Cobalt Holdings PLC - Expected Intention to Float

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is an advertisement for the purposes of Rule 3.3 of the Prospectus Regulation Rules of the Financial Conduct Authority (the "FCA") made under section 73A of the Financial Services and Markets Act 2000 (the "FSMA") and is not a prospectus nor an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Australia or Japan.

Neither this announcement, nor anything contained herein, nor anything contained in the Registration Document (as defined herein) shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase any shares referred to in this announcement or the Registration Document except solely on the basis of the information contained in a prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, that may be published by Cobalt Holdings plc ("Cobalt Holdings" or the "Company") in due course in connection with a possible global offer of ordinary shares of the Company (the "Shares") to (i) certain institutional and professional investors (the "Institutional Offer"), and (ii) retail investors in the United Kingdom by RetailBook through its network of retail brokers, wealth managers and investment platforms (the "Retail Offer" and, together with the Institutional Offer, the "Global Offer") and the possible admission of such Ordinary Shares to the Equity Shares (Commercial Companies) category of the Official List of the FCA and to trading on the Main Market for listed securities of the London Stock Exchange plc (the "London Stock Exchange") ("Admission"). A copy of any Prospectus published by the Company will, if published, be available for inspection on the Company's website at www.cobaltholdingsplc.com, subject to certain access restrictions.

12 May 2025

Cobalt Holdings plc

Announcement of Intention to Publish a Registration Document and Expected Intention to Float on the Main Market of the London Stock Exchange

Cobalt Holdings plc, a company created primarily to purchase and hold physical cobalt and the only company offering public equity investors pure-play direct exposure to the price of cobalt, today announces its intention to raise approximately US$230 million through its Global Offer and the possible admission of its Ordinary Shares to the Equity Shares (Commercial Companies) category of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the Main Market for listed securities of the London Stock Exchange plc (the "London Stock Exchange") ("Admission"). Admission is expected to occur in June 2025.

Cobalt Holdings Highlights:

·      Cobalt Holdings will be the only company offering public equity investors pure-play exposure to cobalt, a "Strategic Raw Material", without the direct risks and liabilities associated with cobalt exploration, development or mining operations

·      Current oversupply in the cobalt market presents a significant opportunity to acquire cobalt below long-term average prices, with demand expected to increase from multiple end-use industrial applications such as the production of high-performance batteries: a core component of electric vehicles ("EVs"), portable electronics and energy storage systems ("ESS")

·      Glencore International AG ("Glencore") and certain entities and affiliates managed by Anchorage Structured Commodities Advisor, L.P. (together, "Anchorage"), have agreed to participate as cornerstone investors, agreeing to invest, in aggregate, an amount representing approximately 20.5% of the Shares to be offered pursuant to the Global Offer

·      Six-year supply contract secured with Glencore, providing guaranteed supply of premium-grade cobalt worth up to US$1 billion and a further supply contract to acquire up to 1,500 tonnes of cobalt from Anchorage in 2031

·      Initial $200 million purchase of 6,000 tonnes of cobalt from Glencore at a discount to today's spot price^[i]

·      Led by a high quality, experienced management team and board of directors (the "Board"), including Jake Greenberg, the CEO, who was part of the founding team of Yellow Cake plc

·      Outsourced, low-cost operating model to maximise efficiency for investors

Jake Greenberg, CEO of Cobalt Holdings, said:

"Our strategy is simple: to provide equity investors with direct, pure-play exposure to the price of cobalt through a low-risk, low-cost business model that sees us buying physical cobalt and holding it for the long-term.

We believe NOW is the right time to build a strategic stockpile of cobalt. The long-term price of cobalt has historically been well above the prevailing spot price. The DRC has begun to impose export restrictions, reducing metal supply, while demand for cobalt more than doubled between 2015 and 2024, and is expected to rise by more than 54% between 2024 and 2031, primarily on the back of accelerating EV battery demand growth. 

This year, Cobalt Holdings will acquire 6,000 tonnes of cobalt, equating to approximately 33% of the cobalt surplus supply in 2025, according to Benchmark Mineral Intelligence. We anticipate that supply and demand will come back into balance over the coming years and will create the necessary conditions to incentivise investment in new mines and refining capacity in the West, all of which are essential to deliver the energy transition.

We are delighted to have received the support of Glencore and Anchorage as cornerstone investors. Having two cobalt market experts partnering with us is a great validation of the merits of our strategy, timing, and business model."

