CK Asset Holdings Civitas Social Hsng. - Offer for Civitas Social Housing plc

Civitas Social Housing

09/05/2023 10:00

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RNS Number : 7954Y  CK Asset Holdings Limited  09 May 2023

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

THE OFFER WILL BE MADE IN THE UNITED STATES PURSUANT TO APPLICABLE LAWS AND
REGULATIONS, INCLUDING SECTION 14(E) AND REGULATION 14E UNDER THE US EXCHANGE
ACT. CK BIDCO AND ITS AFFILIATES AND AGENTS MAY PURCHASE CIVITAS SHARES
OUTSIDE THE OFFER, OUTSIDE THE UNITED STATES, IN COMPLIANCE WITH APPLICABLE
LAWS AND REGULATIONS, INCLUDING THE US EXCHANGE ACT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/2014) AS IT FORMS PART
OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED

FOR IMMEDIATE RELEASE

9 May 2023

RECOMMENDED CASH OFFER

for

CIVITAS SOCIAL HOUSING PLC

by

WELLNESS UNITY LIMITED

(a wholly-owned indirect subsidiary of CK Asset Holdings Limited)

Summary

·          The boards of Wellness Unity Limited ("CK Bidco") and
Civitas Social Housing PLC ("Civitas") announce that they have reached
agreement on the terms of a recommended all-cash offer to be made by CK Bidco
for the entire issued and to be issued share capital of Civitas, other than
any Civitas Shares already held by CK Bidco (the "Offer"), to be implemented
by way of a takeover offer within the meaning of Part 28 of the Companies Act.

Offer terms

·          Under the terms of the Offer, each Civitas Shareholder
will be entitled to receive:

 For each Civitas Share held  80 pence in cash

                              (the "Cash Consideration")

 

·       The Cash Consideration under the terms of the Offer values the
entire issued share capital of Civitas (excluding treasury shares) at
approximately £485 million.

·          The Cash Consideration represents a premium of
approximately:

o   44.4 per cent. to the Closing Price of 55.4 pence per Civitas Share on 5
May 2023 (being the last Business Day prior to the date of this announcement);

o  50.1 per cent. to the five trading day volume weighted average price of
53.3 pence per Civitas Share on 5 May 2023 (being the last Business Day prior
to the date of this announcement);

o  49.1 per cent. to the ten trading day volume weighted average price of
53.7 pence per Civitas Share on 5 May 2023 (being the last Business Day prior
to the date of this announcement); and

o  45.5 per cent. to the one-month volume weighted average price of 55.0
pence per Civitas Share on 5 May 2023 (being the last Business Day prior to
the date of this announcement).

·        In addition, Civitas Shareholders who are on the register as
at the close of business on 19 May 2023 will also be entitled to receive and
retain the quarterly dividend of 1.425 pence per Civitas Share in respect of
the period from 1 January 2023 to 31 March 2023, as announced by the Civitas
Board earlier today (the "Fourth Quarter Dividend").

·          If, on or after the date of this announcement, any
dividend and/or other distribution and/or return of capital (other than the
Fourth Quarter Dividend) is declared, made or paid or becomes payable in
respect of the Civitas Shares, CK Bidco reserves the right to reduce the Cash
Consideration payable under the terms of the Offer for the Civitas Shares by
an amount up to the amount of such dividend and/or other distribution and/or
return of capital, in which case any reference in this announcement or in the
Offer Document to the Cash Consideration payable under the terms of the Offer
will be deemed to be a reference to the Cash Consideration as so reduced. In
such circumstances, the relevant Civitas Shareholders will be entitled to
receive and retain such dividend and/or other distribution and/or return of
capital.

·       The Cash Consideration payable to Civitas Shareholders under the
terms of the Offer will be funded from the existing cash resources of the CKA
Group.

·          A valuation in respect of Civitas' property portfolio as
at 31 March 2023 prepared in accordance with Rule 29 of the Takeover Code is
set out in Appendix 4 to this announcement (the "JLL Valuation Report") and
will be available on Civitas' website.

Background to and reasons for the Offer

·          CKA is a long-term real asset investor with a focus on
stable, profitable and cash flow generating businesses in the property and
infrastructure sectors currently. In particular, CKA already has strong
experience in the UK specialist social housing sector with existing ownership
of a substantial property portfolio.

·          CKA believes that Civitas' position as one of the leading
social housing providers in the UK, and its social impact and earnings
profile, are complementary to its investment criteria, and make for a suitable
strategic fit.

·          In addition, given the recent turbulent financing markets
caused by macroeconomic uncertainties, CKA believes that its strong financial
standing will be beneficial to Civitas in sourcing future financing
commitments at an operational level during these times.

·          Following the completion of the Offer, CKA intends to
maintain Civitas Investment Management Limited ("CIM") as the investment
adviser to Civitas so that the day-to-day management of the Civitas portfolio
will continue uninterrupted, and CKA expects Civitas to maintain its position
as one of the leading social housing providers benefitting vulnerable tenants
in the UK.

·       CKA does not expect there to be any disruption to tenants as a
result of the Offer and will be focused on the continuation of relationships
with regulated providers, care providers and the Regulator of Social Housing
following the completion of the Offer.

Background to and reasons for the recommendation

·       The all-cash Offer of 80 pence for each Civitas Share values
the entire issued share capital of Civitas (excluding treasury shares) at
£485 million and provides shareholders the opportunity to exit in full and in
cash at a significant premium to the current share price, representing:

o  a 44.4 per cent. premium to the Closing Price of 55.4 pence per Civitas
Share on 5 May 2023 (being the last Business Day prior to the date of this
announcement);

o  a 50.1 per cent. premium to the five trading day volume weighted average
price of 53.3 pence per Civitas Share on 5 May 2023 (being the last Business
Day prior to the date of this announcement);

o  a 49.1 per cent. premium to the ten trading day volume weighted average
price of 53.7 pence per Civitas Share on 5 May 2023 (being the last Business
Day prior to the date of this announcement);

o  a 45.5 per cent. premium to the one-month volume weighted average price
of 55.0 pence per Civitas Share on 5 May 2023 (being the last Business Day
prior to the date of this announcement); and

o  a 26.7 per cent. discount to the March 2023 IFRS NAV of 109.16 pence per
Civitas Share.

·       The Civitas Board believes the Offer undervalues the long-term
prospects of Civitas but recognises that Civitas and the sector in which it
operates faces a number of challenges in light of the current macro
environment and outlook:

o  considerable negative sentiment in the public markets towards Civitas and
the social housing sector which the Civitas Board believes are unlikely to be
overcome in the short to medium term and which will continue to have a
material impact on Civitas' share price prospects; and

o  despite delivering on revenue, IFRS NAV and dividend growth since the
IPO, Civitas Shares have now traded for some time at an entrenched discount to
net asset value.

·       Civitas' portfolio represents a highly specialised asset class
on a large scale requiring granular specialist expertise to manage the
portfolio. CKA, as an existing investor in the UK specialist social housing
sector, has the experience to be able to transact at this scale, and both
invests in and has a strong working relationship with CIM, which will continue
to manage the portfolio.

Recommendation of the Civitas Directors

·         The Civitas Directors, who have been so advised by Panmure
Gordon (UK) Limited ("Panmure Gordon") and Liberum Capital Limited ("Liberum")
as to the financial terms of the Offer, consider the terms of the Offer to be
fair and reasonable. In providing advice to the Civitas Directors, Panmure
Gordon and Liberum have taken into account the commercial assessments of the
Civitas Directors. Panmure Gordon and Liberum are providing independent
financial advice to the Civitas Directors for the purposes of Rule 3 of the
Takeover Code.

·        Accordingly, the Civitas Directors intend unanimously to
recommend that Civitas Shareholders accept the Offer as the Civitas Directors
who hold Civitas Shares have irrevocably undertaken to do in respect of their
own beneficial holdings totalling 384,600 Civitas Shares (representing, in
aggregate, approximately 0.06 per cent. of the existing issued share capital
of Civitas (excluding treasury shares) as at 5 May 2023, being the last
Business Day prior to the date of this announcement).

·          In addition to the irrevocable undertakings given by the
Civitas Directors, CIM and the executive directors of CIM have also given
irrevocable undertakings to accept or procure the acceptance of the Offer
which, when aggregated with the irrevocable undertakings from the Civitas
Directors, amount to a total of 809,644 Civitas Shares (representing
approximately 0.13 per cent. of the existing issued share capital of Civitas
(excluding treasury shares) as at 5 May 2023, being the last Business Day
prior to the date of this announcement).

·          Further details of these irrevocable undertakings
(including the circumstances in which they cease to be binding) are set out in
Appendix 3 to this announcement.

Information relating to Civitas

·        Civitas is a real estate investment trust founded in 2016
when it successfully listed as a closed-ended investment company on the
premium segment of the London Stock Exchange's Main Market with an investment
objective focused on investing in a diversified portfolio of social housing in
the United Kingdom.

·        Civitas has an independent board of non-executive directors
who are responsible for its investment decisions (other than to the extent
delegated to its external alternative investment fund manager, G10 Capital
Limited, and/or CIM) and the appointment, supervision and monitoring of
Civitas' service providers, including, inter alia, the alternative investment
fund manager and CIM. CIM is the investment adviser to Civitas and provides
investment advice and asset management of Civitas property portfolio.

·         Civitas' net rental income was £26.6 million for the
six-month period to 30 September 2022, and it had an annual contracted rent
roll of £55.0 million as at 30 September 2022. As at 30 September 2022,
Civitas had a portfolio of 697 properties and 4,594 tenancies, supported by
130 specialist care providers and 18 Approved Providers over 178 local
authority areas, all of which remain unchanged as at 31 March 2023 save that
the number of specialist care providers has increased from 130 to 131
specialist care providers.

Information relating to CK Bidco and CKA

·        CK Bidco is a newly incorporated wholly-owned indirect
subsidiary of CKA, which is a Hong Kong listed leading multinational
corporation and has diverse capabilities with activities encompassing property
development and investment, hotel and serviced suite operation, property and
project management, pub operation, investment in infrastructure and utility
asset operation. In particular, CKA already has strong experience in the UK
specialist social housing sector with existing ownership of a substantial
property portfolio.

·       CKA is an indirect shareholder in CIM, Civitas' investment
adviser. Neither CIM nor any individual (director or employee) from CIM is
involved in CKA's consideration and implementation of the Offer.

Timetable and Conditions

·          It is intended that the Offer will be implemented by way
of a takeover offer within the meaning of Part 28 of the Companies Act. The
Offer will be subject to the Conditions and further terms set out in Appendix
1 to this announcement, and to be set out in full in the Offer Document,
including, amongst others:

o  valid acceptances of the Offer being received in respect of such number
of Civitas Shares which, when aggregated with the Civitas Shares already held,
acquired or agreed to be acquired by CK Bidco and/or any of its wholly-owned
subsidiaries, carry not less than 75 per cent. (or, subject to the Takeover
Code, such lower percentage as CK Bidco may decide) of the voting rights then
normally exercisable at a general meeting of Civitas; and

o  the CMA not taking steps to prohibit the completion of the Offer (or the
CMA granting clearance following Phase 1 CMA Review).

·         Subject to the satisfaction or (if permitted) waiver of
the Conditions and certain further terms set out in Appendix 1, it is expected
that the Offer will become or be declared unconditional during the third
quarter of 2023.

·         The Offer will extend to all Civitas Shares which are in
issue as at the date of this announcement and any Civitas Shares which may be
unconditionally allotted and/or issued and fully paid (or credited as fully
paid) before the Offer closes (other than any Civitas Shares already held by
CK Bidco).

·         It is intended that the London Stock Exchange and the FCA will
be requested respectively to cancel trading in Civitas Shares on the London
Stock Exchange's Main Market for listed securities and the listing of the
Civitas Shares from the Official List no earlier than 20 Business Days
following the date on which the Offer becomes or is declared unconditional and
CK Bidco has obtained 75 per cent. or more of the voting rights of Civitas.
Delisting would significantly reduce the liquidity (if any) and marketability
of any Civitas Shares not assented to the Offer at that time.

·      It is intended that Civitas be re‑registered as a private limited
company as soon as practicable following the cancellation of the listing and
trading of Civitas Shares.

Commenting on the Offer, Michael Wrobel, Non-executive Chair of Civitas, said:

"Since our IPO in 2016, the Civitas portfolio has delivered consistently on
its financial and social impact objectives.

Whilst the Civitas Board believes that the Offer undervalues the long-term
prospects of Civitas as expressed by net asset value, we also recognise that
Civitas, and its sector as a whole, faces a number of challenges in sentiment
which the public markets are unlikely to overcome in the short to medium term.

The Offer provides liquidity to shareholders with the opportunity to exit in
full and in cash at a significant premium to the current share price, in a
time of macroeconomic uncertainty.

Moreover, CKA, as a current investor in the social housing sector, has a
detailed understanding of the attractive fundamentals of the real estate and
the expertise of the management team. The Civitas Board therefore considers
the terms of the Offer to be fair and reasonable and we have recommended it to
our shareholders."

The full terms of the Offer will be set out in the Offer Document and (in
respect of Civitas Shares held in certificated form) the Form of Acceptance,
which will be sent to Civitas Shareholders within 28 days of the date of this
announcement. In deciding whether or not to accept the Offer in respect of
their Civitas Shares, Civitas Shareholders should consider the information
contained in, and the procedures described in, such documentation.

