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Compass Group Retail offer via PrimaryBid

Compass Group PLC (LON:CPG), the world’s leading food service company, has today announced a retail offer via PrimaryBid of new ordinary shares of 11 1/20 pence each in the capital of the Company.

As separately announced today, the Company is conducting a non-pre-emptive placing of new ordinary shares in the capital of the Company through an accelerated bookbuilding process. The price at which the Placing Shares are to be placed will be determined at the close of the Bookbuilding Process. In addition, directors and members of the senior management team of the Company intend to subscribe for new ordinary shares in the capital of the Company alongside the Placing, contributing approximately £1.1m in total.

The issue price for the Retail Shares, as well as for the shares in the Subscription, will be equal to the Placing Price.

Reasons for the Retail Offer

While the Placing has been structured as a non-pre-emptive offer so as to minimise cost, time to completion and use of management time at an important and unprecedented time for Compass, Compass values its retail investor base and recognises the importance of pre-emption rights in the UK listed company environment.

After consideration of the various options available to it, the Company believes that the separate Retail Offer, which will give retail investors the opportunity to participate in the Company’s equity fundraising alongside the Placing and the Subscription, is in the best interest of shareholders, as well as wider stakeholders in Compass.

The net proceeds of the Retail Offer will be used to reduce leverage and increase our liquidity. A strong balance sheet will allow the Company to weather the crisis whilst continuing to invest in the business to enhance its competitive advantages, support its long term growth prospects and further consolidate its position as the industry leader in food services.

Details of the Retail Offer

Members of the public may 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 will be open to retail investors from 7.02 a.m. on 19 May 2020.  The Retail Offer will close at the same time as the Bookbuilding Process is completed.

Subscriptions under the Retail Offer will be considered by the Company on a “first come, first served” basis (with preference to be given to the Company’s existing retail investors), subject to conditions (which are available to view on PrimaryBid.com).  Aggregate demand under the Retail Offer will be limited to EUR 8m, as is legally required.

The Retail Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Applications will be made (i) to the Financial Conduct Authority for admission of the Retail Shares to the premium listing segment of the Official List; and (ii) to London Stock Exchange plc for admission of the Retail Shares to trading on its main market for listed securities.

Settlement for the Retail Shares and Admission are expected to take place on or before 8.00 a.m. on 21 May 2020. The Retail Offer is conditional upon Admission becoming effective and on the placing agreement entered into by the Company not being terminated in accordance with its terms prior to Admission.

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