REG - TClarke PLC Regent Acquisitions - Publication of Scheme Document and Timetable

TclarkeAnnouncement

02/05/2024 07:00

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RNS Number : 9123M  TClarke PLC  02 May 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION

This Announcement contains inside information as stipulated under the Market
Abuse Regulation no 596/2014 (incorporated into UK law by virtue of the
European Union (Withdrawal) Act 2018 as amended by virtue of the Market Abuse
(Amendment) (EU Exit) Regulations 2019). Upon the publication of this
Announcement via a Regulatory Information Service, this inside information is
now considered to be in the public domain.

FOR IMMEDIATE RELEASE

2 May 2024

 

RECOMMENDED CASH ACQUISITION

 

OF

 

TCLARKE PLC

 

BY

 

 

REGENT ACQUISITIONS LIMITED

 

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

 

 

PUBLICATION OF SCHEME DOCUMENT AND EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 

On 16 April 2024, the boards of TClarke plc ("TClarke") and Regent
Acquisitions Limited ("Regent") announced that they had reached agreement on
the terms of a recommended cash offer by Regent for the entire issued and to
be issued share capital of TClarke not already held by any member of the Wider
Regent Group (the "Acquisition"). The Acquisition is to be implemented by way
of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
2006 (the "Act")(the "Scheme").

 

 

Publication of the Scheme Document

 

TClarke is pleased to announce that a circular in relation to the Scheme (the
"Scheme Document"), setting out, amongst other things, a letter from the
Chairman of TClarke, an explanatory statement pursuant to section 897 of the
Act, the full terms and conditions of the Scheme, an expected timetable of
principal events, notices of the Court Meeting and General Meeting (together,
the "Meetings") and details of the action to be taken by TClarke Shareholders,
has been published today. The Scheme Document is available, subject to certain
restrictions relating to persons in Restricted Jurisdictions, on TClarke's
website at www.tclarke.co.uk/investors
(https://gbr01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.tclarke.co.uk%2Finvestors&data=05%7C02%7CEdward.Robson%40simmons-simmons.com%7C33bb81dc7dcb46e569aa08dc5d746370%7C9c0035ef4799443f8b14c5d60303e8cd%7C0%7C0%7C638488001693888928%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=uveN%2F3IYyKGPDYIEIBv8LfWxDw0%2B58c%2BVFlP38HZ8zA%3D&reserved=0)
.

 

Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting
and the General Meeting will be sent to TClarke Shareholders, other than
TClarke Shareholders in Restricted Jurisdictions. For information purposes
only, TClarke is also sending a copy of the Scheme Document to persons with
information rights and any holders of options or awards under the TClarke
Share Plans and details of the proposals being made to such participants will
be sent to them separately.

 

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document. All references in
this announcement to times are to London, United Kingdom time unless otherwise
stated.

 

 

Recommendation

 

The TClarke Directors, who have been so advised by Cavendish Capital Markets
Limited ("Cavendish") as to the financial terms of the Acquisition,
unanimously consider the terms of the Acquisition to be fair and reasonable.
In providing its advice to the TClarke Directors, Cavendish has taken into
account the commercial assessments of the TClarke Directors. Cavendish is
providing independent financial advice to the TClarke Directors for the
purposes of Rule 3 of the Code.

 

Accordingly, the TClarke Directors unanimously recommend that TClarke
Shareholders vote in favour, or procure votes in favour, of the Scheme at the
Court Meeting, and that TClarke Shareholders vote in favour of the Resolutions
to be proposed at the General Meeting. The TClarke Directors who hold TClarke
Shares have irrevocably undertaken to vote in favour of the Scheme at the
Court Meeting and in favour of the Resolutions to be proposed at the General
Meeting in respect of their entire beneficial holdings (and the beneficial
holdings of their close relatives and related trusts), being, in aggregate,
2,255,081 TClarke Shares (representing approximately 4.26 per cent. of the
existing issued ordinary share capital of TClarke as at the Latest Practicable
Date.

