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Offer for Solutions Division of River & Mercantile plc

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS OF ANY OFFER.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

1 December 2021

Offer for Solutions Division (“SD”) of River and Mercantile plc ("RMG")

Disruptive Capital Acquisition Company ("DCAC" or the "Company") notes the references by RMG regarding an approach for its Solutions Division and confirms that it has submitted a proposal to acquire SD to the Board of RMG (the "SD Offer"), subject inter alia to contract and to regulatory approvals.

In the light of RMG’s announcements of other possible offers for the entire share capital of RMG, and the publication of a shareholder circular concerning the proposal sale of SD, DCAC is concerned to ensure that potentially material price sensitive information is in the public domain.

The SD Offer is at a higher value than the price offered for SD by Schroders. The SD Offer is contemplated to comprise of cash plus in the form of a securities exchange offer. The final details of the SD Offer are to be confirmed. The DCAC directors believe the SD Offer will benefit River & Mercantile’s shareholders in the near term and longer term.

The DCAC directors believe that a combination of DCAC and SD would create significant value for the combined group's clients, portfolio managers, employees and shareholders. The DCAC directors also believe that there is material value in leveraging other aspects of the DCAC board, business network and strategy to increase the assets under management, to enhance the liability solutions on offer to pension fund clients, to improve access to alternative assets and so widen client appeal.

There can be no certainty that the SD Offer or any such offer will ultimately be accepted, nor as to the terms of any such offer.

A further announcement regarding the SD Offer will be made in due course as appropriate.



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