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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO OR FOR THE ACCOUNT OR BENEFIT OF US PERSONS, AS DEFINED IN REGULATION S PROMULGATED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

13 December 2021

Public Policy Holding Company, Inc.

(the "Company" and, together with its subsidiaries, "PPHC" or the "Group")

Placing and Proposed Admission to Trading on AIM

PPHC, a leading bi-partisan, full-service US government affairs business, is pleased to announce its intention to seek admission of its shares to trading on the AIM market of the London Stock Exchange ("Admission") and a successful conditional placing (the "Placing") of 22,703,763 Common Shares at 135 pence per Common Share (the "Placing Price"). The Placing has conditionally raised gross proceeds of approximately £30.7 million, with strong support from high quality UK, European and US institutional investors.

The Company will today publish its AIM Admission Document and will apply for Admission.

Highlights

· Based on the Placing Price, the market capitalisation of the Company at commencement of dealings will be £146.1 million.

· The Placing of 8,240,050 New Common Shares is expected to raise gross proceeds of £11.1 million for the Company.

· The Placing of 14,463,713 Existing Common Shares is expected to raise gross proceeds of £19.6 million for the Selling Shareholders.

· On Admission, the Company will have a total of 108,240,050 Common Shares in issue and with approximately 25.8% of its Common Shares in public hands.

· The proceeds of the Placing receivable by the Company will principally be used to fund accelerated growth and talent acquisition and repay the outstanding balance on its revolving line of credit.

· The Group has applied for admission to trading on AIM under the ticker "PPHC".

· Admission and commencement of dealings on AIM are anticipated to take place at 08:00 a.m. on 16 December 2021 under the ticker "PPHC".

· The Company's ISIN is US7444301094 and its SEDOL is BL578B9.

· Stifel Nicolaus Europe Limited is acting as Nominated Adviser and Broker to the Company.

Stewart Hall, CEO of PPHC, said:

"PPHC is a full-service business with five successful operating companies, favourable market drivers and an ambitious growth strategy to become the preeminent public and government affairs business, in the US and globally.

"The US strategic communications industry represented $17.6 billion in 2020, yet the marketplace for lobbying and public affairs is dominated by small and mid-sized firms. We believe this market is ripe for consolidation and we have a proven track record and first mover advantage in this space.

"Admission to AIM will support the next phase of our development as we scale the business and continue to deliver strong, profitable growth. We have already established a strong platform, incorporating three of the top twenty US federally registered lobbying firms in the Group, and we look forward to extending our breadth and scale further, driven by our blue-chip client base."

Except where the context requires otherwise, defined terms herein shall have the meanings given to them in the AIM Admission Document.

Enquiries

Public Policy Holding Company Inc.

Stewart Hall, CEO

Bill Chess, CFO

+1 (202) 688 0020

Stifel (Nominated Adviser & Broker)

Fred Walsh

Tom Marsh

Ross Poulley

+44 (0) 20 7710 7600

Instinctif Partners

Tim Linacre

Rozi Morris

Guy Scarborough

+44 (0) 20 7457 2020

[email protected]

About PPHC

PPHC is a leading bi-partisan, full-service US government affairs business. It operates a portfolio of independent firms offering public affairs, crisis management, lobbying and advocacy services on behalf of corporate, trade association and non-profit client organisations. Clients engage the Group to enhance and defend their reputations, advance policy goals, manage regulatory risk, or otherwise engage with US federal and state-level policy makers, stakeholders, media, and directly to the public at large.

Since its inception in 2014, the Group acquired and integrated eight businesses, now operating as five separate, independent companies, focused at the federal government level in the US and with expanding reach into key US states and metropolitan areas. The five operating entities which form the operating subsidiaries of the Group are Crossroads Strategies LLC, Forbes Tate Partners LLC, Seven Letter, O'Neill & Associates and Alpine Group Partners LLC..

For more information, see www.pphcompany.com

Background on the Group

Each of the Group's operating subsidiaries are bi-partisan, by way of U.S. politics, with founders and senior managers operating largely in Washington DC and with past careers and close professional ties to the U.S. Executive Branch, Congress and national and state political parties over a period of more than 30 years.

As at the year end 31 December 2020, the Group had over 700 active client relationships, of which 295 contributed in equal to or in excess of $100,000 per annum in revenue, with no single client representing more than 2.0 per cent. of overall revenues in the year ended 31 December 2020. The Group's client portfolio includes clients in the healthcare and pharmaceuticals, financial services, energy, technology, telecom and transportation sectors.

