REG-Castelnau Group Ltd: Offer and Placing Timetable

CastelnauAnnouncement

12/04/2023 11:15

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

This announcement is an advertisement and does not constitute a prospectus and
investors must subscribe for or purchase any shares referred to in this
announcement only on the basis of information contained in the Prospectus and
not in reliance on this announcement. Copies of the Prospectus, subject to any
applicable law, are available for viewing at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's
website. This announcement does not constitute, and may not be construed as,
an offer to sell or an invitation to purchase investments of any description
or a recommendation regarding the issue or the provision of investment advice
by any party. No information set out in this announcement is intended to form
the basis of any contract of sale, investment decision or any decision to
purchase shares in the Company.

12 April 2023

Castelnau Group Limited

Offer and Placing Timetable

On 1 February 2023, Castelnau Group Limited (“Castelnau” or the
“Company”) published a prospectus (the “Prospectus”) containing
details of a proposed Placing to raise proceeds for the Company’s funding
obligations in respect of the recommended cash offer for Dignity Plc
(“Dignity”) by Yellow (SPC) Bidco Limited (“Bidco”), a newly formed
company indirectly owned or controlled by a consortium comprised of joint
offerors SPWOne V Limited, Castelnau and Phoenix Asset Management Partners
Limited ("PAMP"). The Placing is for up to 154,000,000 new Ordinary Shares in
the Company and is conditional, inter alia, upon the completion of the
Takeover Offer, which is itself subject to the Acceptance Condition and an FCA
Change in Control Condition, as defined in the offer document (the “Offer
Document”) published by Bidco on 14 February 2023. The Prospectus was
supplemented by the publication of a supplementary prospectus following the
publication of the Company’s audited financial report and accounts on 4
April 2023.

On 6 April 2023, Bidco announced that the FCA Change in Control Condition has
now been satisfied and provided an update to the Takeover Offer timetable.
Pursuant to the updated timetable, the latest date by which the Offer can be
accepted by Dignity Shareholders is now 4 May 2023 (previously 15 April 2023).
Accordingly, the Placing timetable has also been adjusted to reflect this
revised date, such that the latest time and date for receipt of commitments
under the Placing will be midday 4 May 2023. In the event that the Company
decides to close the Placing before this date, a further announcement will be
made giving five business days’ notice of the revised latest time and date
for Placing commitments.

Except where the context requires otherwise, defined terms herein shall have
the meanings given to them in the Prospectus. A copy of the Prospectus and
Offer Document are available on the Company’s website
at www.castelnaugroup.com, subject to certain access restrictions.

Expected timetable

 Publication of the Prospectus and Placing open                                                                                           1 February 2023 
 Latest time and date for receipt of commitments under the Placing                                                               midday on 4 May 2023 (1) 
 Announcement of the results of the Placing                                                                                   7.00 a.m. on 5 May 2023 (1) 
 Admission and dealings in the Placing Shares commence                                                                        8.00 a.m. on 9 May 2023 (1) 
 Crediting of CREST stock accounts in respect of the Placing Shares                            as soon as reasonably practicable on the date of Admission 
 Where applicable, definitive share certificates despatched in respect of the Placing Shares                         within 10 Business Days of Admission 

(1) or such earlier date as announced by the Company, with five business
days’ notice.

Notes:
* References to times above are to London times unless otherwise specified.
* All times and dates in the expected timetable may be adjusted by the
Company. Any material changes to the timetable will be notified via an RIS.
- Ends –

Enquiries

 Phoenix Asset Management Limited                                                                                                                
 +44 (0) 208 600 0100                                                                                                                            
                                                                                                                                                 
 Gary Channon Steve Tatters                                                                                                                      
 Liberum Capital Limited (Financial adviser and sole bookrunner to Castelnau)                                                                    
 +44 (0) 20 3100 2222                                                                                                                            
                                                                                                                                                 
