Sch One Update-Public Policy Holding Company, Inc.

Public Policy Holding Company, Inc.

Registered Address                            Principal Place of Business

251 Little Falls Drive                           800 North Capitol Street, NW Suite 800

City of Wilmington                              Washington, D.C.

County of New Castle                         20002

19808                                                United States of America

United States of America                  

Delaware, United States of America

https://pphcompany.com/

Public Policy Holding Company, Inc. ("PPHC" or the "Group"), through its wholly-owned companies, operates a portfolio of independent firms that offer public affairs, crisis management, lobbying and advocacy services on behalf of corporate, trade association and non-profit client organisations. Clients engage PPHC to enhance and defend their reputations, advance policy goals, manage regulatory risk, or otherwise engage with U.S. federal and state-level policy makers, stakeholders, media, and directly to the public at large.

Since its inception in 2014, the Group has acquired and integrated eight businesses, now operating as five separate, independent companies, focused at the federal government level in the U.S. and with expanding reach into key U.S. states and metropolitan areas. These five operating entities which form the operating subsidiaries of the Group are Crossroads Strategies LLC, Forbes Tate Partners LLC, Seven Letter LLC, O'Neill and Associates LLC and Alpine Group Partners LLC.

Each of the Group's operating subsidiaries are bipartisan, by way of U.S. politics, with founders and senior managers operating largely in Washington DC and with past careers and close professional ties to the U.S. Executive Branch, Congress and national and state political parties over a period of more than 30 years.

108,240,050 Common Shares with par value of $0.001 per share.

There are no Common Shares to be held in treasury.

The following is a summary of the transfer restrictions in relation to the Common Shares as set out in the Company's AIM Admission Document:

Transfer restrictions

The Common Shares have not been, and will not be, registered under the US Securities Act or qualified under any securities laws of any US state or other jurisdiction of the United States. The Placing Shares are being offered only to non-US Persons in "offshore transactions" as defined in and pursuant to Regulation S of the US Securities Act or otherwise to persons reasonably believed to be qualified institutional buyers as defined in Rule 144A under the US Securities Act or another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Placing Shares offered to non-US Persons in the Placing are subject to the conditions listed under section 903(b)(3), or Category 3, of Regulation S.

Under Category 3, Offering Restrictions (as defined under Regulation S) must be in place in connection with the Placing and additional restrictions are imposed on resales of the Common Shares. The Common Shares are "restricted securities" as defined in Rule 144 under the Securities Act.

Each subscriber for Placing Shares, by subscribing for such Placing Shares, agrees to reoffer or resell the Placing Shares only pursuant to registration under the US Securities Act in compliance with Section 4(a)(2) of the US Securities Act or in accordance with the provisions of Regulation S or pursuant to another available exemption from registration and qualification under applicable state securities laws, and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the US Securities Act. The above restrictions severely restrict purchasers of Placing Shares from reselling the Common Shares in the US or to a US Person. These restrictions may remain in place or be reintroduced following the expiry of the Distribution Compliance Period in relation to the Common Shares, at the discretion of the Company for example in the event the Company issues additional Common Shares under the same ISIN as the Placing Shares.

Settlement and CREST

Once the Common Shares are admitted to trading on AIM, Common Shares (represented by the Depositary Interests) held in the CREST system will be identified with the marker "S144". The "S144" marker also indicates that the Common Shares held in the CREST system will also bear a legend setting out certain transfer restrictions and other information, including that: (i) transfers of the Common Shares are prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the US Securities Act or in a transaction exempt from, or not subject to the registration requirements of the US Securities Act and applicable state securities law; and (ii) hedging transactions involving the Common Shares may not be conducted unless in compliance with the US Securities Act and applicable state securities law. Accordingly, resale of the Placing Shares following the Placing will be subject to restrictions under US federal and state securities laws, including the US Securities Act.

Representations, warranties and certifications must be made through the CREST system by those selling or acquiring the Common Shares. If such representations, warranties and certifications cannot be made or are not made, settlement through CREST will be rejected.

Capital to be raised: £30.7 million (£11.1 million of which is for the Company and £19.6 million of which is for the Selling Shareholders).

Anticipated market capitalisation on admission of approximately £146.1 million.

74.2%

N/A

Directors

G. Stewart Hall  (Chief Executive Officer)

Proposed Directors

Simon Philip Guy Lee (Non-Executive Chair)

William (Bill) Chess (Chief Financial Officer)

Zachary (Zach) Wayne Williams (Executive Director)

Benjamin (Ben) Langer Ginsberg (Independent Non-Executive Director)

Kimberly (Kym) Anne White (Independent Non-Executive Director)

^{*The holdings of Rhoderick M. Shaw and James G. Means includes Common Shares which are held by The Alpine Group, Inc. for their benefit.}

^{**All of the Common Shares held by The Alpine Group, Inc. are held by The Alpine Group, Inc. for the benefit of certain Group Executives.}

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(i)         31 December

(ii)        30 June 2021

(iii)       30 June 2022, 30 September 2022, 30 June 2023

16 December 2021

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150 Cheapside

London

EC2V 6ET

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150 Cheapside

London

EC2V 6ET

13 December 2021

Update