Since its inception, the Group has provided the companies that it acquired with a scalable platform for growth, providing uniform and efficient financial infrastructure, legal services, human resources, compliance and administration at the holding company level. It also incentivised cross-company selling, talent referrals and effective conflict management remedies across the Group's client portfolio.

From 1 January 2018 to 31 December 2020, the Group has achieved revenue growth of 51.4 per cent. CAGR, with organic revenue growth of 25.5 per cent. CAGR over the same period with average normalised EBITDA margins of 26.5 per cent. From 1 January 2015 to 31 December 2020 the Group has achieved a revenue CAGR of 33.6 per cent. and an organic revenue CAGR of 20.9 per cent.

Key Strengths

The Directors believe that the Group has the following key strengths.

Comprehensive suite of services across all key sectors:

· The Group's multidisciplinary services cater to a diverse client base looking to navigate the rapidly evolving political, policy and regulatory dynamics at all levels of the US government. Its integrated solutions, anchored in federal lobbying, expand the opportunities for public affairs advisory, research, and digital campaigns that are particularly attractive to blue-chip brands looking for a more holistic approach to public affairs and stakeholder management.

Diversified revenue sources from blue-chip client base:

· The Group has built an active, growing client base of over 700 corporates as at 31 December 2020, trade associations and non-governmental organisations in all major sectors of the US economy, including: healthcare and pharmaceuticals, financial services, energy, technology, telecom and transportation sectors.

· The majority of client work is retainer-based, with more than 73 per cent. of the client roster retainer based.

· In the year ended 31 December 2020, 295 client relationships generated revenues equal to or in excess of $100,000.

Bipartisanship; strong positioning in a growing and target-rich market:

· The Group's deep, bi-partisan networks and relationships at the federal and state levels are well positioned to benefit from continued regulatory and technological disruption, which is expected to positively affect the growth and expansion of the strategic communications market.

· PPHC is well positioned for acquisitive growth and capability enhancements with its established process for sourcing, negotiating and integrating quality, founder-led, small and mid-sized firms.

Proven track record of successful integration:

· Since inception and as of 30 June 2021, the Group has screened 80 potential acquisition targets, conducted financial due diligence on 45 and ultimately acquired 8 businesses.

· Since 2015, PPHC has generated 33.6 per cent. revenue CAGR of which 20.9 per cent. is organic.

· Forbes Tate Partners, Alpine Group and Crossroads Strategies have been ranked consistently in the top 20 federal lobbying firms (Bloomberg Government, OpenSecrets.org) and maintain a high market share despite a highly fragmented market.

· The Group intends to continue making strategic acquisitions to enhance its capabilities and to establish new verticals, either within new geographies, new related offerings, or to manage conflicts across the client portfolio.

Highly experienced management team:

· The Group's management team brings decades of operational expertise across multiple sectors and with a wide range capabilities, along with significant experience and track records scaling services businesses, including WPP plc.

Significant Addressable Market

The Group operates in the highly stable US strategic communications market, which represented $17.6bn opportunity in 2020 (OpenSecrets.org, IBISWorld). The strategic communications market includes two key segments oriented toward influencing the legislative agenda, brand positioning and corporate reputation amongst stakeholders: (1) Lobbying and (2) Public Relations (Public Relations itself is then comprised of the sub-segments of Public Affairs, General Public Relations services, Media Relations, and Other Services). The Directors believe that strategic communications are critically important for the firms that use these services, with purchase decisions typically made at the c-suite and board levels. Today, PPHC is rapidly expanding its services and capabilities through organic growth and acquisitions and is well positioned to benefit from the broadening needs of large, global clients who want and need integrated solutions.

Reasons for admission and use of proceeds

The Directors believe that Admission on AIM will:

· Assist in the growth of the business and its acquisition strategy in particular through providing access to equity capital; and

· Enhance the Group's profile and provide it with the ability to incentivise and retain its existing and future employees through equity incentives. The Group's proposed dividend policy combined with the 5-year equity vesting schedule for Group Executives is an integral component of the Group's senior employee retention and incentivisation plan.

The net proceeds of the Placing receivable by the Company will principally be used to fund accelerated growth and talent acquisition and repay the outstanding balance on its revolving line of credit.

