Results of Conditional Placing

NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT BUT AN ADVERTISEMENT. INVESTORS SHOULD NOT SUBSCRIBE FOR, OR OTHERWISE PURCHASE, ACQUIRE, SELL OR DISPOSE OF, ANY OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN DUE COURSE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

10 September 2020

Saga plc

Results of Conditional Placing

Saga plc (the "Company") announced on 10 September 2020 the details of a proposed Placing and Open Offer. The Company has now successfully completed the bookbuild process for the Conditional Placing and, subject to the conditions below, has raised gross proceeds of approximately £74.8 million.

Capitalised terms not otherwise defined in this announcement have the meanings given in the Company's announcement of the launch of the proposed approximately £150 million Capital Raising on 10 September 2020. 

Pursuant to the Placing and Open Offer, the Joint Bookrunners have conditionally placed 623,335,182 New Shares at a price of 12 pence per New Share (the "Offer Price") with certain Shareholders, Sir Roger De Haan (in addition to his allocations under the Firm Placing) and institutional investors. The commitments of these Placees are subject to clawback in respect of valid applications for New Shares by Qualifying Shareholders pursuant to the Open Offer. The New Shares conditionally placed with investors other than Sir Roger De Haan will be clawed back on a pro rata basis first and only when these New Shares have been clawed back in full will the New Shares conditionally placed to Sir Roger De Haan be clawed back. Pursuant to the Second Firm Placing, Sir Roger De Haan will subscribe for 124,183,026 New Shares at the Offer Price in accordance with the Subscription Agreement. The New Shares will represent approximately 29.8 per cent. of the Company's issued share capital following Admission. Depending on the extent of clawback, Sir Roger De Haan's shareholding in the Company following completion of the Capital Raising will be between approximately 16.6 per cent. and 26.4 per cent.

Pursuant to the Open Offer, Qualifying Shareholders will be given the opportunity to apply for New Shares at the Offer Price, on and subject to the terms and conditions of the Open Offer, pro rata to their holdings of Existing Shares on the Record Date, on the following basis:

5 New Shares for every 9 Existing Shares

Conditional Placees who are existing Shareholders of the Company may elect to have all or part of their Conditional Placing participation reduced by up to the number of New Shares which they have validly applied and paid for under the Open Offer. Fractions of New Shares will not be allotted and each Qualifying Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number.

Further information will be set out in the Prospectus relating to the Capital Raising expected to be published by the Company tomorrow. Shareholders should read the Prospectus in full before making any application for New Shares pursuant to the Open Offer.

The Placing and Open Offer is conditional on, among other things:

·    the Resolutions being passed by Shareholders at the General Meeting;

·    Admission becoming effective by not later than 8.00 a.m. on 5 October 2020 (or such later time or date as the Joint Global Coordinators and the Company may agree);

·    the Placing and Open Offer Agreement becoming unconditional; and

·    the Subscription Agreement becoming unconditional.

Accordingly, if any such conditions are not satisfied, or, if applicable waived, the Placing and Open Offer will not proceed.

The necessary shareholder approvals for the Placing and Open Offer and the Capital Raising will be sought at the General Meeting to be held at 10.30 a.m. on 2 October 2020, the full details of which will be set out in the Notice of General Meeting that will be contained in the Prospectus to be published by Saga in connection with the Capital Raising.

Applications will be made for the New Shares to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission of the New Shares will become effective and dealings in the New Shares will commence at 8.00 a.m. on 5 October 2020 (whereupon an announcement will be made by the Company to a Regulatory Information Service).

New Shares issued in uncertificated form are expected to be credited to CREST accounts at 8.00 a.m. on 5 October 2020, and definitive share certificates for the New Shares issued in certificated form are expected to be despatched by post, at the applicant's risk, on or around 23 October 2020.

The Enlarged Share Capital of the Company immediately following Admission will be 2,093,921,536 Ordinary Shares in aggregate. This figure may be used by Shareholders (and others with notification obligations) 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.

Setanta Asset Management Limited (acting on behalf of its clients) ("Setanta") is a substantial shareholder for the purposes of Chapter 11 of the Listing Rules. Setanta is therefore considered to be a related party for the purposes of Chapter 11 of the Listing Rules. Setanta has conditionally subscribed for 68,291,666 New Shares under the Conditional Placing, equating to £8,195,000, subject to clawback by Qualifying Shareholders to satisfy valid applications under the Open Offer.  Under Listing Rule 11.1.10R, the participation in the Placing by Setanta constitutes a "smaller" related party transaction and as such does not require the approval of independent ordinary shareholders of the Company. As the transaction falls within Listing Rule 11.1.10R (smaller related party transactions), this announcement is made in accordance with Listing Rule 11.1.10R(2)(c).

For further information, please contact:

The person responsible for making this Announcement on behalf of the Company is Mark Watkins, director of Investor Relations and Corporate Finance.

