Investors

NOT FOR DISTRIBUTION IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS), CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA. THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Placing of 9,813,450 ordinary shares in Sondrel (Holdings) plc ("Sondrel" or the "Company")

Siemens Industry Software Limited ("Siemens") has sold, subject to completion, 9,813,450 ordinary shares of £0.001 each in the Company (the "Placing Shares") at a price of 6 pence per share (the "Placing"). Peel Hunt LLP ("Peel Hunt") is acting as sole bookrunner to the Placing.  The Placing Shares represent approximately 11.22% of the Company's issued share capital.  Following the Placing, Siemens will not have an interest in ordinary shares of the Company. 

The proceeds of the Placing are payable in cash and will be settled on a T+2 basis (unless otherwise agreed), and settlement of the Placing is expected to occur on or about 5 December 2023.

The Company will not receive any proceeds from the Placing.

Market Abuse Regulation

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation. Upon the publication of this announcement via a regulatory information service, this inside information is now considered to be in the public domain.

DISCLAIMER

This announcement and the information contained herein may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement and the information contained herein are for information purposes only and do not constitute or form part of any offer of securities for sale or a solicitation of an offer to purchase securities in the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction.

In the United Kingdom, this announcement is only directed at persons who are qualified investors (as defined below) and (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This announcement is directed exclusively at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.  No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of Siemens, Peel Hunt or any of their respective affiliates.

Peel Hunt is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Peel Hunt is acting only for Siemens in connection with the Placing and will not be responsible to anyone other than Siemens for providing the protections offered to their respective clients nor for providing advice in relation to the Placing or any matters referred to in this announcement.

Peel Hunt and/or any respective affiliates may take up a portion of the securities in the offering as a principal position and in that capacity may retain, purchase or sell for their own account such securities. Peel Hunt does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.