 

TClarke Shareholders should carefully read the Scheme Document in its entirety
before making a decision with respect to the Scheme.

 

 

Actions required and notices of the Court Meeting and General Meeting

 

As detailed further in the Scheme Document, in order to become Effective, the
Scheme will require, amongst other things: (i) approval by a majority in
number of the Scheme Shareholders entitled to vote and present and voting,
either in person or by proxy at the Court Meeting (or any adjournment
thereof), representing not less than 75 per cent. in value of the Scheme
Shares voted by such Scheme Shareholders; (ii) passing of the Resolution
necessary to, amongst other things, implement the Scheme at the General
Meeting, by the requisite majority of TClarke Shareholders at the General
Meeting; and (iii) the sanction of the Scheme by the Court. The Scheme is also
subject to the satisfaction (or, where applicable, waiver) of the other
Conditions that are set out in the Scheme Document.

 

Notices of the Meetings, each of which will be held at Canopy by Hilton, 11-15
Minories, London EC3N 1AX on 29 May 2024, are set out in the Scheme Document.
The Court Meeting will start at 10.15 a.m. on that date and the General
Meeting will start at 10.30 a.m. on that date (or as soon thereafter as the
Court Meeting is concluded or adjourned).

 

Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to the Scheme Shareholders and TClarke Shareholders
before the relevant Meetings, through TClarke's website at
www.tclarke.co.uk/investors
(https://gbr01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.tclarke.co.uk%2Finvestors&data=05%7C02%7CEdward.Robson%40simmons-simmons.com%7C33bb81dc7dcb46e569aa08dc5d746370%7C9c0035ef4799443f8b14c5d60303e8cd%7C0%7C0%7C638488001693888928%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=uveN%2F3IYyKGPDYIEIBv8LfWxDw0%2B58c%2BVFlP38HZ8zA%3D&reserved=0)
and by announcement through a Regulatory Information Service.

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair and
reasonable representation of the opinion of the Scheme. Scheme Shareholders
and TClarke Shareholders are therefore strongly encouraged to complete, sign
and return their Forms of Proxy (by post or by hand, email or through the
CREST electronic proxy appointment service or electronically through the
Investor Centre) for the Meetings as soon as possible and in any event so that
the proxy appointment and instructions are received no later than 10.15 a.m.
on 24 May 2024 in the case of the Court Meeting and 10.30 a.m. on 24 May 2024
in the case of the General Meeting or, in the case of any adjournment, not
later than 48 hours before the time fixed for such adjourned Meeting(s)
(excluding any non-working days). Scheme Shareholders and TClarke Shareholders
are also strongly encouraged, in respect of each Meeting, to appoint "the
Chair of the Meeting" as their proxy.

 

 

Timetable of principal events

 

The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
announcement. Subject to obtaining the approval of the requisite majority of
Scheme Shareholders at the Court Meeting, the requisite majority of TClarke
Shareholders at the General Meeting, the sanction of the Court and the
satisfaction or, where applicable, waiver of the other Conditions (as set out
in the Scheme Document), the Scheme is expected to become Effective in June
2024.

 

The dates and times given herein are indicative only, are based on TClarke's
and Regent's current expected dates for the implementation of the Scheme and
are subject to change. If any of the key dates and/or times set out in the
expected timetable change, notice of any such change will be made by the
issuance of an announcement through a Regulatory Information Service, with
such announcements also being made available on TClarke's website at
www.tclarke.co.uk/investors
(https://gbr01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.tclarke.co.uk%2Finvestors&data=05%7C02%7CEdward.Robson%40simmons-simmons.com%7C33bb81dc7dcb46e569aa08dc5d746370%7C9c0035ef4799443f8b14c5d60303e8cd%7C0%7C0%7C638488001693888928%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=uveN%2F3IYyKGPDYIEIBv8LfWxDw0%2B58c%2BVFlP38HZ8zA%3D&reserved=0)
and, if required by the Panel, by posting notice of the change(s) to TClarke's
Shareholders.

