REG - Checkit PLC Crimson Tide PLC - Offer Update

CheckitAnnouncement

11/03/2025 07:00

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RNS Number : 0737A  Checkit PLC  11 March 2025

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION (EACH BEING THE "RESTRICTED JURISDICTIONS") WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.

11 MARCH 2025

RECOMMENDED ALL-SHARE MERGER

OF

CRIMSON TIDE PLC

AND

CHECKIT PLC

to be implemented by means of a scheme of arrangement

pursuant to Part 26 of the Companies Act 2006 (the "Act")

RE-CONFIRMATION OF DEADLINE FOR PROXY VOTING AND SUMMARY OF THE BACKGROUND TO
AND REASONS FOR THE MERGER AND STRATEGIC RATIONALE

 

On 11 February 2025, the Boards of Checkit and Crimson Tide announced that
they had reached agreement on the terms of a recommended all-share merger
pursuant to which Checkit will acquire the entire issued and to be issued
share capital of Crimson Tide. The Merger is to be effected by means of a
Court-sanctioned scheme of arrangement between Crimson Tide and Crimson Tide
Scheme Shareholders.

Crimson Tide Scheme Shareholders are reminded that the Court Meeting and the
General Meeting in connection with the Scheme (together the "Meetings") will
both be held on 19 March 2025. The latest times for lodging Forms of Proxy for
the Court Meeting and General Meeting are 10.00 a.m. on 17 March 2025 and
10.30 a.m. on 17 March 2025 respectively.

Reasons for the Merger and strategic rationale

The Boards of Checkit and Crimson Tide believe that the combination of their
companies presents a compelling strategic opportunity to create a market
leader in workflow software solutions, also providing a boost to Checkit's own
strategic objectives and a range of benefits to all shareholders of the
Combined Group. A summary of the key aspects to the rationale for the
combination of the two businesses is set out below:

·      Checkit's management team has a track record of delivery against
its growth strategy which will be enhanced by members of Crimson Tide
management.

 

·      There is the opportunity to provide an enhanced product offering
to customers of the Combined Group. The combination of Crimson Tide and
Checkit's product sets, enhanced by Checkit's strategic initiatives, will
create a more robust and competitive company with greater growth potential and
long-term stability.

 

·      The combination of Checkit and Crimson Tide would present
substantial cross-selling and upselling opportunities to customers from a
combination of the two businesses, thereby enhancing the competitive standing
of the Combined Group in a fragmented workflow management systems market over
$17 billion in size.

 

·      There is the opportunity to realise significant revenue and cost
synergies, efficiencies and growth opportunities from a combination of the two
businesses.

 

·      The Boards of Checkit and Crimson Tide believe that the Combined
Group, with its increased scale and enhanced financial standing, would present
a more attractive investment opportunity for existing and potential
shareholders than either business remaining as standalone entities.

The above summary is an abridged version of Paragraph 4 "Background to and
reasons for the Merger" of Part I of the Scheme Document.

Current Trading of Crimson Tide

The Board of Crimson Tide has become aware of market commentary that Crimson
Tide's market fundamentals have remained unchanged since Checkit's approach in
June 2024. In this respect, the attention of Crimson Tide Scheme Shareholders
is drawn to Paragraph 6 of Part I of the Scheme Document "Current Trading of
Crimson Tide", and in particular to the concern and observation by the Board
of Crimson Tide in its last Interim Results published on 26 September 2024
that there has been a market-wide pattern of opportunities going to
competitive tender and sales cycles generally becoming extended. The Crimson
Tide Board has borne these market trends in mind in coming to their
recommendation with respect to the Merger and would reiterate their view that
in the current economic climate, client buying behaviour is unlikely to
improve in the short term, with sales cycles only becoming more protracted.
This presents little scope for Crimson Tide to make top-line progress during
the current financial year, with any growth not now anticipated until FY26.
The Crimson Tide Board has further confirmed that there has been no material
change in underlying trading conditions since 1 January 2025 and that the
prolonged trends noted above persist.