This summary should be read in conjunction with the full text of this
announcement and its appendices. The Conditions to, and certain further terms
of, the Offer are set out in Appendix 1.  The bases and sources for certain
financial information contained in this announcement are set out in Appendix
2.  Details of irrevocable undertakings received by CK Bidco are set out in
Appendix 3 to the announcement. The JLL Valuation Report in respect of
Civitas' property portfolio as at 31 March 2023 prepared in accordance with
Rule 29 of the Takeover Code is set out in Appendix 4 to this announcement.
Certain definitions and terms used in this announcement are set out in
Appendix 5.

Enquiries:

 CKA                                                                         Tel: +852 2122 3133
 Yue Seng Chiu
 HSBC Bank plc (financial adviser to CKA and CK Bidco)                       Tel: +44 20 7991 8888
 Investment Banking

 Anthony Parsons, Alex Thomas, Edmond Tin, Ali Razvi

 Corporate Broking

 Sam McLennan
 Civitas                                                                     Tel: +44 (0) 333 300 1950
 Link Company Matters Limited
 Panmure Gordon (joint financial adviser, joint Rule 3 adviser and joint     Tel: +44 (0) 20 7886 2500
 corporate broker to Civitas)
 Investment Banking

 Sapna Shah, Ashwin Kohli and Freddie Twist

 Corporate Broking
 Tom Scrivens
 Liberum (joint financial adviser, joint Rule 3 adviser and joint corporate  Tel: + 44 (0) 20 3100 2000
 broker to Civitas)
 Investment Banking

 Chris Clarke, Darren Vickers and Owen Matthews

 M&A

 Tim Medak and Mark Harrison
 Buchanan (PR adviser to Civitas)                                            civitas@buchanan.uk.com
 Helen Tarbet                                                                Tel: +44 (0) 7872 604 453
 Henry Wilson                                                                Tel: +44 (0)7788 528143
 Hannah Ratcliff                                                             Tel: +44 (0)7825 292022

 

Clifford Chance LLP is acting as legal adviser to CKA and CK Bidco.
Cadwalader, Wickersham & Taft LLP is acting as legal adviser to Civitas.

Further information

HSBC Bank plc ("HSBC"), which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial Conduct
Authority and the Prudential Regulation Authority, is acting as financial
adviser to CKA and no one else in connection with the matters described in
this announcement and will not be responsible to anyone other than CKA for
providing the protections afforded to clients of HSBC, or for providing advice
in connection with the matters referred to herein. Neither HSBC nor any of its
group undertakings or affiliates 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 HSBC in
connection with this announcement or any matter referred to herein.

Panmure Gordon (UK) Limited ("Panmure Gordon") and Liberum Capital Limited
("Liberum"), both of which are authorised and regulated in the United Kingdom
by the FCA are acting as joint Rule 3 adviser, joint financial adviser and
joint corporate broker exclusively for Civitas and no one else in connection
with the Offer and the matters set out in this announcement and will not
regard any other person as its client in relation to the Offer and the matters
in this announcement and will not be responsible to anyone other than Civitas
for providing the protections afforded to clients of Panmure Gordon or
Liberum, nor for providing advice in relation to any matter referred to
herein. Neither Panmure Gordon, nor Liberum nor any of their respective
affiliates, directors, officers, employees, advisers 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 Panmure Gordon or Liberum in connection with this
announcement, any statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation 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 Offer or otherwise. The Offer will be made solely by the Offer Document,
when issued, which (together with the Form of Acceptance in relation to
Civitas Shares held in certificated form) will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.

This announcement does not constitute a prospectus or prospectus equivalent
document.

Overseas Shareholders

This announcement has been prepared in accordance with English law, the
Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of jurisdictions outside
England.

The availability of the Offer to Civitas Shareholders who are not resident in
and citizens of the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. The distribution of this announcement in jurisdictions other
than the United Kingdom and the availability of the Offer to Civitas
Shareholders who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions by any
person. Further details in relation to Overseas Shareholders will be contained
in the Offer Document.

Unless otherwise determined by CK Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Offer 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
accept the Offer 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 relating to the Offer 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 acceptance of
the Offer. The 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 Offer may not
be capable of acceptance by any such use, means, instrumentality or
facilities.

Notice to US investors in Civitas

The Offer relates to the shares of an English company and is being made by
means of a contractual takeover offer under the Takeover Code and under the
laws of England and Wales. The Offer will be made in the United States
pursuant to all applicable laws and regulations, including, to the extent
applicable, Section 14(e) and Regulation 14E under the US Securities Exchange
Act of 1934 (the "US Exchange Act") and otherwise in accordance with the
requirements of the Takeover Code. Accordingly, the Offer will be subject to
the disclosure and other procedural requirements, including with respect to
withdrawal rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic tender
offer procedures and law. The Offer will be made in the United States by CK
Bidco and no one else.

In accordance with, and to the extent permitted by, the Takeover Code and
normal UK market practice, HSBC and its respective affiliates may continue to
act as exempt principal traders or exempt market makers in Civitas Shares on
the London Stock Exchange and will engage in certain other purchasing
activities consistent with their respective normal and usual practice and
applicable law, as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In
addition, CK Bidco, its affiliates, their advisors and nominees or brokers
(acting as agents) may make certain purchases of, or arrangements to purchase,
Civitas Shares outside the Offer, such as in open market purchases or
privately negotiated purchases, during the offer period and the period in
which the Offer remains open for acceptance. If such purchases or arrangements
to purchase were to be made, they would be made outside the US and would
comply with applicable law, including United Kingdom laws and the US Exchange
Act. Any such purchases by CK Bidco or its affiliates will not be made at
prices higher than the price of the Offer provided in this announcement unless
the price of the Offer is increased accordingly. Any information about such
purchases or arrangements to purchase shall be disclosed as required under
United Kingdom laws and will be available to all investors (including US
investors) via the Regulatory Information Service and shall be available on
the London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com/) . To the extent that such information is
required to be publicly disclosed in the United Kingdom in accordance with
applicable regulatory requirements, this information will, as applicable, also
be publicly disclosed in the United States.

It may be difficult for US holders of Civitas Shares to enforce their rights
and any claim arising out of the US federal securities laws in connection with
the Offer, since CK Bidco and Civitas are located in a non-US jurisdiction,
and some or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of Civitas Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the
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.

The financial information included in this announcement has been prepared in
accordance with accounting standards applicable in the United Kingdom and thus
may not be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the US ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom. None of the financial information in this announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).

Neither the Offer nor this announcement have been approved or disapproved by
the US Securities and Exchange Commission, any state securities commission in
the United States or any other US regulatory authority, nor have such
authorities approved or disapproved or passed judgement upon the fairness or
the merits of the Offer, or determined if the information contained in this
announcement is adequate, accurate or complete. Any representation to the
contrary is a criminal offence in the United States. The receipt of cash
pursuant to the Offer by a US holder as consideration for the transfer of its
Civitas Shares pursuant to the Offer will likely be a taxable transaction for
US federal income tax purposes and under applicable US state and local, as
well as foreign and other, tax laws. Each US holder of Civitas Shares is urged
to consult their independent legal, tax and financial advisers regarding the
tax consequences of the Offer applicable to them, including under applicable
US state and local, as well as overseas and other, tax laws.

Forward looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Offer, and other information
published by CK Bidco and Civitas contain statements which are, or may be
deemed to be, "forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of CKA and Civitas
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.

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Offer on CK Bidco and
Civitas (including their future prospects, developments and strategies), the
expected timing and scope of the Offer and other statements other than
historical facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans", "expects" or
"does not expect", "is expected", "is subject to", "budget", "projects",
"strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words and phrases
or statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be achieved. Although
CK Bidco and/or Civitas (as appropriate) believe that the expectations
reflected in such forward-looking statements are reasonable, CK Bidco and
Civitas can give no assurance that such expectations will prove to be correct.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will occur in
the future. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by such
forward-looking statements.

These factors include, but are not limited to: the ability to complete the
Offer; the ability to obtain requisite shareholder approvals and the
satisfaction of other Conditions on the proposed terms and schedule; as future
market conditions, changes in general economic and business conditions, the
behaviour of other market participants, the anticipated benefits from the
Offer not being realised as a result of changes in general economic and market
conditions in the countries in which CK Bidco and Civitas operate, weak,
volatile or illiquid capital and/or credit markets, changes in tax rates,
interest rate and currency value fluctuations, the degree of competition in
the geographic and business areas in which CK Bidco and Civitas operate and
changes in laws or in supervisory expectations or requirements. Other unknown
or unpredictable factors could cause actual results to differ materially from
those in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors. Neither CK Bidco
nor Civitas, nor any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur. You are cautioned not to
place any reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations, neither CK Bidco nor
Civitas is under any obligation, and CK Bidco and Civitas expressly disclaim
any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

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 pm (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later than
3.30 pm (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(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 pm (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
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.

Publication on website and hard copies

This announcement and the documents required to be published pursuant to
Rule 26.1 of the Takeover Code will be available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
CKA's website at https://webfilter.ckah.com/WF07/
(https://webfilter.ckah.com/WF07/) and Civitas' website at
www.civitassocialhousing.com/takeover-offer/
(http://www.civitassocialhousing.com/takeover-offer/) promptly and in any
event by no later than 12 noon (London time) on the Business Day following
the publication of this announcement. The content of the websites referred to
in this announcement is not incorporated into and does not form part of this
announcement.

In accordance with Rule 30.3 of the Takeover Code, Civitas Shareholders and
persons with information rights may request a hard copy of this announcement
by contacting Civitas' registrars, Link Group, 10(th) Floor, Central Square,
29 Wellington Street, Leeds, England, LS1 4DL during business hours between
9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England
and Wales, on 0371 664 0391 (or +44 (0) 371 664 0391 from abroad). 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. Such persons may also request that all future documents,
announcements and information to be sent to you in relation to the Offer
should be in hard copy form.

No profit forecasts, estimates or quantified benefits statements

Nothing in this announcement is intended, or is to be construed, as a profit
forecast, profit estimate or quantified benefits statement for any period and
no statement in this announcement should be interpreted to mean that earnings
or earnings per share for Civitas for the current or future financial years
would necessarily match or exceed the historical published earnings or
earnings per share for Civitas.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other
information provided by Civitas Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Civitas may
be provided to CK Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover 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 figures that precede them.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Civitas confirms that, as
at 5 May 2023, it had in issue 606,386,380 ordinary shares of £0.01 each
(which figure excludes the 16,075,000 ordinary shares currently held in
treasury). The International Securities Identification Number (ISIN) for the
ordinary shares is GB00BD8HBD32.

General

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

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

THE OFFER WILL BE MADE IN THE UNITED STATES PURSUANT TO APPLICABLE LAWS AND
REGULATIONS, INCLUDING SECTION 14(E) AND REGULATION 14E UNDER THE US EXCHANGE
ACT. CK BIDCO AND ITS AFFILIATES AND AGENTS MAY PURCHASE CIVITAS SHARES
OUTSIDE THE OFFER, OUTSIDE THE UNITED STATES, IN COMPLIANCE WITH APPLICABLE
LAWS AND REGULATIONS, INCLUDING THE US EXCHANGE ACT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/2014) AS IT FORMS PART
OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED

FOR IMMEDIATE RELEASE

9 May 2023

RECOMMENDED CASH OFFER

for

CIVITAS SOCIAL HOUSING PLC

by

WELLNESS UNITY LIMITED

(a wholly-owned indirect subsidiary of CK Asset Holdings Limited)

1.         Introduction

The boards of Wellness Unity Limited ("CK Bidco") and Civitas Social Housing
PLC ("Civitas") announce that they have agreed the terms of a recommended
all-cash offer to be made by CK Bidco for the entire issued and to be issued
share capital of Civitas, other than any Civitas Shares already held by CK
Bidco (the "Offer").

It is intended that the Offer will be implemented by way of a takeover offer
within the meaning of Part 28 of the Companies Act (although CK Bidco reserves
the right to effect the Offer by way of a Scheme, subject to the consent of
the Panel).

2.         The Offer

Under the terms of the Offer, which will be on the terms and subject to the
Conditions and further terms set out below and in Appendix 1 to this
announcement, and to be set out in full in the Offer Document, Civitas
Shareholders will be entitled to receive:

 For each Civitas Share held  80 pence in cash

                              (the "Cash Consideration")

 

The Cash Consideration under the terms of the Offer values the entire issued
share capital of Civitas (excluding treasury shares) at approximately £485
million.

The Cash Consideration represents a premium of approximately:

·          44.4 per cent. to the Closing Price of 55.4 pence per
Civitas Share on 5 May 2023 (being the last Business Day prior to the date of
this announcement);

·        50.1 per cent. to the five trading day volume weighted
average price of 53.3 pence per Civitas Share on 5 May 2023 (being the last
Business Day prior to the date of this announcement);

·        49.1 per cent. to the ten trading day volume weighted
average price of 53.7 pence per Civitas Share on 5 May 2023 (being the last
Business Day prior to the date of this announcement); and

·          45.5 per cent. to the one-month volume-weighted average
price of 55.0 pence per Civitas Share on 5 May 2023 (being the last Business
Day prior to the date of this announcement).