 

 

Information for TClarke Shareholders

 

If the Scheme is sanctioned as outlined above, the last day of dealings in,
and for registration of transfers of, TClarke Shares on the Main Market of
the London Stock Exchange is expected to be the Business Day immediately after
the Sanction Hearing, following which TClarke will make an application to the
London Stock Exchange for suspension of dealings in TClarke Shares on the
London Stock Exchange's Main Market with effect from 7.30 a.m. on the second
Business Day following the Sanction Hearing. It is intended that, prior to the
Effective Date, requests will be made to: (i) the London Stock Exchange for
TClarke Shares to cease to be admitted to trading on the London Stock
Exchange's Main Market; and (ii) the FCA for the listing of TClarke Shares on
the Official List to be cancelled, in each case to take effect by 8.00 a.m. on
the Business Day following the Effective Date.

 

 

On the Effective Date, share certificates in respect of Scheme Shares will
cease to be valid. In addition, entitlements to Scheme Shares held within the
CREST system will be cancelled on the Effective Date.

 

TClarke Shareholder helpline

 

If TClarke Shareholders have any questions about this announcement, the Scheme
Document, the Court Meeting or the General Meeting, or how to complete the
Forms of Proxy electronically or through the CREST electronic proxy
appointment service or via Proxymity, please call the shareholder helpline
operated by Link Group on +44 (0)371 664 0321 or on +44 371 664 0321 from
outside the UK. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00 a.m. to 5.30
p.m., Monday to Friday excluding public holidays in England and Wales. Please
note that Link Group cannot provide any financial, legal or tax advice nor
provide any advice on the merits of the Scheme and calls may be recorded and
monitored for security and training purposes.

 

 

 

Enquiries:

 TClarke plc                                                                  +44 (0) 20 7997 7400

 Iain McCusker, Non Executive Chairman

Mark Lawrence, Group Chief Executive Officer

Trevor Mitchell, Chief Financial Officer
 Cavendish Capital Markets Limited (Rule 3 Independent Financial Adviser and  +44 (0) 20 7220 0500
 Corporate Broker to TClarke)

 Ben Jeynes

Henrik Persson

Hamish Waller
 RMS Partners (PR adviser to TClarke)                                         +44 (0) 20 3735 6551

 Simon Courtenay
 Regent Acquisitions Limited                                                  +44 (0) 20 8896 6000

 Deep Valecha
 SPARK Advisory Partners Limited (Financial Adviser to Regent)                +44 (0) 20 3368 3550

 Matt Davis

James Keeshan

 Adam Dawes

Simmons & Simmons LLP is acting as legal adviser to Regent. Pinsent Masons
LLP is acting as legal adviser to TClarke.

 

Appendix

Expected Timetable of Principal Events

 Event                                                             Expected time/date
 Publication of the Scheme Document                                1 May 2024
 Latest time for lodging Forms of Proxy for:
 Court Meeting (BLUE Form of Proxy)                                10:15 a.m. on 24 May 2024 ((1))
 General Meeting (WHITE Form of Proxy)                             10:30 a.m. on 24 May 2024 ((2))
 Voting Record time for the Court Meeting and the General Meeting  close of business on 24 May 2024 ((3))
 Court Meeting                                                     10:15 a.m. on 29 May 2024
 General Meeting                                                   10:30 a.m. on 29 May 2024 (4)
 Payment date of Permitted Dividend                                7 June 2024 (5)

 

The following dates and times associated with the Scheme are subject to change
and will depend on, among other things, the date on which the Conditions to
the Scheme are satisfied or, if capable of waiver, waived, and the date on
which the Court sanctions the Scheme. TClarke will give adequate notice of all
of these dates and times, when known, by issuing an announcement through a
Regulatory Information Service, with such announcement being made available on
TClarke's website at www.tclarke.co.uk/investors
(https://gbr01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.tclarke.co.uk%2Finvestors&data=05%7C02%7CEdward.Robson%40simmons-simmons.com%7C33bb81dc7dcb46e569aa08dc5d746370%7C9c0035ef4799443f8b14c5d60303e8cd%7C0%7C0%7C638488001693888928%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=uveN%2F3IYyKGPDYIEIBv8LfWxDw0%2B58c%2BVFlP38HZ8zA%3D&reserved=0)
. Further updates and changes to these times will be notified in the same way.
See also note (1).