The commentary on current trading included certain historical financial
information for Crimson Tide summarised in the table below:

 (All in £ million unless stated)   At 31 December 2024  At 31 December 2023

                                                                                       Percentage change (%)

                                                                              Change
 ARR                                5.24                 5.78                 -0.54    -9.3%
 Cash                               2.10                 3.26                 -1.16    -35.6%

 

Summary

For the reasons set out above and in the Scheme Document, the Boards of
Checkit and Crimson Tide believe that the strategic and financial rationale
for the Merger is compelling, in the best interests of both companies'
respective shareholders and provides significant opportunities for enhanced
value for both sets of shareholders.

The Crimson Tide Directors, who have been so advised by Cavendish as to the
financial terms of the Merger, unanimously consider the terms of the Merger to
be fair and reasonable. In providing its advice to the Crimson Tide Directors,
Cavendish has taken into account the commercial assessments of the Crimson
Tide Directors. Cavendish is providing independent financial advice to the
Crimson Tide Directors for the purposes of Rule 3 of the Takeover Code.

General

The Scheme Document was posted to Crimson Tide Scheme Shareholders on 20
February 2025 and is available to view at https://crimsontide.co.uk/offer
(https://crimsontide.co.uk/offer) .

A video providing further commentary by Crimson Tide's CEO Phil Meyers and
Checkit's CEO Kit Kyte on the Merger is also available to view on Crimson
Tide's website at https://crimsontide.co.uk/offer
(https://crimsontide.co.uk/offer) .

The Appendix to this announcement includes a summary of (i) the irrevocable
undertakings and letters of intent received by Checkit from certain Crimson
Tide Scheme Shareholders to vote in favour of the Merger at the Meetings; (ii)
certain other matters in relation to voting by Crimson Tide Scheme
Shareholders at the Meetings; and (iii) the expected timetable of principal
events.

The Meetings will be held at the offices of Shoosmiths LLP, 1 Bow Churchyard,
London, EC4M 9DQ. Further information is set out in the Scheme Document.

As set out in the Scheme Document, Bidco has reserved the right to elect to
implement the Merger by way of a Takeover Offer as an alternative to the
Scheme (subject to the consent of the Panel).

Capitalised terms used in this announcement, unless otherwise defined, have
the same meanings as set out in the Scheme Document.

 

Enquiries:

 Checkit plc                                                                       +44 (0) 1223 643313
 www.Checkit.net (http://www.Checkit.net)
 Kit Kyte (Chief Executive Officer)
 Kris Shaw (Chief Financial and Operations Officer)
 Singer Capital Markets (Financial Adviser, Nominated Adviser & Broker to          +44 (0) 20 7496 3000
 Checkit)
 Shaun Dobson / Peter Steel / James Fischer
 Yellowstone Advisory (Investor Relations)                                         +44 (0) 203 951 8907
 Alex Schlich                                                                      alex@yellowstoneadvisory.com (mailto:alex@yellowstoneadvisory.com)
 Crimson Tide plc                                                                  +44 1892 542444
 www.Crimson Tide.com
 Jacqueline Daniell (Chair)

 Phil Meyers (Chief Executive Officer)
 Peter Hurter (Chief Financial Officer)
 Cavendish Capital Markets (Financial Adviser, Nominated Adviser, Rule 3           +44 (0) 20 7220 0500
 Adviser and Corporate Broker to Crimson Tide)
 Julian Blunt / Henrik Persson / Dan Hodkinson - Corporate Finance
 Andrew Burdis / Harriet Ward - Corporate Broking
 Sodali & Co. Proxy Voting Enquiries
 Helpline Number for Shareholder Voting Enquiries                                  +44 (0) 20 3984 0180

Fieldfisher LLP is acting as legal adviser to Checkit in respect of the
Merger.  Shoosmiths LLP is acting as legal adviser to Crimson Tide in respect
of the Merger.

