McPhy Energy : Launch of a private placement

DISCLAIMER

This announcement and the information contained herein do not constitute either an offer to sell or purchase, or the solicitation of an offer to sell or purchase, securities of McPhy in France, in the United States or in any other jurisdiction for the purpose of a public offering transaction.

The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.

This announcement is an advertisement and not a prospectus within the meaning of the Directive 2003/71/CE of the European Parliament and of the Council of 4 November 2003, as amended by (the 'Prospectus Regulation').

With respect to the Member States of the European Economic Area (including France) ('Member States'), no action has been or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any Member State. As a result, the securities of the Company may not and will not be offered in any Member State except in accordance with the exemptions set forth in Article 3(2) of the Prospectus Regulation, or under any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Regulation and/or to applicable regulations of that relevant Member State.

For the purposes of the provision above, the expression 'offer to the public' in relation to any shares of the Company in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Member State.

This document does not constitute an offer to the public in France and the securities referred to in this document can only be offered or sold in France pursuant to Article L. 411-2-II of the French Code monétaire et financier to (i) providers of third party portfolio management investment services, (ii) qualified investors (investisseurs qualifiés) acting for their own account and/or (iii) a limited group of investors (cercle restreint d'investisseurs) acting for their own account, all as defined in and in accordance with Articles L. 411-1, L. 411-2 and D. 411-1 to D. 411-4 and D. 754-1 and D. 764-1 of the French Code monétaire et financier. In addition, in accordance with the autorization granted by the general meeting of the Company's shareholders dated January 18, 2019, only the persons pertaining to the categories specified in the 5 th resolution of such general meeting may subscribe to the offering.

The distribution of this press release is only being distributed to, and is only directed at persons in the United Kingdom, subject to applicable laws, (i) persons having professional experience in matters relating to investments who fall within the definition of 'investment professionals' in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the 'Order'); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) (a) to (d) of the Order or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as 'Relevant Persons'). The Reserved Offering mentioned herein is only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire shares will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on, this press release or any information contained herein.

This press release has been prepared on the understanding that the offer of securities referred to herein in any Member State of the European Union or the members of the European Economic Area Agreement who have transposed the Prospectus Directive, as defined below, (each, a 'Concerned Member State') will not require the publication of a prospectus in any Concerned Member State, and no action has been nor will be undertaken to allow the public offering of securities requiring the publication of a prospectus in any Concerned Member State. As a result, any person offering or intending to offer, in any Concerned Member State, the securities that are the subject of the Reserved Offering described herein may not do so except in a manner that will not create any obligation on the part of McPhy or the Managers mentioned herein to publish a prospectus with respect to such offer under Article 3 of the Prospectus Directive, as modified by Prospectus Directive Amendment 2010/73/UE. Neither McPhy nor any of the Managers has authorized, nor will authorize, any offer of the securities mentioned referred to herein in circumstances that would result in the obligation on the part of McPhy or any of the Managers to publish a prospectus in connection with such offer.

This press release does not constitute a prospectus within the meaning of the Prospectus Directive.

This press release may not be distributed, directly or indirectly, in the United States. This press release does not constitute an offer of securities for sale or the solicitation of an offer to purchase securities in the United States or any other jurisdiction where such offer may be restricted. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The securities of McPhy have not been and will not be registered under the Securities Act and McPhy does not intend to make a public offering of its securities in the United States, Canada, Australia or Japan. Copies of this document are not being, and should not be, distributed in or sent into the United States.

Investors may not accept an offer of securities referred to herein, nor acquire such securities, unless on the basis of information contained in the Prospectus. This announcement cannot be used as basis for any investment agreement or decision.This press release may not be distributed, directly or indirectly, in or into the United States, Canada, Australia or Japan.

The Managers are acting as financial advisers to the Company and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to customers of the Managers or for providing advice in relation to this communication or any other matter contemplated herein.