 The following dates are indicative only and are subject to change (6)
 Court Hearing to sanction the Scheme                                            21 June 2024
 Last day of dealings in, and for the registration of transfers in TClarke       24 June 2024
 Shares
 Disablement of CREST in respect of TClarke Shares                               24 June 2024

 Scheme Record Time and Date                                                     close of business on 24 June 2024
 Suspension of listing of, and dealings in, TClarke Shares                       7.30 a.m. on 25 June 2024
 Expected Effective Date of the Scheme                                           25 June 2024 (D)
 Cancellation of listing and admission to trading of TClarke Shares on the Main  By 7.00 a.m. on D+1
 Market
 Latest date for despatch of cheques and for settlement through CREST of other   By 14 days after the Effective Date
 form of payment in respect of Consideration due under the Scheme

 Long-Stop Date                                                                  31 August 2024 (7)

 

 

Notes:

 

(1)        It is requested that blue Forms of Proxy for the Court
Meeting be lodged not later than 48 hours before the time appointed for the
Court Meeting, excluding any part of a day that is not a business day. Blue
Forms of Proxy for the Court Meeting not lodged by this time can be handed to
the Chairman of the Court Meeting (or a representative of Link Group on behalf
of the Chairman) any time prior to the commencement of the Court Meeting or
any adjournment thereof.

(2)        White Forms of Proxy for the General Meeting must be lodged
not later than 48 hours before the time appointed for the General Meeting,
excluding any part of a day that is not a business day. White Forms of Proxy
for the General Meeting not lodged by this time will be invalid.

(3)        If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned meeting will be
6.00 p.m. on the day which is two days before the date of the adjourned
meeting, excluding any part of a day that is not a business day.

(4)       Or as soon as the Court Meeting shall have concluded or been
adjourned.

(5)        Subject to approval by TClarke Shareholders at the TClarke
AGM.

(6)        These dates are indicative only and will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or (if
capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the
Court Order is delivered to the Registrar of Companies. If either the Court
Meeting or the General Meeting is adjourned, the Voting Record Time for the
relevant adjourned meeting will be 6.00 p.m. on the day which is two days
before the date of the adjourned meeting, excluding any part of a day that is
not a business day.

 

(7)        This is the latest date by which the Scheme may become
Effective unless Regent and TClarke, with the consent of the Panel, agree, and
(if required) the Court may allow, a later date.

Participants of the TClarke Share Plans will be contacted separately to inform
them of the effect of the Scheme on their rights under the TClarke Share
Plans.

 

All references in this announcement to times are to London time unless
otherwise stated.

 

The dates and times given are indicative only and are based on TClarke's and
Regents's current expectations and may be subject to change (including as a
result of changes to the regulatory timetable). If any of the expected times
and/or dates above change (a) the revised times and/or dates will be notified
to TClarke Shareholders by announcement through a Regulatory Information
Service, with such announcement being made available on TClarke's website at
www.tclarke.co.uk/investors
(https://gbr01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.tclarke.co.uk%2Finvestors&data=05%7C02%7CEdward.Robson%40simmons-simmons.com%7C33bb81dc7dcb46e569aa08dc5d746370%7C9c0035ef4799443f8b14c5d60303e8cd%7C0%7C0%7C638488001693888928%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=uveN%2F3IYyKGPDYIEIBv8LfWxDw0%2B58c%2BVFlP38HZ8zA%3D&reserved=0)
and (b) if required by the Panel, TClarke will send notice of the change(s) to
TClarke Shareholders and, for information only to participants of the TClarke
Share Plans.

