Information Document

The following is an information document required to be published in accordance with Article 1.5(h) of the Prospectus Regulation ((EU) 2017/1129) (the “Regulation”), in relation to the admission to trading of certain transferrable securities, which is exempt from the requirement to publish a prospectus under the Regulation. This information document was published on 3 December 2021.

Issuer:

discoverIE Group plc (https://www.discoverieplc.com/)

Nature of securities:

Ordinary shares of 5p each in the Issuer

Number of securities:

650,000

Reasons for the allotment:

The Issuer operates the following employee share schemes (the “Schemes”):

  • the Acal plc 2008 Renewed Long-Term Incentive Plan;
  • the Acal plc 2010 Company Share Option Plan;
  • the Acal plc 2014 Unapproved Share Option Plan;
  • the discoverIE plc 2018 Renewed Long-Term Incentive Plan; and
  • the discoverIE Group plc 2021 Long Term Incentive Plan.

Shares will be allotted to the trustee of the discoverIE Group plc Employee Benefit Trust (the “EBT”), in order for it to satisfy the exercise of awards granted under the Schemes (and any successor plans) by transferring the relevant number of shares to the relevant individual(s) immediately following any exercise of those awards.

Details of the allotment:

The number of securities detailed above will be subject to a listing application. If this application is successful, the securities will be issued to the trustee of the EBT.

The number of securities detailed above will be admitted to trading to the Official List of the UK Listing Authority and admitted to trading on the Main Market of the London Stock Exchange.

The securities will, upon issue, rank equally in all respects with the existing ordinary shares of 5p each in respect of the Issuer.

The trustee of the EBT has agreed to use any shares that it holds to satisfy the exercise of awards granted under the Schemes. As and when a current or former director or employee of the Issuer or an affiliated undertaking exercises an award granted under one of the Schemes, the trustee of the EBT will transfer such number of shares required to satisfy the exercise to the individual, subject to the terms of the award and the rules of the relevant Scheme.

Ordinarily, a prospectus may be required to be issued pursuant to the Regulation in relation to the admission of securities to trading. However, where the securities being admitted to trading on a regulated market are to be allotted to current or former employees or directors, then an exemption from the requirement to file a prospectus is available (the “Exemption”). The Exemption is contained in Article 1.5(h) of the Regulation. The Issuer is relying on the Exemption in relation to the allotment outlined in this Information Document.