Important notices

Singer Capital Markets Advisory LLP, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
Financial Adviser, Nominated Adviser and Broker exclusively for Checkit and
no-one else in connection with the matters set out in this Announcement and
will not regard any other person as their client in relation to such matters
and will not be responsible to anyone other than Checkit for providing the
protections afforded to clients of Singer Capital Markets nor for providing
advice in relation to the Merger or any matter referred to in this
Announcement.

Cavendish Capital Markets Limited, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting exclusively for
Crimson Tide and for no one else in connection with the subject matter of this
Announcement and will not be responsible to anyone other than Crimson Tide for
providing the protections afforded to clients of Cavendish or for providing
advice in relation to the contents of this Announcement or any matters
referred to in this Announcement.

Further information

This Announcement is for information purposes only. It does not constitute an
offer or form part of any offer or an invitation to purchase, subscribe for,
sell or issue, any securities or a solicitation of any offer to purchase,
subscribe for, sell or issue any securities pursuant to this Announcement or
otherwise in any Restricted Jurisdiction in which such offer or solicitation
is unlawful. This Announcement does not comprise a prospectus or a prospectus
exempted document.

The Merger is being made solely by means of the Scheme Document (or, if the
Merger is, with the consent of the Panel, implemented by way of a Takeover
Offer, the Offer Document) which contains the full terms and conditions of the
Merger, including details of how to vote in favour of the Scheme at the Court
Meeting and the Resolution to be proposed at the Crimson Tide General Meeting.
Any decision in respect of, or other response to, the Merger should, in the
case of Crimson Tide Shareholders, be made only on the basis of the
information in the Scheme Document (or, if the Merger is implemented by way of
a Takeover Offer, the Offer Document) and, in the case of Checkit
Shareholders, also on the basis of the information in the Checkit Circular.

Overseas shareholders

This Announcement has been prepared for the purpose of complying with English
law, the Takeover Code, the U.K. Market Abuse Regulation, the AIM Rules and
the Disclosure Guidance and Transparency Rules and the 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 the United Kingdom.

The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom, including Restricted Jurisdictions, may be
restricted by law and/or regulation. Persons who are not resident in
the United Kingdom, or who are subject to the laws of other jurisdictions
should inform themselves of, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not resident in
the United Kingdom or who are subject to the laws of another jurisdiction or
a Restricted Jurisdiction, to participate in the Merger or to vote their
Crimson Tide Shares in respect of the Scheme at the Crimson Tide Court
Meeting, or to execute and deliver Crimson Tide Forms of Proxy appointing
another to vote at the Crimson Tide Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located
or to which they are subject. Any failure to comply with the applicable
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 Merger disclaim any responsibility or
liability for the violation of such restrictions by any person.

Unless otherwise determined by Checkit or required by the Takeover Code and
permitted by applicable law and regulation, participation in the Merger will
not be made available, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Merger by any such use, means,
instrumentality or form within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this Announcement and all documentation
relating to the Merger are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all documents
relating to the Merger (including custodians, nominees and trustees) must not
mail or otherwise distribute or send them in, into or from such jurisdictions
as doing so may invalidate any purported vote in respect of the Merger.

If the Merger 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 use of the mails or any other
means or instrumentality (including, without limitation, facsimile, e-mail or
other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or any facility of a national, state or other securities exchange
of any Restricted Jurisdiction and the Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or from
within any Restricted Jurisdiction.

The availability of the New Checkit Shares under the Merger to Crimson Tide
Shareholders who are not resident in the United Kingdom may be affected by
the laws of the relevant jurisdictions in which they are resident or to which
they are subject. Persons who are not resident in the United Kingdom or who
are subject to the laws of other jurisdictions should inform themselves of,
and observe, any applicable legal or regulatory requirements.