In addition, Civitas Shareholders who are on the register as at the close of
business on 19 May 2023 will also be entitled to receive and retain the
quarterly dividend of 1.425 pence per Civitas Share in respect of the period
from 1 January 2023 to 31 March 2023, as announced by the Civitas Board
earlier today (the "Fourth Quarter Dividend").

If, on or after the date of this announcement, any dividend and/or other
distribution and/or return of capital (other than the Fourth Quarter Dividend)
is declared, made or paid or becomes payable in respect of the Civitas Shares,
CK Bidco reserves the right to reduce the Cash Consideration payable under the
terms of the Offer for the Civitas Shares by an amount up to the amount of
such dividend and/or other distribution and/or return of capital, in which
case any reference in this announcement or in the Offer Document to the Cash
Consideration payable under the terms of the Offer will be deemed to be a
reference to the Cash Consideration as so reduced. In such circumstances, the
relevant Civitas Shareholders will be entitled to receive and retain such
dividend and/or other distribution and/or return of capital.

3.         Background to and reasons for the Offer

CKA is a long-term real asset investor with a focus on stable, profitable and
cash flow generating businesses in the property and infrastructure sectors
currently. In particular, CKA already has strong experience in the UK
specialist social housing sector with existing ownership of a substantial
property portfolio.

CKA believes that Civitas' position as one of the leading social housing
providers in the UK, and its social impact and earnings profile, are
complementary to its investment criteria, and make for a suitable strategic
fit.

In addition, given the recent turbulent financing markets caused by
macroeconomic uncertainties, CKA believes that its strong financial standing
will be beneficial to Civitas in sourcing future financing commitments at an
operational level during these times.

Following the completion of the Offer, CKA intends to maintain Civitas
Investment Management Limited ("CIM") as the investment adviser to Civitas so
that the day-to-day management of the Civitas portfolio will continue
uninterrupted, and CKA expects Civitas to maintain its position as one of the
leading social housing providers benefitting vulnerable tenants in the UK.

CKA does not expect there to be any disruption to tenants as a result of the
Offer and will be focused on the continuation of relationships with regulated
providers, care providers and the Regulator of Social Housing following the
completion of the Offer.

4.         Background to and reasons for the recommendation

The all-cash Offer of 80 pence for each Civitas Share values the entire issued
share capital of Civitas at £485 million and provides shareholders the
opportunity to exit in full and in cash at a significant premium to the
current share price, representing:

·    a 44.4 per cent. premium to the Closing Price of 55.4 pence per
Civitas Share on 5 May 2023 (being the last Business Day prior to the date of
this announcement);

·    a 50.1 per cent. premium to the five trading day volume weighted
average price of 53.3 pence per Civitas Share on 5 May 2023 (being the last
Business Day prior to the date of this announcement);

·    a 49.1 per cent. premium to the ten trading day volume weighted
average price of 53.7 pence per Civitas Share on 5 May 2023 (being the last
Business Day prior to the date of this announcement);

·    a 45.5 per cent. premium to the one-month volume weighted average
price of 55.0 pence per Civitas Share on 5 May 2023 (being the last Business
Day prior to the date of this announcement); and

·    a 26.7 per cent. discount to the March 2023 IFRS NAV of 109.16 pence
per Civitas Share.

The Civitas Board believes the Offer undervalues the long-term prospects of
Civitas but recognises that Civitas and the sector in which it operates faces
a number of challenges in light of the current macro environment and outlook:

·    considerable negative sentiment in the public markets towards Civitas
and the social housing sector which the Civitas Board believes are unlikely to
be overcome in the short to medium term and which will continue to have a
material impact on Civitas' share price prospects; and

·    despite delivering on revenue, IFRS NAV and dividend growth since the
IPO, Civitas Shares have now traded for some time at an entrenched discount to
net asset value.

Civitas' portfolio represents a highly specialised asset class on a large
scale requiring granular specialist expertise to manage the portfolio. CKA, as
an existing investor in the UK specialist social housing sector, has the
experience to be able to transact at this scale, and both invests in and has a
strong working relationship with CIM, which will continue to manage the
portfolio.

Equity market sentiment to specialist supported housing has been poor, with
ongoing negative commentary around the sector as a whole. The Civitas Board
believes that this has largely been driven by some critical judgements issued
by the Regulator of Social Housing about the long lease model and, in turn,
some of Civitas' housing association providers, which has led to sustained
negative press commentary around private sector involvement in the sector,
particularly in the social housing trade press. An aggressive and vocal
shortselling attack on Civitas in 2021 was widely covered by the media and
created further negative sentiment. In addition, current equity market
conditions mean that much of the REIT sector is currently trading at weakened
valuations.

The Civitas Board published a detailed and robust response to the shortselling
attack in 2021, and strongly believes and has demonstrated that the negative
market sentiment is wholly unsupported by Civitas' consistent financial track
record, fundamentals of the business, robust model and high levels of demand
for the services that Civitas provides. In the current equity market
environment, however, the Civitas Board believes that the share price is
unlikely to recover to its former levels or closer to the IFRS NAV in the
medium term, and recognises that the Offer provides liquidity to shareholders
in a time of significant macroeconomic uncertainty.

The Civitas Board notes that, as detailed in paragraph 7 below, CKA intends to
maintain CIM as the investment adviser to Civitas following completion of the
Offer so that the day-to-day management of Civitas' portfolio will continue
uninterrupted by the same team of specialists. This management team has been
significantly expanded over the past two years, bringing in experts from the
social housing, healthcare and financial sectors, who between them are
carrying out a highly granular level of portfolio oversight, all geared
towards the safety and wellbeing of tenants.

In addition, the portfolio being sold in a single transaction will further
ensure continuity of operations and continuation of key relationships with
housing associations and care providers.

CK Bidco is a newly incorporated wholly-owned indirect subsidiary of CKA,
which is a Hong Kong listed leading multinational corporation with relevant
capabilities including property development and investment, property and
project management. CKA has the experience and the resources to purchase the
whole portfolio in a single transaction and ensure management team continuity.
CK Bidco does not expect there to be any disruption to tenants as a result of
the Offer.

5.         Civitas Board recommendation

The Civitas Directors, who have been so advised by Panmure Gordon and Liberum
as to the financial terms of the Offer, consider the terms of the Offer to be
fair and reasonable. In providing advice to the Civitas Directors, Panmure
Gordon and Liberum have taken into account the commercial assessments of the
Civitas Directors. Panmure Gordon and Liberum are providing independent
financial advice to the Civitas Directors for the purposes of Rule 3 of the
Takeover Code.

Accordingly, the Civitas Directors intend unanimously to recommend that
Civitas Shareholders accept the Offer as the Civitas Directors who hold
Civitas Shares have irrevocably undertaken to do in respect of their own
beneficial holdings totalling 384,600 Civitas Shares (representing, in
aggregate approximately 0.06 per cent. of the existing issued share capital of
Civitas (excluding treasury shares) as at 5 May 2023, being the last Business
Day prior to the date of this announcement).

Further details of these irrevocable undertakings (including the circumstances
in which they cease to be binding) are set out in Appendix 3 to this
announcement.

6.         Irrevocable undertakings

In addition to the irrevocable undertakings given by the Civitas Directors as
set out in paragraph 5 above, CIM and the executive directors of CIM have also
given irrevocable undertakings to accept or procure the acceptance of the
Offer in respect of their own beneficial holdings totalling 425,044 Civitas
Shares (representing in aggregate approximately 0.07 per cent. of the existing
issued share capital of Civitas (excluding treasury shares) as at 5 May 2023,
being the last Business Day prior to the date of this announcement).

CK Bidco has therefore received irrevocable undertakings in respect of a total
of 809,644 Civitas Shares (representing, in aggregate, approximately 0.13 per
cent. of the existing issued share capital of Civitas (excluding treasury
shares) as at 5 May 2023, being the last Business Day prior to the date of
this announcement).

Further details of these irrevocable undertakings (including the circumstances
in which they cease to be binding) are set out in Appendix 3 of this
announcement.

7.         CK Bidco's strategic plans for Civitas and intentions
regarding Civitas' directors, management, employees, pensions, research and
development and locations

CK Bidco's strategic plans for Civitas

As set out in paragraph 3 above, CK Bidco believes that Civitas' position in
social housing, social impact, earnings profile and substantial freehold
estate make for a suitable strategic fit.

CK Bidco does not expect there to be any disruption to tenants as a result of
the Offer and will be focused on the continuation of relationships with
regulated providers, care providers and the Regulator of Social Housing
following the completion of the Offer.

Portfolio development

The high-quality nature of the property portfolio owned by Civitas is
recognised by CK Bidco, and it is CK Bidco's intention to continue to develop
this through acquisitions where appropriate opportunities present themselves.
While CK Bidco has not been able to do detailed analysis of all properties due
to the limited nature of the due diligence performed, the intention is not to
divest any property in the first 12 months following the Offer becoming
unconditional, although no formal decision in this regard has been made.

Potential refinancing

The Civitas Group currently has five external debt facilities in place with an
aggregate principal value of £367.9 million (the "Existing Facilities"), all
of which contain provisions that will, following completion of the Offer and
the delisting of Civitas, entitle the lenders to cancel their commitments and
require repayment of all outstanding loans. CK Bidco intends to seek consents
from the lenders under the Existing Facilities to waive such change of control
provisions and keep the Existing Facilities in place, however, to the extent
that the consent of any lender is not obtained, CK Bidco intends to refinance
the relevant Existing Facility(ies) with either new external debt
facility(ies) or the enlarged group's own cash resources.

Investment Adviser

CK Bidco recognises CIM's proven track record in the social housing sector,
and its highly experienced team which has built a high-quality and diversified
property portfolio as the investment adviser to Civitas.

As such, following the Offer becoming or being declared unconditional, CK
Bidco believes that maintaining CIM as the investment adviser to Civitas under
the existing investment management agreement (the "Investment Management
Agreement") will benefit Civitas, and there is no current intention on CK
Bidco's part to appoint any new investment adviser, nor is there any intention
to amend or terminate the Investment Management Agreement.

Existing employment rights and pensions, headquarters, fixed assets and
research and development

Civitas does not have any employees and therefore does not operate any pension
schemes, nor does it have any arrangements in place for any employee
involvement in its share capital. Civitas has no headquarters, office space,
fixed assets (other than its property portfolio) or research and development
function.

CK Bidco has no intention to change these features of Civitas or to introduce
any management incentivisation arrangements following completion of the Offer.

It is expected that each of the Civitas Directors will resign as directors of
Civitas on or shortly after the Offer becoming or being declared
unconditional.

Trading facilities

Civitas Shares are currently listed on the Official List and admitted to
trading on the London Stock Exchange. As set out in paragraph 13 below, if CK
Bidco reaches the requisite acceptance thresholds, an application will be made
to the London Stock Exchange for the cancellation of the trading of Civitas
Shares on the Main Market, and to the FCA to request cancellation of the
listing of Civitas Shares from the Official List. Delisting would
significantly reduce the liquidity (if any) and marketability of any Civitas
Shares not assented to the Offer at that time.

None of the statements in this paragraph 7 constitute "post-offer
undertakings" for the purposes of Rule 19.5 of the Takeover Code.

8.         Information relating to Civitas

Civitas is a real estate investment trust founded in 2016 when it successfully
listed as a closed-ended investment company on the premium segment of the
London Stock Exchange's Main Market with an investment objective focused on
investing in a diversified portfolio of social housing in the United Kingdom.

Civitas has an independent board of non-executive directors who are
responsible for its investment decisions (other than to the extent delegated
to its external alternative investment fund manager, G10 Capital Limited,
and/or CIM) and the appointment, supervision and monitoring of Civitas'
service providers, including, inter alia, the alternative investment fund
manager and CIM. CIM is the investment adviser to Civitas and provides
investment advice and asset management of Civitas' property portfolio.

Civitas' net rental income was £26.6 million for the six-month period to 30
September 2022, and it had an annual contracted rent roll of £55.0 million as
at 30 September 2022. As at 30 September 2022, Civitas had a portfolio of 697
properties and 4,594 tenancies, supported by 130 specialist care providers and
18 Approved Providers over 178 local authority areas, all of which remain
unchanged as at 31 March 2023 save that the number of specialist care
providers has increased from 130 to 131 specialist care providers.

The JLL Valuation Report in respect of Civitas' property portfolio as at 31
March 2023 prepared in accordance with Rule 29 of the Takeover Code is set out
in Appendix 4 to this announcement and will be available on Civitas' website.

For the purposes of Rule 29.5 of the Takeover Code, the Civitas Directors
confirm that JLL has confirmed to the Civitas Directors that an updated
valuation of Civitas' property portfolio as at the date of this announcement
would not be materially different to the valuation contained in the JLL
Valuation Report.

In the event that Civitas' property portfolio was to be sold at the valuation
contained in the JLL Valuation Report, any gains realised on such disposals
may be subject to taxation in the UK. Generally, disposals by a REIT of assets
held for the purpose of a property rental business should be exempt from UK
corporation tax. There are specific rules which can result in assets which are
held as part of the property rental business being subject to corporation tax
on disposal (for example, when a property is materially developed and sold
within three years of completion of that development). It is not expected that
these rules will apply to any property which is currently within the Civitas
property portfolio.