Company Highlights

Cobalt Holdings is the only company offering public equity investors pure-play exposure to cobalt, a "Strategic Raw Material", with demand expected to increase from multiple end-use industrial applications

·      Following completion of the Global Offer, the Company would be the only listed company in the world offering public equity investors direct exposure to cobalt prices, given that a majority of cobalt is produced as a by-product of the extraction of mostly copper and nickel.

·      Cobalt is an energy transition and technology-enabling metal used extensively in electronic devices and renewable energy storage. As a result, cobalt is an element that is critical to the global energy transition and has been recognised by the European Union as a "Strategic Raw Material" in accordance with the CRMA adopted by the European Council on 18 March 2024.

·      From 2015 to 2024, global cobalt demand more than doubled, increasing from approximately 94,000 tonnes to 239,000 tonnes per annum. Looking forward, Benchmark Minerals forecasts global cobalt demand to rise more sharply to 369,480 tonnes by 2031.

·      Whilst cobalt has multiple end-use applications, its key use is in the production of high-performance batteries, a core component of EVs, portable electronic devices and energy storage systems, as cobalt is known to significantly enhance the stability and performance of batteries. Its key beneficial qualities include a high melting point (thermal stability), ferromagnetism, as well as resistance to oxidation and corrosion.

Significant opportunity given the cobalt market is currently in oversupply, with cobalt prices below long-term averages

·      The cobalt market has seen a significant ramp-up in supply from Indonesia and the Democratic Republic of Congo ("DRC"). Benchmark Minerals estimates 2024 global mined supply at 253,689^[ii] tonnes and 2024 global refined supply at 221,868 tonnes. While global cobalt supply is expected to continue to rise from increased mining globally, Benchmark Minerals forecasts rising global cobalt demand on the back of EV battery needs to ultimately outpace supply and drive a widening deficit long-term. Benchmark Minerals forecasts the emergence of a cobalt supply deficit of 22,649 tonnes by 2033 expanding to 45,756 tonnes by 2035.

·      The long-term price of cobalt has historically been well above the prevailing spot price.

·      Jake Greenberg, the current sole director of the Company (the "Director"), believes that now is an opportune time to purchase cobalt when cobalt is trading below long-term average prices, providing investors with exposure to the cobalt price as the market is expected to turn from oversupply to deficit in the coming years.

·      The Company's Initial Purchase of 6,000 tonnes accounts for approximately 33% of the 2025 forecast surplus, according to Benchmark Mineral Intelligence.

·      The Directors believe that supply and demand will come back into balance over the coming years and will create the necessary conditions to incentivise investment in new mines and refining capacity in the West.

Six-year supply contract secured with Glencore, providing guaranteed supply of premium-grade cobalt worth up to US$1 billion, with additional up to 1,500 tonnes of supply agreed with Anchorage for 2031

·      The Company has entered into an agreement for the sale and purchase of cobalt with Glencore (the "Glencore Supply Contract"), pursuant to which the Company will purchase an initial quantity of cobalt worth US$200 million (the "Initial Purchase") and will have the right to make five annual subsequent purchases of US$160 million (the "Subsequent Purchases"), providing the Company with access to up to US$1 billion of cobalt.

·      The Initial Purchase of 6,000 tonnes of cobalt from Glencore will be at a discount to today's spot price. ⁱ

·      The Company has the right to purchase cobalt from third parties once the Company has completed the Initial Purchase and satisfied its annual amount under the Subsequent Purchases, though Glencore has a right of first refusal to sell any such additional quantities to the Company.

·      As one of the world's leading industrial producers and traders of cobalt, Glencore is an ideal counterparty for the Company. As the contract is with Glencore's marketing arm, the cobalt will be sourced from multiple suppliers of cobalt, reducing any exposure to individual assets.

·      The Company will only accept delivery of brands of cobalt which the London Metal Exchange has approved, or are constituents of the Fastmarkets cobalt index, in order to ensure quality, liquidity, and sustainability of supply. Glencore also undertakes audits to demonstrate responsible sourcing practices and transparency across the supply chain.

·      The Company also has an agreement with Anchorage, for Anchorage to supply a further up to 1,500 tonnes of cobalt to the Company in 2031 (the "Anchorage Supply Contract").

The Company provides investors with exposure to cobalt without the direct risks and liabilities associated with cobalt exploration, development or mining operations

·      Nearly all other public companies that provide equity investors with exposure to the price of cobalt in some form also expose investors to direct exploration, development and operational risks associated with mining and refining operations.

