PensionBee Group plc

Incorporated in England and Wales

Registration Number: 13172844

LEI: 2138008663P5FHPGZV74

ISIN: GB00BNDRLN84

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SHARES OR OTHER SECURITIES IN THE COMPANY NOR SHALL IT FORM THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER.

14 April 2022

PensionBee Group plc

Notification of Transfer to the Premium Listing Segment

PensionBee Group plc (the "Company" and together with its subsidiary, PensionBee Limited, "PensionBee" or the "Group") today announces that it is proposing to transfer admission of its entire issued ordinary share capital made up of 221,646,089 ordinary shares (the "Shares") from the High Growth Segment (the "HGS") of the Main Market of the London Stock Exchange plc (the "London Stock Exchange") to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") ("Premium Listing") and to trading on the London Stock Exchange's Main Market for listed securities (together with the Premium Listing, the "Transfer"). It is anticipated that the Transfer will take effect at 8.00 a.m. on 21 April 2022, conditional upon the approval of the FCA.

Background and Reasons for the Transfer

PensionBee is a leading online pension provider in the UK, with a mission to make pensions simple, so that everyone can look forward to a happy retirement. It is a direct-to-consumer financial technology company with approximately 658,000 Registered Customers¹ and approximately 117,000 Invested Customers² with £2.6 billion of Assets under Administration³ as at 31 December 2021.

It delivers a leading customer proposition to pension holders in the UK defined contribution pensions market, catering for the many people who have historically struggled to understand, prepare for and manage their retirement confidently. It seeks to make its customers 'Pension Confident' by giving them control and clarity, enabling them to interact with their retirement savings through a unique combination of smart technology and dedicated customer service. PensionBee's technology platform allows its customers to combine their pensions and invest in a range of online plans, forecast how much they are expected to have saved by the time they retire, and efficiently withdraw all or part of their pension from the age of 55.

PensionBee's Shares were admitted to trading on the HGS of the Main Market on 26 April 2021. The Company stated in its prospectus published on 12 April 2021 (the "Prospectus") that it intended to apply for a Premium Listing at a future date. At the time of admission to the HGS, the Company considered that the only requirement under the Listing Rules that it was unable to satisfy in order to meet the eligibility requirements for a Premium Listing, was the free float requirement under Listing Rule 6.14.2R, for a sufficient number of the Shares to be distributed to the public. The Company now considers that it is able to meet this eligibility requirement as at the date of this announcement and the date of the Transfer.

FTSE Russell's Europe, Middle East and Africa Equity Advisory Committee meets on a quarterly basis to review the constituents of the FTSE UK Index Series. It is anticipated that, subject to the Transfer becoming effective and other conditions being met, the Company will make an application for inclusion in the FTSE UK Index Series at the next quarterly review.

Effect of the Transfer 

The board of directors of the Company (the "Board") believes that the Transfer will bring with it a number of benefits to the Company and its shareholders and does not consider there to be any particular risk associated with the Transfer. Some of the potential benefits are as follows:

·      increased protections for shareholders under the Listing Rules as a result of more rigorous standards placed on companies with a Premium Listing, including in relation to significant and related party transactions;

·      the potential for increased trading liquidity of the Shares as a result of potential inclusion in the FTSE UK Index Series; and

·      an enhanced company profile in the UK and internationally associated with a Premium Listing and the resulting potential inclusion in the FTSE UK Index Series.

Following the Transfer, the Listing Rules will apply to the Company, including the additional provisions specific to companies with a Premium Listing. These additional provisions, set out in Chapters 6 to 13 (inclusive) of the Listing Rules, relate to the following matters:

·        the application of certain eligibility and other requirements that are specific to companies with a Premium Listing (Chapter 6);

·        the application of the Listing Principles (Chapter 7);

·        the requirement to appoint a sponsor in certain circumstances (Chapter 8);

·        the requirement to comply with various continuing obligations, including compliance with all relevant provisions of the UK Corporate Governance Code (or provide an explanation for any non-compliance, if applicable, in its annual financial report) (Chapter 9);

·        the requirement to announce, or obtain shareholder approval for, certain transactions depending on their size and nature and for certain transactions with "related parties" of the Company (Chapters 10 and 11);

·        certain restrictions in relation to the Company dealing in its own securities and treasury shares (Chapter 12); and

·        various specific content requirements that will apply to circulars issued by the Company to its
shareholders (Chapter 13).

Working Capital

In the opinion of the Company, the Group has sufficient working capital available for 'its requirements for at least the next 12 months from the date of this announcement (the "Announcement").

Board of Directors and Corporate Governance

The Company has appointed Lara Oyesanya (who is deemed to be independent by the independent directors of the Company) as a non-executive director, effective on the earlier of the date of Transfer or 21 April 2022.

The Board is committed to maintaining the highest standards of corporate governance. Following the Company's admission to the HGS on 26 April 2021, the Company maintained voluntary compliance with the UK Corporate Governance Code, which sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders. The Board believes that the Company has complied with, and will continue to fully comply with, the UK Corporate Governance Code.

