REG - Curtis Banks Grp PLC - Update on Regulatory Approvals

Curtis BanksAnnouncement

07/09/2023 07:15

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RNS Number : 6392L  Curtis Banks Group PLC  07 September 2023

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

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION NO 596/2014 (INCORPORATED INTO UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED BY VIRTUE OF THE MARKET ABUSE
(AMENDMENT) (EU EXIT) REGULATIONS 2019). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

07 September 2023

 

RECOMMENDED CASH ACQUISITION

OF

CURTIS BANKS GROUP PLC ("CURTIS BANKS")

BY

 

NUCLEUS CLYDE ACQUISITION LIMITED ("BIDCO")

(a newly formed company wholly-owned by Nucleus Financial Platforms Limited
("Nucleus"))

 

to be implemented by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006 (the "Scheme")

UPDATE ON REGULATORY APPROVALS AND ANTI-TRUST CLEARANCE AND

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

On 6 January 2023, the boards of Curtis Banks and Bidco announced that they
had reached agreement on the terms of a recommended cash acquisition by Bidco
of the entire issued and to be issued share capital of Curtis Banks (the
"Acquisition"). The Acquisition is to be effected by means of the Scheme.

A circular in relation to the Acquisition was published by Curtis Banks on 31
January 2023 (the "Scheme Document"). On 27 February 2023, the Scheme was
approved by the requisite majorities of Scheme Shareholders at the Court
Meeting and the Resolution relating to the implementation of the Scheme was
approved by the requisite majority of Curtis Banks Shareholders at the General
Meeting.

Capitalised terms in this announcement, unless otherwise defined, have the
same meaning as set out in the Scheme Document and all references to times in
this announcement are to London, United Kingdom time unless otherwise stated.

The Acquisition and Scheme is subject to the Conditions set out in Part A of
Part III of the Scheme Document.

PRA and FCA approvals

Curtis Banks is pleased to announce that, in respect of each person who will
acquire or increase control over each member of the Curtis Banks Group which
is a PRA-authorised person or an FCA-authorised person (respectively), each of
the PRA and FCA has given notice for the purpose of section 189 of FSMA that
it has determined to approve each such acquisition of, or increase in,
control. Accordingly, Conditions 3(A) and 3(B) set out in Part A of Part III
of the Scheme Document have each been satisfied.

SRA approval

Curtis Banks is further pleased to announce that the SRA has, in respect of
each person who will, as a result of the Acquisition, acquire a restricted
interest (as defined in Schedule 13, Paragraph 2(1) of the LSA) in Rivergate
Legal Limited and who is required to notify the SRA of such acquisition under
Schedule 13, Paragraph 21(2) of the LSA, provided its unconditional approval
(by virtue of Schedule 13, Paragraph 27 of the LSA) of the acquisition of the
relevant interest in Rivergate Legal Limited, and, accordingly, Condition 3(C)
set out in Part A of Part III of the Scheme Document has been satisfied.

CMA clearance

Curtis Banks is further pleased to announce that the CMA has confirmed, on
terms satisfactory to Bidco, that neither the Acquisition, nor any matter
arising therefrom or related thereto or any part of it, will be subject to a
reference under section 33 of the Enterprise Act 2002. As a result, Condition
3(D) set out in Part A of Part III of the Scheme Document, has been satisfied.
 

Accordingly, all Conditions relating to the receipt of regulatory and
anti-trust approvals have now been satisfied.

Curtis Banks is also pleased to announce that it intends to seek the Court's
sanction of the Scheme on 21 September 2023 at a hearing to be held in The
Royal Courts of Justice.

The Acquisition remains subject to the other Conditions set out in Part A of
Part III of the Scheme Document, including, amongst other things, the Court
sanctioning the Scheme at the Court Sanction Hearing and the delivery of a
copy of the Court Order to the Registrar of Companies.

The expected timetable for the implementation of the Acquisition and the
Scheme is as follows:

 Event                                                                           Time and/or date (2023)((1))
 Court Sanction Hearing to sanction the Scheme                                   21 September
 Last day of dealings in, and for registration of transfers of, and disablement  25 September
 in CREST of, Curtis Banks Shares
 Scheme Record Time                                                              6.00 p.m. on 25 September
 Dealings in Curtis Banks Shares suspended                                       by no later than 7.30 a.m. on 26 September
 Effective Date of the Scheme                                                    26 September ((2))
 Cancellation of admission of Curtis Banks Shares to trading on AIM              by no later than 7.00 a.m. on 27 September
 Latest date for despatch of cheques and crediting of CREST for Consideration    10 October
 payable under the Scheme
 Long Stop Date                                                                  6 October((3))