·      As the Company has been created primarily to purchase and hold cobalt for the long-term, it is not involved in, nor does it control, the operational decisions relating to the mining or production of cobalt, cobalt mining projects or cobalt exploration efforts. The Company is, therefore, not directly exposed to the risks faced by mining operations or cobalt refining companies.

·      The Company has committed to store its cobalt in secure facilities located in Belgium, Netherlands, Singapore and South Korea, reducing geopolitical risk.

·      The Company also has stock only insurance which covers all interests, primarily metals, handled by the Company during their business operations or in their care, custody, or control.

Led by a high quality, experienced management team and Board

·      The Company's management team has decades of combined commodities, trading and financing experience.

·      Jake Greenberg, Chief Executive Officer of the Company, was part of the founding team of Yellow Cake plc, a publicly listed company that focuses on buying and holding physical uranium, aiming to realise returns on investment through the appreciation of its uranium holding and which has seen a material increase in value since its AIM IPO in 2018. Jake is also a founding member of 308 Services, an advisory company to Yellow Cake plc.

·      David Haughie, Chief Financial Officer of the Company, was a Managing Director and Head of Principal Investments for Mercuria Energy Group, from which he brings a significant global network across upstream, midstream, and downstream (wholesale) energy and mining.

·      In addition, the Company has entered into a services agreement with Cobalt Metal Management ("CMM"), an advisory company led by a management team who are highly experienced in both financial and commodity markets. Pursuant to the services agreement, CMM will, at the Company's request, advise the Company on and arrange cobalt acquisitions, sales and storage contracts, and will, at all times, monitor the market to identify such opportunities for consideration by the Directors. CMM will always act at the direction of the Board. The CMM team also has significant experience in commodities trading and logistics. The CMM team includes Peter Sugarman, who has approximately three decades of experience in the financial services industry, and Gonzalo Cuadra, who has more than three decades of experience in the metals market.

·      The Board comprises, as at the date of this announcement, Jake Greenberg as the sole director. Each of Josephine Bush, Andreas Hansson, Nicolaos Paraskevas and Sarah Maryssael will be appointed to the board ahead of Admission. In accordance with the UK Corporate Governance Code, on Admission, the Board will be predominantly comprised of independent non-executive directors. The proposed Board brings extensive corporate and commercial expertise across financial matters, commodities, prior UK public company experience, and a diversity of backgrounds and perspectives.

Outsourced, low-cost operating model to maximise efficiency

·      The Company's management team is deliberately lean in order to minimise corporate overhead costs and to maximise efficiency and returns for investors.

·      In order to maintain the low-cost management structure, the Company has entered into commercial agreements with: (i) CMM, to provide operational and technical advice regarding, inter alia, commodity pricing and logistics in relation to the cobalt acquisitions, sales and storage contracts (ii) Pacorini and Steinweg-Handelsveem B.V., for the provision of storage in warehouses located in Belgium, Netherlands, Singapore and/or South Korea, and (iii) Glencore and Anchorage, for the supply of cobalt.

Cornerstone Investor Agreements

Cobalt Holdings has entered into cornerstone agreements with each of Glencore and Anchorage, as well as certain side agreements as detailed below:

·      Glencore has agreed to participate as a cornerstone investor, investing approximately US$24.3 million, equivalent to an approximately 10% stake in the Company following Admission.

·      Anchorage has agreed to participate as a cornerstone investor, investing approximately US$23 million, equivalent to an approximately 9.5% stake in the Company following Admission.

·      Additionally, the Company and Anchorage have agreed to agree and execute documentation for Anchorage to provide a NAV correction facility, whereby Anchorage will provide the Company with debt financing of up to $23 million on an as-needed basis to allow the Company to repurchase the Company's shares, if the Company's shares trade at a 5% or greater discount to the inventory value of the cobalt held by the Company.

·      In connection with the NAV correction facility, the Company has agreed to issue warrants to Anchorage exercisable over a further 9,000,000 Shares, exercisable at a 20% premium to the Global Offer issue price for a period of two years from Admission.

·      In addition, the Company and Anchorage have also agreed to agree and execute the documentation pursuant to which Anchorage shall provide a loan for up to the aggregate purchase price under the Anchorage Supply Contract to be drawn by the Company at its discretion, on an as-needed basis to fund its purchase of cobalt under the Anchorage Supply Contract in 2031.

