SYS Sysgroup Plc

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT WHATSOEVER IN ANY OF THOSE JURISDICTIONS.

TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE COMPANY'S ANNOUNCEMENT RELEASED ON 6 JUNE 2024 AT 5:11 P.M.

14 June 2024

SysGroup plc

("SysGroup", the "Group", or the "Company")

Result of Retail Offer

SysGroup (AIM:SYS), the technology partner for delivery and management of cloud, data and security services to power Artificial Intelligence ("AI") and Machine Learning ("ML") transformation, is pleased to announce that the Retail Offer launched on 7 June 2024 has raised in aggregate £0.3 million through the issuance of 837,157 Retail Offer Shares at a price of 33 pence per share.

Accordingly, the Company has conditionally raised total gross proceeds of approximately £11.3 million in aggregate by way of the Placing, the Subscription and the Retail Offer.

A separate announcement will be made following the General Meeting as to the results of the General Meeting and the total voting rights following Admission.

Admission

Application will be made to the London Stock Exchange for admission of the New Ordinary Shares to trading on AIM ("Admission"). It is expected that, subject to the necessary resolutions being passed at the General Meeting, Admission will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. on 26 June 2024.

Admission is conditional, inter alia, upon Admission becoming effective, the Placing Agreement not having been terminated and becoming unconditional, and upon the approval of Shareholders at the Company's forthcoming General Meeting to be held at 1:00 p.m. on 24 June 2024.

 IMPORTANT NOTICES

The content of this announcement has been prepared by and is the sole responsibility of the Company.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, Australia, Canada, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any 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.

Zeus Capital Limited ("Zeus") is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the transactions and arrangements described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the contents of this announcement, or the transactions, referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.

The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than AIM.