NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

30 November 2020

Urban Exposure Plc (the "Company")

Tender Offer

Publication of Circular

Further to the Company's announcement on 24 November 2020, the Company has today released a circular (the "Circular") containing both: (i) details of the Tender Offer (as defined below) for up to 54.57 per cent. of the issued share capital of the Company (excluding Shares held in treasury) to be put forward to its Shareholders, other than certain Overseas Shareholders (the "Eligible Shareholders") by Liberum Capital Limited ("Liberum"); and (ii) a Notice of General Meeting to be held at 11.00 a.m. on 18 December 2020 at the offices of Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG (the "General Meeting") seeking Shareholder approval for the Tender Offer.

The Tender Offer is conditional upon the Company receiving the consent of its Shareholders at the General Meeting. The Circular sets out the background to and reasons for the Tender Offer, and the terms and conditions to which it is subject. Terms used in this announcement but not defined herein shall have the same meanings as in the Circular.

Background to the Tender Offer and pricing

The tender offer (the "Tender Offer") will be for up to 54.57 per cent. of the Company's issued share capital (the "Shares") (excluding Shares held in treasury) at a price of 75 pence per Share (the "Tender Price") and is being made by Liberum. Liberum will, as principal, purchase Shares that have been validly tendered, on and subject to the terms and conditions of the Tender Offer, by means of on-market purchases and, following the completion of those purchases, sell them to the Company. All Shares acquired by the Company from Liberum will be cancelled.

Since 5 May 2020, the Company has been focused solely on completing an orderly wind-down of its assets and operations to maximise the return of shareholder capital. The Company announced on 22 September 2020 that it expects that returns to Shareholders will be within a range of 72 pence to 78 pence per Share, with 90 per cent. of those proceeds expected to be returned by the end of the third quarter of 2021.

Following implementation of the wind-down strategy, the Company now has a cash balance of approximately £81 million. The Company intends to return up to £65 million of this cash amount by means of the Tender Offer.

Following completion of the Tender Offer, the Company may make additional own-share purchases, whether by market purchases or further tender offers, following which the Company intends to enter into voluntary liquidation and seek cancellation of the admission of the Company's shares to AIM. The precise timing of these steps is, at this point, uncertain, however the Company expects some or all of these actions to occur during the course of 2021.

All funding obligations that the Company's group has under the terms of existing loans have been provided for in the Company's cash projections and the return of cash pursuant to the Tender Offer will not prevent those obligations from being fulfilled.

Terms and pricing of the Tender Offer

The Tender Price of 75 pence per Share represents a 2.6 per cent. discount to the Company's latest published unaudited net tangible asset value per Share of 77 pence per Share as at 30 June 2020, and a 4.2 per cent. premium to the mid-market price of 72 pence per Share as at close of business on 27 November 2020, being the latest practicable date prior to publication of the Circular. When the Tender Price was announced by the Company on 24 November 2020, it represented a 7.9 per cent. premium to the mid-market price of 69.50 pence per Share as at close of business on 23 November 2020, being the last business day prior to that announcement.

Under the terms of the Tender Offer, Eligible Shareholders will be able to tender up to 54.57 per cent. of the Shares registered in their name on the Register as at the Record Date (the "Basic Entitlement"), rounded down to the nearest whole number of Shares. Shareholders will also have the option to tender additional Shares to the extent that other Shareholders tender less than their Basic Entitlement. Any such excess tenders will be satisfied pro rata in proportion to the amount tendered in excess of the Basic Entitlement (rounded down to the nearest whole number of Shares).

The Tender Offer will be available to Eligible Shareholders on the Register as at the Record Date (as defined in the timetable below).

The maximum number of Shares to be acquired under the Tender Offer is 86,666,666 Shares, representing 54.57 per cent. of the Shares in issue (excluding Shares held in treasury) as at 27 November 2020, being the latest practicable date prior to the date of the Circular (the "Available Shares").

All Eligible Shareholders tendering up to their Basic Entitlement at the Tender Price will have their tender satisfied in full.

Eligible Shareholders tendering shares in excess of their Basic Entitlement (an "Excess Application") at the Tender Price will have such Excess Application fulfilled if there are remaining Available Shares for such purpose. Such Available Shares shall be apportioned to Eligible Shareholders pro rata to their Excess Applications should other Eligible Shareholders not tender the full amount of their Basic Entitlement at the Tender Price and as a result of certain Overseas Shareholders not being permitted to participate in the Tender Offer.

Shares which are tendered for acceptance under the Tender Offer may not be withdrawn or sold, transferred, charged or otherwise disposed of.

Subject to the Tender Offer becoming unconditional, payment of the Tender Price due to Eligible Shareholders whose tenders under the Tender Offer have been accepted will be made, where made by payment through CREST, by 31 December 2020 and, where made by cheque, by 4 January 2021, as described in further detail in Part II of the Circular.

Related Party Transactions

Each of Weiss Asset Management LP, acting in its capacity as discretionary investment manager of certain investment funds ("Weiss"), and Wellesley Group Investors Limited, is regarded as a substantial shareholder in the Company in accordance with the definitions of the AIM Rules.

Accordingly, the participation of each of Weiss and Wellesley Group Investors Limited in the Tender

Offer constitutes a related party transaction for the purposes of AIM Rule 13. Having consulted with the Company's Nominated Adviser, Liberum, the Directors consider that the participation of Weiss and Wellesley Group Investors Limited in the Tender Offer is fair and reasonable insofar as the Company's Shareholders are concerned.

Expected timetable of events

All references are to London time.

Posting of Circular

The Circular, which contains the full terms and conditions of the Tender Offer, instructions to Eligible Shareholders on how to tender their Shares should they choose to do so, together with the tender form (where relevant), is being posted to Eligible Shareholders.

A copy of the Circular will shortly be available to view on the Company's website at http://urbanexposureplc.com.

Enquiries:

Urban Exposure plc                                                                      Tel: +44(0)207 408 0022

Graham Warner, Chairman

Sam Dobbyn, Chief Executive Officer

Liberum (NOMAD and Corporate Broker)                                   Tel: +44(0)203 100 2000

Neil Patel

Gillian Martin

Louis Davies

Nikhil Varghese

UrbanExposure@liberum.com