Proposed Secondary Placing of Ordinary Shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OR THE SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

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

12 July 2024

PROPOSED SECONDARY PLACING OF APPROXIMATELY 30 MILLION ORDINARY SHARES IN BALTIC CLASSIFIEDS GROUP PLC ("BCG")

Antler EquityCo S.à r.l. ("Antler"), which is controlled by funds advised by Apax Partners LLP ("Apax"), announces its intention to sell approximately 30 million ordinary shares in the capital of BCG (the "Placing Shares") by way of an accelerated bookbuild to institutional investors (the "Placing"). The Placing Shares represent approximately 6% of BCG's issued share capital. The Placing Shares rank pari passu in all respects with BCG's ordinary shares.

BCG has separately notified Antler of its intention to make an off-market purchase of approximately 4.2 million ordinary shares in the capital of BCG (the "Off-Market Purchase").  This will be executed concurrently with the Placing, in accordance with the terms of a contract (the "Buyback Contract") between Antler and BCG, which was approved by the shareholders of BCG at its Annual General Meeting on 27 September 2023, subject to the completion of the Placing.

Antler currently owns 63,092,378 ordinary shares representing approximately 13% of BCG's issued share capital.

BofA Securities Europe SA ("BofA Securities") is acting as sole Global Coordinator in connection with the Placing.

The bookbuilding process with institutional investors will commence today, 12 July 2024, and may close at any time on short notice. The results of the Placing, including the number of Placing Shares to be sold, will be announced as soon as practicable after the closing of the bookbuilding process.

To permit the Placing, the Global Coordinator has waived the 90 day lock-up undertaking that was agreed in connection with the previous placing undertaken by Antler on 31 May 2024.

Antler has undertaken that it will not dispose of any further BCG shares for a period of 90 days following completion of the Placing, subject to certain exceptions (including for disposals of shares pursuant to share repurchases by BCG) and waiver by the Global Coordinator.

BCG is not a party to the Placing and will not receive any proceeds from the Placing.

Enquiries:

IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole responsibility of the Seller.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions), Australia, Canada, 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 is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the 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.

The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken by Antler or BofA Securities or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and, subject to certain exemptions, may not be offered or sold in the United States (as defined in Regulation S under the Securities Act). Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.

Members of the public are not eligible to take part in the Placing. This Announcement and the terms and conditions set out herein are for information purposes only and are directed at and may only be communicated to (a) in the European Economic Area ("EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of Prospectus Regulation (Regulation (EU) 2017/1129); and (b) in the United Kingdom, at "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (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 (the "Order"); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").

Any investment or investment activity to which this Announcement relates is only available to, and will be engaged in only with, Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so.

In connection with any offering of the Placing Shares, BofA Securities and any of its affiliates acting as an investor for their own account may take up as a principal position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares. Accordingly, references in this announcement to the Placing Shares being sold, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, BofA Securities and any of its affiliates acting in such capacity. In addition they may enter into financing arrangements and swaps or contracts for differences with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. They do 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.

A communication that a transaction is or that the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Global Coordinator. BofA Securities reserves the right to take up a portion of the securities in the offering as a principal position at any stage at its sole discretion, inter alia, to take account of the objectives of the seller, UK MiFID II requirements and in accordance with allocation policies.

Neither BofA Securities nor any of its or its affiliates' directors, officers, employees, advisers 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) or any other information relating to the Seller, the Company, their respective subsidiaries or associated companies, 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.

BofA Securities is acting on behalf of Antler and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of the Placing Shares. BofA Securities will not regard any other person as its client in relation to the offering of the Placing Shares.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in BCG or its shares.

This announcement includes 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 "intends", "expects", "will", or "may", 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 forward-looking statements include all matters that are not historical facts and include statements regarding intentions, beliefs or current expectations. No assurances can be given that the forward-looking statements in this announcement will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual events or otherwise.