Potential Global Offer highlights

Should Cobalt Holdings proceed with the Global Offer, the current expectation is that:

·      the Company's shares would be admitted to the Equity Shares (Commercial Companies) category of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange;

·      the Global Offer would be a targeted offering to institutional investors outside of the United States pursuant to Regulation S and to QIBs in the United States pursuant to Rule 144A under the United States Securities Act of 1933 (the "Securities Act"), alongside an offering to retail investors in the United Kingdom by RetailBook through its network of retail brokers, wealth managers and investment platforms;

·      any additional details in relation to the Global Offer, together with any changes to corporate governance arrangements, would be disclosed in a Confirmation of the Intention to Float announcement and/or the prospectus, if and when published; and

·      the Company has engaged Citigroup Global Markets Limited ("Citi") as Sole Sponsor, Sole Global Co-ordinator, and Joint Bookrunner, and Canaccord Genuity Limited as Joint Bookrunner in the event the Company proceeds with the Global Offer.

A copy of the Registration Document will be uploaded to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism once approved by the FCA. A copy of the Registration Document will also be available online at www.cobaltholdingsplc.com, subject to certain access restrictions.

Access to supplemental information for bona-fide, unconnected research analysts: Information in relation to the Company will be made available via a link to unconnected research analysts today.

Please contact matthew.walker@cen-grp.com if you are a research analyst and would like to receive access to the information.

Strategy

Cobalt Holdings' strategy is to invest in long-term physical holdings of cobalt and not to actively speculate with regard to short-term changes in the cobalt price. The Company will gain cobalt price exposure through the purchase of physical cobalt, leveraging the expertise of its executive management, the experience of its Director and the proposed directors of the Company ("Proposed Directors"), and advice from CMM, the advisory company engaged by Cobalt Holdings, to ensure the best transaction terms and to maximise the efficiency of its operations.

The Company aims to provide its shareholders with long-term cumulative exposure to the cobalt price and the cobalt market generally by utilising the Company's management team's expertise and market knowledge to:

(a)           purchase and, potentially in the future, sell and trade cobalt in the spot market, through the Glencore Supply Contract, the Anchorage Supply Contract and through any other spot and long-term contracts entered into by the Company with the aim to generate value for Shareholders;

(b)           manage the logistics and storage of cobalt in a cost-efficient and safe manner in secure warehouses located in Belgium, the Netherlands, Singapore and South Korea, with a preference for the cobalt to be stored in warehouses located in Belgium and the Netherlands; and

(c)           explore the potential to execute operational and financial transactions to secure exposure to the cobalt price with the aim of maximising shareholder returns.

The strategy of the Company is to invest in long-term physical holdings of cobalt and not to actively speculate with regard to short-term changes in the cobalt price. The Company does not currently intend to gain exposure through streams, royalties or direct interests in mineral properties, but the Director and the Proposed Directors retain the discretion to elect to do so in the future. Investors in the Company will have the ability to invest in cobalt in a manner that does not directly involve the risks associated with investment in companies which explore for, develop, mine or otherwise process cobalt.

Use of proceeds

The Global Offer comprises the issue by the Company of 90,000,000 Shares, expected to raise gross proceeds of US$230 million. The Company expects to utilise approximately US$203.5 million from the Global Offer to execute the Initial Purchase in accordance with the Supply Contract. The Company intends to use the remaining net proceeds to provide balance sheet strength and financial flexibility to support the Company's growth plans in relation to future physical cobalt purchases and for shipping and storage costs, insurance, management, legal and banking fees and general corporate purposes.

Experienced Board and management team

Josephine Bush, Proposed Independent Non-Executive Chair

Josephine Bush has extensive experience in the energy transition, renewables, ESG and sustainability sector. Josephine was a senior partner at EY LLP specialising in the renewables sector with over 25 years experience in the sector. She was a key contributor and pioneer in the build of EY's renewables practice, ultimately sitting on the UK&I Power&Utilities Board as well as the UK&I Governance Board. She is currently a Non-Executive Director on two listed boards; the Next Energy Solar Fund PLC (LSE: FTSE 250) where she Chairs the ESG Committee, and Vulcan Energy Resources Ltd (AUX and FSX), where she Chairs the Audit, Risk and ESG Committee. She is also a member of the investment and valuation committee of Gresham House's British Sustainable Infrastructure Fund. Josephine founded Sustineri Strategy Ltd, post EY, a sustainability and ESG advisory business. Josephine is a qualified solicitor, chartered tax advisor and is CFA ESG qualified. She is also a Fellow of the Royal Geographic Society.

