Publication of admission document

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE ADMISSION DOCUMENT PUBLIHSED BY DRAPER ESPRIT PLC IN CONNECTION WITH THE PROPOSED ADMISSION OF ITS ORDINARY SHARES TO TRADING ON AIM AND ESM.

10 June 2016

Draper Esprit plc

("Draper Esprit", the "Group" or the "Company")

Publication of admission document and proposed admission to trading on AIM and ESM

Draper Esprit, one of the leading venture capital investors involved in the creation, funding and development of high-growth technology businesses with an emphasis on digital technologies in the UK, the Republic of Ireland and Europe, today announces its initial public offering by way of a conditional placing (the "Placing") of 14,020,547 new and 1,500,000 existing ordinary shares of 1 pence each ("Shares"), and subscription (the "Subscription") of 10,700,000 new Ordinary Shares at 300 pence per share (the "Issue Price") with institutional and other investors to raise gross proceeds of approximately £79 million (of which £74 million is for the Company and approximately £5 million for the selling shareholders in the Placing).

Numis Securities Limited ("Numis") is acting as nominated adviser and lead bookrunner, with Goodbody Stockbrokers ("Goodbody") as joint bookrunner and ESM adviser, and Zeus Capital ("Zeus") as joint bookrunner.

Highlights

·      Based on the Issue Price, the market capitalisation of the Company on admission to trading on AIM and ESM ("Admission") will be £122 million.

·      £74 million (before expenses) has been conditionally raised pursuant to the Placing and Subscription. £40 million will be used to pay the cash element of the consideration for the acquisition of, subject to certain existing carried interest arrangements, the Initial Portfolio; and £29 million to make further primary investments and secondary investments (including in companies in the Initial Portfolio) and to provide working capital for the Group to support its growth plans.

·      On Admission, the Company will have 40,673,909 Shares in issue.

·      Admission and commencement of dealings in the Shares under the tickers GROW (AIM) and GRW (ESM) are expected to take place at 8:00 a.m. on 15 June 2016.

·      The Company's AIM ISIN is GB00BY7QYJ50 and its AIM and ESM SEDOL are BY7QYJ5 and BYZY4T1 respectively.

Simon Cook, CEO and Co-Founder of Draper Esprit, said:

"Our motivation for evolving our Venture Capital business model was twofold. Firstly, we wanted to be able to invest for longer in our emerging companies and to be able to build bigger stakes as companies remain private for longer periods, capturing more value for shareholders. Secondly, we wanted to further democratise funding for entrepreneurs.

Traditionally the Limited Partnership model in Europe has restricted who can invest in venture capital backed companies and many growing technology companies are not accessible to institutions or public investors until they go public. Now everyone can participate in the growth of VC backed companies from their earliest stages through series A and B to their success in the later stages up to and including their IPO.

This permanent capital model is ideally suited to a listed vehicle and we are grateful for the support this approach has received from shareholders including: Woodford Investment Management, the Ireland Strategic Investment Fund, China Huarong Asset Management, Baillie Gifford and several other city institutions, successful entrepreneurs and family offices, many of whom have active later stage and IPO investment activities."

The Company will also today publish its admission document which will be available, free of charge, during normal business hours on any weekday (except Saturdays, Sundays and public holidays), at the registered office of the Company at 4 More London Riverside, London SE1 2AU and at the registered office of Goodbody Stockbrokers at Ballsbridge Park, Ballsbridge, Dublin 4 from today until one month from the date of Admission and also for download on the Group's website from the date of Admission.

Capitalised terms used in the admission document shall, unless the context provides otherwise, have the same meanings as in this announcement.

Enquiries

IMPORTANT NOTICE

The information contained in this announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company or Numis, Goodbody or Zeus. The offer and sale of Shares has not been and will not be registered under the applicable securities laws of Canada, Australia, Japan, New Zealand or the Republic of South Africa. Subject to certain exemptions, the Shares may not be offered to or sold within Canada, Australia, Japan, New Zealand or the Republic of South Africa or to any national, resident or citizen of Canada, Australia, Japan, New Zealand or the Republic of South Africa.

The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or the securities laws of any other jurisdiction of the United States. The Shares may not be offered or sold, directly or indirectly, in or into the United States (except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the US Securities Act). No public offering of the Shares is being made in the United States. The Shares are being offered and sold only outside the United States in "offshore transactions" within the meaning of, and in reliance on, Regulation S under the US Securities Act ("Regulation S").

The Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed on or endorsed the merits of the Placing or the accuracy or adequacy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or to any national, resident or citizen of Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa.

The distribution of this announcement outside the UK may be restricted by law. No action has been taken by the Company, Numis, Zeus or Goodbody that would permit a public offer of Shares in any jurisdiction outside the UK or possession of this announcement where action for that purpose is required. Persons outside the UK who come into possession of this announcement should inform themselves about the distribution of this announcement in their particular jurisdiction. Failure to comply with those restrictions may constitute a violation of the securities laws of such jurisdiction.

This announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (i) if in a member state of the European Economic Area, qualified investors within the meaning of article 2(1)(e) of the Prospectus Directive ("Qualified Investors"); or (ii) if in the United Kingdom, Qualified Investors and fall within: (a) article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (b) article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order (all such persons together being referred to as "Relevant Persons"). The term "Prospectus Directive" means Directive 2003/71/EC as amended and includes any relevant implementing measures in each member state of the European Economic Area.

This announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement does not itself constitute an offer for sale or subscription of any securities in the Company.

Numis and Zeus are authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA') and are advising the Company and no one else in connection with the Placing and the Company's admission to AIM .  Numis is acting exclusively for the Company as nominated adviser and broker for the purpose of the AIM Rules for Companies. 

Goodbody is authorised and regulated by the Central Bank of Ireland and is advising the Company and no one else in connection with the Placing and the Company's admission to ESM.  Goodbody is acting exclusively for the Company as ESM adviser and broker for the purpose of the ESM Rules for Companies. 

None of Numis, Zeus or Goodbody will be responsible to any person other than the Company for providing the protections afforded to its customers, nor for providing advice in relation to the Placing and Admission or the contents of this announcement. In particular, the information contained in this announcement has been prepared solely for the purposes of Admission and is not intended to inform or be relied upon by any subsequent purchasers of ordinary shares (whether on or off exchange) and accordingly no duty of care is accepted in relation to them. Without limiting the statutory rights of any person to whom this announcement is issued, no representation or warranty, express or implied, is made by Numis, Zeus or Goodbody as to the contents of this announcement. No liability whatsoever is accepted by Numis, Zeus or Goodbody for the accuracy of any information or opinions contained in this announcement, for which the directors of the Company are solely responsible, or for the omission of any information from this announcement for which it is not responsible.

FORWARD-LOOKING STATEMENTS

This announcement contains forward looking statements relating to the Company's future prospects, developments and strategies, which have been made after due and careful enquiry and are based on the directors of the Company's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements are identified by their use of terms and phrases such as "believe", "could", "envisage", "estimate", "intend", "may", "plan", "will" or the negative of those, variations or comparable expressions, including references to assumptions. The directors of the Company believe that the expectations reflected in these statements are reasonable, but may be affected by a number of variables which could cause actual results or trends to differ materially. Each forward-looking statement speaks only as of the date of the particular statement.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.