REG - Atlas Holdings LLC De La Rue PLC - Recommended Acquisition

De La RueAnnouncement

15/04/2025 07:02

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RNS Number : 9978E  Atlas Holdings LLC  15 April 2025

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

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

15 April 2025

 

RECOMMENDED ACQUISITION

by

ACR BIDCO LIMITED

(a company indirectly wholly-owned by funds managed and advised by Atlas FRM
LLC (d/b/a Atlas Holdings LLC))

of

DE LA RUE PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

Summary

 

·      The boards of directors of ACR Bidco Limited ("Bidco") and De La
Rue plc ("De La Rue") are pleased to announce that they have reached agreement
on the terms and conditions of a recommended all cash acquisition by Bidco of
the entire issued, and to be issued, ordinary share capital of De La Rue.

 

·      It is intended that the Acquisition will be implemented by way of
a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
(although Bidco reserves the right to effect the Acquisition by way of a
Takeover Offer, with the consent of the Takeover Panel and subject to the
terms of the Co-operation Agreement).

 

·      Under the terms of the Acquisition, which will be subject to the
Conditions, certain further terms set out in Appendix I and to the full terms
and conditions which will be set out in the Scheme Document, each De La Rue
Shareholder will be entitled to receive:

 

130 pence in cash per De La Rue Share

 

·      The Acquisition values the entire issued and to be issued share
capital of De La Rue at approximately £263 million.

 

·      The Acquisition Price represents a premium of approximately:

 

o  19 per cent. to the Closing Price of 110 pence per De La Rue Share on 11
December 2024 (being the last Business Day before the commencement of the
Offer Period);

 

o  38 per cent. to the Closing Price of 94 pence per De La Rue Share on 14
October 2024 (being the last Business Day before the announcement of the sale
of the Authentication Division); and

 

o  30 per cent. to the Volume Weighted Average Price during the ninety-day
period ended 11 December 2024 (being the last Business Day before the
commencement of the Offer Period).

 

·      If any dividend or other distribution in respect of the De La Rue
Shares is declared, paid or made on or after the date of this Announcement,
Bidco reserves the right to reduce the consideration payable for each De La
Rue Share under the terms of the Acquisition by the amount per De La Rue Share
of such dividend or distribution, in which case any reference in this
Announcement to the consideration payable under the terms of the Acquisition
will be deemed to be a reference to the consideration as so reduced. In such
circumstances, De La Rue Shareholders would be entitled to retain any such
dividend or distribution.

 

Background to and reasons for the Acquisition

 

·      Atlas believes that the acquisition of De La Rue represents an
attractive opportunity to build on its portfolio of manufacturing and key
infrastructure businesses.

 

·      Established 211 years ago, De La Rue is trusted by governments
and central banks, providing solutions that protect their supply chains and
cash cycles from counterfeiting and illicit trade. With operations in five
continents, customers in 140 countries and solutions that include advanced
track and trace software, security document design, banknotes, brand
protection labels, tax stamps, security features and passport bio-data pages,
De La Rue brings unparalleled knowledge and expertise to its partnerships and
projects.

 

·      De La Rue's business is currently made up of two reportable
divisions: Currency and Authentication. The Currency Division designs and
manufactures highly secure banknotes and banknote components that are
optimised for security, manufacturability, cash cycle efficacy and public
engagement. De La Rue is the only fully integrated provider of polymer
substrate, security features and banknotes, supplying to over half of the
issuing authorities around the world, and has a number of deep and trusted
relationships.

 

·      On 15 October 2024, De La Rue announced that it has entered into
an agreement to sell its Authentication Division, which (as announced on 7
April 2025) is expected to complete on 1 May 2025.

 

·      Atlas's core investment strategy is to acquire industrial
companies which have a clear "reason to exist", but which may be
under-appreciated by other owners or the public equity markets. Often this
involves companies operating in mature markets with cyclical cash flows and/or
limited growth prospects with which other investors are uncomfortable. De La
Rue (following the sale of its Authentication Division) will be an industry
leader, highly valued by its customers, but operates in a mature, competitive
and cyclical industry. Atlas believes that a company with this type of
earnings profile is best owned by a long-term investor which is prepared to
accept earnings cyclicality and a challenging end market outlook.