The Civitas Directors do not believe that any properties within the Civitas
property portfolio meet the conditions for assets held as part of the property
rental business being subject to corporation tax on disposal. Accordingly, if
the Civitas property portfolio was to be sold at the valuation contained in
the JLL Valuation Report, the Civitas directors estimate that no corporation
tax liability would arise on that sale.

9.         Information relating to CK Bidco and CKA

CK Bidco

CK Bidco is a newly incorporated wholly-owned indirect subsidiary of CKA
(incorporated in Hong Kong).

CK Bidco has not traded since incorporation, nor has it entered into any
obligations, other than in connection with the Offer.

CKA

CKA is a limited liability company incorporated in the Cayman Islands, which
is registered in Hong Kong, and listed on the Main Board of the Hong Kong
Stock Exchange.

CKA is a leading multinational corporation and has diverse capabilities with
activities encompassing property development and investment, hotel and
serviced suite operation, property and project management, pub operation,
investment in infrastructure and utility asset operation. In particular, CKA
already has strong experience in the UK specialist social housing sector with
existing ownership of a substantial property portfolio.

CKA is an indirect shareholder in CIM, Civitas' investment adviser. Neither
CIM nor any individual (director or employee) from CIM is involved in CKA's
consideration and implementation of the Offer.

Further details in relation to CK Bidco and CKA will be contained in the Offer
Document.

10.       Financing of the Offer

The Cash Consideration payable to Civitas Shareholders pursuant to the Offer
will be funded from the existing cash resources of the CKA Group.

HSBC, as financial adviser to CKA and CK Bidco is satisfied that sufficient
resources are available to CK Bidco to satisfy in full the Cash Consideration
payable to Civitas Shareholders under the terms of the Offer.

11.       Offer‑related arrangements

Confidentiality Agreement

On 21 July 2022, CKA and Civitas entered into a confidentiality agreement (the
"Confidentiality Agreement") in relation to the Offer, pursuant to which,
amongst other things, CKA has undertaken to keep confidential information
relating to Civitas and to the Offer and not to disclose it to third parties
(with certain exceptions). These confidentiality obligations will remain in
force until the second anniversary of the date of the Confidentiality
Agreement. The Confidentiality Agreement contains standstill provisions which
restricted CKA from acquiring or seeking to acquire interests in the
securities of Civitas, with those restrictions ceasing to apply upon the
release of this announcement.

12.       Offer structure, timetable and Conditions to the Offer

It is intended that the Offer will be implemented by way of a takeover offer
within the meaning of Part 28 of the Companies Act.

CK Bidco will make the Offer through the despatch of the Offer Document and
Form of Acceptance, both of which will be posted to Civitas Shareholders (or
made available electronically in accordance with the Takeover Code) no later
than 28 days after the date of this announcement (unless agreed otherwise with
the Panel). The Offer Document will contain the formal terms of, and
Conditions applicable to, the Offer.

The Offer will be subject to the Conditions and further terms set out in
Appendix 1 to this announcement, and to be set out in full in the Offer
Document, including, amongst others:

·          the Acceptance Condition; and

·       the CMA not taking steps to prohibit the completion of the
Offer (or the CMA granting clearance following Phase 1 CMA Review).

As described further in Appendix 1, and subject to the rules of the Takeover
Code, the Acceptance Condition shall be satisfied once valid acceptances of
the Offer have been received by no later than 1.00 p.m. on the Unconditional
Date (or such other times and/or dates as CK Bidco may specify, subject to the
rules of the Takeover Code and where applicable with the consent of the Panel)
in respect of such number of Civitas Shares which, when aggregated with the
Civitas Shares held, acquired or agreed to be acquired by CK Bidco and/or any
of its wholly-owned subsidiaries, carry in aggregate not less than 75 per
cent. of the voting rights then normally exercisable at a general meeting of
Civitas.

CK Bidco may, in its absolute discretion, decide to waive the Acceptance
Condition down to a lesser percentage in accordance with Rule 10 of the
Takeover Code, provided that the Acceptance Condition will not be satisfied
unless CK Bidco and/or any of its wholly-owned subsidiaries has acquired or
agreed to acquire (whether pursuant to the Offer or otherwise) Civitas Shares
carrying in aggregate more than 50 per cent. of the voting rights then
exercisable at a general meeting of Civitas.

Subject to the satisfaction or (if permitted) waiver of the Conditions and
certain further terms set out in Appendix 1, it is expected that the Offer
will become or be declared unconditional during the third quarter of 2023.

The Offer shall lapse unless all of the Conditions have been fulfilled or,
where permitted, waived or, where appropriate, have been determined by CK
Bidco to be or remain satisfied, by midnight (London time) on the earlier of
the Unconditional Date and the Long Stop Date (subject to the rules of the
Takeover Code and, where applicable, the consent of the Panel). Further
details are set out in Appendix 1.

CK Bidco will be making the Offer on behalf of itself and its Sister Bidcos
(on behalf of whom CK Bidco is acting as agent, and not as principal), in each
case as to the relevant proportion of Civitas Shares to be acquired by each
pursuant to the Offer. Following the Offer becoming or being declared
unconditional, the Civitas Shares in respect of which valid acceptance has
been received will be transferred to CK Bidco and/or its Sister Bidcos in the
relevant proportions, in consideration for which the Civitas Shareholders who
have validly accepted the Offer shall receive the Cash Consideration on the
basis set out in paragraph 2 of this announcement.

13.       Delisting, cancellation of trading and re‑registration

It is intended that the London Stock Exchange and the FCA will be requested
respectively to cancel trading in Civitas Shares on the London Stock
Exchange's Main Market for listed securities and the listing of the Civitas
Shares from the Official List no earlier than 20 Business Days following the
date on which the Offer becomes or is declared unconditional and CK Bidco has
obtained 75 per cent. or more of the voting rights of Civitas.

Delisting would significantly reduce the liquidity (if any) and marketability
of any Civitas Shares not assented to the Offer at that time.

It is intended that Civitas be re‑registered as a private limited company as
soon as practicable following the cancellation of the listing and trading of
Civitas Shares.

If CK Bidco receives acceptances under the Offer in respect of, or has
acquired or unconditionally contracted to acquire, 90 per cent. or more of the
Civitas Shares to which the Offer relates, CK Bidco intends to exercise its
rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act
to acquire compulsorily the remaining Civitas Shares in respect of which the
Offer has not been accepted.

CK Bidco intends to terminate the dividend reinvestment plan operated by
Civitas' registrar, Link Group, following the Offer becoming or being declared
unconditional.

14.       Disclosure of interests in Civitas securities

As at the close of business on 5 May 2023 (being the last Business Day prior
to the date of this announcement), CIM held 167,664 Civitas Shares,
representing approximately 0.03 per cent. of the existing issued share capital
of Civitas (excluding treasury shares). As set out in paragraph 9 above, CKA
is an indirect shareholder of CIM and as a result, CIM is deemed under the
Takeover Code to be acting in concert with CKA. However, neither CIM nor any
individual (director or employee) from CIM is involved in CKA's consideration
and implementation of the Offer. In addition, as at the close of business on 5
May 2023 (being the last Business Day prior to the date of this announcement),
a member of the CKA deal team in respect of the Offer held 20,000 Civitas
Shares, representing approximately 0.003 per cent. of the existing issued
share capital of Civitas (excluding treasury shares).

Save as disclosed in this announcement, as at the close of business on 5 May
2023 (being the last Business Day prior to the date of this announcement),
neither CK Bidco nor any of its directors, nor so far as CK Bidco is aware,
any person acting in concert (within the meaning of the Takeover Code) with it
for the purposes of the Offer: (i) had any interest in or right to subscribe
for or had borrowed or lent any Civitas Shares or securities convertible or
exchangeable into Civitas Shares; or (ii) had any short positions in respect
of relevant securities of Civitas (whether conditional or absolute and whether
in the money or otherwise), including any short position under a derivative,
any agreement to sell or any delivery obligation or right to require another
person to purchase or take delivery; or (iii) has borrowed or lent any
relevant securities of Civitas (including, for these purposes, any financial
collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the
Takeover Code) save for any borrowed shares which have been either on-lent or
resold; or (iv) is a party to any dealing arrangement of the kind referred to
in Note 11 on the definition of acting in concert in the Takeover Code.

It has not been practicable for CK Bidco to make enquiries of all of its
concert parties in advance of the release of this announcement. Therefore, if
CK Bidco becomes aware, following the making of such enquiries, that any of
its concert parties have any additional interests in the relevant securities
of Civitas, all relevant details in respect of CK Bidco's concert parties will
be included in CK Bidco's Opening Position Disclosure in accordance with Rule
8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code which must be made on
or before 12 noon (London time) on 23 May 2023.

15.       Documents available on website

Copies of the following documents will be available promptly on CKA's website
and Civitas' website, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, at https://webfilter.ckah.com/WF07/
(https://webfilter.ckah.com/WF07/) and
www.civitassocialhousing.com/takeover-offer/
(http://www.civitassocialhousing.com/takeover-offer/) respectively and in any
event by no later than 12 noon (London time) on the Business Day following the
publication of this announcement:

(a)        this announcement;

(b)        the Confidentiality Agreement;

(c)        the irrevocable undertakings of the Civitas Directors
referred to in paragraph 5;

(d)     the irrevocable undertakings of CIM and the executive directors of
CIM referred to in paragraph 6;

(e)        the JLL Valuation Report;

(f)        the no material difference letter from JLL; and

(g)        the consent letters of HSBC, Panmure Gordon, Liberum and
JLL.

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

16.       General

The Offer will be on the terms and subject to the Conditions set out herein
and in Appendix 1, and to be set out in full in the Offer Document and (in
respect of Civitas Shares held in certificated form) the Form of Acceptance
which will be sent to Civitas Shareholders within 28 days of this
announcement.

The Civitas Shares will be acquired pursuant to the Offer with full title
guarantee fully paid and free from all liens, charges, equities, encumbrances,
rights of pre‑emption and any other interests of any nature whatsoever and
together with all rights now or hereafter attaching thereto, including without
limitation voting rights and the right to receive and retain in full all
dividends and other distributions (if any) announced, declared, made or paid
or any other return of value following the Offer becoming or being declared
unconditional.

This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.

The implications of the Offer for persons resident in, or citizens of,
jurisdictions outside the United Kingdom may be affected by the laws of the
relevant jurisdictions. Such persons should inform themselves about and
observe any applicable requirements.

Enquiries:

 CKA                                                                         Tel: +852 2122 3133
 Yue Seng Chiu
 HSBC Bank plc (financial adviser to CKA and CK Bidco)                       Tel: +44 20 7991 8888
 Investment Banking

 Anthony Parsons, Alex Thomas, Edmond Tin, Ali Razvi

 Corporate Broking

 Sam McLennan
 Civitas                                                                     Tel: +44 (0) 333 300 1950
 Link Company Matters Limited
 Panmure Gordon (joint financial adviser, joint Rule 3 adviser and joint     Tel: +44 (0) 20 7886 2500
 corporate broker to Civitas)
 Investment Banking

 Sapna Shah, Ashwin Kohli and Freddie Twist

 Corporate Broking
 Tom Scrivens
 Liberum (joint financial adviser, joint Rule 3 adviser and joint corporate  Tel: + 44 (0) 20 3100 2000
 broker to Civitas)
 Investment Banking

 Chris Clarke, Darren Vickers and Owen Matthews

 M&A

 Tim Medak and Mark Harrison
 Buchanan (PR adviser to Civitas)                                            civitas@buchanan.uk.com
 Helen Tarbet                                                                Tel: +44 (0) 7872 604 453
 Henry Wilson                                                                Tel: +44 (0)7788 528143
 Hannah Ratcliff                                                             Tel: +44 (0)7825 292022

 

Clifford Chance LLP is acting as legal adviser to CKA and CK Bidco.
Cadwalader, Wickersham & Taft LLP is acting as legal adviser to Civitas.

Further information

HSBC Bank plc ("HSBC"), which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial Conduct
Authority and the Prudential Regulation Authority, is acting as financial
adviser to CKA and no one else in connection with the matters described in
this announcement and will not be responsible to anyone other than CKA for
providing the protections afforded to clients of HSBC, or for providing advice
in connection with the matters referred to herein. Neither HSBC nor any of its
group undertakings or affiliates 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 HSBC in
connection with this announcement or any matter referred to herein.

Panmure Gordon (UK) Limited ("Panmure Gordon") and Liberum Capital Limited
("Liberum"), both of which are authorised and regulated in the United Kingdom
by the FCA are acting as joint Rule 3 adviser, joint financial adviser and
joint corporate broker exclusively for Civitas and no one else in connection
with the Offer and the matters set out in this announcement and will not
regard any other person as its client in relation to the Offer and the matters
in this announcement and will not be responsible to anyone other than Civitas
for providing the protections afforded to clients of Panmure Gordon or
Liberum, nor for providing advice in relation to any matter referred to
herein. Neither Panmure Gordon, nor Liberum nor any of their respective
affiliates, directors, officers, employees, advisers 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 Panmure Gordon or Liberum in connection with this
announcement, any statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation 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 Offer or otherwise. The Offer will be made solely by the Offer Document,
when issued, which (together with the Form of Acceptance in relation to
Civitas Shares held in certificated form) will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.

