31 July 2023

RBG Holdings plc

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

Ian Rosenblatt appointed as an Executive Director

RBG Holdings plc (AIM: RBGP), the legal and professional services group, announces that Ian Rosenblatt OBE has agreed to join the Board as an Executive Director. He will be Vice Chair of the Board with a focus on strategy.

Ian founded the law firm Rosenblatt in 1989 and was its Senior Partner until 2016. He is both the Group's largest shareholder and individual revenue generator.

As stated in the Group's announcement of 22 June 2023, it is the Board's intention to recruit an additional independent Non-Executive Director.  That process is ongoing.

Five Year Agreement with Ian Rosenblatt

In addition to his appointment to the Board, the Company is delighted to confirm that it has secured a further five years in the long-term commitment of Ian Rosenblatt.  He has agreed to an extension to his restrictive covenants which expired in May of the current financial year. In consideration of this arrangement, Mr Rosenblatt will be paid a total of £2.5 million in monthly instalments over the five-year period of the restrictive covenants. There are no other changes to his compensation arrangements.

The above arrangement is classified as a related party transaction under the AIM Rules for Companies. The Independent Directors[1] consider, having consulted with Singers Capital Markets as Nominated Adviser, that the terms of the agreement are fair and reasonable, insofar as shareholders are concerned.

Ian Rosenblatt, Executive Vice Chair of RBG Holdings, said: "RBG Holdings lost focus and direction under the previous executive management team. Now with the disposal of LionFish and the significant overhang on our share register removed, I have absolute confidence we can return the Group to a valuation that reflects its true potential. As the Group's largest shareholder, my interests are aligned with all other stakeholders, and I am fully committed to achieving this.  That is my motivation for accepting the invitation to join the Board and the reason why I was happy to extend my restrictive covenants for five years. I look forward to working with the new executive team who have my full support. I thank them for their hard work to refocus the Group since their appointments."

Marianne Ismail, Non-Executive Chair, RBG Holdings, added: "We are pleased that Ian has accepted our invitation to join the Board, and welcome his focus on the Group's strategy."

Jon Divers, CEO, RBG Holdings added: "The appointment of Ian means we are taking the business back to its roots. His presence on the Board will greatly assist in driving the Group's strategy.  I am excited to be collaborating with him on the next chapter of our journey as we concentrate on growth."

About the New Director

Save as set out below, there is no further information to be disclosed in respect of Ian Rosenblatt under Schedule 2(g) of the AIM Rules.

Ian Isaac Rosenblatt (aged 63):

Mr Rosenblatt was an LLP Designated Member of Programmed Planned Exit LLP which entered creditors' liquidation in September 2016 and was then dissolved on 10 November 2022. Total claims made by unsecured creditors in relation to the liquidation were £1,194,462.56 and a sum in excess of this amount was paid to the liquidators. As a result of liquidation fees incurred, at the direction of the principal creditor, total distributions paid to unsecured creditors equalled 81.14p in the £.

As at the date of this announcement, Ian Rosenblatt owns 16,911,214 ordinary shares in the Group (or 17.74% of issued share capital)².

¹Tania MacLeod is deemed to be acting in concert with Ian Rosenblatt under the definition of the Takeover Code. The Board does not, therefore, consider her to be independent for the purposes of determining the fair and reasonableness of the related party transaction.

²These shares are pledged to Julius Baer pursuant to a personal loan.

Enquiries:

About RBG Holdings plc

RBG Holdings plc is a legal services and professional services group, which comprises three core brands:

Rosenblatt

Rosenblatt is one of the UK's pioneering legal practices and a leader in dispute resolution. Rosenblatt provides a range of legal services to its diversified client base, which includes companies, banks, entrepreneurs and individuals. Complementing this is Rosenblatt's increasingly international footprint, advising on complex cross-jurisdictional disputes.

Memery Crystal

Memery Crystal offers legal services in a range of areas such as corporate (including a market-leading corporate finance offering), real estate, commercial, IP & technology (CIPT), banking & finance, tax & wealth structuring and employment. Memery Crystal offers a partner-led service to a broad range of clients, from multinational companies, financial institutions and owner-managed businesses to individual entrepreneurs.

Convex Capital Limited

Convex Capital is a specialist sell-side M&A boutique based in Manchester. Convex Capital is entirely focused on helping companies, particularly owner-managed and entrepreneurial businesses, realise their value through sales to large corporates. Convex Capital identifies and proactively targets firms that it believes represent attractive acquisition opportunities.

Further information is available at: www.rbgholdings.com