 

·      In addition, Atlas is experienced in investing in companies with
significant stakeholder relationships, such as that between De La Rue and the
Pension Trustee. As noted below, Atlas has entered into a Memorandum of
Understanding with the Pension Trustee which it believes offers excellent
protection to the members of the DLR DB Pension Scheme, while giving De La Rue
the ability to operate its business outside of its current capital
constraints, and operating alongside the support of a well-capitalised owner.

 

·      Atlas believes that bringing De La Rue under private ownership
will better position it for further investment, coupled with the benefits that
accrue from being part of a scaled, better capitalised and actively growing
business.

 

·      The Acquisition follows the announcement by De La Rue on 4
February 2025 that it had decided to launch a formal sale process which has
now successfully concluded. The Board of Directors of De La Rue carefully
reviewed a number of other proposals with its advisers during the course of
the formal sale process and has unanimously concluded that the Acquisition
achieves the Board's critical objective of delivering an outcome that
satisfactorily address the interests of all stakeholders.

 

Recommendation

 

·      The De La Rue Directors, who have been so advised by Deutsche
Numis as to the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing its advice to the De La
Rue Directors, Deutsche Numis has taken into account the commercial
assessments of the De La Rue Directors. Deutsche Numis is providing
independent financial advice to the De La Rue Directors for the purposes of
Rule 3 of the Code.

 

·      Accordingly, the De La Rue Directors intend to recommend
unanimously that the De La Rue Shareholders vote or procure votes in favour of
the Scheme at the Court Meeting and the Resolution to be proposed at the
General Meeting (or, subject to the terms of the Co-operation Agreement and
with the consent of the Takeover Panel, if Bidco exercises its right to
implement the Acquisition by way of a Takeover Offer, to accept such offer),
as the De La Rue Directors who hold De La Rue Shares (in a personal capacity
or through a nominee) have irrevocably undertaken to do in respect of their
own (and their connected persons') beneficial holdings of 690,912 De La Rue
Shares (representing, in aggregate, approximately 0.35 per cent. of the De La
Rue Shares in issue on 14 April 2025 (being the last Business Day prior to the
date of this Announcement)) as well as any De La Rue Shares that the De La Rue
Directors may acquire prior to the relevant time pursuant to the vesting or
exercise, as the case may be, of non-tax advantaged options/awards granted
under the De La Rue Share Plans.

 

Irrevocable undertakings and Letter of Intent

 

·      In addition to the irrevocable undertakings from the De La Rue
Directors referred to immediately above, Bidco has also received irrevocable
undertakings to vote or procure votes in favour of the Scheme at the Court
Meeting and the Resolution to be proposed at the General Meeting (or, if Bidco
exercises its right to implement the Acquisition by way of a Takeover Offer,
to accept such offer) from certain De La Rue Shareholders in respect of a
total of 57,203,443 De La Rue Shares (held in a personal capacity or through a
nominee) representing, in aggregate, approximately 29.13 per cent. of the De
La Rue Shares in issue on 14 April 2025 (being the last Business Day prior to
the date of this Announcement).

 

·      Bidco has also received a non-binding letter of intent from
Aberforth Partners LLP (acting on behalf of its discretionary clients) in
respect of, in aggregate, 21,249,043 De La Rue Shares representing
approximately 10.82 per cent. of the De La Rue Shares in issue on 14 April
2025 (being the last Business Day prior to the date of this Announcement),
confirming its intention to vote in favour of the Scheme.

 

·      In total therefore, as at the date of this Announcement, Bidco
has received irrevocable undertakings or a letter of intent to vote or procure
votes in favour of the Scheme at the Court Meeting and the Resolution to be
proposed at the General Meeting (or, if Bidco exercises its right to implement
the Acquisition by way of a Takeover Offer, to accept such offer) with respect
to a total of 79,143,398 De La Rue Shares (representing approximately 40.30
per cent. of the De La Rue Shares in issue on 14 April 2025 (being the last
Business Day prior to the date of this Announcement)) as well as any De La Rue
Shares that the De La Rue Directors may acquire prior to the relevant time
pursuant to the vesting or exercise, as the case may be, of non-tax advantaged
options/awards granted under the De La Rue Share Plans.