 

Important Notices

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial adviser to
TClarke and no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than TClarke for
providing the protections offered to clients of Cavendish or for providing
advice in connection with any matter referred to in this Announcement. Neither
Cavendish nor any of its affiliates (nor their respective directors, officers,
employees or agents) owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Cavendish in
connection with this Announcement, any statement contained herein, the
Acquisition or otherwise. No representation or warranty, express or implied,
is made by Cavendish as to the contents of this Announcement.

SPARK Advisory Partners Limited ("SPARK"), which is authorised and regulated
in the United Kingdom by the FCA, is acting as financial adviser to Regent and
no-one else in connection with the matters described in this Announcement and
will not be responsible to anyone other than Regent for providing the
protections afforded to clients of SPARK or for providing advice in connection
with the matters referred to in this Announcement. Neither SPARK nor any of
its affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of SPARK in connection with this
Announcement, any statement contained herein, the Acquisition or otherwise. No
representation or warranty, express or implied, is made by SPARK as to the
contents of this Announcement.

Further information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form any part of any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of TClarke in any
jurisdiction in contravention of applicable law. The Acquisition will be made
and implemented solely pursuant to the terms of the Scheme Document (or if the
Acquisition is implemented by way of a Takeover Offer, the Offer Document),
which, together with the Forms of Proxy, will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the Acquisition. Any vote in respect of, or other response to, the Acquisition
should be made only on the basis of the information contained in the Scheme
Document (or if the Acquisition is implemented by way of a Takeover Offer, the
Offer Document).

Regent and TClarke will prepare the Scheme Document (or if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document) to be distributed
to (amongst others) TClarke Shareholders. Regent and TClarke urge TClarke
Shareholders to read the Scheme Document (or if the Acquisition is implemented
by way of a Takeover Offer, the Offer Document) when it becomes available
because it will contain important information relating to the Acquisition.

This Announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

The statements contained in this Announcement are made as at the date of this
Announcement, unless some other times is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.

Overseas Shareholders

This Announcement has been prepared in accordance with, and for the purposes
of complying with, English law, the Code, the Market Abuse Regulation, the
Listing Rules and the Disclosure Guidance and Transparency Rules, and
information disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with the laws
of jurisdictions outside of England.

The release, publication or distribution of this Announcement in, into or from
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements.

The availability of the Acquisition to TClarke Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdiction in which they are located or of which they are a
citizen. Persons who are not resident in the United Kingdom should inform
themselves of, and observe any applicable legal or regulatory requirements of
their jurisdictions. Any person (including, without limitation, nominees,
trustees and custodians) who would, or otherwise intends to, forward this
Announcement, the Scheme Document or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to vote their
TClarke Shares at the Court Meeting or the General Meeting, or to execute and
deliver Forms of Proxy appointing another to vote their TClarke Shares in
respect of the Court Meeting or the General Meeting on their behalf, may be
affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may
constitute a violation of the laws and/or regulations of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility and
liability for the violation of such restrictions by any person. Further
details in relation to Overseas Shareholders will be contained in the Scheme
Document.

Unless otherwise determined by Regent or required by the Code, and permitted
by applicable law and regulation, the Acquisition will not be made, in whole
or in part, directly or indirectly, in or into or from a Restricted
Jurisdiction where to do so would constitute a violation of the relevant laws
or regulations of such jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Copies of this Announcement and
any formal documentation relation to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded, distributed or
sent in or into or from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Acquisition. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and regulation),
the Takeover Offer may not be made directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but not limited
to, facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer may not be capable of acceptance by any such use, means, instrumentality
or facilities.

The Acquisition will be subject to English law and the jurisdiction of the
Court, and the applicable requirements of the Takeover Code, the Takeover
Panel, the FCA, the London Stock Exchange (including pursuant to the Listing
Rules) and the Registrar of Companies.