Relationship Agreement

In accordance with Listing Rule 6.5.4 (1) to (3), and Listing Rule 9.2.2 AD, the Company has entered into a relationship agreement with Romi Savova and Jonathan Lister Parsons (together, the "Signing Controlling Shareholders") on 14 April 2021 (the "Relationship Agreement"), which will, conditional on the Transfer taking place, regulate the ongoing relationship between the Company and the Controlling Shareholder Group (as defined below).

The principal purpose of the Relationship Agreement is to ensure that, following the Transfer, the independence provisions as set out in Chapter 6 of the Listing Rules (the "Independence Provisions") are complied with, namely that the Company can carry on its business independently of any controlling shareholders. Pursuant to the Independence Provisions, the Relationship Agreement contains, among certain other provisions, undertakings from the Signing Controlling Shareholders, on behalf of themselves and their respective associates, that: (i) transactions and arrangements with it (and/or any of their respective associates) will be conducted at arm's length and on normal commercial terms, (ii) neither them nor any of their respective associates will take any action that would have the effect of preventing the Company from complying with its obligations under the Listing Rules, and (iii) neither them nor any of their respective associates will propose or procure the proposal of a shareholder resolution which is intended or appears to be intended to circumvent the proper application of the Listing Rules. Ms. Savova has also agreed to procure the compliance of certain other shareholders who, in addition to Jonathan Lister Parsons, are deemed to be acting in concert with her, and who represent, in aggregate, approximately 0.5 per cent. of the Company's voting rights (the "Non-signing Controlling Shareholders" together with the Signing Controlling Shareholders, the "Controlling Shareholder Group") with the Independence Provisions. In addition, the Company understands that Ms. Savova has the benefit of a positive undertaking from the Non-signing Controlling Shareholders that they will comply with the Independence Provisions. The Company therefore considers, in light of its understanding of the relationship between Ms. Savova and each of the Non-signing Controlling Shareholders, that Ms. Savova can procure the compliance of the Non-signing Controlling Shareholders and their respective associates with the Independence Provisions.

Under the terms of the Relationship Agreement, in the event Ms. Savova is no longer an executive director of the Company, she has a right to appoint two non-executive representative directors to the Board, provided she holds 25 per cent. or more of the voting rights of the Shares, and one director, provided she holds 10 per cent or more of the voting rights of the Shares.

Under the Relationship Agreement, each of the Signing Controlling Shareholders is subject to certain non-competition and non-solicitation restrictive covenants (the "Restrictive Covenants"). In the case of Ms. Savova, the Restrictive Covenants apply from the date of the Relationship Agreement up until the date falling 18 months after she, together with her associates, ceases to hold at least 10 per cent. of the Shares in issuance from time to time (the "RS Trigger Date"). In the case of Mr Lister Parsons, for the initial three year period following the date of the Relationship Agreement (the "Initial Period"), the Restrictive Covenants apply from the date of the Relationship Agreement up until the date falling 18 months after he, together with his associates, ceases to hold 3 per cent. of the Shares in issuance from time to time (the "JLP Trigger Date" and together with the RS Trigger Date, each a "Trigger Date"). If the JLP Trigger Date occurs after the Initial Period, such 18-month period will reduce to 12 months (i.e. if Mr Lister Parsons, together with his associates, does not sell down to below 3 per cent. during the Initial Period, the Restrictive Covenants will apply from the date of the Relationship Agreement until the date falling 12 months after his and his associates' aggregate shareholding falls below 3 per cent. of the Shares in issuance from time to time). Pursuant to the terms of the Restrictive Covenants, each of the Signing Controlling Shareholders has, among other undertakings, agreed with the Company that they will not, without the prior written consent of the Board, either alone or jointly with or on behalf of any person directly or indirectly carry on or set up, or be employed or engaged by, or otherwise assist in or be interested in any capacity (save as a minority shareholder of any class of shares, debentures or other securities of any company held for investment purposes provided always that they are not thereby granted management functions or material influence) in a business anywhere within the United Kingdom or any other jurisdiction in which the Group has a material presence at the time of the relevant Trigger Date which is in competition with, or preparing to compete with, the Company or any other member of the Group.

The provisions of the Relationship Agreement imposing rights and obligations on the Signing Controlling Shareholders will remain in full force and effect (a) in respect of Ms. Savova, for so long as Ms. Savova together with any of her associates, hold, in aggregate, Shares representing at least 10 per cent. of the Shares in issuance from time to time, and (b) in respect of Mr. Lister Parsons, on the earlier of Ms. Savova together with any of her associates, holding, in aggregate, Shares representing at least 10 per cent. of the Shares in issuance from time to time, or Mr. Lister Parsons, together with any of his associates holding, in aggregate, Shares representing at least 3 per cent. of the Shares in issuance from time to time provided the independent non-executive directors of the Company are of the opinion that he no longer falls within the definition of "controlling shareholder" as set out in the Listing Rules. The Signing Controlling Shareholders may also terminate the Relationship Agreement if the Company ceases to be admitted to listing on the Official List or if the Company is subject to certain insolvency proceedings. Ms. Savova's obligation under the Relationship Agreement to procure the consent of each of the Non-Signing Controlling Shareholders (and his or her associates) with the Independence Provisions will terminate upon the relevant Non-Signing Controlling Shareholder no longer being considered by the independent non-executive directors of the Company to fall within the definition of "controlling shareholder" as set out in the Listing Rules.