Josephine graduated from Cambridge with an MA in Law.

Jake Greenberg, Chief Executive Officer

Jake Greenberg is the Managing Director of Sage Enterprises a commodity sector consulting firm. Jake was part of the founding team of Yellow Cake plc, a specialist uranium vehicle which now has a market cap of approximately £1.0 billion. Jake also co-founded Paratus Holdings Limited, the world's first insurance company to write policies against energy price volatility. Jake has almost two decades of capital markets experience and an extensive network across the natural resource investment community. Prior to joining Sage Enterprises, Jake was the Global Head of Natural Resources Specialist Sales at Bank of America Merrill Lynch, and was the number two ranked sector specialist in the Institutional Investor and Extel surveys.

Jake graduated Magna Cum Laude with a BA from Princeton.

Andreas Hansson, Proposed Senior Independent Non-Executive Director

Andreas Hansson is an investor and advisor with extensive operational and investment experience. He was a Managing Director at SB Management, an affiliate of Softbank, leading their investments in deep tech companies, and the former Technical Advisor to the Chief Technology Officer of Arm. Andreas is a board professional, and serves on the board of several companies including Kahoot! and AutoStore. He is a member of the audit and remuneration committee at both companies, and previously served as the Chairman at Kahoot!. Andreas is also Chairman at Riverlane, one of the world's leading quantum computing companies.

Andreas holds a PhD in electrical engineering from Eindhoven University of Technology, the Netherlands.

Nicolaos Paraskevas, Proposed Independent Non-Executive Director

Nicolaos Paraskevas is the former head of copper and cobalt marketing at Glencore and has decades of experience in the metals and mining industry. He qualified as a Chartered Accountant from the South African Institute and is a director of Exurban Limited which is developing the world's first zero waste circular economy recycling facility, specifically designed to recycle electronic scrap.

Nicolaos is a qualified Chartered Accountant having studied at the University of the Witwatersrand in South Africa, receiving his degree with distinction and passing the CA (SA) qualifying exam with honours.

Sarah Maryssael, Proposed Independent Non-Executive Director

Sarah Maryssael is Chief Strategy Officer, Lithium, at Rio Tinto, having been General Manager of Canada and Chief Strategy Officer at Arcadium Lithium prior to its acquisition by Rio Tinto. Before joining Arcadium Lithium, Sarah led the strategic sourcing of lithium and other battery metals for Tesla's global battery supply chain across its Nevada, Shanghai, Berlin, and Texas Gigafactories. She also provided leadership for scaling Tesla's future cathode roadmap and was actively involved in multiple responsible sourcing initiatives. Prior to joining Tesla, Sarah was a business consultant at Boston Consulting Group. She also gained extensive experience in various engineering, operations, and process technology roles at Vale and ExxonMobil.

Sarah graduated from the University of Melbourne with a Bachelor of Engineering in Chemical Engineering. She also graduated from INSEAD in France with a Master of Business Administration.

David Haughie, Chief Financial Officer

David Haughie is the Chief Financial Officer of the Company. David was most recently a Managing Director and Head of Principal Investments for Mercuria Energy Group in London, where he developed a significant global network across upstream, midstream, and downstream (wholesale) energy and mining. David is currently a Senior Adviser to SulNOx Group, a green-tech company specialising in responsible solutions towards decarbonisation of liquid hydrocarbon fuels. He has also held executive board and board advisory roles with several clean energy and clean-tech companies including The Mobility House, N+P Group B.V., Pretoria Energy Group Limited, and Exergyn Limited.

David graduated from Balliol College, Oxford, with a master's degree in Engineering Science.

For more information, please visit www.cobaltholdingsplc.com or contact the following:

IMPORTANT LEGAL INFORMATION

The contents of this announcement, which has been prepared by and is the sole responsibility of Cobalt Holdings plc, has been approved by Citigroup Global Markets Limited ("Citi") solely for the purposes of section 21(2)(b) of FSMA (as amended).