This announcement does not constitute a prospectus or prospectus equivalent
document.

Overseas Shareholders

This announcement has been prepared in accordance with English law, the
Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of jurisdictions outside
England.

The availability of the Offer to Civitas Shareholders who are not resident in
and citizens of the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. The distribution of this announcement in jurisdictions other
than the United Kingdom and the availability of the Offer to Civitas
Shareholders who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions by any
person. Further details in relation to Overseas Shareholders will be contained
in the Offer Document.

Unless otherwise determined by CK Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Offer 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
accept the Offer 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 relating to the Offer 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 acceptance of
the Offer. The 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 Offer may not
be capable of acceptance by any such use, means, instrumentality or
facilities.

Notice to US investors in Civitas

The Offer relates to the shares of an English company and is being made by
means of a contractual takeover offer under the Takeover Code and under the
laws of England and Wales. The Offer will be made in the United States
pursuant to all applicable laws and regulations, including, to the extent
applicable, Section 14(e) and Regulation 14E under the US Securities Exchange
Act of 1934 (the "US Exchange Act") and otherwise in accordance with the
requirements of the Takeover Code. Accordingly, the Offer will be subject to
the disclosure and other procedural requirements, including with respect to
withdrawal rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic tender
offer procedures and law. The Offer will be made in the United States by CK
Bidco and no one else.

In accordance with, and to the extent permitted by, the Takeover Code and
normal UK market practice, HSBC and its respective affiliates may continue to
act as exempt principal traders or exempt market makers in Civitas Shares on
the London Stock Exchange and will engage in certain other purchasing
activities consistent with their respective normal and usual practice and
applicable law, as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In
addition, CK Bidco, its affiliates, their advisors and nominees or brokers
(acting as agents) may make certain purchases of, or arrangements to purchase,
Civitas Shares outside the Offer, such as in open market purchases or
privately negotiated purchases, during the offer period and the period in
which the Offer remains open for acceptance. If such purchases or arrangements
to purchase were to be made, they would be made outside the US and would
comply with applicable law, including United Kingdom laws and the US Exchange
Act. Any such purchases by CK Bidco or its affiliates will not be made at
prices higher than the price of the Offer provided in this announcement unless
the price of the Offer is increased accordingly. Any information about such
purchases or arrangements to purchase shall be disclosed as required under
United Kingdom laws and will be available to all investors (including US
investors) via the Regulatory Information Service and shall be available on
the London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com/) . To the extent that such information is
required to be publicly disclosed in the United Kingdom in accordance with
applicable regulatory requirements, this information will, as applicable, also
be publicly disclosed in the United States.

It may be difficult for US holders of Civitas Shares to enforce their rights
and any claim arising out of the US federal securities laws in connection with
the Offer, since CK Bidco and Civitas are located in a non-US jurisdiction,
and some or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of Civitas Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the
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.

The financial information included in this announcement has been prepared in
accordance with accounting standards applicable in the United Kingdom and thus
may not be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the US ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom. None of the financial information in this announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).

Neither the Offer nor this announcement have been approved or disapproved by
the US Securities and Exchange Commission, any state securities commission in
the United States or any other US regulatory authority, nor have such
authorities approved or disapproved or passed judgement upon the fairness or
the merits of the Offer, or determined if the information contained in this
announcement is adequate, accurate or complete. Any representation to the
contrary is a criminal offence in the United States. The receipt of cash
pursuant to the Offer by a US holder as consideration for the transfer of its
Civitas Shares pursuant to the Offer will likely be a taxable transaction for
US federal income tax purposes and under applicable US state and local, as
well as foreign and other, tax laws. Each US holder of Civitas Shares is urged
to consult their independent legal, tax and financial advisers regarding the
tax consequences of the Offer applicable to them, including under applicable
US state and local, as well as overseas and other, tax laws.

Forward looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Offer, and other information
published by CK Bidco and Civitas contain statements which are, or may be
deemed to be, "forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of CKA and Civitas
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.

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Offer on CK Bidco and
Civitas (including their future prospects, developments and strategies), the
expected timing and scope of the Offer and other statements other than
historical facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans", "expects" or
"does not expect", "is expected", "is subject to", "budget", "projects",
"strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words and phrases
or statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be achieved. Although
CK Bidco and/or Civitas (as appropriate) believe that the expectations
reflected in such forward-looking statements are reasonable, CK Bidco and
Civitas can give no assurance that such expectations will prove to be correct.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will occur in
the future. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by such
forward-looking statements.

These factors include, but are not limited to: the ability to complete the
Offer; the ability to obtain requisite shareholder approvals and the
satisfaction of other Conditions on the proposed terms and schedule; as future
market conditions, changes in general economic and business conditions, the
behaviour of other market participants, the anticipated benefits from the
Offer not being realised as a result of changes in general economic and market
conditions in the countries in which CK Bidco and Civitas operate, weak,
volatile or illiquid capital and/or credit markets, changes in tax rates,
interest rate and currency value fluctuations, the degree of competition in
the geographic and business areas in which CK Bidco and Civitas operate and
changes in laws or in supervisory expectations or requirements. Other unknown
or unpredictable factors could cause actual results to differ materially from
those in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors. Neither CK Bidco
nor Civitas, nor any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur. You are cautioned not to
place any reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations, neither CK Bidco nor
Civitas is under any obligation, and CK Bidco and Civitas expressly disclaim
any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

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 pm (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later than
3.30 pm (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(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 pm (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
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.

Publication on website and hard copies

This announcement and the documents required to be published pursuant to
Rule 26.1 of the Takeover Code will be available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
CKA's website at https://webfilter.ckah.com/WF07/
(https://webfilter.ckah.com/WF07/) and Civitas' website at
www.civitassocialhousing.com/takeover-offer/
(http://www.civitassocialhousing.com/takeover-offer/) promptly and in any
event by no later than 12 noon (London time) on the Business Day following
the publication of this announcement. The content of the websites referred to
in this announcement is not incorporated into and does not form part of this
announcement.

In accordance with Rule 30.3 of the Takeover Code, Civitas Shareholders and
persons with information rights may request a hard copy of this announcement
by contacting Civitas' registrars, Link Group, 10(th) Floor, Central Square,
29 Wellington Street, Leeds, England, LS1 4DL during business hours between
9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England
and Wales, on 0371 664 0391 (or +44 (0) 371 664 0391 from abroad). 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. Such persons may also request that all future documents,
announcements and information to be sent to you in relation to the Offer
should be in hard copy form.

No profit forecasts, estimates or quantified benefits statements

Nothing in this announcement is intended, or is to be construed, as a profit
forecast, profit estimate or quantified benefits statement for any period and
no statement in this announcement should be interpreted to mean that earnings
or earnings per share for Civitas for the current or future financial years
would necessarily match or exceed the historical published earnings or
earnings per share for Civitas.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other
information provided by Civitas Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Civitas may
be provided to CK Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover 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 figures that precede them.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Civitas confirms that, as
at 5 May 2023, it had in issue 606,386,380 ordinary shares of £0.01 each
(which figure excludes the 16,075,000 ordinary shares currently held in
treasury). The International Securities Identification Number (ISIN) for the
ordinary shares is GB00BD8HBD32.

General

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

Appendix 1

Conditions and Further Terms of the Offer

Part A :           Conditions to the Offer

Acceptance Condition

1.        The Offer is subject to valid acceptances of the Offer being
received (and not validly withdrawn in accordance with the rules and
requirements of the Takeover Code and the terms of the Offer) by no later than
1.00 p.m. (London time) on the Unconditional Date (or such other time(s)
and/or date(s) as CK Bidco may, in accordance with the Takeover Code and,
where applicable, with the consent of the Panel, decide) in respect of such
number of Civitas Shares which, when aggregated with the Civitas Shares held,
acquired or agreed to be acquired by CK Bidco and/or any of its wholly-owned
subsidiaries (whether pursuant to the Offer or otherwise), before such time,
will result in CK Bidco and/or any of its wholly-owned subsidiaries together
holding in aggregate Civitas Shares carrying not less than 75 per cent. of the
voting rights then normally exercisable at a general meeting of Civitas,
provided that this condition will not be satisfied unless CK Bidco and/or any
of its wholly-owned subsidiaries holds, shall have acquired or have agreed to
acquire (whether pursuant to the Offer or otherwise), Civitas Shares carrying
in aggregate more than 50 per cent. of the voting rights then normally
exercisable at a general meeting of Civitas. Unless the Panel consents
otherwise, this Condition shall only be capable of being satisfied when all
other Conditions set out in paragraph 2 below have been either satisfied or
waived.

For the purposes of this Acceptance Condition:

(i)     Civitas Shares that have been unconditionally allotted but not
issued before the Offer becomes or is declared unconditional, whether pursuant
to the exercise of any outstanding subscription or conversion rights or
otherwise, shall be deemed to carry the voting rights they will carry upon
issue;

(ii)      all percentages of voting rights, share capital and relevant
securities are to be calculated by reference to the number of issued Civitas
Shares excluding any and all shares held in treasury by Civitas from time to
time; and

(iii)    valid acceptances shall be deemed to have been received in respect
of Civitas Shares which are treated for the purposes of Part 28 of the
Companies Act as having been acquired or contracted to be acquired by CK Bidco
by virtue of acceptances of the Offer or otherwise.

Other conditions

2.       Subject to the requirements of the Panel, the Offer will also be
conditional upon the following Conditions and, accordingly, the Offer will not
become or be declared unconditional unless the following Conditions (as
amended if appropriate) have been satisfied or waived:

Antitrust

(a)       at the date on which all other Conditions in this paragraph 2 are
satisfied or waived, either:

(i)         (I) in response to a briefing paper, the CMA having
indicated that it has no further questions at that stage in relation to the
Offer; and (II) the CMA not having initiated a Phase 1 CMA Review in relation
to the Offer and that CK Bidco, acting reasonably, is satisfied that there is
no indication that the CMA is minded to initiate such a review; and (III) the
CMA not having taken any steps that would prevent the lawful completion of the
Offer, including for the avoidance of doubt that no order made under section
72, or made or adopted (as the case may be) under paragraph 2 of Schedule 7,
of the Enterprise Act 2002 is in force prohibiting the lawful completion of
the Offer; or

(ii)    if the CMA has initiated a Phase 1 CMA Review in relation to the
Offer, confirmation having been received by CK Bidco from the CMA that either:

(A)       the CMA does not intend to make a Phase 2 CMA Reference, or
the CMA being precluded from making a Phase 2 CMA Reference by sections
22(3)(za) or 33(3)(za) of the Enterprise Act 2002; or

(B)       the CMA has accepted undertakings in lieu of a Phase 2 CMA
Reference in respect of the Offer under section 73 of the Enterprise Act 2002.

Other Third Party clearances

(b)        other than in respect of the CMA (to which Condition 3(a)
shall apply), no central bank, government or governmental,
quasi‑governmental, supranational, statutory, regulatory, environmental,
administrative, fiscal or investigative body, court, trade agency,
association, institution, environmental body, employee representative body or
any other body or person whatsoever having similar authority with respect to
the Offer in any jurisdiction (each a "Third Party") having given notice of a
decision to take, institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference (and in each case, not having
withdrawn the same), or having required any action to be taken or otherwise
having done anything or having enacted, made or proposed any statute,
regulation, decision, order or change to published practice (and in each case,
not having withdrawn the same) and there not continuing to be outstanding any
statute, regulation, decision or order which would or might reasonably be
expected to:

(i)         make the Offer, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or control or
management of, any member of the Wider Civitas Group by any member of the
Wider CKA Group void, voidable, illegal and/or unenforceable under the laws of
any relevant jurisdiction, or otherwise directly or indirectly prevent,
prohibit, or materially restrain, restrict, impede, challenge, delay or
otherwise materially interfere with the approval or implementation of, or
impose additional material conditions or obligations with respect to, the
Offer or any matter arising from the proposed acquisition of any shares or
other securities in, or control or management of, any member of the Wider
Civitas Group by any member of the Wider CKA Group;

(ii)        require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any member of the
Wider CKA Group or by any member of the Wider Civitas Group of all or any
material part of their businesses, assets or property or impose any limitation
on the ability of all or any of them to conduct their businesses (or any part
thereof) or to own, control or manage any of their assets or properties (or
any part thereof) to an extent which is material in the context of the Wider
Civitas Group taken as a whole or the Wider CKA Group taken as a whole;

(iii)       impose any limitation on, or result in a delay in, the
ability of any member of the Wider CKA Group directly or indirectly to acquire
or hold or to exercise effectively all or any rights of ownership in respect
of shares or other securities in Civitas (or any member of the Wider Civitas
Group) or on the ability of any member of the Wider Civitas Group or any
member of the Wider CKA Group directly or indirectly to hold or exercise
effectively any rights of ownership in respect of shares or other securities
(or the equivalent) in, or to exercise management control over, any member of
the Wider Civitas Group, in each case or taken together, to an extent which is
material in the context of the Wider Civitas Group taken as a whole or the
Wider CKA Group taken as a whole;

(iv)       other than pursuant to the implementation of the Offer,
require any member of the Wider CKA Group or the Wider Civitas Group to
acquire or offer to acquire any shares, other securities (or the equivalent)
or interest in any member of the Wider Civitas Group or any asset owned by any
third party, which, in each case or taken together, is material in the context
of the Wider Civitas Group or the Wider CKA Group, in either case taken as a
whole;