(1)  These dates and times are indicative only and will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or (if
capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a
copy of the Court Order is delivered to the Registrar of Companies. If any of
the expected times and/or dates above change (a) the revised times and/or
dates will be notified to Curtis Banks Shareholders by announcement through a
Regulatory Information Service, with such announcement being made available on
Curtis Banks's website at
https://www.curtisbanks.co.uk/investors/pc-communications-library/
(https://www.curtisbanks.co.uk/investors/pc-communications-library/) and on
Nucleus' website at
https://www.nucleusfinancialplatforms.com/our-recommended-acquisition-of-curtis-banks-group-plc
(https://www.nucleusfinancialplatforms.com/our-recommended-acquisition-of-curtis-banks-group-plc)
and (b) if required by the Panel, Curtis Banks will send notice of the
change(s) to Curtis Banks Shareholders and, for information only to Curtis
Banks Share Plan Participants.

(2)   It is intended that on the Effective Date, share certificates in
respect of Scheme Shares will cease to be valid and entitlements to Curtis
Banks Shares held within the CREST system will be cancelled.

(3)  This is the latest date by which the Scheme may become Effective unless
Bidco and Curtis Banks agree (and the Panel and, if required, the Court
permit) a later date or if the Panel requires an extension to the Long Stop
Date pending final determination of an issue under section 3(g) of Appendix 7
to the Takeover Code.

 

The persons responsible for making this announcement on behalf of Curtis Banks
are the Curtis Banks Directors.

Enquiries:

Curtis Banks
 
 

David Barral, Non-Executive Chairman
                       Tel: +44 (0)117 910 7910

Peter Docherty, Interim Chief Executive Officer

Dan Cowland, Chief Financial Officer

 

Fenchurch Advisory Partners (Lead financial adviser to Curtis Banks)

Graham Marchant
                                       Tel: +44 (0)20 7382
2222

Divya Dhar

Peel Hunt LLP (Financial adviser (Rule 3), corporate broker and NOMAD to
Curtis Banks)

Andrew Buchanan                                                                                  Tel: +44 (0)207 418 8900

James Steel

 

Singer Capital Markets (Joint broker to Curtis Banks)

Rick Thompson
                                          Tel: +44 (0)20
7496 3000

James Moat

 

Instinctif Partners (Investor relations adviser to Curtis Banks)

Tim Linacre
                                              Tel: +44
7949 939237

Victoria Hayns
 

Joe Quinlan

 

Evercore (Financial adviser to Nucleus and Bidco)

Ollie Clayton
                                              Tel: +44
(0)20 7653 6000

Ed Banks

Demetris Efthymiou

Harrison George

 

TB Cardew (Public relations adviser to Nucleus and Bidco)

Tom Allison
                                              Tel: +44
(0)77 8999 8020

Shan Shan Willenbrock
                                 Tel: +44 (0)77 7584 8537

Olivia Rosser
                                             Tel: +44
(0)7552 864 250

 

Important notices

Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the Financial Conduct Authority in the UK, is acting exclusively
as financial adviser to Nucleus and Bidco and no one else in connection with
the matters described in this announcement and will not be responsible to
anyone other than Nucleus and Bidco for providing the protections afforded to
clients of Evercore nor for providing advice in connection with the matters
referred to herein. Neither Evercore nor any of its subsidiaries, branches 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 Evercore in connection with
this announcement, any statement contained herein, any offer or otherwise.
Apart from the responsibilities and liabilities, if any, which may be imposed
on Evercore by the Financial Services and Markets Act 2000 and successor
legislation, or the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where exclusion of liability under the
relevant regulatory regime would be illegal, void or unenforceable, neither
Evercore nor any of its affiliates accepts any responsibility or liability
whatsoever for the contents of this announcement, and no representation,
express or implied, is made by it, or purported to be made on its behalf, in
relation to the contents of this announcement, including its accuracy,
completeness or verification of any other statement made or purported to be
made by it, or on its behalf, in connection with Nucleus, Bidco or the matters
described in this announcement. To the fullest extent permitted by applicable
law, Evercore and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or otherwise
(save as referred to above) which they might otherwise have in respect of this
announcement or any statement contained herein.

Fenchurch Advisory Partners LLP ("Fenchurch"), which is authorised and
regulated by the Financial Conduct Authority, is acting exclusively for Curtis
Banks and no one else in connection with the matters referred to in this
announcement. Fenchurch will not be responsible to anyone other than Curtis
Banks for providing the protections afforded to clients of Fenchurch, nor for
providing advice in relation to the contents of, or matters referred to in,
this announcement. Neither Fenchurch nor any of its 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 Fenchurch in connection with the matters referred to in this
announcement, or otherwise.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for Curtis
Banks and for no one else in connection with the matters referred to in this
announcement. Peel Hunt will not be responsible to anyone other than Curtis
Banks for providing the protections afforded to clients of Peel Hunt nor for
providing advice in relation to the contents of, or matters referred to in,
this announcement. Neither Peel Hunt nor any of its 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 Peel Hunt in connection with the matters referred to in this
announcement, or otherwise.