The New Checkit Shares to be issued under the terms of the Merger have not
been and will not be registered under the US Securities Act or under any laws
or with any securities regulatory authority of any state or other jurisdiction
of the United States. Accordingly, unless an exemption under relevant
securities laws is available, including the exemption from the registration
requirements of the US Securities Act provided by section 3(a)(10) of that
Act, the New Checkit Shares are not being, and may not be, offered, sold,
resold, delivered or distributed, directly or indirectly, in, into or
from the United States. Neither the US Securities and Exchange Commission nor
any US state securities commission has approved or disapproved of the New
Checkit Shares,or determined if this Announcement is accurate or complete. Any
representation to the contrary is a criminal offence.

No profit forecasts or estimates or quantified financial benefits statement

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

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. 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 Takeover Code, any person who is, or becomes,
interested in 1 per cent. 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, 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 Panel's website at
www.thetakeoverpanel.org.uk
(file:///C%3A/Users/mahweens/AppData/Roaming/iManage/Work/Recent/Project%20Bolney%20-%20M-01125069/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.

Cautionary note regarding forward looking statements

This Announcement contains certain statements which are, or may be deemed to
be, forward looking statements with respect to the financial condition,
results of operations and business of Crimson Tide and Checkit and certain
plans and objectives of the Crimson Tide Board and the Checkit Board. These
forward-looking statements can be identified by the fact that they do not
relate 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 of
similar meaning. These statements are based on assumptions and assessments
made by the Crimson Tide Board and the Checkit Board in the light of their
experience and their perception of historical trends, current conditions,
expected future developments and other factors they believe appropriate. By
their nature, forward looking statements involve risk and uncertainty and the
factors described in the context of such forward looking statements in this
Announcement could cause actual results and developments to differ materially
from those expressed in or implied by such forward looking statements.

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. Except as required by the Panel,
the FCA, the London Stock Exchange, the AIM Rules, or any other applicable law
and/or regulation, Crimson Tide and Checkit assume no obligation to update or
correct the information contained in this Announcement.

Provision of information relating to Crimson Tide Shareholders

Crimson Tide Shareholders should note that addresses, electronic addresses and
certain other information provided by them and other relevant persons for the
receipt of communications from Crimson Tide may be provided to Checkit during
the Offer Period as required under section 4 of Appendix 4 to the Takeover
Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on websites, availability of hard copies and shareholder helpline

Pursuant to Rule 26 of the Takeover Code, a copy of this Announcement and
other documents in connection with the Merger will be available, free of
charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at Crimson Tide's and Checkit's websites at,
respectively, https://crimsontide.co.uk/offer
(https://crimsontide.co.uk/offer) and
https://info.checkit.net/recommended-crimson-tide-plc-documents-merger
(https://info.checkit.net/recommended-crimson-tide-plc-documents-merger) , by
no later than 12 noon on the Business Day following this Announcement until
the end of the Offer Period.

For the avoidance of doubt, the content of the websites referred to above is
not incorporated into and does not form part of this Announcement.

Crimson Tide Shareholders and persons with information rights and participants
in the Crimson Tide Share Plan may request a hard copy of this Document by
contacting Neville Registrars Limited during business hours (9:00 a.m. to 5:00
p.m.) on +44 (0)121 585 1131 (if calling from outside of the UK, please ensure
the country code is used) or by submitting a request in writing to Neville
Registrars Limited at Neville House, Steelpark Road, Halesowen, B62 8HD.
Shareholders should also telephone this helpline with they have questions
about this announcement, the Scheme Document, the Court Meeting or the General
Meeting, or how to complete the Forms of Proxy or to submit your proxies
through the CREST electronic proxy appointment service or online. Calls from
outside the United Kingdom will be charged at applicable international rates.
Different charges may apply to calls from mobile telephones and calls may be
recorded and randomly monitored for security and training purposes. Please
note that Neville Registrars Limited cannot provide advice on the merits of
the Merger or give any financial, legal or tax advice.

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.

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.

Time

All references to time in this Announcement are to London time, unless
otherwise stated.