 

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

 

Information on Bidco and Atlas

 

·      Bidco is a private limited company incorporated in England and
Wales and is indirectly wholly-owned by funds managed and advised by Atlas.
Bidco was formed for the purposes of the Acquisition and has not traded since
its date of incorporation, nor has it entered into any obligations other than
in connection with the Acquisition.

 

·      Founded in 2002 and based in Greenwich, Connecticut, USA, Atlas
and its affiliates focus on long-term control investments in companies
operating across industrial sectors where it has domain expertise, including
printing, pulp and paper, automative components, food production, power
generation and construction. Presently, Atlas and its affiliates have control
investments in a diversified group of 27 manufacturing and distribution
businesses which generate combined revenues of approximately US$18 billion
annually and employ more than 57,000 people across 350 facilities worldwide.
Atlas and its operating partners are deeply experienced industrialists with
relationships and experience in Atlas's sectors of focus. Atlas has offices in
the US, the UK and the Netherlands.

 

Timetable and Conditions

 

·      It is intended that the Acquisition be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The
purpose of the Scheme is to provide for Bidco to acquire the entire issued and
to be issued share capital of De La Rue. The Scheme will be put to De La Rue
Shareholders at the Court Meeting and to De La Rue Shareholders at the General
Meeting. In order to become Effective, the Scheme must be approved by a
majority in number of the De La Rue Shareholders voting at the Court Meeting,
either in person or by proxy, representing at least 75 per cent. in value of
the Scheme Shares voted. The Resolution must also be approved by De La Rue
Shareholders at the General Meeting. The General Meeting is expected to be
held immediately after the Court Meeting.

 

·      The Scheme will also need to be sanctioned by the Court. Finally,
a copy of the Court Order must be delivered to the Registrar of Companies for
registration, upon which the Scheme will become Effective.

 

·      The Acquisition will be completed in accordance with the
requirements of the Code and is subject to the Conditions and certain further
terms set out in Appendix I, and to the full terms and conditions which will
be set out in the Scheme Document. The Conditions include the receipt of
regulatory approvals as further described in this Announcement.

 

·      It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting and the
General Meeting, together with the associated Forms of Proxy, will be posted
to De La Rue Shareholders within 28 days of this Announcement (or such later
time as De La Rue, Bidco and the Takeover Panel agree) and the Court Meeting
and the General Meeting are each expected to be held as soon as possible
thereafter, giving the required notice for such meetings.

 

·      The Acquisition is currently expected to be completed during the
third quarter of 2025, subject to the satisfaction or (where applicable)
waiver of the Conditions. An expected timetable of key events relating to the
Acquisition will be provided in the Scheme Document.

 

Commenting on the Acquisition, Peter Bacon of Atlas, said:

 

"We are pleased to receive the unanimous recommendation from the Board of
Directors of De La Rue for our offer, and look forward to welcoming De La Rue,
its management and employees to the Atlas family. In De La Rue, we see a
company that is an industry leader, but one which has faced multiple
challenges in recent years. We believe that our strategic resources and
capital will be able to support and enhance the De La Rue business going
forward. As a private company, not bound by periodic public reporting, we will
be able to focus on the optimal long-term strategy for De La Rue."

Commenting on the Acquisition, Clive Whiley, Chairman of De La Rue, said:

"I am very pleased for all De La Rue stakeholders today.  In a little under
two years since I joined De La Rue, we have made profound changes which have
benefitted all stakeholders. This offer from Atlas being announced today is
the final step in this successful process - through the stabilisation of that
initial position, the strategic review and transactional action plan, and
culminating in the disposal of the Authentication Division and ultimately this
cash offer - securing full and complete value realisation and security for all
of today's stakeholders across our financiers, pension trust, employees and
shareholders.  I wish to thank them all for their support through this period
and I know that under Atlas ownership, De La Rue has a strong and stable
future ahead."

Commenting on the Acquisition, Clive Vacher, Chief Executive Officer of De La Rue, said:

"De La Rue has undergone a fundamental transformation since 2020, in which we
have successfully delivered on our Turnaround Plan to create more efficient
and agile operations, while enhancing profitability in our industry-leading
Currency business as demonstrated by the strength of our order book. Atlas is
the right partner to take De La Rue into its next phase of growth. Most
importantly, under Atlas's ownership we can ensure long-term stability for our
customers and our people, and best position the business for its next chapter.
I look forward to working closely with Atlas and both our teams to deliver on
this exciting opportunity for De La Rue."

