THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF, ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION THAT IS CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE AT HTTPS://WWW.MCCOLLSPLC.CO.UK

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

31 August 2021

McColl's Retail Group plc

("McColl's", the "Company", or the "Group")

Result of Open Offer

On 12 and 13 August 2021 the Company announced details of a proposed Firm Placing and Open Offer (the "Capital Raising") to raise gross proceeds of up to £35 million. £30.0 million of the Capital Raising was conducted by way of a Firm Placing of 150,000,000 Firm Placing Shares at the Offer Price of 20 pence per share. A combined circular and prospectus was published on 13 August 2021 setting out details of the Open Offer.

The Company is pleased to announce the results of the Open Offer which closed for acceptances at 11 a.m. on 27 August 2021.

The Company has received valid acceptances from Qualifying Shareholders under their basic Open Offer Entitlements in respect of 9,273,646 Open Offer Shares, representing approximately 37 per cent of the Open Offer Shares available pursuant to the Open Offer (following any fractional entitlements being discarded). In addition, the Company has received applications from Qualifying Shareholders under the Excess Application Facility in respect of 5,733,183 Open Offer Shares.

Accordingly, a total of 15,006,829 Open Offer Shares have been accepted or applied for under the Open Offer, including the Excess Application Facility, representing 60 per cent. of the Open Offer Shares.

Qualifying Shareholders who have validly applied for Open Offer Shares will receive their full Open Offer Entitlement. Applications under the Excess Application Facility will be satisfied in full and in accordance with the terms set out in the Prospectus.

The Company has therefore raised gross proceeds of approximately £3.0 million through the Open Offer. A total of 165,006,829 New Ordinary Shares will be issued at the Offer Price (subject to the conditions noted below), of which 15,006,829 New Ordinary Shares will be issued pursuant to the Open Offer and 150,000,000 New Ordinary Shares will be issued pursuant to the Firm Placing.

The Capital Raising remains conditional, inter alia, upon:

·      the passing of the Resolutions (as set out in the Notice of General Meeting) at the General Meeting on 1 September 2021;

·      the Placing and Sponsor Agreement having become unconditional in all respects, save for the condition relating to Admission, and not having been terminated in accordance with its terms before Admission occurs; and

·      Admission having become effective by not later than 8.00 a.m. on 6 September 2021 (or such later date as the Company and Joint Bookrunners may agree, being not later than 8.00 a.m. 20 September 2021).

If any of the conditions are not satisfied or, if applicable, waived, then the Capital Raising will not take place.

The Company will announce the results of the General Meeting as soon as practicable after the meeting concludes. 

Defined terms in this announcement bear the same meanings as in the announcements made by the Company on 12 and 13 August 2021.

Admission

Application has been made to the Financial Conduct Authority for the New Ordinary Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its Main Market for listed securities. It is expected that Admission will become effective, and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 6 September 2021 (or such later date as the Company and the Joint Bookrunners may agree, being not later than 8.00 a.m. on 20 September 2021).

The New Ordinary Shares when issued will rank, from Admission, pari passu in all respects with the Existing Ordinary Shares.

Total Voting Rights

On 6 September 2021, subject to satisfaction of the conditions and following admission of the New Ordinary Shares, the Company's enlarged issued share capital shall comprise 280,311,229 Ordinary Shares with voting rights in the Company. 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 in the interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Enquiries:

For further information, please contact:

LEI: 213800R1TLR536P8YJ67