(v)        require, prevent or materially delay a divestiture by any
member of the Wider CKA Group of any shares or other securities (or the
equivalent) in any member of the Wider Civitas Group;

(vi)       result in any member of the Wider Civitas Group ceasing to be
able to carry on business under any name under which it presently carries on
business to an extent which is material in the context of the Wider Civitas
Group taken as a whole;

(vii)      impose any limitation on the ability of any member of the
Wider CKA Group or any member of the Wider Civitas Group to conduct, integrate
or co‑ordinate all or any part of their respective businesses with all or
any part of the business of any other member of the Wider CKA Group and/or the
Wider Civitas Group in a manner which is adverse and material to the Wider CKA
Group and/or the Wider Civitas Group, in either case, taken as a whole; or

(viii)     except as Disclosed, otherwise affect the business, assets,
value, profits, prospects or operational performance of any member of the
Wider Civitas Group or any member of the Wider CKA Group, in each case or
taken together, in a manner which is adverse to and material in the context of
the Wider Civitas Group taken as a whole or of the obligations of any members
of the Wider CKA Group taken as a whole;

and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Offer or proposed acquisition of any Civitas Shares or
otherwise intervene having expired, lapsed, or been terminated;

(c)        other than in respect of the CMA (to which Condition 3(a)
shall apply), no undertakings or assurances being required from CKA, any
member of the Wider CKA Group or any member of the Wider Civitas Group by the
Secretary of State or any other Third Party, except on terms reasonably
satisfactory to CK Bidco;

(d)       other than in respect of the CMA (to which Condition 3(a)
shall apply), all notifications, filings or applications which are reasonably
deemed by CK Bidco to be necessary or appropriate having been made in
connection with the Offer and all necessary waiting and other time periods
(including any extensions thereof) under any applicable legislation or
regulation of any jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory and regulatory obligations in any jurisdiction
having been complied with in each case in respect of the Offer and all
Authorisations which are reasonably deemed by CK Bidco to be necessary or
appropriate in any jurisdiction for or in respect of the Offer or the proposed
acquisition of any shares or other securities in, or control of, Civitas by
any member of the Wider CKA Group having been obtained in terms and in a form
reasonably satisfactory to CK Bidco from all appropriate Third Parties or
(without prejudice to the generality of the foregoing) from any person or
bodies with whom any member of the Wider Civitas Group or the Wider CKA Group
has entered into contractual arrangements and all such Authorisations which
are reasonably deemed by CK Bidco to be necessary or appropriate to carry on
the business of any member of the Wider Civitas Group in the manner and in any
jurisdiction in which such business is currently conducted having been
obtained in each case where the direct consequence of a failure to make such
notification or filing or to wait for the expiry, lapse or termination of any
such waiting or other time period or to comply with such obligation or obtain
such Authorisation would be unlawful in any relevant jurisdiction or, in each
case or taken together, have a material adverse effect on the Wider Civitas
Group, any member of the Wider CKA Group or the ability of CK Bidco to
implement the Offer and all such Authorisations remaining in full force and
effect at the time at which the Offer becomes otherwise unconditional and
there being no notice or intimation of an intention to revoke, suspend,
restrict, modify or not to renew such Authorisations;

Confirmation of absence of adverse circumstances

(e)        except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, lease or other instrument
to which any member of the Wider Civitas Group is a party or by or to which
any such member or any of its assets is or may be bound, entitled or be
subject or any event or circumstance which, as a consequence of the Offer or
the proposed acquisition by any member of the Wider CKA Group of any shares or
other securities in Civitas or because of a change in the control or
management of any member of the Wider Civitas Group or otherwise, would or
might reasonably be expected to result in, and in each case or taken together,
to an extent which is material in the context of the Wider Civitas Group taken
as a whole:

(i)         any monies borrowed by, or any other indebtedness, actual
or contingent of, or any grant available to, any member of the Wider Civitas
Group being or becoming repayable, or capable of being declared repayable,
immediately or prior to its or their stated maturity date or repayment date,
or the ability of any such member to borrow monies or incur any indebtedness
being withdrawn or inhibited or being capable of becoming or being withdrawn
or inhibited;

(ii)        the rights, liabilities, obligations, interests or business
of any member of the Wider Civitas Group or any member of the Wider CKA Group
under any such arrangement, agreement, licence, permit, lease or instrument or
the interests or business of any member of the Wider Civitas Group or any
member of the Wider CKA Group in or with any other firm or company or body or
person (or any agreement or arrangement relating to any such business or
interests) being or becoming capable of being terminated or adversely modified
or affected or any onerous obligation or liability arising or any adverse
action being taken or arising thereunder;

(iii)       any member of the Wider Civitas Group ceasing to be able to
carry on business under any name under which it presently carries on business;

(iv)       any assets or interests of, or any asset the use of which is
enjoyed by, any member of the Wider Civitas Group being or falling to be
disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged or could cease to be
available to any member of the Wider Civitas Group otherwise than in the
ordinary course of business;

(v)        the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security interest
over the whole or any part of the business, property or assets of any member
of the Wider Civitas Group or any such mortgage, charge or other security
interest (whenever created, arising or having arisen), becoming enforceable;

(vi)       the business, assets, value, financial or trading position,
profits, prospects or operational performance of any member of the Wider
Civitas Group being prejudiced or adversely affected;

(vii)      the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Civitas Group other than trade
creditors or other liabilities incurred in the ordinary course of business; or

(viii)     any liability of any member of the Wider Civitas Group to make
any severance, termination, bonus or other payment to any of its directors;

No material transactions, claims or changes in the conduct of the business of
the Wider Civitas Group

(f)        except as Disclosed, no member of the Wider Civitas Group
having since 31 March 2022:

(i)         save as between Civitas and its wholly‑owned
subsidiaries or between such wholly‑owned subsidiaries, issued or agreed to
issue or authorised or proposed or announced its intention to authorise or
propose the issue of additional shares of any class, or securities or
securities convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible securities
or transferred or sold or agreed to transfer or sell or authorised or proposed
the transfer or sale of Civitas Shares out of treasury;

(ii)        save for the Fourth Quarter Dividend, recommended,
declared, paid or made or proposed to recommend, declare, pay or make any
bonus issue, dividend or other distribution (whether payable in cash or
otherwise) other than to Civitas, one of its wholly‑owned subsidiaries or
between such wholly-owned subsidiaries;

(iii)       save as between Civitas and its wholly‑owned subsidiaries
or between such wholly‑owned subsidiaries, merged with (by statutory merger
or otherwise) or demerged from or acquired any corporate, partnership or
business or acquired or disposed of, or, other than in the ordinary course of
business, transferred, mortgaged or charged or created any security interest
over, any assets or any right, title or interest in any asset (including
shares and trade investments) or authorised, proposed or announced any
intention to do so in each case or taken together, to an extent material in
the context of the Wider Civitas Group;

(iv)       save as between Civitas and its wholly‑owned subsidiaries
or between such wholly‑owned subsidiaries, made, authorised, proposed or
announced an intention to propose any change in its loan capital;

(v)        issued, authorised or proposed or announced an intention to
authorise or propose the issue of, or made any change in or to the terms of,
any debentures or (save in the ordinary course of business and save as between
Civitas and its wholly‑owned subsidiaries or between such wholly‑owned
subsidiaries) incurred or increased any indebtedness or become subject to any
contingent liability, in each case or taken together, to an extent which is
material in the context of the Wider Civitas Group taken as a whole;

(vi)       entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary, any contract,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) (otherwise than in the ordinary course of business)
which is of a long term, unusual or onerous nature, or which involves or could
reasonably be expected to involve an obligation of a nature or magnitude which
is, in any such case or taken together, material in the context of the Wider
Civitas Group or in the context of the Offer, or which is or is reasonably
likely to be restrictive on the business of any member of the Wider Civitas
Group to an extent which is or is likely to be material to the Wider Civitas
Group taken as a whole;

(vii)      entered into any licence or other disposal of intellectual
property rights of any member of the Wider Civitas Group which are material in
the context of the Wider Civitas Group taken as a whole and outside the normal
course of business;

(viii)     entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary the terms of or
made any offer (which remains open for acceptance) to enter into or vary to a
material extent the terms of, any contract, commitment, arrangement or any
service agreement with any director or other person (if any) employed or to be
employed by the Wider Civitas Group save for fee or salary increases or
variations of terms in the ordinary course;

(ix)       entered into, authorised, proposed or agreed to provide any
share option scheme, incentive scheme, or other benefit relating to the
employment or termination of employment of any person which, in each case or
taken together, are material in the context of the Wider Civitas Group taken
as a whole;

(x)        entered into, authorised, proposed or agreed to provide
pension scheme or other retirement or death benefit arrangements established
for the directors, former directors or other persons (if any) employed or to
be employed by any entity in the Wider Civitas Group;

(xi)       entered into, implemented or effected, or authorised,
proposed or announced its intention to implement or effect, any joint venture,
asset or profit sharing arrangement, partnership, composition, assignment,
reconstruction, amalgamation, commitment, scheme or other transaction or
arrangement (other than the Offer) otherwise than in the ordinary course of
business, which in each case or taken together, is material in the context of
the Wider Civitas Group taken as a whole;

(xii)      purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect of the matters mentioned in sub‑paragraph (i) above,
made any other change to any part of its share capital to an extent which
(other than in the case of Civitas) is material in the context of the Wider
Civitas Group taken as a whole;

(xiii)     other than with respect to claims between Civitas and its
wholly-owned subsidiaries (or between such subsidiaries) waived, compromised
or settled any claim otherwise than in the ordinary course of business which
is material in the context of the Wider Civitas Group taken as a whole;

(xiv)     made any material alteration to its articles of association or
other constitutional documents (in each case, other than in connection with
the Offer or as required under the terms of the existing facility agreements
of the Civitas Group);

(xv)      (other than in respect of a member of the Wider Civitas Group
which is dormant and was solvent at the relevant time) taken or proposed any
steps, corporate action or had any legal proceedings instituted or threatened
against it in relation to the suspension of payments, a moratorium of any
indebtedness, its winding‑up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of any administrator, receiver, manager,
administrative receiver, trustee or similar officer of all or any part of its
assets or revenues or any analogous proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction or had any such person
appointed;

(xvi)     been unable, or admitted in writing that it is unable, to pay
its debts or commenced negotiations with one or more of its creditors with a
view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business;

(xvii)    entered into any contract, commitment, agreement or arrangement
otherwise than in the ordinary course of business or passed any resolution or
made any offer (which remains open for acceptance) with respect to or
announced an intention to, or to propose to, effect any of the transactions,
matters or events referred to in this condition;

(xviii)   terminated or varied the terms of any agreement or arrangement
between any member of the Wider Civitas Group and any other person in a manner
which would or might be expected to have a material adverse effect on the
financial position of the Wider Civitas Group taken as a whole; or

(xix)     having taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of
Civitas Shareholders in a general meeting in accordance with, or as
contemplated by, Rule 21.1 of the Takeover Code;

No material adverse change

(g)        since 31 March 2022, and except as Disclosed, there having
been:

(i)         no adverse change and no circumstance having arisen which
would be expected to result in any adverse change or deterioration in the
business, assets, value, financial or trading position, profits, prospects or
operational performance of any member of the Wider Civitas Group to an extent
which is material to the Wider Civitas Group taken as a whole;

(ii)        no litigation, arbitration proceedings, prosecution or
other legal proceedings including, without limitation, with regard to
intellectual property rights used by the Wider Civitas Group having been
threatened, announced or instituted by or against or remaining outstanding
against any member of the Wider Civitas Group or to which any member of the
Wider Civitas Group is or may become a party (whether as claimant or defendant
or otherwise) which, in any such case or taken together, might reasonably be
expected to have a material adverse effect on the Wider Civitas Group taken as
a whole, and no enquiry, review, investigation or enforcement proceedings by,
or complaint or reference to, any Third Party against or in respect of any
member of the Wider Civitas Group having been threatened, announced or
instituted by or against, or remaining outstanding in respect of, any member
of the Wider Civitas Group which, in any such case or taken together, might
reasonably be expected to have a material adverse effect on the Wider Civitas
Group taken as a whole;

(iii)       no contingent or other liability having arisen, increased or
become apparent other than in the ordinary course of business which is
reasonably likely to adversely affect the business, assets, financial or
trading position, profits, prospects or operational performance of any member
of the Wider Civitas Group to an extent which, in each case or taken together,
is material to the Wider Civitas Group taken as a whole; and

(iv)       no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the Wider
Civitas Group, which is necessary for the proper carrying on of its business
and the withdrawal, cancellation, termination or modification of which is, in
each case or taken together, material and likely to have an adverse effect on
the Wider Civitas Group taken as a whole;

(h)        since 31 March 2022, and except as Disclosed, CK Bidco not
having discovered:

(i)         that any financial, business or other information
concerning the Wider Civitas Group publicly announced or disclosed to any
member of the Wider CKA Group at any time by or on behalf of any member of the
Wider Civitas Group or to any of their advisers is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to make that
information not misleading and which is, in any case, material in the context
of the Wider Civitas Group taken as a whole;

