Oleeo : Proposed Tender Offer and Proposed cancellation of admission of Ordinary Shares to trading on AIM

7 November 2019

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF

ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, OR INTO OR FROM UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA AND JAPAN AND ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.

Oleeo plc

("Oleeo" or "the Company")

Proposed Tender Offer

and

Proposed cancellation of admission of Ordinary Shares to trading on AIM

The Company announces a proposed tender offer and cancellation of the admission of its Ordinary Shares to trading on AIM, subject to approval by Shareholders.

The Tender Offer provides Shareholders who do not wish to remain as Shareholders after the Cancellation has taken place with an opportunity to realise their investment in the Company by accepting the Tender Offer pursuant to which the Company will, conditionally, offer to purchase up to 1,348,124 Ordinary Shares at the Tender Price of 165 pence per Ordinary Share, being the closing mid-market price per Ordinary Share on 6 November 2019 (being the last practicable date prior to this announcement).

The Company has received irrevocable undertakings not to tender any Ordinary Shares under the Tender Offer in respect of, in aggregate, 6,370,500 Ordinary Shares, representing approximately 83.51 per cent. of the current issued Ordinary Shares from the Founder Concert Party. The Company has also received irrevocable undertakings to vote in favour of all of the Resolutions being passed at the General Meeting in respect of, in aggregate, 6,387,000 Ordinary Shares, representing approximately

83.73 per cent. of the issued Ordinary Shares from the Founder Concert Party and the Directors of the Company.

Cancellation and the Tender Offer are conditional, among others, upon all of the Resolutions being passed at the General Meeting to be held at 11.00 a.m. (or if later immediately following the conclusion of the AGM) on 3 December 2019.

A circular will be posted to Shareholders (the "Circular") on or around 8 November 2019 setting out the reasons for, and implications of, the Cancellation and providing further details on each of the Cancellation and the Tender Offer. A notice convening the General Meeting is set out at the end of the Circular.

Cancellation is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting.

In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the date of Cancellation.

For further information:

Oleeo Plc

Charles Hipps, Managing Director,

Telephone: [phone]

Email: [e-mail]

Panmure Gordon (UK) Limited

Nominated Adviser and Broker

Alina Vaskina / Justin Gulston / Ryan Lever

Telephone: [phone]

For more information visit: www.oleeo.com

IMPORTANT NOTICE

If Shareholders are in any doubt about the contents of this announcement or the action they should take, they are recommended to seek advice from their stockbroker, solicitor, accountant, bank manager or other appropriately authorised independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if they are in the United Kingdom or from another appropriately authorised independent financial adviser if they are in a territory outside the United Kingdom.

This announcement does not constitute, or form part of, any offer for or invitation to sell or purchase any securities, or any solicitation of any offer for, securities in any jurisdiction. Any acceptance or other response to the Tender Offer should be made only on the basis of information contained in or referred to in the Circular. The Circular will contain important information, including the full terms and conditions of the Tender Offer, which Shareholders are urged to read carefully. The Tender Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of United States, Canada, Australia, New Zealand, South Africa and Japan and any other jurisdiction where such distribution of the Circular into or inside or from such jurisdiction would constitute a violation of the laws of such jurisdiction.

This announcement includes 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", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. 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 and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Document. In addition, even if the

Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company nor any of its associates, directors, officers or advisers undertakes any obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Tender Offer and	7 November 2019
Cancellation
Tender Offer opens and notice of	8 November 2019
Cancellation provided to the London Stock
Exchange

Posting of the Circular, Tender Forms, Proxy Forms and the Letters to Optionholders

Posting of the Annual Report and Accounts, and Notice of AGM

Latest time and date for receipt of proxy forms for the AGM

Latest time and date for receipt of Proxy Forms for the General Meeting

AGM

General Meeting

Announcements of results of AGM and General Meeting

Expected Admission of new Ordinary Shares resulting from exercise of Options

Latest time and date for receipt of Tender Forms and TTE instructions in relation to the Tender Offer

Tender Offer Record Date

Announcement of the results of the Tender Offer

Latest date to exercise Eligible Options

8 November 2019

8 November 2019

1. a.m. on 1 December 2019

1. a.m. on 1 December 2019

10.30 a.m. on 3 December 2019

11.00 a.m. (or if later immediately following the conclusion of the AGM on 3 December 2019

3 December 2019

8.00 a.m.

on 4 December 2019

1.00 p.m. on 5 December 2019

close of business on 5 December 2019

6 December 2019

1.00 p.m. on 3 December 2019

Expected date of Cancellation	with effect from 7.00 a.m.
	on 12 December 2019
Cheques dispatched and CREST accounts	by 16 December 2019
credited in respect of proceeds due under
the Tender Offer
CREST accounts credited with, and share	by 16 December 2019
certificates dispatched in respect of, revised
holdings of Ordinary Shares following the
Tender Offer
Notes:

1. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders through a Regulatory News Service.
2. All references to time are to London time, unless otherwise stated.

