Completion of Tender Offer and Total Voting Rights

Capricorn today confirms completion of the Tender Offer, details of which were set out in the circular to Shareholders published by the Company on 7 March 2022 (the "Circular").

Under the terms of the Tender Offer, 171,073,128 Ordinary Shares will be purchased by Morgan Stanley at the Strike Price of 223 pence per share (being Average VWAP, rounded down to the nearest whole penny), representing approximately 34.52% of the Issued Ordinary Share Capital of the Company. The total value of all Ordinary Shares to be purchased is, therefore, £381,493,075 (being the equivalent of approximately US$500 million). Given that the Strike Price was the Minimum Price, the Company confirms that the Guaranteed Entitlement is 34.52%. Accordingly, in line with the procedures set out in the Circular, tenders will be accepted as follows:

• all Ordinary Shares validly tendered as a Strike Price Tender or at the Minimum Price (being Average VWAP) up to the Guaranteed Entitlement for each relevant holding of Ordinary Shares as at the Record Date (rounded down to the nearest whole Ordinary Share) will be accepted and purchased in full;
• Ordinary Shares validly tendered as a Strike Price Tender or at the Minimum Price that are in excess of the Guaranteed Entitlement for a relevant holding of Ordinary Shares as at the Record Date will be scaled down pro rata to the total number of Ordinary Shares validly tendered in those ways that are in excess of the applicable Guaranteed Entitlements for the relevant holdings such that the total cost of Ordinary Shares purchased pursuant to the Tender Offer does not exceed the Value Limit (and the number of Ordinary Shares remaining after such scaling-down will be accepted and purchased, with the rest being rejected and not purchased). The scaling rate applied for this purpose will be 59.10554732%; and
• all Ordinary Shares tendered at a price higher than the Minimum Price will be rejected and will not be purchased in the Tender Offer, and the Guaranteed Entitlement arrangements will not apply to such Ordinary Shares.

Further information on the scaling down arrangement that applies is contained in paragraphs 2.16 to 2.17 of Part IV (Details of the Tender Offer) of the Circular.

As detailed in the Circular, the Company will buy back these Ordinary Shares from Morgan Stanley and, following such repurchase, cancel such Ordinary Shares, thereby reducing its total issued share capital and total voting rights from 495,573,006 to 324,499,878 Ordinary Shares (of which no Ordinary Shares will be held in treasury). 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 to their interest in, the Company under the Transparency Regulations and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

It is anticipated that the proceeds will be payable as follows:

• to Qualifying Shareholders who hold uncertificated Ordinary Shares, proceeds will be credited to their CREST accounts on 11 April 2022; and
• to Qualifying Shareholders for certificated Ordinary Shares purchases under the Tender Offer, proceeds will be despatched as a cheque on 19 April 2022.

For completeness, the Price Range in respect of the Tender Offer was as follows:

• Average VWAP (rounded to the nearest whole penny) – 223 pence
• Average VWAP + 1 (rounded to the nearest whole penny) – 225 pence
• Average VWAP + 3 (rounded to the nearest whole penny) – 229 pence
• Average VWAP + 5 (rounded to the nearest whole penny) – 234 pence

As noted above, the Strike Price is Average VWAP (rounded to the nearest whole penny), being 223 pence.

Capitalised terms in this announcement, unless otherwise defined, have the same meanings given to them in the Circular.

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Enquiries:

Analysts/Investors
David Nisbet, Corporate Affairs
Tel: 0131 475 3000

Media
Jonathan Milne, Linda Bain, Corporate Affairs
Tel: 0131 475 3000

Patrick Handley/David Litterick, Brunswick Group LLP
Tel: 0207 404 5959