(ii)        that any member of the Wider Civitas Group is subject to
any liability, contingent or otherwise, which is material in the context of
the Wider Civitas Group taken as a whole; or

(iii)       any information which affects the import of any information
disclosed to CK Bidco at any time by or on behalf of any member of the Wider
Civitas Group which is material in the context of the Wider Civitas Group;

Environmental liabilities

(i)         except as Disclosed, CK Bidco not having discovered, in
each case to an extent, which is material in the context of the Offer, that:

(i)         any past or present member of the Wider Civitas Group has
not complied in any material respect with all applicable legislation or
regulations, notices or other requirements of any jurisdiction or any Third
Party or any Authorisations relating to the use, treatment, storage, carriage,
disposal, discharge, spillage, release, leak or emission of any waste or
hazardous substance or greenhouse gas, or any substance likely to impair the
environment (including property) or harm the health of humans, animals or
other living organisms or eco‑systems or otherwise relating to environmental
matters or the health and safety of humans, which non‑compliance would be
likely to give rise, in each case or taken together, to any material liability
including any penalty for non‑compliance (whether actual or contingent) on
the part of any member of the Wider Civitas Group taken as a whole; or

(ii)      there has been a disposal, discharge, spillage, accumulation,
leak, emission, release or the migration, production, supply, treatment,
storage, transport or use of any waste or hazardous substance or greenhouse
gas or any substance likely to impair the environment (including any property)
or harm human health which (whether or not giving rise to non‑compliance
with any law or regulation) would be likely to give rise to any liability
(whether actual or contingent) on the part of any member of the Wider Civitas
Group which is material to the Wider Civitas Group taken as a whole; or

(iii)       there is or is reasonably likely to be any obligation or
liability (whether actual or contingent) or requirement to make good,
remediate, repair, re‑instate or clean up any property, asset currently or
previously owned, occupied or made use of by any past or present member of the
Wider Civitas Group (or on its behalf), or in which any such member may have
or previously have had or be deemed to have had an interest, or other elements
of the environment (including any controlled waters) under any environmental
legislation, common law, regulation, notice, circular, Authorisation, other
legally binding requirement or order of any Third Party or to contribute to
the cost thereof or associated therewith or indemnify any person in relation
thereto in any such case to an extent which is, in each case or taken
together, material in the context of the Wider Civitas Group taken as a whole;
or

(iv)       circumstances exist (whether as a result of the Offer or
otherwise):

(A)       which would be reasonably likely to lead to any Third Party
instituting; or

(B)     whereby any member of the Wider CKA Group or any present or past
member of the Wider Civitas Group would be likely to be required to institute,

an environmental audit or take any other steps which would in any such case be
reasonably likely to result in any liability (whether actual or contingent) to
improve, modify existing or install new plant, machinery or equipment or carry
out changes in the processes currently carried out or make good, remediate,
repair, re‑instate or clean up any land or other asset currently or
previously owned, occupied or made use of by any past or present member of the
Wider Civitas Group (or on its behalf) or by any person for which a member of
the Wider Civitas Group is or has been responsible, or in which any such
member may have or previously have had or be deemed to have had an interest
which, in each case or taken together, is material in the context of the Wider
Civitas Group taken as a whole; or

(v)        circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect of any product or
process of manufacture or materials used therein currently or previously
manufactured, sold or carried out by any past or present member of the Wider
Civitas Group which claim or claims would be likely to affect any member of
the Wider Civitas Group and which is material in the context of the Wider
Civitas Group taken as a whole;

Intellectual Property

(j)         except as Disclosed, no circumstance having arisen or
event having occurred in relation to any intellectual property owned or used
by any member of the Wider Civitas Group which would have, in each case or
taken together, a material adverse effect on the Wider Civitas Group taken as
a whole or is otherwise material in the context of the Offer, including:

(i)         any member of the Wider Civitas Group losing its title to
any intellectual property material to its business, or any intellectual
property owned by the Wider Civitas Group and material to its business being
revoked, cancelled or declared invalid;

(ii)      any claim being asserted in writing or threatened in writing by
any person challenging the ownership of any member of the Wider Civitas Group
to, or the validity or effectiveness of, any of its intellectual property; or

(iii)       any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider Civitas Group being terminated or
varied;

Anti‑corruption and sanctions

(k)        except as Disclosed, CK Bidco not having discovered that:

(i)       any past or present member of the Wider Civitas Group or any
person that performs or has performed services for or on behalf of any such
company is or has at any time engaged in any activity, practice or conduct (or
omitted to take any action) in contravention of the UK Bribery Act 2010, the
US Foreign Corrupt Practices Act of 1977, as amended or any other applicable
anti‑corruption legislation;

(ii)        any member of the Wider Civitas Group is ineligible to be
awarded any contract or business under regulation 57 of the Public Contracts
Regulations 2015, regulation 80 of the Utilities Contracts Regulations 2016
or regulation 38 of the Concession Contracts Regulations 2016 (each as
amended);

(iii)       any past or present member of the Wider Civitas Group has
engaged in any activity or business with, or made any investments in, or made
any payments to any government, entity or individual covered by any of the
economic sanctions administered by the United Nations or the European Union
(or any of their respective member states) or the United States Office of
Foreign Assets Control or any other governmental or supranational body or
authority in any jurisdiction; or

(iv)       a member of the Wider Civitas Group has engaged in a
transaction which would cause the Wider CKA Group to be in breach of any law
or regulation on completion of the Offer, including the economic sanctions
administered by the United States Office of Foreign Assets Control or HM
Treasury & Customs or any government, entity or individual targeted by any
of the economic sanctions of the United Nations, United States or the European
Union or any of its member states;

No criminal property

(l)         except as Disclosed, CK Bidco not having discovered that
any asset of any member of the Wider Civitas Group constitutes criminal
property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but
disregarding paragraph (b) of that definition).

Part B :           Further terms of the Offer

1.         Subject to the requirements of the Panel in accordance with
the Takeover Code, CK Bidco reserves the right to waive, in whole or in part,
all or any of the Conditions in Part A above, except Condition 1, which cannot
be waived.

2.         All Conditions must each be fulfilled, determined by CK
Bidco to be or to remain satisfied or (if capable of waiver) be waived by CK
Bidco by midnight (London time) on the earlier of the Unconditional Date or
the Long Stop Date (subject to the rules of the Takeover Code and, where
applicable, the consent of the Panel), failing which the Offer will lapse.

3.         Save as may otherwise be required by the Panel, the Offer
shall not proceed, shall lapse or shall be withdrawn on the Long Stop Date if:

(a)        sufficient acceptances have not been received so as to
enable the Acceptance Condition to be satisfied; or

(b)        where sufficient acceptances have been received so as to
enable the Acceptance Condition to be satisfied, if a Condition relating to an
official authorisation or regulatory clearance has not been satisfied or
waived and the Panel consents to the Offer not proceeding, lapsing or being
withdrawn.

4.         CK Bidco shall be under no obligation to waive or treat as
satisfied any of the Conditions that it is entitled (with the consent of the
Panel) to invoke, by a date earlier than the latest date for the fulfilment or
waiver of that Condition, notwithstanding that the other Conditions may at
such earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such Conditions may not
be capable of fulfilment.

5.         Under Rule 13.5(a) of the Takeover Code, CK Bidco may not
invoke a Condition so as to cause the Offer not to proceed, to lapse or to be
withdrawn unless the circumstances which give rise to the right to invoke the
Condition are of material significance to CK Bidco in the context of the
Offer. CK Bidco may only invoke a condition that is subject to Rule 13.5(a)
with the consent of the Panel and any condition that is subject to Rule
13.5(a) may be waived by CK Bidco.

6.         The Acceptance Condition is not subject to Rule 13.5(a) of
the Takeover Code.

7.         CK Bidco reserves the right to elect to implement the
acquisition by way of a Scheme as an alternative to the Offer, with the
consent of the Panel. In such event, the Scheme will be implemented on the
same terms as those which would apply to the Offer, subject to appropriate
amendments to reflect the change in method of effecting the acquisition.

8.         If CK Bidco is required by the Panel to make an offer for
Civitas Shares under the provisions of Rule 9 of the Takeover Code, CK Bidco
may make such alterations to any of the above Conditions as are necessary to
comply with the provisions of that Rule.

9.         The Offer will extend to all Civitas Shares which are in
issue as at the date of this announcement and any Civitas Shares which may be
unconditionally allotted and/or issued and fully paid (or credited as fully
paid) before the Offer closes (other than any Civitas Shares already held by
CK Bidco).

10.       The Offer will be governed by English law and be subject to
the jurisdiction of the English courts and to the Conditions and further terms
set out above and to be set out in full in the Offer Document. The Offer will
be subject to the applicable requirements of the Takeover Code, the Panel, the
London Stock Exchange, the Listing Rules, the FCA and the Registrar of
Companies.

11.       Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.

12.       CK Bidco will be making the Offer on behalf of itself and its
Sister Bidcos (on behalf of whom CK Bidco is acting as agent, and not as
principal), in each case as to the relevant proportion of Civitas Shares to be
acquired by each pursuant to the Offer. Following the Offer becoming or being
declared unconditional, the Civitas Shares in respect of which valid
acceptance has been received will be transferred to CK Bidco and/or its Sister
Bidcos in the relevant proportions, in consideration for which the Civitas
Shareholders who have validly accepted the Offer shall receive the Cash
Consideration on the basis set out in paragraph 2 of this announcement.

13.       The Civitas Shares will be acquired by CK Bidco and its Sister
Bidcos (in each case in the relevant proportion to be acquired by each)
pursuant to the Offer with full title guarantee fully paid and free from all
liens, charges, equities, encumbrances, rights of pre‑emption and any other
interests of any nature whatsoever and together with all rights now or
hereafter attaching thereto, including without limitation voting rights and
the right to receive and retain in full all dividends and other distributions
(if any) announced, declared, made or paid or any other return of value
following the Offer becoming or being declared unconditional.

14.       If, on or after the date of this announcement, any dividend
and/or other distribution and/or return of capital (other than the Fourth
Quarter Dividend) is declared, made or paid or becomes payable in respect of
the Civitas Shares, CK Bidco reserves the right to reduce the Cash
Consideration payable under the terms of the Offer for the Civitas Shares by
an amount up to the amount of such dividend and/or other distribution and/or
return of capital, in which case any reference in this announcement or in the
Offer Document to the Cash Consideration payable under the terms of the Offer
will be deemed to be a reference to the Cash Consideration as so reduced. In
such circumstances, the relevant Civitas Shareholders will be entitled to
receive and retain such dividend and/or other distribution and/or return of
capital.

15.       The Offer will be subject, inter alia, to the Conditions and
certain further terms which are set out in this Appendix 1 and those terms
which will be set out in the Offer Document and (in respect of the Civitas
Shares in certificated form) the Form of Acceptance and such further terms as
may be required to comply with the Listing Rules and the provisions of the
Takeover Code.

16.       The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant jurisdiction. Any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about and observe any applicable
requirements. Further information in relation to Overseas Shareholders will be
contained in the Offer Document.

17.       The Offer is not being made, directly or indirectly, in, into
or from, or by use of the mails of, or by any means of 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
jurisdiction where to do so would violate the laws of that jurisdiction.

Appendix 2

SOURCES AND BASES OF INFORMATION

Unless otherwise stated in this announcement:

1.         the value attributed to the issued share capital of Civitas
is based on a value of 80 pence per Civitas Share and 606,386,380 Civitas
Shares in issue (excluding the 16,075,000 ordinary shares currently held in
treasury) on 5 May 2023 (being the last practicable dealing date prior to the
date of this announcement);

2.         unless otherwise stated, all prices for Civitas Shares for
a particular date have been derived from FactSet and represent Closing Prices
on the relevant date(s);

3.         the volume weighted average share prices have been derived
from data provided by FactSet for the relevant time periods;

4.         unless otherwise stated, the financial information relating
to Civitas is extracted from the 2022 Civitas Interim Report, prepared in
accordance with IFRS; and

5.         property portfolio and valuation information relating to
Civitas is from the JLL Valuation Report which is set out in Appendix 4 to
this announcement.

For the purposes of Rule 29.1 of the Takeover Code, set out below is a
reconciliation between the property valuation provided by JLL in the JLL
Valuation Report to IFRS NAV per Civitas Share:

 JLL property valuation                                                       £978,147,574
 Net debt                                                                     £(326,326,249)
 Other assets / liabilities                                                   £10,087,854
 Net assets                                                                   £661,909,179
 Civitas Shares in issue (excluding the 16,075,000 ordinary shares currently  606,386,380
 held in treasury)
 Net assets per Civitas Share (pps) basic and diluted                         109.16 pence

 

 

 

 

Appendix 3

DETAILS OF IRREVOCABLE UNDERTAKINGS

1.         Civitas Directors

The following Civitas Directors have given irrevocable undertakings to accept
or procure the acceptance of the Offer in respect of their own beneficial
holdings of Civitas Shares:

 Name               Total Number of  Percentage of existing issued share capital of Civitas (excluding treasury

Civitas Shares  shares)
 Michael Wrobel     200,000          0.03 per cent.
 Peter Baxter       82,065           0.01 per cent.
 Caroline Gulliver  58,832           0.01 per cent.
 Alison Hadden      31,937           0.005 per cent.
 Alastair Moss      11,766           0.002 per cent.
 Total:             384,600          0.06 per cent.