 

This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and its Appendices. In particular, the Acquisition
is subject to the Conditions and certain further terms set out in Appendix I
and to the full terms and conditions which will be set out in the Scheme
Document. Appendix II contains details of sources of information and bases of
calculation contained in this Announcement. Appendix III contains certain
details relating to the irrevocable undertakings and the letter of intent
referred to in this Announcement. Appendix IV contains definitions of certain
terms used in this Announcement.

 

Enquiries:

 

 De La Rue                                                     +44 (0)7990 337707
 Clive Whiley, Chairman
 Clive Vacher, Chief Executive Officer
 Louise Rich, Head of Investor Relations

 Deutsche Numis (Sole Financial Adviser and Corporate Broker)  +44 (0)207 260 1000
 Jonathan Wilcox
 Luke Bordewich

 Kevin Cruickshank
 Raed El Dana

 Investec (Joint Broker)                                       +44 (0)207 597 5970
 David Anderson

 Charlotte Young

 Brunswick                                                     +44 (0)207 404 5959
 Stuart Donnelly
 Ed Brown

 Atlas and Bidco                                               via FTI Consulting
 Peter Bacon
 Daniel Merriam

 Lazard (Financial Adviser to Atlas and Bidco)                 +44 (0)207 187 2000
 David Weinberg
 Tegh Summy

 FTI Consulting (PR Adviser to Atlas and Bidco)                +44 (0)20 3727 1340
 Alex Le May
 Edward Bridges
 Alex Davis

 

King & Spalding International LLP are retained as legal advisers to Atlas
and Bidco.

 

Bird & Bird LLP are retained as legal advisers to De La Rue.

 

Important Notices

 

Numis Securities Limited ("Deutsche Numis"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for De La Rue and no one else in connection with the Acquisition
and will not regard any other person as its client in relation to the
Acquisition and will not be responsible to anyone other than De La Rue for
providing the protections afforded to clients of Deutsche Numis, nor for
providing advice in relation to the Acquisition or any matter referred to
herein. Neither Deutsche Numis nor any of its affiliates (nor any of their
respective directors, officers, employees or agents), owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Deutsche Numis in connection with this announcement, any
statement contained herein or otherwise.

 

Investec Bank plc ("Investec"), which is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the FCA and the
Prudential Regulation Authority, is acting exclusively for De La Rue and no
one else in connection with the subject matter of this announcement and will
not be responsible to anyone other than De La Rue for providing the
protections afforded to the clients of Investec, or for providing advice in
connection with the subject matter of this announcement. Neither Investec 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 Investec in connection with the with the subject matter of this
announcement, any statement contained herein or otherwise.

 

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively as
financial adviser to Atlas and Bidco and no one else in connection with the
Acquisition and will not be responsible to anyone other than Atlas and Bidco
for providing the protections afforded to clients of Lazard nor for providing
advice in relation to the Acquisition or any other matters referred to in this
announcement. Neither Lazard 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 Lazard in connection with this announcement, any statement
contained herein or otherwise.

 

This announcement is for information purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation
of an offer to buy any securities, pursuant to the Acquisition or otherwise.
The Acquisition shall be made solely by means of the Scheme Document which,
together with the Forms of Proxy, shall contain the full terms and conditions
of the Acquisition, including details of how to vote in respect of the
Acquisition.

 

This Announcement has been prepared in accordance with and for the purpose of
complying with English law, the Code, the UK Listing Rules, the Market Abuse
Regulation (EU) No 596/2014 as it forms part of UK law ("UK MAR") and the
Market Abuse Regulation (EU) No 596/2014 ("MAR"), the Disclosure Guidance and
Transparency Rules and the information disclosed may not be the same as that
which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom.

 

De La Rue shall prepare the Scheme Document to be distributed to De La Rue
Shareholders. De La Rue and Bidco urge De La Rue Shareholders to read the
Scheme Document when it becomes available because it shall contain important
information relating to the Acquisition.

 

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

 

Overseas Shareholders

 

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

 

Any failure to comply with the applicable legal or regulatory requirements may
constitute a violation of the laws and/or regulations of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility and
liability for the violation of such restrictions by any person. This
Announcement has been prepared in accordance with and for the purpose of
complying 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.