General

Checkit reserves the right to elect, with the consent of the Panel (where
necessary), and subject to the terms and conditions noted within the Scheme
Document, to implement the Merger by way of an Offer for the entire issued and
to be issued share capital of Crimson Tide not already held by Checkit as an
alternative to the Scheme. In such an event, an Offer will be implemented on
substantially the same terms, so far as applicable, as those which would apply
to the Scheme.

If the Merger is effected by way of an Offer, and such an Offer becomes or is
declared unconditional in all respects and sufficient acceptances are
received, Checkit 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 Crimson Tide Shares in respect of which the Offer has not been
accepted.

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 the Financial Services and
Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if
not, from another appropriately authorised independent financial adviser.

Appendix

Irrevocable undertakings and letters of intent

Checkit has received Irrevocable Undertakings and letters of intent to vote in
favour of the Scheme at the Court Meeting and the Resolution at the General
Meeting in respect of 1,796,857 Crimson Tide Shares representing, in
aggregate, approximately 27.33 per cent. of Crimson Tide's issued ordinary
share capital as at the close of business on the Last Practicable Scheme Date.

This includes irrevocable undertakings from (i) the Crimson Tide Directors who
are interested in Crimson Tide Shares in respect of 90,858 Crimson Tide Shares
representing, in aggregate, approximately 1.38 per cent. of Crimson Tide's
issued ordinary share capital as at the close of business on the Last
Practicable Scheme Date; and (ii) William Currie Investments Limited / William
Currie in respect of 347,666 Crimson Tide Shares, representing, in aggregate
5.29 per cent. of Crimson Tide's issued ordinary share capital as at the close
of business on the Last Practicable Scheme Date.

Checkit has also received non-binding letters of support to vote in favour of
the Scheme at the Court Meeting and the Resolution at the General Meeting in
respect of 1,358,333 Crimson Tide Shares representing, in aggregate,
approximately 20.66 per cent. of Crimson Tide's issued ordinary share capital
as at the close of business on the Last Practicable Scheme Date, as set out
below:

 Name                                        Total number of Crimson Tide Shares  Percentage of existing issued share capital
 Canaccord Genuity Asset Management Limited  720,000                              10.95
 Herald Investment Management Limited        323,333                              4.92
 Octopus Investments                         315,000                              4.79
 Total                                       1,358,333                            20.66

 

Further details of these irrevocable undertakings and letters of intent
(including the circumstances in which the irrevocable undertakings will cease
to be binding or otherwise fall away) are set out in paragraph 6 of Part 7
(Additional Information) of the Scheme Document.

Voting at the Court Meeting and the General Meeting

Crimson Tide, through its proxy voting adviser Sodali & Co, is writing to
certain of the Crimson Tide Scheme Shareholders to reiterate that the Crimson
Tide Directors are recommending unanimously that Crimson Tide Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and in favour
of the Resolution to be proposed at the General Meeting. A copy of the letter
is available to view on Crimson Tide's website at crimsontide.co.uk/offer
(https://crimsontide.co.uk/offer) .

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 Crimson Tide Scheme Shareholders.
You are therefore strongly urged to complete, sign and return your Forms of
Proxy (or appoint a proxy through the CREST electronic proxy appointment
service or electronically through www.sharegateway.co.uk) as soon as possible
to ensure your vote is recorded. Doing so will not prevent you from attending,
speaking and voting in person at the Meetings if you wish, and are entitled,
to do so. Crimson Tide Scheme Shareholders and Crimson Tide Shareholders are
also strongly encouraged to appoint "the Chair of the meeting" as their proxy.

The latest times for lodging Forms of Proxy for the Court Meeting and General
Meeting are 10.00 a.m. on 17 March 2025 and 10.30 a.m. on 17 March 2025
respectively.

Expected Timetable of Principal Events

The following indicative timetable is based on Crimson Tide's and Checkit's
current expected dates for the implementation of the Scheme and is subject to
change. If any of the dates and/or times in this expected timetable change,
the revised dates and/or times will be notified to Crimson Tide Shareholders
by an announcement through a Regulatory Information Service.