 Darren Vickers Owen Matthews Will King                                                                                                          
 Morgan Stanley (Financial adviser to Bidco)  +44 (0) 20 7425 8000  Laurence Hopkins Richard Brown Anusha Vijeyaratnam   Citigate Dewe Rogerson  
 +44 (0) 20 7638 9571                                                                                                                            
 Caroline Merrell Toby Moore                                                                                                                     
                                                                                                                                                 

Important Information

Liberum Capital Limited ("Liberum") is authorised and regulated by the
Financial Conduct Authority. Liberum is acting exclusively for the Company in
connection with the matters described in this announcement and is not acting
for or advising any other person, or treating any other person as its client,
in relation thereto and will not be responsible for providing the regulatory
protection afforded to its clients or advice to any other person in relation
to the matters contained herein.  This does not exclude any responsibilities
or liabilities of Liberum under the Financial Services and Markets Act 2000
("FSMA") or the regulatory regime established thereunder.

This announcement is not an offer to sell or a solicitation of any offer to
buy any securities in the Company in the United States, Australia, Canada, the
Republic of South Africa, Japan, or in any other jurisdiction where such offer
or sale would be unlawful.

This communication is not for publication or distribution, directly or
indirectly, in or into the United States of America. This communication is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

The Company has not been and will not be registered under the US Investment
Company Act of 1940 (the "Investment Company Act") and, as such, holders of
the Company's securities will not be entitled to the benefits of the
Investment Company Act.  No offer, sale, resale, pledge, delivery,
distribution or transfer of the Company's securities may be made except under
circumstances that will not result in the Company being required to register
as an investment company under the Investment Company Act.

Moreover, the Company's securities will not be registered under the applicable
securities laws of Australia, Canada, the Republic of South Africa, Japan or
any member state of the EEA. Subject to certain exceptions, the Company's
securities may not be offered or sold in Australia, Canada, the Republic of
South Africa, Japan or any member state of the EEA or to, or for the account
or benefit of, any national, resident or citizen of, Australia, Canada, the
Republic of South Africa, Japan or any member state of the EEA. The Placing
and the distribution of this announcement, in certain jurisdictions may be
restricted by law and accordingly persons into whose possession this
announcement is received are required to inform themselves about and to
observe such restrictions.

Neither the content of the Company's website, nor the content on any website
accessible from hyperlinks on its website for any other website, is
incorporated into, or forms part of, this announcement nor, unless previously
published by means of an RIS announcement, should any such content be relied
upon in reaching a decision as to whether or not to acquire, continue to hold,
or dispose of, securities in the Company.

The information in this announcement is for background purposes only and does
not purport to be full or complete. No reliance may be placed for any purpose
on the information contained in this announcement or its accuracy or
completeness. The material contained in this announcement is given as at the
date of its publication (unless otherwise marked) and is subject to updating,
revision and amendment. In particular, any proposals referred to herein are
subject to revision and amendment.

The value of shares and the income from them is not guaranteed and can fall as
well as rise due to stock market and currency movements. When you sell your
investment you may get back less than you originally invested. Figures refer
to past performance and past performance should not be considered a reliable
indicator of future results.

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "expects", "intends", "may", "might",
"will" or "should" or, in each case, their negative or other variations or
similar expressions. All statements other than statements of historical facts
included in this announcement, including, without limitation, those regarding
the Company's financial position, strategy, plans, proposed acquisitions and
objectives, are forward-looking statements. These forward-looking statements
speak only as at the date of this announcement and cannot be relied upon as a
guide to future performance.

Forward-looking statements are subject to risks and uncertainties and,
accordingly, the Company's actual future financial results and operational
performance may differ materially from the results and performance expressed
in, or implied by, the statements. These factors include but are not limited
to those described in the Prospectus. These forward-looking statements speak
only as at the date of this announcement and cannot be relied upon as a guide
to future performance. Subject to their respective legal and regulatory
obligations (including under the Prospectus Regulation Rules), the Company,
PAMP and/or Liberum expressly disclaim any obligations or undertaking to
update or revise any forward-looking statements contained herein to reflect
any change in expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based unless
required to do so by law or any appropriate regulatory authority, including
FSMA, the Prospectus Regulation Rules, the Disclosure Guidance and
Transparency Rules, the Prospectus Regulation and UK MAR.

