Tarsus Grp PLC - Option agreement re Tarsus Connect

Tarsus Connect is a leading US business travel and meetings event company, serving the business travel and meetings sector through a combination of national, regional and vertically focused events which are supplemented by an integrated media offering and additional marketing solutions. Tarsus Connect runs events across the United States held throughout the year that bring together meeting professionals and planners with suppliers to the business travel and meetings sector. The meetings are arranged on an invitation-only, appointment-based format, which deliver efficiencies for both suppliers and planners.

The Option is exercisable by either Tarsus or Connect Holdco during March in any of the years 2022, 2023 and 2024. The exercise price will be calculated by reference to the prior calendar year EBITDA performance of Tarsus Connect but is capped at $18.8m (the "Cap") and is payable in cash. If, as a result of Connect Holdco exercising the Option, the acquisition of the Interest would result in the Cap being exceeded then the interest acquired would be reduced accordingly on a pro-rata basis. The remaining interest would then be subject to separate negotiation at the sole discretion of both parties. The Option lapses on 1 January 2025 but is extendable on the same terms if agreed by both parties.

Connect Holdco is a Related Party to Tarsus under LR 11.1.5R due to its shareholding in Tarsus Connect and this announcement is made in accordance with Listing Rule 11.1.10R.

Douglas Emslie, Tarsus Group Managing Director commented:

"Tarsus Connect has proved to be a great acquisition for the Group and we look forward to expanding and growing the business further in the years ahead.

"Acquiring outstanding minority interests is a key part of our "Quickening the Pace 2" strategy and I am delighted to agree this option arrangement."