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

This announcement is not for release, publication or distribution in whole or part, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction where such distribution would be unlawful. This announcement does not constitute a prospectus or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, or otherwise invest in, Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful, including the United States (including its territories or possessions or any State of the United States and the District of Columbia (the "United States")), Canada, Australia or Japan. 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 under the laws or with any securities regulatory authority of any state of the United States. The Shares may not be offered, sold, pledged or otherwise transferred in the United States, except to qualified institutional buyers ("QIBs") as defined in, and in reliance on, Rule 144A under the US Securities Act ("Rule 144A") or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. There will be no public offering of securities in the United States.

This announcement is only addressed to and directed at specific addressees who: (A) if in a member state of the European Economic Area (the "EEA"), are persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) (the "Prospectus Regulation") ("Qualified Investors"); and (B) if in the United Kingdom, are "qualified investors" within the meaning of Article 2(e) of the UK version of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") who are: (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"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) are other persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA (as amended)) in connection with the sale of any securities of the Company may otherwise lawfully be communicated or caused to be communicated; or (iv) intermediaries using the RetailBook portal for distribution to retail investors in the United Kingdom (all such persons referred to in (i), (ii), (iii) and (iv) together being "Relevant Persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA by persons who are not Qualified Investors. Any investment activity to which this announcement relates (i) in the United Kingdom is available only to, and may be engaged in only with, Relevant Persons, and (ii) in any member state of the EEA is available only to, and may be engaged only with, Qualified Investors.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "targets, "anticipates", "expects", "intends", "may", "will", "forecast" or "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 statements reflect beliefs of the sole director of Cobalt Holdings plc (the "Director") (including based on the Director's expectations arising from pursuit of the Company's strategy) as well as assumptions made by the Director and information currently available to the Company. Although the Director considers that these beliefs and assumptions are reasonable, by their nature, forward-looking statements reflect the Director's current view with respect to future events and involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Company's actual financial position, results of operations, cash flows, liquidity, prospects, growth or strategies to be materially different from any future such metric expressed or implied by such statements. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Forward-looking statements speak only as of the date they are made. Forward-looking statements may and often do differ materially from actual results. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved.

In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur or the Company's actual results, performance or achievements might be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Each of Citi, Canaccord Genuity Limited ("Canaccord" and, together with Citi, the "Banks"), the Company or any member of the Company, or any of such person's affiliates or their respective directors, officers, employees, agents or advisers expressly disclaim any obligation or undertaking to update, review or revise any such forward-looking statement or any other information contained in this announcement, whether as a result of new information, future developments or otherwise, except to the extent required by applicable law. You are therefore cautioned not to place any undue reliance on such forward-looking statements. In addition, even if the results of operations, financial condition and liquidity of the Company, and the development of the industry in which the Company operates are consistent with the forward-looking statements set out in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. No statement in this announcement is intended to be a profit forecast.

Any purchase of Ordinary Shares in the possible Global Offer should be made solely on the basis of information contained in the prospectus which may be issued by the Company in connection with the Global Offer. The information in this announcement is subject to change. Before purchasing any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the prospectus, if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither this announcement, nor anything contained in the Registration Document, shall constitute, or form part of, any offer or invitation to sell, or any solicitation of any offer to acquire, any Ordinary Shares or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.

The Company may decide not to go ahead with the possible Global Offer and there is therefore no guarantee that a prospectus will be published, the Global Offer will be made or Admission will occur. Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. Neither this announcement, nor the Registration Document, constitutes a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of a possible offer for the person concerned.

Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice, (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances or (iii) a personal recommendation to you.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Banks nor any of their respective affiliates and/or any of their or their affiliates' directors, officers, employees, advisers and/or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) and/or any other information relating to the Company whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Each of the Banks is authorised and regulated by the FCA in the United Kingdom. Each of the Banks is acting exclusively for the Company and no one else in connection with the possible Global Offer. The Banks will not regard any other person (whether or not a recipient of this announcement) as their client in relation to the possible Global Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the possible Global Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the withdrawal of the UK from the European Union, the Banks may, at their discretion, undertake their obligations in connection with the possible Global Offer by any of their affiliates based in the EEA.

Certain data in this announcement, including financial, statistical, and operating information has been rounded. As a result of the rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Percentages in tables may have been rounded and accordingly may not add up to 100 per cent.

Unless otherwise indicated, market, industry and competitive position data are estimated (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Company ascertained the underlying economic assumptions relied upon therein.

For the avoidance of doubt, the contents of the Company's website, or any website directly or indirectly linked to the Company's website, are not incorporated by reference into, and do not form part of, this announcement.