Company for the purposes of the AIM Rules for Companies ("AIM Rules"). Somerston is the holder of the redeemable preference shares of SLL, and the proposed amendments to the terms of those preference shares, together with the subscription by Somerston for £750,000 of the Company's existing bond instrument,  constitute related party transactions under AIM Rule 13, in respect of which the independent directors of the Company, having consulted with the Company's nominated adviser, Shore Capital and Corporate Limited, consider the terms to be fair and reasonable insofar as shareholders of the Company are concerned.

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