IMPORTANT NOTICE

This announcement has been issued by and is the sole responsibility of the Company. This announcement is not a prospectus or prospectus equivalent but an advertisement and investors should not subscribe for, or otherwise purchase, acquire, sell or dispose of any of the securities referred to in this announcement except on the basis of the information contained in the combined prospectus and circular to be published by the Company in connection with the Capital Raising (the "Prospectus") in due course. The information contained in this announcement is for background purposes only and does not purport to be full or complete. A copy of the Prospectus, when published, will be available on the Company's website, provided that the Prospectus will not, subject to certain exceptions, be available to certain Shareholders in certain restricted or excluded territories. The Prospectus will give further details of the Capital Raising.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities of the Company (the "Securities"), or the solicitation of any vote or approval in, the United States (including its territories and possessions, any state of the United States and the District of Columbia) (the "United States" or "US") or in any other jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the UK and the availability of any offer to Shareholders of Saga who are not resident in the UK may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the UK or Shareholders of Saga who are not resident in the UK will need to inform themselves about and observe any applicable requirements.

The Securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or jurisdiction of the United States. There will be no public offering of Securities in the United States and there is no intention to register any portion of any offering in the United States.

J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("JPM") is authorised by the Prudential Regulatory Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority (the "FCA"). Numis Securities Limited ("Numis") is authorised and regulated in the United Kingdom by the FCA. HSBC Bank plc ("HSBC", and together with JPM and Numis, the "Joint Bookrunners") is authorised by the PRA and regulated in the United Kingdom by the PRA and FCA. The Joint Bookrunners are acting exclusively for the Company and no one else in connection with the Capital Raising and the matters referred to herein and will not regard any other person as a client in relation to the Capital Raising and the matters referred to herein and will not be responsible to anyone other than the Company for providing the protections afforded to their clients or for providing advice in relation to the Capital Raising and the matters referred to herein.

Greenhill & Co. International LLP ("Greenhill"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Sir Roger De Haan and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Sir Roger De Haan for providing the protections afforded to its clients or affiliates, or for providing advice in relation to any matter or arrangement referred to herein.

None of the Joint Bookrunners, nor Greenhill, nor any of their respective affiliates (or any of their respective directors, officers, employees or advisers) accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy, fairness, sufficiency or completeness of the information or the opinions or beliefs contained in this announcement (or any part hereof). None of the information in this announcement has been independently verified or approved by the Joint Bookrunners, or Greenhill, or any of their respective affiliates. The Joint Bookrunners and each of their respective affiliates (and their respective directors, officers, employees or advisers) accordingly disclaim all and any liability, whether arising in tort, contract or in respect of any statements or other information contained in this announcement and no representation or warranty, express or implied, is made by either a Joint Bookrunner or any of their respective affiliates (or any of their respective directors, officers, employees or advisers) as to the accuracy, completeness or sufficiency of the information contained in this announcement. Save in the case of fraud, no responsibility or liability is accepted by the Joint Bookrunners or any of their respective affiliates (or any of their respective directors, officers, employees or advisers) for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such announcements must not be relied on as having been authorised by the Company, the Joint Bookrunners or any of their respective affiliates. Subject to the Listing Rules, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules and MAR, the issue of this announcement and any subsequent announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement or that the information contained in it is correct as at any subsequent date.

This announcement contains "forward-looking statements", which include statements other than statements of historical facts, including, without limitation, those regarding the Company's intentions, beliefs or current expectations concerning, among other things, its future financial condition and performance and results of operations; its strategy, plans, objectives, prospects, growth, goals and targets; future developments in the industry and markets in which the Company participates or is seeking to participate; and anticipated regulatory changes in the industry and markets in which the Company operates. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "aim", "anticipate", "believe", "continue", "could", "estimate", "expect", "forecast", "guidance", "intend", "may", "plan", "project", "should" or "will" or, in each case, their negative, or other variations or comparable terminology. By their nature, forward-looking statements are subject to known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Such forward-looking statements are based on numerous assumptions, some of which are outside of the Company's influence and/or control, regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. Shareholders and potential investors are cautioned that forward-looking statements are not guarantees of future performance and that the Company's actual financial condition, results of operations, cash flows and distributions to Shareholders and the development of its financing strategies, and the development of the industry in which it operates, may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the Company's financial condition, results of operations, cash flows and distributions to Shareholders and the development of their financing strategies, and the development of the industry in which they operate, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. No statement in this announcement is intended to be a profit forecast.

This announcement does not constitute a recommendation concerning any Shareholder's or investor's options with respect to the Placing and Open Offer. The price of shares may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

In connection with the Capital Raising, the Joint Bookrunners may release communications to the market as to the extent to which the book is "covered". A communication that a transaction is, or that the books are, "covered" refers to the position of the order book at that time. It is not an assurance that the books will remain covered, that the transaction will take place on any terms indicated or at all, or that if the transaction does take place, the securities will be fully distributed by the Joint Bookrunners.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the MiFID II Product Governance Requirements), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Shares have been subject to a product approval process, which has determined that the New Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Shares may decline and investors could lose all or part of their investment; the New Shares offer no guaranteed income and no capital protection; and an investment in the New Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Capital Raise. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Shares and determining appropriate distribution channels.