Notice to US investors in TClarke

The Acquisition relates to the securities of an English company and is
proposed to be effected by means of a scheme of arrangement under English law.
This Announcement, the Scheme Document and certain other documents relating to
the Acquisition have been or will be prepared in accordance with English law,
the Code and UK disclosure requirements, format and style, all of which differ
from those in the United States. A transaction effected by means of a scheme
of arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Securities Exchange Act of 1934, as amended
(the "US Exchange Act"). Accordingly, the Acquisition is subject to the
procedural and disclosure requirements of and practices applicable in the UK
to schemes of arrangement, which differ from the procedural and disclosure
requirements of the United States tender offer and proxy solicitation rules.
However, if Regent elects to implement the Acquisition by way of a Takeover
Offer and determines to extend the offer into the United States, the Takeover
Offer will be made in compliance with applicable United States laws and
regulations, including, without limitation and to the extent applicable, under
section 14(e) of the US Exchange Act and Regulation 14E thereunder, as well as
the US Securities Act of 1933, as amended.

Financial statements, and all financial information that is included in this
Announcement or that may be included in the Scheme Document, or any other
documents relating to the Acquisition, have been or will be prepared in
accordance with International Financial Reporting Standards or other reporting
standards or accounting practice which may not be comparable to financial
statements of companies in the United States or other companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.

The receipt of cash by a US holder of TClarke Shares as consideration for the
transfer of its Scheme Shares pursuant to the Scheme may be a taxable
transaction for United States federal income tax purposes and under applicable
United States state and local, as well as foreign and other, tax laws. Each
TClarke Shareholder (including US holders) is urged to consult its independent
professional adviser immediately regarding the tax consequences of the
Acquisition applicable to them.

It may be difficult for US holders of TClarke Shares to enforce their rights
and claims arising out of the US federal securities laws, since Regent and
TClarke are located in countries other than the United States, and some of
their officers and directors may be residents of countries other than the
United States. US holders of TClarke Shares may have difficulty effecting
service of process within the United States upon those persons or recovering
against judgments of US courts, including judgments based upon the civil
liability provisions of the US federal securities laws. US holders of TClarke
Shares may not be able to sue a non-US company or its officers or directors in
a non-US court for violations of US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.

In accordance with normal UK practice and consistent with Rule 14e-5(b) of the
US Exchange Act, Regent, certain affiliated companies and their nominees or
brokers (acting as agents) may make certain purchases of, or arrangements to
purchase, shares in TClarke outside of the US, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme becomes
Effective in accordance with its terms, lapses or is otherwise withdrawn. If
such purchases or arrangements to purchase were to be made, they would be made
outside the United States and would comply with applicable law, including the
US Exchange Act. These purchases could occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases or arrangements to purchase will be disclosed
as required in the UK, will be reported to a Regulatory Information Service
and will be available on the London Stock Exchange website at
www.londonstockexchange.com (http://www.londonstockexchange.com) .

This Announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in the United States.

Neither the US Securities and Exchange Commission nor any securities
commission of any state or other jurisdiction of the United States has
approved the Acquisition, passed upon the fairness of the Acquisition, or
passed upon the adequacy or accuracy of this Announcement. Any representation
to the contrary is a criminal offence in the United States.

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by TClarke and Regent may contain certain statements
which are, or may be deemed to be, "forward-looking statements". These
forward-looking statements are prospective in nature and are not based
historical facts, but rather on current expectations and projections of the
management of TClarke and/or Regent (as the case may be) about future events,
and are therefore subject to risks and uncertainties which could cause actual
results to differ materially from the future results expressed or implied by
the forward-looking statements.

These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "will", "may", "should", "would", "could"
or other words or terms of similar meaning or the negative thereof.