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated by the UK Financial Conduct Authority, is acting
exclusively for Curtis Banks and for no one else and will not be responsible
to anyone other than Curtis Banks for providing the protections afforded to
its clients or for providing advice in relation to the matters referred to in
this announcement. Singer Capital Markets, nor any of its 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 Singer Capital Markets in connection with this
announcement, any statement contained herein or otherwise.

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer to sell or subscribe for or
any invitation to purchase or subscribe for any securities or the solicitation
of any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be made solely through the Scheme Document and
the accompanying Forms of Proxy, which contain the full terms and conditions
of the Acquisition. Any approval, decision or other response to the
Acquisition should be made only on the basis of the information in the Scheme
Document. Curtis Banks Shareholders are strongly advised to read the formal
documentation in relation to the Acquisition. Each Curtis Banks Shareholder is
urged to consult its independent professional adviser immediately regarding
the tax consequences to it (or its beneficial owners) of the Acquisition.

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

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

Overseas shareholders

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

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

The availability of the Acquisition to Curtis Banks 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
citizen. Persons who are not resident in the United Kingdom should inform
themselves of, and observe any applicable legal or regulatory requirements of
their jurisdictions. Any 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 Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. Further details in relation to
Overseas Shareholders are contained in the Scheme Document.

Neither this announcement nor the Scheme Document nor any of the accompanying
documents do or are intended to 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
pursuant to the Scheme or otherwise, in any jurisdiction in which such offer,
invitation or solicitation is unlawful. This announcement, the Scheme Document
and the accompanying Forms of Proxy have been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange, the AIM
Rules and the Takeover Code, and the information disclosed may not be the same
as that which would have been disclosed if this announcement had been prepared
in accordance with the laws of jurisdictions outside of England and Wales.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, neither this announcement nor the
Scheme Document will be made available, in whole or in part, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction. Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted Jurisdiction.

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

Additional information for US investors

The Acquisition relates to the shares of an English company with a quotation
on AIM and is being made by means of a scheme of arrangement provided for
under English company law. The scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure requirements and
practices applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of United States tender offer and
proxy solicitation rules.

Bidco reserves the right, subject to the prior consent of the Panel (where
necessary) and in accordance with the Co-operation Agreement, to elect to
implement the Acquisition by means of a Takeover Offer for the entire issued
and to be issued share capital of Curtis Banks not already held by Bidco, as
an alternative to the Scheme. If Bidco were to elect to implement the
Acquisition by means of a Takeover Offer, it would be made in compliance with
all applicable US laws and regulations, including Section 14(e) of the US
Exchange Act and Regulation 14E thereunder.

Financial information included in this announcement and the Scheme Document
has been or will be prepared in accordance with accounting standards
applicable in the United Kingdom that 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
United States.

The receipt of cash pursuant to the Acquisition by a US holder of Curtis Banks
Shares as consideration for the transfer of its Scheme Shares pursuant to the
Scheme may 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 Curtis Banks Shareholder is therefore urged to consult with independent
legal, tax and financial advisers in connection with making a decision
regarding the Acquisition.

It may be difficult for US holders of Curtis Banks Shares to enforce their
rights and any claim arising out of the US federal laws in connection with the
Acquisition, since Bidco and Curtis Banks are located in, and organised under
the laws of, a non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of Curtis
Banks 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 jurisdiction or judgement.

The information contained in this announcement and the Scheme Document has
neither been approved nor disapproved by the SEC or any US state securities
commission. Neither the SEC, nor any state securities commission, has passed
upon the fairness or merits of the Acquisition described in, nor upon the
accuracy or adequacy of the information contained in, this announcement or the
Scheme Document. Any representation to the contrary is a criminal offence in
the United States.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Securities Exchange Act of 1934, Bidco, certain affiliated companies and their
nominees or brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Curtis Banks Shares outside of the
US, other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn.
Also, in accordance with Rule 14e-5(b) of the US Securities Exchange Act of
1934, each of Evercore, Fenchurch, Peel Hunt and Singer Capital Markets
Securities Limited will continue to act as an exempt principal trader in
Curtis Banks Shares on the London Stock Exchange. If such purchases or
arrangements to purchase were to be made, they would occur either in the open
market at prevailing prices or in private transactions at negotiated prices
and comply with applicable law, including the US Securities Exchange Act of
1934. Any information about such purchases will be disclosed as required in
the UK, will be reported to the Regulatory News Service of the London Stock
Exchange and will be available on the London Stock Exchange website at
www.londonstockexchange.com.