 

2.         CIM and the executive directors of CIM

CIM and the following executive directors of CIM have given irrevocable
undertakings to accept or procure the acceptance of the Offer in respect of
their own beneficial holdings of Civitas Shares:

 Name             Total Number of  Percentage of existing issued share capital of Civitas (excluding treasury

Civitas Shares  shares)
 CIM              167,664          0.03 per cent.
 Andrew Dawber    100,000          0.02 per cent.
 Thomas Pridmore  105,140          0.02 per cent.
 Paul Bridge      52,240           0.01 per cent.
 Total:           425,044          0.07 per cent.

 

The irrevocable undertakings referred to in paragraph 1 and 2 above cease to
be binding on the earlier of the following occurrences:

(i)         a third party announces through a Regulatory Information
Service a firm intention to make a general cash offer in accordance with the
Takeover Code (which is not subject to any pre‑conditions) to acquire the
entire issued and to be issued share capital of Civitas on terms which
represent an improvement of more than 10 per cent. on the value of the
consideration under the Offer (a "Third Party Offer");

(ii)        CK Bidco announces, with the consent of the Panel, and
before the Offer Document is published, that it does not intend to proceed
with the Offer or implement the Offer by way of a Scheme or otherwise and no
new, revised or replacement Offer is announced by CK Bidco in accordance with
Rule 2.7 of the Takeover Code;

(iii)       the Offer lapses or is withdrawn in accordance with its
terms and CK Bidco publicly confirms that it does not intend to proceed with
the Offer or to implement the Offer by way of a Scheme or otherwise and no
new, revised or replacement Offer is announced by CK Bidco in accordance with
Rule 2.7 of the Takeover Code; and

(iv)       the Offer has not become or been declared unconditional by
11.59 p.m. on the Long Stop Date.

 

Appendix 4

rule 29 valuation report

The electronic version of the report is available on the following website:

http://www.rns-pdf.londonstockexchange.com/rns/7954Y_1-2023-5-9.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/7954Y_1-2023-5-9.pdf)

Appendix 5

DEFINITIONS

The following definitions apply throughout this announcement unless the
context otherwise requires:

 "2021 Civitas Annual Report"                              the annual report and audited accounts for Civitas for year ended 31 March
                                                           2021
 "2022 Civitas Annual Report"                              the annual report and audited accounts for Civitas for year ended 31 March
                                                           2022
 "2022 Civitas Interim Report"                             the unaudited half year report for Civitas for the six months ended 30
                                                           September 2022
 "Approved Provider(s)"                                    a counterparty of Civitas being of the following entities: housing
                                                           associations, local authorities, community interest companies, registered
                                                           charities and other regulated organisations directly or indirectly in receipt
                                                           of payment from local or central government including the NHS
 "associated undertaking"                                  shall be construed in accordance with paragraph 19 of Schedule 6 to The
                                                           Large and Medium‑sized Companies and Groups (Accounts and Reports)
                                                           Regulations 2008 (SI 2008/410) but for this purpose ignoring
                                                           paragraph 19(1)(b) of Schedule 6 to those regulations
 "Authorisation(s)"                                        authorisations, orders, grants, recognitions, confirmations, consents,
                                                           licences, clearances, certificates, permissions or approvals
 "Business Day"                                            a day, not being a public holiday, Saturday or Sunday, on which clearing banks
                                                           in London are open for normal business
 "CIM"                                                     Civitas Investment Management Limited
 "Civitas Directors" or "Civitas Board"                    the directors of Civitas
 "Civitas"                                                 Civitas Social Housing PLC
 "Civitas Group"                                           Civitas and its subsidiary undertakings and where the context permits, each of
                                                           them
 "Civitas Share(s)"                                        the existing unconditionally allotted or issued and fully paid ordinary shares
                                                           of £0.01 each in the capital of Civitas and any further shares which are
                                                           unconditionally allotted or issued before the Offer closes (or before such
                                                           earlier date as CK Bidco, subject to the Takeover Code, may determine, not
                                                           being earlier than the Unconditional Date) but excluding any such shares held
                                                           or which becomes held in treasury
 "Civitas Shareholder(s)"                                  holders of Civitas Shares
 "CK Bidco"                                                Wellness Unity Limited
 "CKA"                                                     CK Asset Holdings Limited, a company incorporated in the Cayman Islands, the
                                                           shares of which are listed on the Main Board of the Hong Kong Stock Exchange
 "CKA Board" or "CKA Directors"                            the directors of CKA
 "CKA Group"                                               CKA and its subsidiary undertakings and where the context permits, each of
                                                           them
 "Closing Price"                                           the closing middle market price of a Civitas Share as derived from FactSet on
                                                           any particular date
 "CMA"                                                     the UK Competition and Markets Authority
 "Companies Act"                                           the Companies Act 2006, as amended from time to time
 "Conditions"                                              the conditions to the implementation of the Offer which are set out in Part A
                                                           of Appendix 1 to this announcement and to be set out in the Offer Document
 "Confidentiality Agreement"                               the confidentiality agreement dated 21 July 2022 entered into between CKA and
                                                           Civitas in relation to the Offer
 "Court"                                                   the High Court of Justice in England and Wales
 "Day 60"                                                  the 60th day following the publication of the Offer Document or such other
                                                           date as may otherwise be set as being such day of the timetable of the Offer
                                                           in accordance with the Takeover Code;
 "Dealing Disclosure"                                      as defined in the Takeover Code
 "Disclosed"                                               the information disclosed by or on behalf of Civitas: (i) in the 2022 Civitas
                                                           Interim Report; (ii) in the 2022 Civitas Annual Report; (iii) in the 2021
                                                           Civitas Annual Report; (iv) in this announcement; (v) March 2023 IFRS NAV;
                                                           (vi) in any other announcement to a Regulatory Information Service prior to
                                                           the date of this announcement; (vii) in filings made with, and made publicly
                                                           available online by, the Registrar of Companies within the two years prior to
                                                           the date of this announcement; (viii) on Civitas' website at
                                                           www.civitassocialhousing.com/takeover-offer/; or (iv) fairly disclosed prior
                                                           to the date of this announcement to CKA, CK Bidco or their respective advisers
                                                           (in their capacity as such)
 "Disclosure Guidance and Transparency Rules"              the Disclosure Guidance and Transparency Rules of the UK's FCA
 "EPRA"                                                    the European Public Real Estate Association
 "Existing Facilities"                                     the five external debt facilities of the Civitas Group currently in place with
                                                           an aggregate principal value of £367.9 million
 "FCA"                                                     Financial Conduct Authority or its successor from time to time
 "Form of Acceptance"                                      the form of acceptance and authority relating to the Offer to be dispatched to
                                                           Civitas Shareholders with the Offer Document
 "Fourth Quarter Dividend"                                 the quarterly dividend of 1.425 pence per Civitas Share in respect of the
                                                           period from 1 January 2023 to 31 March 2023, as announced by the Civitas Board
                                                           on 9 May 2023
 "FSMA"                                                    the Financial Services and Markets Act 2000 (as amended from time to time)
 "HSBC"                                                    HSBC Bank plc
 "IFRS"                                                    international accounting standards and international financial reporting
                                                           standards and interpretations thereof, approved or published by the
                                                           International Accounting Standards Board and adopted by the United Kingdom
 "IFRS NAV"                                                the net asset value of the Civitas Group on the relevant date, prepared in
                                                           accordance with IFRS accounting principles
 "Investment Management Agreement"                         the investment management agreement entered into between CIM and Civitas dated
                                                           1 April 2017 (as amended from time to time)
 "IPO"                                                     the admission by Civitas of ordinary shares to the premium segment of the
                                                           Official List and to trading on the Main Market of the LSE, which were subject
                                                           of Civitas initial public offering, on 18 November 2016
 "JLL"                                                     Jones Lang LaSalle Limited
 "JLL Valuation Report"                                    the valuation in respect of Civitas' property portfolio as at 31 March 2023
                                                           prepared in accordance with Rule 29 of the Takeover Code set out in Appendix 4
                                                           to this announcement
 "Liberum"                                                 Liberum Capital Limited
 "Listing Rules"                                           the listing rules, made by the FCA under Part 6 FSMA, as amended from time to
                                                           time
 "London Stock Exchange"                                   the London Stock Exchange plc or its successor
 "Long Stop Date"                                          9 May 2024 (or such later date as may be agreed between CK Bidco and Civitas
                                                           and, if required, the Panel may allow)
 "LSE"                                                     the London Stock Exchange
 "March 2023 IFRS NAV"                                     the unaudited IFRS NAV as at 31 March 2023 announced to the market by Civitas
                                                           on 9 May 2023
 "Market Abuse Regulation"                                 Market Abuse Regulation (EU) No. 596/2014 (as it forms part of domestic law by
                                                           virtue of the European Union (Withdrawal) Act 2018, as amended)
 "Offer"                                                   the proposed cash offer by CK Bidco of the entire issued and to be issued
                                                           share capital of Civitas, other than any Civitas Shares already held by CK
                                                           Bidco on the terms to be set out in the Offer Document and (in respect of
                                                           Civitas Shares in certificated form) the Form of Acceptance and including,
                                                           where the context permits, any subsequent revision, variation, extension or
                                                           renewal of such offer, or should CK Bidco so elect, the implementation of such
                                                           offer by means of a Scheme
 "Offer Document"                                          the document to be sent to Civitas Shareholders and persons with information
                                                           rights containing terms and conditions of the Offer constituting the full
                                                           terms and conditions of the Offer
 "Official List"                                           the Official List of the FCA
 "Opening Position Disclosure"                             as defined in the Takeover Code
 "Overseas Shareholders"                                   holders of Civitas Shares who are resident in, ordinarily resident in, or
                                                           citizens of, jurisdictions outside the United Kingdom
 "Panel"                                                   the Panel on Takeovers and Mergers
 "Panmure Gordon"                                          Panmure Gordon (UK) Limited
 "Phase 1 CMA Review"                                      an investigation by the CMA for the purposes of deciding whether to make a
                                                           Phase 2 CMA Reference
 "Phase 2 CMA Reference"                                   a reference by the CMA of the Offer or any material part of it under sections
                                                           22 or 33 of the Enterprise Act 2002
 "Registrar of Companies"                                  the Registrar of Companies in England and Wales
 "Regulator of Social Housing"                             the executive non-departmental public body, sponsored by the Department for
                                                           Levelling Up, Housing and Communities, which is the regulator for social homes
                                                           providers in England and Wales
 "Regulatory Information Service"                          a regulatory information service as defined in the FCA's Handbook of rules and
                                                           guidance as amended from time to time
 "REIT"                                                    the UK Real Estate Investment Trust under Part 12 of the Corporation Tax Act
                                                           2010
 "relevant securities"                                     Civitas Shares, other Civitas share capital and any securities convertible
                                                           into or exchangeable for, and rights to subscribe for, any of the foregoing
 "Restricted Jurisdiction"                                 any jurisdiction where local laws or regulations may result in a significant
                                                           risk of civil, regulatory or criminal exposure or would result in a
                                                           requirement to comply with any governmental or other consent on any
                                                           registration, filing or other formality which CK Bidco regards as duly onerous
                                                           if information concerning the Offer is sent or made available to Civitas
                                                           Shareholders in that jurisdiction
 "Scheme"                                                  subject to the consent of the Panel, should the Offer be implemented by way of
                                                           a scheme of arrangement under Part 26 of the Companies Act, the scheme of
                                                           arrangement between Civitas and the holders of the Civitas Shares, with or
                                                           subject to any modification, addition or condition approved or imposed by the
                                                           Court and agreed by Civitas and CK Bidco
 "Sister Bidcos"                                           up to ten newly incorporated wholly-owned indirect subsidiaries of CKA which,
                                                           together with CK Bidco, will acquire the Civitas Shares pursuant to the Offer
 "subsidiary", "subsidiary undertaking" and "undertaking"  shall be construed in accordance with the Companies Act
 "Takeover Code"                                           the City Code on Takeovers and Mergers issued by the Panel, as amended from
                                                           time to time
 "UK" or "United Kingdom"                                  United Kingdom of Great Britain and Northern Ireland
 "Unconditional Date"                                      Day 60 or such earlier date as may be specified by CK Bidco in the Offer
                                                           Document or any acceleration statement unless, where permitted, it has set
                                                           aside that statement
 "US" or "United States"                                   the United States of America, its territories and possessions, any state of
                                                           the United States of America, the District of Columbia and all other areas
                                                           subject to its jurisdiction and any political subdivision thereof
 "Wider Civitas Group"                                     Civitas and associated undertakings and any other body corporate, partnership,
                                                           joint venture or person in which Civitas and such undertakings (aggregating
                                                           their interests) have an interest of more than 20 per cent. of the voting or
                                                           equity capital or the equivalent
 "Wider CKA Group"                                         CKA Group and associated undertakings and any other body corporate,
                                                           partnership, joint venture or person in which CKA and such undertakings
                                                           (aggregating their interests) have an interest of more than 20 per cent. of
                                                           the voting or equity capital or the equivalent

In this announcement:

All times referred to are London time unless otherwise stated.

All references to "pounds", "£", "pence", "penny" and "p" are to the lawful
currency of the United Kingdom.

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