Dividend Policy

· PPHC intends to adopt a dividend policy reflecting the long-term earnings and cashflow potential of the Group. One goal of the Company's dividend policy is to provide compensation to employed Shareholders, in recognition that their direct compensation has been reduced in anticipation of the Placing and resulting public ownership of the Company.

· Following Admission, the Directors anticipate that PPHC will adopt a payout ratio of up to 70% of its adjusted net profit after tax, payable half yearly with an interim dividend and a final dividend in approximate proportions of one third and two thirds respectively, of the total annual dividend.

· It is expected that a dividend will be declared for the year ending 31 December 2021 having regard to the period of time that the Company has been admitted to AIM for that financial year. Any such dividend will be determined by the Board and declared with the Company's annual results for the financial year.

Board of Directors

Simon Lee - Non-Executive Chair

Simon Lee is an International Advisor to Fairfax Financial, where he sits on the boards of Brit Syndicates and Fairfax International, Barbados. He is also currently Chairman of Osirium Technologies and a non-executive director at Atlas Mara Bank. Simon also serves on the global advisory boards of Sherpa Management and Entelechy. Until December 2013, he served as group chief executive of RSA Insurance Group plc, a FTSE 100 insurer. Simon also spent 17 years with NatWest Group where he held a number of senior leadership positions, including CEO of NatWest Offshore, Head of US Retail Banking, CEO NatWest Mortgage Corporation (US) and Director of Global Wholesale Markets.

Stewart Hall - Chief Executive Officer

Stewart Hall is a co-founder of the Group. Stewart is also founder and chairman of Crossroads Strategies, a bi-partisan, multi-disciplinary federal relations, advocacy and advisory firm based in Washington DC. Stewart has extensive experience in both the public and private sectors. He co-founded Federalist Group in 1999, which was acquired by Ogilvy Public Relations (WPP) in 2005. Prior to that, he served as Legislative Director to Senator Richard Shelby (R-AL) from 1992-1996, working across defense policy, appropriations and financial services committees.

Bill Chess - Chief Financial Officer

Bill Chess is a co-founder of the Group. Previously Bill was COO and CFO of Ogilvy Public Relations Worldwide (WPP), during which time he oversaw acquisition activity across all global regions. Bill began his business career with Unilever, including as Financial VP of Lever's Food Division. He is a veteran of the United States Air Force where he served as an air traffic controller.

Zachary Williams - Executive Director

Zachary Williams is a Managing Partner at Forbes Tate Partners, a bi-partisan, full-service government and public affairs advocacy firm that became part of the Group in 2014. Prior to Forbes Tate Partners, Zachary was a founder and managing partner of Cauthen and Associates.

Benjamin Ginsberg - Non-Executive Director

Benjamin Ginsberg has most recently been a political law Partner at international law firm, Jones Day, before retiring in August 2020. Prior to that he served as national counsel to the Bush-Cheney presidential campaigns in 2000 and 2004, as well as the Romney for President campaigns of 2008 and 2012. Benjamin also played a central role in the Florida recount of 2000, widely remembered for the "hanging chads" controversy. Benjamin joined Patton Boggs, a full-service global law firm, in 1993 after serving eight years as counsel to the Republican National Committee, the National Republican Senatorial Committee and the National Republican Congressional Committee. Benjamin served as counsel to the Republican Governors Association and has extensive experience of the state legislative level through Republican redistricting efforts.

Kimberly White - Non-Executive Director

Kimberly White is currently a senior advisor to Alphabet's Verily, and previously served as Senior Vice President and Chief Communications Officer at CVS Health and Vertex Pharmaceuticals. She was the global sector chair for Health at Edelman for seven years, the world's largest public relations firm. Prior to that, Kimberly spent 16 years with Ogilvy Public Relations, where she held a variety of roles including global health chair and managing director of Ogilvy's New York public relations business.

A copy of the Admission Document relating to Admission will shortly be available on the Company's website at https://pphcompany.com/.

Important notice

The information contained in this announcement is for background purposes only and does not purport to be full or complete. Any purchase of the Company's shares on Admission should be made solely on the basis of the information contained in the Admission Document. No reliance may or should be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL AND IS NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY US PERSON (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT ("US PERSON"), CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN. THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION ANY 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. THE COMMON SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER ANY PROVINCE OR TERRITORY OF CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN, NOR IN ANY COUNTRY OR TERRITORY WHERE TO DO SO MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS.

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