Retail Offer

EMBARGOED FOR VOLVERE PLC ON 30 OCTOBER 2020

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 VOLVERE PLC.

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)

30 October 2020

Volvere plc

("Volvere" or the "Company") (AIM: VLE)

Retail Offer

Volvere plc (AIM: VLE), the growth and turnaround investment company, is pleased to announce an offer for subscription via PrimaryBid (the "Retail Offer") of ordinary shares of £0.0000001  in the Company currently held in treasury ("Treasury Shares" or "Ordinary Shares") at a placing price of 1,350 pence per Ordinary Share (the "Issue Price"), being the closing mid-price on 29 October 2020. The Company is also conducting a placing of Treasury Shares to new and existing investors at the Placing Price as announced earlier today.

The Treasury Shares have been or will be duly authorised and will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares. The Treasury Shares will be free of any encumbrances, liens or other security interests.

Use of Proceeds

The Company will apply the proceeds of the placing in furtherance of the Company's investing strategy.

The Company's investing strategy is to invest in, or acquire: quoted companies where, in the Directors' opinion, the market capitalisation does not reflect the value of the assets; any company that is in distress but offers the possibility of a turnaround; and any company that fits strategically with an existing portfolio investment.

The Company may also invest in quoted or unquoted start-up, early or development-stage companies in sectors where the Directors have experience of investing or where they have identified management teams with experience in those areas.

The Company may invest in any company (or similar structure) or third party fund on a short or long-term basis, where the Directors have experience of investing, especially where such investment is similar or complementary to an existing or past investment of the Company.

The Company may also create and invest in fund vehicles owned, managed or controlled by the Company, including where there is the possibility of raising third party investment; and invest in third party funds where the investment strategy of those funds is in the Directors' opinion similar to that of the Company, and specifically including funds that invest in distressed debt and equity, or that invest in derivative securities of distressed debt or equity.

The Company has a preference for active rather than passive investing and for holding a small number of investments, including a single investment, and does not necessarily seek to diversify risk across a wide range of investments, unless this can be achieved without affecting the Company's active investment style. The Company's preference is to make investments in the UK and Continental Europe.

The full investing strategy is available on the Company's website here: http://www.volvere.co.uk/investor-relations/investing-strategy.aspx

The Directors believe the current business environment will lead to an increase in distressed and turnaround opportunities available to the Group, specifically due to the impact of Covid-19 and Brexit in the UK.

Retail Offer

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

The Retail Offer, via the PrimaryBid platform and mobile app, will be open to individual and institutional investors from 7 a.m. on 30 October 2020 to 3 p.m. on 30 October 2020.  The Retail Offer may close early if it is oversubscribed.

Subscriptions under the Retail Offer will be considered by the Company on a "first come, first served" basis, subject to conditions (which are available to view on PrimaryBid.com).

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 Retail Offer without giving any reason for such rejection.

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

Words and expressions defined in the Proposed Placing announcement shall, unless the context provides otherwise, have the same meanings in this announcement.

For further information on PrimaryBid or the procedure for applications under the Retail Offer, visit www.PrimaryBid.com or call PrimaryBid on +44 20 3026 4750. 

Details of the Retail 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 Retail Offer. The Company is therefore making the Retail Offer available exclusively through PrimaryBid.

The Retail 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 in its capacity as the UK Listing Authority. The Retail 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 £100 per investor under the terms of the Offer which is open to existing shareholders and other investors subscribing via PrimaryBid. This allocation will be filled on a "first come first served" basis.

For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the Offer is made, including the procedure for application and payment for 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 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 Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the Ordinary Shares if they are in any doubt.