Cautionary Note Regarding Forward-looking statements

This announcement (including information incorporated by reference into this
announcement), statements made regarding the Acquisition, and other
information to be published by Bidco, Nucleus and/or Curtis Banks, contain
statements which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and not based on
historical facts, but rather on current expectations and projections of the
management of Bidco, Nucleus and/or Curtis Banks 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 with respect to the financial condition, results of operations and
business of Curtis Banks and certain plans and objectives of Bidco and/or
Nucleus with respect thereto and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts and may use
words such as "anticipate", "target", "expect", "estimate", "forecast",
"intend", "plan", "budget", "scheduled" "goal", "believe", "hope", "aims",
"continue", "will", "may", "should", "would", "could", or other words of
similar meaning. These statements are based on assumptions and assessments
made by Curtis Banks and/or Bidco and/or Nucleus in light of their experience
and their perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their nature,
forward-looking statements involve known and unknown risk and uncertainty and
other factors which may cause actual results, performance or developments to
differ materially from those expressed in or implied by such, because they
relate to events and depend on circumstances that will occur in the future.
Although Bidco and/or Nucleus and/or Curtis Banks believe that the
expectations reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have been correct
and you are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. Neither Bidco nor Nucleus nor Curtis Banks assumes any
obligation to update or correct the information contained in this announcement
(whether as a result of new information, future events or otherwise), except
as required by applicable law.

There are a number of factors which could cause actual results and
developments to differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause actual results
to differ materially from those described in the forward-looking statements
include, but are not limited to: the ability to complete the Acquisition; the
ability to obtain requisite regulatory and shareholder approvals and the
satisfaction of other conditions on the proposed terms; changes in the global,
political, economic, business and competitive environments and in market and
regulatory forces; changes in future exchange and interest rates; changes in
tax rates; future business combinations or dispositions; changes in general
and economic business conditions; changes in the behaviour of other market
participants; the anticipated benefits of the Acquisition not being realised
as a result of changes in general economic and market conditions in the
countries in which Bidco, Nucleus and/or Curtis Banks operate; weak, volatile
or illiquid capital and/or credit markets; changes in the degree of
competition in the geographic and business areas in which Bidco, Nucleus
and/or Curtis Banks 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 expected, estimated or
projected in the forward-looking statements. If any one or more of these risks
or uncertainties materialises or if any one or more of the assumptions proves
incorrect, actual results may differ materially from those expected, estimated
or projected. Such forward-looking statements should therefore be construed in
the light of such factors.

Neither Bidco nor Nucleus nor Curtis Banks, 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 their announcement will actually occur.
Given the risks and uncertainties, you are cautioned not to place any reliance
on these forward-looking statements.

Other than in accordance with their legal or regulatory obligations, neither
Bidco nor Nucleus nor Curtis Banks is under any obligation, and Bidco, Nucleus
and Curtis Banks 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.

No profit forecasts or estimates

No statement in this announcement is intended 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 Curtis Banks for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
share for Curtis Banks.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
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 10(th) business day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30 pm
(London time) on the 10(th) business day following the announcement in which
any securities exchange offeror is first identified. Relevant persons who deal
in the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror, 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 Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

Right to switch to a Takeover Offer

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

Publication of this announcement on website

Pursuant to Rule 26 of the Takeover Code, a copy of this announcement will be
made available, free of charge, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Curtis Banks' website at
https://www.curtisbanks.co.uk/investors/pc-communications-library/ and on
Nucleus' website at
https://www.nucleusfinancialplatforms.com/our-recommended-acquisition-of-curtis-banks-group-plc
 by no later than 12:00 p.m. on the Business Day following this announcement.

For the avoidance of doubt, neither the contents of Curtis Banks' website, nor
those of Nucleus' website, nor those of any website accessible from hyperlinks
on either Curtis Banks' or Nucleus' websites, are incorporated into or form
part of this announcement.

Right to receive documents in hard copy form

In accordance with Rule 30.3 of the Takeover Code, Curtis Banks Shareholders,
persons with information rights and participants in the Curtis Banks Share
Plans may request a hard copy of this announcement by contacting Curtis Banks'
registrars, Computershare, by: (i) submitting a request in writing to
Computershare, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United
Kingdom; or (ii) calling +44 (0370) 707 1718. Calls are charged at the
standard geographical rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Phone lines are
open between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday
(excluding public holidays in England and Wales). Please note that
Computershare cannot provide any financial, legal or tax advice and calls may
be recorded and monitored for security and training purposes.

 

For any of such persons who receive a copy of this announcement in electronic
form, 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 them in relation to the Acquisition should be in
hard copy form.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
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