Retail Offer

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF DIPLOMA PLC, IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY ("FCA") (FRN 779021).

16 March 2023

Diploma PLC

("Diploma" or the "Company")

Retail Offer by PrimaryBid

·    Diploma announces a Retail Offer via PrimaryBid;

·    The price will be determined at the close of the bookbuilding process;

·    The Retail Offer is available to existing shareholders and new investors;

·    Investors can access the Retail Offer through PrimaryBid's app and through PrimaryBid's extensive partner network of investment platforms, retail brokers and wealth managers, subject to their participation;

·    Subscriptions through PrimaryBid's partner network can be made from ISAs or SIPPs, as well as General Investment Accounts (GIAs);

·    The issue price for the Retail Shares will be equal to the Placing Price;

·    There is a minimum subscription of £250 per investor in the Retail Offer; and

·    No commission is charged by PrimaryBid on applications to the Retail Offer.

Retail Offer

Diploma PLC (LON: DPLM), the international group supplying specialised technical products and services, is pleased to announce, a conditional offer for subscription via PrimaryBid (the "Retail Offer") of new ordinary shares of 5 pence each in the Company ("Retail Shares"). The Company is also conducting a placing of new ordinary shares (the "Placing Shares") by way of an accelerated bookbuilding process (the "Placing") as announced earlier today. The price at which the Placing Shares are to be placed (the "Placing Price") will be determined at the close of the bookbuilding process. In addition, the directors of the Company intend to subscribe for new ordinary shares in the capital of the Company alongside the Placing (the "Subscription", together with the Placing and the Retail Offer, the "Capital Raise").

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

The Capital Raise is conditional on the new ordinary shares to be issued pursuant to the Capital Raise being admitted to the premium listing segment of the Official List of the FCA and admitted to trading on the main market for listed securities of London Stock Exchange plc ("Admission").Admission is expected to be take place at 8.00 a.m. on 21 March 2023. The Retail Offer will not be completed without the Placing also being completed.

The Company will use the funds raised by the Capital Raise to refinance the consideration paid for the acquisition of Tennessee Industrial Electronics, LLC, as well as provide the Group with greater flexibility to execute on its M&A pipeline to accelerate future organic growth.

Reason for the Retail Offer

While the Placing has been structured as a non-pre-emptive offer within the Company's existing authorities from shareholders for non-pre-emptive offers so as to minimise cost, time to completion and use of management time, the Company values its retail investor base and is therefore pleased to provide individual and other investors the opportunity to participate in the Retail Offer in line with the Pre-Emption Group guidelines. Existing shareholders and new investors can access the Retail Offer through PrimaryBid's app and through PrimaryBid's extensive partner network of investment platforms, retail brokers and wealth managers, subject to their participation. PrimaryBid's app is available on the Apple App Store and Google Play. 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 Capital Raise alongside the Placing, is in the best interest of shareholders, as well as wider stakeholders in the Company. Investors wishing to subscribe to the Retail Offer using their ISAs, SIPP or GIA should contact their investment platform, retail broker or wealth manager. PrimaryBid does not charge investors any commission for these services.

Brokers wishing to offer their customers access to the Retail Offer, and future PrimaryBid transactions, should contact [email protected].

The Retail Offer will be open to individual and other investors following the release of this announcement. The Retail Offer is expected to close at the same time as the Placing. The Retail Offer may close early if it is oversubscribed.

The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the Retail Offer made through PrimaryBid.  It is vital to note that once an application for new ordinary shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under the Retail Offer, visit www.PrimaryBid.com or email PrimaryBid at [email protected].

The new Retail Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing ordinary shares.

This announcement contains inside information for the purposes of the Market Abuse Regulation (Regulation (EU) No 596/2014), as it forms part of retained EU law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR").

The person responsible for releasing this announcement is John Morrison, Company Secretary.

Details of the Retail Offer

The Company highly values its retail investor base and Company believes that it is appropriate to provide individual and other interested investors the opportunity to participate in the Capital Raise through the Retail Offer. The Company is therefore making the Retail Offer available through the PrimaryBid.

The Retail Offer is offered under the exemptions from the requirement to publish a prospectus under the UK version of Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "Prospectus Regulation"). As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation, or for approval of the same by the FCA in its capacity as the UK Listing Authority. The Retail Offer is not being made into any jurisdiction outside of the United Kingdom.

There is a minimum subscription of £250 per investor under the terms of the Retail Offer which is open to existing shareholders and other investors subscribing via PrimaryBid.

For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the Retail Offer is made, including the procedure for application and payment for new ordinary shares, is available to all persons who register with PrimaryBid.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for new ordinary shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on www.PrimaryBid.com and the PrimaryBid app before making a decision to subscribe for new ordinary shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the new ordinary shares if they are in any doubt. 

Important Notices

Persons distributing this announcement must satisfy themselves that is lawful to do so. This announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions.

The distribution of this announcement and the offering, placing and/or issue of the Retail Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or any of its affiliates, or any person acting on its or their behalf that would permit an offer of the Retail Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Retail Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

No prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the UK version of Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Retail Shares is being made in any such jurisdiction.

This communication is not a public offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold or transferred directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any State or any other jurisdiction of the United States. Accordingly, the Retail Shares are being offered and sold by the Company only outside the United States in "offshore transactions" (as such terms are defined in Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation S under the Securities Act and otherwise in accordance with applicable laws. No public offering of securities is being made in the United States.

Certain statements contained in this announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company and its subsidiaries (the "Group"). Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. No statement in this announcement is intended to be, nor may it be construed as, a profit forecast or be relied upon as a guide to future performance. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company, its directors, affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the Listing Rules, UK MAR, the Disclosure Guidance and Transparency Rules, the rules of the London Stock Exchange or the FCA.

This announcement has been issued by and is the sole responsibility of the Company.

This announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Retail Offer. Any indication in this announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. 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. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The Retail Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.