Background to, and reasons for, the proposed Tender Offer and Cancellation

Cancellation

The Board has for some time been reviewing the benefits to, and burdens on, the Company and Shareholders of the continuing AIM Admission. The Board having conducted this review, has concluded that Cancellation is in the best interests of the Company and its Shareholders as a whole. In reaching this conclusion, the Board has considered, among others, the following principal factors:

• the considerable costs, management time and the legal and regulatory burden associated with maintaining the Company's AIM Admission are, in the Board's opinion, materially disproportionate to the benefits to the Company and Cancellation will enable the Company to reduce administrative costs;
• with regard to the costs in particular, even though these have been, so far as reasonably possible, controlled and minimised by the Company, the Board believes that these funds could be better utilised for the benefit of the Company;
• the Company has seen limited trading volume in its Ordinary Shares, with an average daily volume of approximately 153.73 Ordinary Shares, representing approximately 0.0020 per cent. of the current issued Ordinary Shares, over the three months ending 6 November 2019;
• approximately 83.51 per cent. of the current issued Ordinary Shares are held by the Founder Concert Party;
• the Company's market capitalisation is £12.6 million as at close on 6 November 2019 (being the last practicable date prior to the publication of this announcement); and
• the Company has not utilised AIM to raise equity capital for its expansion since its AIM Admission in March 2000 and is currently unlikely to benefit from any new institutional investors or additional analyst interest in the secondary market.

For the reasons set out above, the Board has concluded that it would be in the best interests of the Company and Shareholders as a whole if the AIM Admission were to be cancelled at the earliest opportunity.

Tender Offer

The Board recognises that some Shareholders may not be able or willing to continue to hold Ordinary Shares following the Cancellation. The Tender Offer gives such Shareholders (if they are Qualifying Shareholders) an opportunity, to dispose of or reduce their interest in the Company. Those Qualifying Shareholders who wish to continue holding Ordinary Shares following the Cancellation may do so, but there would no longer be a formal market mechanism enabling Shareholders to trade their Ordinary Shares.

The Board considers that the Tender Offer:

• provides an opportunity for Qualifying Shareholders to tender their Ordinary Shares prior to the Cancellation;
• gives Qualifying Shareholders the ability to tender all or some Ordinary Shares held by them (without scaling back) or to tender none of their Ordinary Shares, depending on their own liquidity requirements and their view of the prospects of the Company going forward; and
• provides a return of cash now, compared to the alternative of being exposed to the financial risks of the ongoing operations of the Company.

Process for Cancellation

In accordance with the AIM Rules, the Cancellation is conditional on the consent of not less than 75 per cent. of the votes cast by Shareholders at a general meeting.

Furthermore, Rule 41 of the AIM Rules requires any AIM company that wishes the London Stock Exchange to cancel the admission of its shares to trading on AIM to notify shareholders and to separately inform the London Stock Exchange of its preferred cancellation date at least 20 Business Days prior to such date. In accordance with AIM Rule 41, the Board has notified the London Stock Exchange of the Company's intention, subject to Resolution 1 being passed at the General Meeting, to cancel the Company's AIM Admission on 12 December 2019. Cancellation will not take effect until at least five clear Business Days have passed following the passing of Resolution 1. If the Resolution 1 is passed at the General Meeting, it is proposed that the last day of trading in Ordinary Shares on AIM will 11 December 2019 and that Cancellation will take effect at 7.00 a.m. on 12 December 2019.

Principal effects of Cancellation

The principal effects that the Cancellation would have on Shareholders are as follows:

• there would no longer be a formal mechanism enabling Shareholders to trade their Ordinary Shares through the market. Accordingly, while the Ordinary Shares will remain freely transferable, they may be more difficult to sell compared to shares of companies admitted to trading on AIM (or any other recognised market or trading exchange);
• it may also be more difficult for Shareholders to determine the market value of their shareholdings in the Company at any given time;
• the Company would no longer be subject to the AIM Rules (and accordingly, Shareholders will no longer be afforded the protections given by the AIM Rules. Such protections include:

1. the Company will not be bound to make any public announcements of material events,

or to announce interim or final results, announce substantial transactions and related party transactions, or comply with the requirement to obtain shareholder approval for reverse takeovers and fundamental changes in the Company's business; and

1. Panmure Gordon will cease to be the Company's nominated adviser and broker and the Company will cease to retain a nominated adviser and broker;