None of the Company, PAMP and/or Liberum, or any of their respective
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. The Company, PAMP and Liberum, and their respective affiliates,
accordingly disclaim all and any liability whether arising in tort, contract
or otherwise which they might otherwise have in respect of this announcement
or its contents or otherwise arising in connection therewith.

INFORMATION TO DISTRIBUTORS

Solely for the purposes of the product governance requirements contained
within PROD 3 of the FCA's Product Intervention and Product Governance
Sourcebook (the "Product Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the Product Governance Requirements) may
otherwise have with respect thereto, the Shares have been subject to a product
approval process, which has determined that the Shares to be issued pursuant
to the Placing and Subsequent Placings are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in COBS 3.5 and 3.6 of
the FCA's Conduct of Business Sourcebook, respectively; and (ii) eligible for
distribution through all distribution channels as are permitted by the Product
Governance Requirements (the "Target Market Assessment"). 

Notwithstanding the Target Market Assessment, distributors should note that:
(a) the price of the Shares may decline and investors could lose all or part
of their investment; the Shares offer no guaranteed income and no capital
protection; (b) an investment in the Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom,
and (c) the Shares will be admitted to the Specialist Fund Segment, which is
intended for institutional, professional, professionally advised and
knowledgeable investors who understand, or who have been advised of, the
potential risk from investing in companies admitted to the Specialist Fund
Segment. The Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in relation to
the Initial Issue and/or Subsequent Placings. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Liberum will only procure
investors who meet the criteria of professional clients and eligible
counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of the
FCA's Conduct of Business Sourcebook; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other action
whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Shares and determining appropriate distribution
channels.

PRIIPS REGULATION

In accordance with the PRIIPs Regulation, a Key Information Document prepared
by PAMP in relation to the Ordinary Shares is available on the Company’s
website: www.castelnaugroup.com. If any C Shares are offered pursuant to the
Placing Programme, a Key Information Document in respect of such C Shares will
be prepared by PAMP and will be available to investors at
www.castelnaugroup.com. It is the responsibility of each distributor of
Ordinary Shares or C Shares to ensure that its “retail clients” are
provided with a copy of the relevant Key Information Document.

PAMP is the only manufacturer of the Shares for the purposes of the PRIIPs
Regulation and Liberum is not a manufacturer for these purposes. Liberum makes
no representations, express or implied, or accepts any responsibility
whatsoever for the contents of the Key Information Documents prepared by PAMP
nor accepts any responsibility to update the contents of any Key Information
Documents in accordance with the PRIIPs Regulation, to undertake any review
processes in relation thereto or to provide such Key Information Documents to
future distributors of Shares. Liberum and its affiliates accordingly disclaim
all and any liability whether arising in tort or contract or otherwise which
it or they might have in respect of any Key Information Documents prepared by
PAMP.

Dealing disclosure requirements under the Takeover Code

Under Rule 8.3(a) of the Takeover 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. on the 10th business day
following the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. 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 Takeover 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. 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 Panel's
website at 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 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.

Right to request hard copies

Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a
copy of this announcement in hard copy form by contacting Link Group, at
Corporate Actions, 10(th) Floor, Central Square, 29 Wellington Street, Leeds
LS1 4DL, or by telephoning +44 (0) 3716640321. Calls from outside the UK will
be charged at the applicable international rate. A person may also request
that all future documents, announcements and information to be sent to that
person in relation to the Offer should be in hard copy form. 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.

PUBLICATION OF THIS ANNOUNCEMENT

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be available, subject to certain restrictions relating to persons
resident in restricted jurisdictions, on Castelnau's website at
https://www.castelnaugroup.com/investor-relations/Offer-for-Dignity-Plc no
12:00 noon on the Business Day following this announcement.

The content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement. 



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