These statements are based on assumptions and assessments made by Regent
and/or TClarke in light of their experience and their perception of historical
trends, current conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve known and
unknown risk and uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors described in the
context of such forward-looking statements in this Announcement could cause
actual results, performance or developments to differ materially from those
expressed in or implied by such forward-looking statements. The factors that
could cause actual results to differ materially from those described in the
forward-looking statements, include, but are not limited to: the ability to
complete the Acquisition, the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other Conditions on the proposed
terms, changes in the global, political, economic, business or competitive
environments and in market and regulatory forces, changes in financial
regulatory matters, changes in future exchange and interest rates, changes in
tax rates and future business combinations or dispositions. Although it is
believed that the expectations reflected in such forward-looking statements
are reasonable, no assurance can be given that such expectations will prove to
have been correct and you are therefore cautioned not to place undue reliance
on these forward-looking statements which speak only as at the date of this
Announcement. Neither Regent nor TClarke assumes any obligation to update or
correct the information contained in this Announcement (whether as a result of
new information, future events or otherwise), except as required by applicable
law. All subsequent oral or written forward-looking statements attributable to
Regent or TClarke or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statement above. Should one or more of
these risks or uncertainties materialise, or should underlying assumptions
prove incorrect, actual results may vary materially from those described in
this Announcement. Other than in accordance with their legal or regulatory
obligations, neither Regent nor TClarke assume any obligation to update
publicly or revise forward-looking or other statements contained in this
Announcement, whether as a result of new information, future events or
otherwise, except to the extent legally required.

No profit forecasts or estimates

No statement in this Announcement is intended to constitute a profit forecast,
profit estimate or quantified benefits statement for any period and no
statement in this Announcement should be interpreted to mean that the earnings
or earnings per share for TClarke for the current or future financial years
would necessarily match or exceed the historical published earnings or
earnings per share for TClarke.

Right to switch to a Takeover Offer

Regent reserves the right to elect to implement the Acquisition by way of a
Takeover Offer for the entire issued and to be issued share capital of TClarke
not already held by a member of the Wider Regent Group as an alternative to
the Scheme (subject to the Takeover Panel's consent and the terms of the
Co-operation Agreement). In such an event, the Takeover Offer will be
implemented on substantially the same terms, so far as applicable, as those
which would apply to the Scheme.

If the Acquisition is effected by way of Takeover Offer, and such Takeover
Offer becomes or is declared unconditional and sufficient acceptances are
received, Regent intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the
remaining TClarke Shares in respect of which the Takeover Offer has not been
accepted.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this Announcement and the
documents required to be published under Rule 26 of the Code, will be made
available (subject to certain restrictions relating to persons resident in
Restricted Jurisdictions), free of charge, on TClarke's website at:
www.tclarke.co.uk/investors
(https://gbr01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.tclarke.co.uk%2Finvestors&data=05%7C02%7CEdward.Robson%40simmons-simmons.com%7C33bb81dc7dcb46e569aa08dc5d746370%7C9c0035ef4799443f8b14c5d60303e8cd%7C0%7C0%7C638488001693888928%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=uveN%2F3IYyKGPDYIEIBv8LfWxDw0%2B58c%2BVFlP38HZ8zA%3D&reserved=0)
and on Regent's website at https://www.regentacquisitions.co.uk
(https://www.regentacquisitions.co.uk) by no later than 12:00 noon on the
Business Day following the date of this Announcement. For the avoidance of
doubt, neither the contents of these websites nor the content of any other
website accessible from hyperlinks on such websites is incorporated into, or
forms part of, this Announcement.

Requesting hard copies

In accordance with Rule 30.3 of the Code, TClarke Shareholders, persons with
information rights and participants in the TClarke Share Plans may request a
hard copy of this Announcement, free of charge, by contacting TClarke's
registrar, Link Group on 0371 664 0321 or by submitting a request in writing
to Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls are
charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9:00 a.m. to 5:30 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that Link Group
cannot provide any financial, legal or tax advice and calls may be recorded
and monitored for security and training purposes.

For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested. In accordance with Rule 30.3 of the Code, a person so
entitled may also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition should be in
hard copy form.

Electronic communications - information for TClarke Shareholders

Please be aware that addresses, electronic addresses and certain information
provided by TClarke Shareholders, persons with information rights and other
relevant persons for the receipt of communications from TClarke may be
provided to Regent during the Offer Period as required under section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Dealing and Opening Position Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3:30 p.m. (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3:30 p.m. (London time) on the 10th business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk) , including
details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the
Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in
any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.

Independent advice

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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