 Event                                                                           Expected time/date((1))
 Publication of the Scheme Document                                              20 February 2025
 Latest time for lodging Forms of Proxy for the:
 Court Meeting (BLUE Form of Proxy)                                              10 a.m. on 17 March 2025((2))
 General Meeting (WHITE Form of Proxy)                                           10.30 a.m. on 17 March 2025((3))
 Voting Record Time for the Court Meeting and the General Meeting                6.00 p.m. on 17 March 2025((4))
 Court Meeting                                                                   10.00 a.m. on 19 March 2025
 General Meeting                                                                 10.30 a.m. on 19 March 2025((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. Crimson Tide 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 Crimson Tide's website at www.crimsontide.co.uk/offer
 (http://www.crimsontide.co.uk/offer) . Further updates and changes to these
 times will be notified in the same way. See also note (1)
 Sanction Hearing to sanction the Scheme                                         3 April 2025
 Last day of dealings in, and for the registration of transfers of Crimson Tide  4 April 2025
 Shares
 Scheme Record Time and Date                                                     6.00 p.m. on 4 April 2025
 Disablement of CREST in respect of Crimson Tide Shares                          6.00 p.m. on 4 April 2025
 Suspension of listing of, and dealings in Crimson Tide Shares                   7.30 a.m. on 7 April 2025
 Effective Date of the Scheme                                                    7 April 2025
 Cancellation of listing and admission to trading of Crimson Tide Shares on AIM  By 8.00 a.m. on 8 April 2025
 Latest date for issue of the New Checkit Shares                                 within 14 days of the Effective Date
 Long Stop Date                                                                  11:59 p.m. on 30 June 2025((6))

 

Notes:

 

(1)   The dates and times given are indicative only and are based on current
expectations and are subject to change.

       References to times are to London, United Kingdom time unless
otherwise stated. If any of the times and/or dates above change, the revised
times and/or dates will be notified to Crimson Tide Shareholders by
announcement through a Regulatory Information Service.

       Participants in the Crimson Tide Share Plan will be contacted
around the date of the Scheme Document via a separate letter to inform them of
the effect of the Scheme on their rights under the Crimson Tide Share Plan.

(2)   It is requested that BLUE Forms of Proxy for the Court Meeting be
lodged before 10.00 a.m. on 17 March 2025 or, if the Court Meeting is
adjourned, not later than 48 hours (excluding any part of such 48-hour period
falling on a non-working day) before the time appointed for the holding of the
adjourned meeting. However, BLUE Forms of Proxy not so lodged may be: (i)
scanned and emailed to Neville Registrars Limited at the following email
address: info@nevilleregistrars.co.uk (mailto:info@nevilleregistrars.co.uk) ;
or (ii) presented in person to the Chair of the Court Meeting or a
representative of Neville Registrars Limited who will be present at the Court
Meeting, any time prior to the commencement of the Court Meeting (or any
adjournment thereof).

(3)   WHITE Forms of Proxy for the General Meeting must be lodged before
10.30 a.m. on 17 March 2025 in order for it to be valid or, if the General
Meeting is adjourned, not later than 48 hours (excluding any part of such
48-hour period falling on a non-working day) before the time appointed for the
holding of the adjourned meeting. WHITE Forms of Proxy cannot be handed to the
Chair of the General Meeting at that meeting.

(4)   If either of 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 (excluding non-working days) before the date set for
the relevant adjourned meeting.

(5)   To commence at 10.30 a.m. or as soon thereafter as the Court Meeting
shall have been concluded or adjourned.

(6)   This is the latest date by which the Scheme may become Effective.
However, the Long Stop Date may be extended to such later date as may be
agreed by Crimson Tide and Checkit (with the Panel's consent and as the Court
may approve (if such approval(s) are required)).

 

 

 

 

 

 

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