The Relationship Agreement is governed by the laws of England and Wales.

City Code on Takeovers and Mergers ("UK Takeover Code")

As the Company has its registered office in the UK and its Shares are admitted to trading on the Main Market of the London Stock Exchange, it is currently subject to and will, following the Transfer remain subject to, the UK Takeover Code.

Growth Market Stamp Duty and Stamp Duty Reserve Tax Exemption

Following the Transfer, the Shares will no longer be admitted to trading on the HGS, which HMRC have recognised as a "recognised growth market" (within the meaning of section 99A(3) of Finance Act 1986) for the purposes of the exemption from stamp duty in paragraph 5 of Schedule 24 to Finance Act 2014 and the exemption from stamp duty reserve tax in section 99(4B) of Finance Act 1986, and will now be "listed" (within the meaning of section 99A(2) Finance Act 1986). Accordingly, following the Transfer, transfers of shares, or agreements to transfer shares, in the Company will be subject to stamp duty and/or stamp duty reserve tax. The Company has notified the Euroclear UK & Ireland of the Transfer.

Appointment of Sponsor

The Company has appointed Keefe, Bruyette & Woods (acting through Stifel Nicolaus Europe Limited) ("KBW") to act as its sole sponsor in relation to the Transfer.

Financial Information on PensionBee

The financial information set out below is incorporated by reference into this Announcement and is available from the Company's website at www.pensionbee.com.

Mark Wood CBE, Chairman of PensionBee:

"The High Growth Segment provided PensionBee with a fantastic opportunity to list in London and begin our journey as a public company, with access to highly supportive investors. The move to a Premium Listing will further increase awareness of our Company and our brand and provide us with access to an even wider investor base as we continue to deliver against our growth strategy."

Romi Savova, Chief Executive Officer of PensionBee said:

"We are very pleased to announce our move to a Premium Listing, which marks the next milestone in our evolution and development as a listed business. I believe that the move underlines our ongoing commitment to the highest level of corporate governance, which is integral to the culture of the Company and its Board, and demonstrates continued delivery against the intentions which we set out at the time of our IPO."

Notes:

1.       Registered Customers - means all customers who have started the sign-up process and have submitted at least a name and an email address and includes those customers who are classified as Active Customers. Active Customers - means all customers who have requested to become an Invested Customer by accepting PensionBee's terms of business but for whom the transfer or contribution process is not yet completed and all customers.

2.       Invested Customers - means those customers who have transferred pension assets or made contributions into one of PensionBee's investment plans.

3.       Assets under Administration - is the total invested value of pension assets with PensionBee Invested Customers' pensions. It measures the inflows less the outflows and records a change in the market value of the assets.

Enquiries

Tulchan (Public Relations adviser to PensionBee)

James Macey White

Elizabeth Snow

Laura Marshall

+44 (0)20 7353 4200

pensionbee@tulchangroup.com

Keefe, Bruyette & Woods, a Stifel Company (Sole Sponsor and Joint Broker)

Alistair McKay

Nick Adams

Nick Harland

Dennis Towers

+44 (0)20 7710 7600

IMPORTANT LEGAL INFORMATION

The contents of this Announcement have been prepared by and are the sole responsibility of the Company. The Company is not offering any Shares or other securities in connection with the proposals described in this Announcement. This Announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities in the Company or securities in any other entity, in any jurisdiction, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This Announcement does not constitute a recommendation regarding any securities.

This Announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "projects", "assumes", "expects", "intends", "may", "will", "would" or "should", or in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Group's result of operations, financial condition, prospects, growth strategies and the industries in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation: conditions in the markets, market position, the Company's earnings, financial position, return on capital, anticipated investments and capital expenditures, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this Announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future.

Subject to the Company's regulatory obligations, including under the Listing Rules, the FCA's Disclosure  Guidance and Transparency Rules, Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Market Abuse Regulation")  and the Financial Services and Markets Act 2000, as amended ("FSMA"), the Company does not undertake any obligation to update publicly or revise any forward looking-statement whether as a result of new information, future events or otherwise. None of the statements made in this Announcement in any way obviates the requirements of the Company to comply with its regulatory obligations.

The contents of the Company's website do not form part of this Announcement.

Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no one else in connection with the Transfer, and will not regard any other person (whether or not a recipient of this document) as its client in relation to the Transfer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Transfer or any transaction, matter, or arrangement referred to in this announcement.

Neither Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods) nor any of its respective affiliates and/or any of its or its affiliates' directors, officers, employees, advisers and/or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) and/or any other information relating to the Company, PensionBee and/or its associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.