announcement of offer price.pdf

For immediate release

28 September 2018

Funding Circle Holdings plc

Announcement of Offer Price

Following the announcement by Funding Circle on 19 September 2018 of the offer price range and the publication of the Prospectus in connection with the initial public offer of its Shares (the “IPO” or the “Offer”), Funding Circle today announces the successful pricing of the Offer at 440 pence per Share (the “Offer Price”).

Offer Highlights

• The Offer Price has been set at 440 pence per Share.
• The Offer comprises 68,181,818 New Shares and 31,953,668 Existing Shares, representing 29.3% of the Company’s issued Shares immediately following Admission, excluding the Over-allotment Option.
• Immediately following Admission, the issued share capital of the Company will be 341,805,700 Shares.
• On the basis of the Offer Price, the market capitalisation of the Company at the commencement of conditional dealings will be approximately £1,504 million, based on the number of Shares outstanding. On a fully diluted basis (including vested and unvested options), the Company’s equity value would be approximately £1,595 million.
• The Offer will raise total gross proceeds of £300 million for the Company, and £141 million for the Selling Shareholders assuming no exercise of the Over-allotment Option and £185 million assuming exercise in full of the Over-allotment Option.
• An additional 10% of the total number of Shares comprised in the Offer (10,013,548 Existing Shares, equating to proceeds of £44 million) has been made available by the Over-allotment Shareholders pursuant to the Over-allotment Option.

Samir Desai, CEO and co-founder of Funding Circle, said: “We have always believed Funding Circle would be well-suited to the public markets and today’s milestone is recognition of the strength and global impact of our model. We look forward to starting this exciting new chapter for the business as we focus on growth across all markets and seek to create a better financial world for small businesses and investors. I am pleased to welcome our new shareholders and I would like to thank my fellow Circlers for all their hard work since we launched. Funding Circle is a very ambitious company and we are excited to continue growing our business over the coming years. The UK is a great place to start and grow a FinTech business and we are proud of today’s accomplishment.”

Admission and Dealings

Conditional dealings in the Shares are expected to commence on the London Stock Exchange at 8.00 a.m. on 28 September 2018 under the ticker "FCH" and ISIN GB00BG0TPX62. Investors should note that only investors who applied for, and were allocated Shares in the institutional Offer or (save in certain circumstances) the Intermediaries Offer will be able to deal in the Shares on a conditional basis.

Admission is expected to become effective, and unconditional dealings in the Shares are expected to commence on the London Stock Exchange, at 8.00 a.m. on 3 October 2018.

The Pricing Statement relating to the Offer will be available free of charge at the Company's registered office at 71 Queen Victoria Street, London EC4Y 4AY. In addition, the Pricing Statement will (subject to certain restrictions) be published on the Company's website at corporate.fundingcircle.com/investors/prospectus.

Further Information

As disclosed in the Prospectus, it is expected that, subject to Admission the Company will on or about Admission pursue a block listing application in respect of 11,953,368 Shares which may be issued in connection with the exercise of vested options in the six month period following Admission.

The Company, Heartland and all shareholders holding more than 0.25% of the issued share capital of the Company immediately prior to Admission (other than the Directors and certain other employees of the Group) will be subject to a 180 day lock-up from the date of Admission. The Directors and certain employees of the group will be subject to a 365 day lockup from the date of Admission. The lock-ups are subject to certain customary exemptions and may otherwise only be waived with the consent of the Joint Global Co-ordinators.

It is also expected that the Company will be eligible for inclusion in the FTSE UK indices within the Technology supersector.

About Funding Circle

Funding Circle (corporate.fundingcircle.com) is a global SME loans platform, connecting SMEs who want to borrow with investors who want to lend in the UK, US, Germany and the Netherlands. Since launching in 2010, investors across Funding Circle’s geographies – including more than 80,000 retail investors, banks, asset management companies, insurance companies, government-backed entities and funds – have lent more than £5 billion to over 50,000 businesses globally.