THIS PROSPECTUS AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek immediately your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if not, from another appropriately authorised independent financial adviser. This Prospectus comprises: (i) a circular prepared in accordance with the Listing Rules of the Financial Conduct Authority (as competent authority under Regulation (EU) 2017/2019 as it forms part of retained EU law as defined in the EU (Withdrawal) Act 2018) (the “FCA”) made under section 73A of FSMA for the purposes of the General Meeting; and (ii) a prospectus relating to the Company prepared in accordance with the Prospectus Regulation Rules of the Financial Conduct Authority (as competent authority under Regulation (EU) 2017/2019 as it forms part of retained EU law as defined in the EU (Withdrawal) Act 2018) (the “FCA”)) made under section 73A of the FSMA. This Prospectus has been approved by the FCA in accordance with section 85 of the FSMA. The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the EU (Withdrawal) Act 2018, and such approval should not be considered as an endorsement of the issuer that is, or the quality of the securities that are, the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Shares. This Prospectus, together with the documents incorporated into it by reference (as set out in Part 17 “Documentation Incorporated by Reference” of this Prospectus), has been filed with the FCA in accordance with the Prospectus Regulation Rules and will be made available to the public in accordance with Prospectus Regulation Rule 3.2 by the same being made available, free of charge, at http://www.foodtravelexperts.com/international, on request and, subject to Coronavirus restrictions, at the Company’s registered office at Jamestown Wharf, 32 Jamestown Road, London NW1 7HW, United Kingdom. If you sell or have sold or have otherwise transferred all of your Shares (other than ex-rights) held in certificated form before 8.00 a.m. (London time) on 7 April 2021 (the “Ex-Rights Date”) please send this Prospectus, together with any Provisional Allotment Letter, if and when received, at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee except that such documents should not be sent to any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including, but not limited to, the United States or the Commonwealth of Australia, its territories and possessions, Canada, Japan and the Republic of South Africa (together, the “Excluded Territories”). If you sell or have sold or have otherwise transferred all or some of your Existing Shares (other than ex-rights) held in uncertificated form before the Ex-Rights Date, a claim transaction will automatically be generated by Euroclear which, on settlement, will transfer the appropriate number of Nil Paid Rights to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Existing Shares (other than ex-rights) held in certificated form before the Ex-Rights Date, you should refer to the instruction regarding split applications in Part 8 “Terms and Conditions of the Rights Issue” of this Prospectus and in the Provisional Allotment Letter. The directors of SSP Group plc (the “Company”) (the “Directors”), whose names appear on page 135 of this Prospectus and the Company accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Directors and the Company, the information contained in this Prospectus is in accordance with the facts and this Prospectus contains no omission likely to affect its import. The distribution of this Prospectus, the Provisional Allotment Letter and the transfer of Nil Paid Rights, Fully Paid Rights and New Shares into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions. In particular, subject to certain exceptions, this Prospectus, the enclosures and the Provisional Allotment Letter and any other such documents should not be distributed, forwarded to or transmitted in or into the United States, any of the Excluded Territories or any other jurisdictions where the extension and availability of the Rights Issue would breach any applicable law. SSP Group plc (Incorporated under the Companies Act 2006 and registered in England and Wales with registered number 5735966) 12 for 25 Rights Issue of 258,076,764 New Shares at 184 pence per New Share Notice of General Meeting Sponsor and Joint Global Coordinator Goldman Sachs International Joint Global Coordinators and Joint Bookrunners Barclays HSBC J.P Morgan Cazenove Joint Bookrunners BNP PARIBAS BofA Securities Mediobanca Co-Lead Managers Mizuho Securities MUFG A Notice of General Meeting of the Company, to be held at 32 Jamestown Road, London, NW1 7HW, at 11.00 a.m. on 6 April 2021, is set out at the end of this Prospectus. A Form of Proxy for use in connection with the General Meeting is enclosed with this Prospectus. In light of ongoing restrictions relating to the Coronavirus pandemic, Shareholders will not be permitted to attend, or vote at, the General Meeting in person. Shareholders are therefore asked to submit a proxy form as soon as possible in favour of the Chair of the meeting and in any event so it is received by the Registrar, by post, at Computershare, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, electronically at www.investorcentre.co.uk/eproxy, by not later than 11.00 a.m. (London time) on 1 April 2021 (or, in the case of an adjournment, not later than 48 hours, excluding non-working days, before the time fixed for the holding of the adjourned meeting). If you hold Existing Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Computershare (CREST Participant 3RA50), so that it is received by no later than 11.00 a.m. (London time) on 1 April 2021. Your attention is drawn to the letter from the Chair of SSP Group plc which is set out in Part 6 “Letter from the Chair of SSP Group plc” of this Prospectus. You should read the whole of this Prospectus and any documents incorporated by reference prior to making any investment decision. Your attention is drawn to Part 1 “Risk Factors” of this Prospectus for a discussion of certain factors which should be taken into account when considering the matters referred to in this Prospectus. The Shares are listed on the premium listing segment of the Official List maintained by the FCA and traded on the main market for listed securities of London Stock Exchange plc (the “London Stock Exchange”). Application will be made to the FCA, acting in its capacity as UK Listing Authority, and to the London Stock Exchange for the New Shares to be admitted to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange, respectively (together, “Admission”). It is expected that Admission will become effective and that dealings on the London Stock Exchange in the New Shares (nil paid) will commence at 8.00 a.m. (London time) on 7 April 2021. Your attention is drawn to the section headed “Risk Factors” at the beginning of this Prospectus which sets out certain risks and other factors that should be considered by Shareholders when deciding on what action to take in relation to the Rights Issue, and by others when deciding whether or not to purchase Nil Paid Rights, Fully Paid Rights or New Shares. Each of Goldman Sachs International, Barclays Bank PLC, HSBC Bank plc, J.P. Morgan Securities plc (conducting its UK investment banking activities as J.P. Morgan Cazenove), Merrill Lynch International, Mediobanca – Banca di Credito Finanziario S.p.A., Mizuho International plc and MUFG Securities EMEA plc (together, the “Underwriters” or the “Banks”), is authorised by the Prudential Regulation Authority (the “PRA”) and regulated by the PRA and the FCA in the United Kingdom. The Banks are acting for the Company and are acting for no one else in connection with the Rights Issue and will not regard any other person as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in connection with the Rights Issue or any other matter, transaction or arrangement referred to in this Prospectus. BNP Paribas is authorised and regulated by the European Central Bank and the Autorité de Contrôle Prudentiel et de Resolution. BNP Paribas London branch is authorised by the Prudential Regulation Authority with deemed permissions under the UK Temporary Permissions Regime. BNP Paribas London
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