 

Further details in relation to Overseas Shareholders will be included in the
Scheme Document (or, if the Acquisition is implemented by way of an Offer, the
Offer Document).

 

Notice to US De La Rue Shareholders

 

The Acquisition will not be made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign commerce of, or
any facility of a national, state or other securities exchange of, a
Restricted Jurisdiction, and the Acquisition will not be capable of acceptance
by any such use, means, instrumentality or facility or from within a
Restricted Jurisdiction. Accordingly, copies of this Announcement and formal
documentation relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded or distributed in, into
or from a Restricted Jurisdiction and persons receiving this Announcement
(including custodians, nominees and trustees) must not distribute or send it
into or from a Restricted Jurisdiction. In the event that the Acquisition is
implemented by way of a Takeover Offer and extended into the US, Bidco will do
so in satisfaction of the procedural and filing requirements of US securities
laws at that time, to the extent applicable thereto.

 

The Acquisition relates to the shares of a company incorporated in England and
it is proposed to be made by means of a scheme of arrangement provided for
under English law. The Scheme will relate to the shares of a UK company that
is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange
Act. A transaction effected by means of a scheme of arrangement is not subject
to any shareholder vote, proxy solicitation and tender offer rules under the
US Exchange Act. Accordingly, the Scheme is subject to the disclosure
requirements and practices applicable in the UK to schemes of arrangement,
which differ from the disclosure requirements and practices of US shareholder
vote, proxy solicitation or tender offer rules. Financial information included
in the relevant documentation will have been prepared in accordance with
accounting standards applicable in the UK and may not be comparable to the
financial information of, or the accounting standards applicable to, US
companies. However, if Bidco were to elect to implement the Acquisition by
means of a Takeover Offer, such Takeover Offer shall be made in compliance
with all applicable laws and regulations, including section 14(e) of the US
Exchange Act and Regulation 14E thereunder, if applicable. Such Takeover Offer
would be made in the US by Bidco and no one else. In addition to any such
Takeover Offer, Bidco, certain affiliated companies and the nominees or
brokers (acting as agents) may make certain purchases of, or arrangements to
purchase, shares in De La Rue outside such Takeover Offer during the period in
which such Takeover Offer would remain open for acceptance. If such purchases
or arrangements to purchase are made they would be made outside the United
States in compliance with applicable law, including the US Exchange Act. It
may be difficult for a US-based investor to enforce his or her rights and any
claim he or she may have arising under US securities laws, since the Scheme
relates to the shares of a company located in the UK, and some or all of its
officers and directors may be residents of non-US jurisdictions. A US-based
investor may not be able to sue a company located in the UK, or its officers
or directors, in a foreign court for alleged violations of US securities laws,
and it may be difficult to compel a foreign company and its affiliates to
subject themselves to a US court's judgment.

 

Forward-looking statements

 

This Announcement, oral statements made regarding the Acquisition, and other
information published by De La Rue, Bidco, and Atlas may contain certain
"forward-looking statements" with respect to De La Rue, Bidco, and Atlas.
These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "will", "may", "should", "would", "could"
or other words or terms of similar meaning or the negative thereof.
Forward-looking statements include statements relating to, for example, the
following: (i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management strategies
of Atlas and/or Bidco and the expansion and growth of De La Rue and potential
synergies resulting from the Acquisition; and (iii) the effects of government
regulation on the business of De La Rue.

 

These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
developments to differ materially from those expressed in or implied by such
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding present and future strategies and environments.
None of Atlas, Bidco or De La Rue, nor any of their respective associates,
directors, officers, employees 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.
Undue reliance should not be placed on such forward-looking statements, which
speak only as of the date of this Announcement. All subsequent oral or written
forward-looking statements attributable to Atlas, Bidco or De La Rue or any
person acting on their behalf are expressly qualified in their entirety by the
cautionary statement above. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this Announcement. None of Atlas,
Bidco or De La Rue assume any obligation to update publicly or revise
forward-looking or other statements contained in this Announcement, whether as
a result of new information, future events or otherwise, except to the extent
legally required.

 

No profit forecasts or estimates

 

No statement in this Announcement is intended as a profit forecast or estimate
for De La Rue in respect of any period and no statement in this Announcement
should be interpreted to mean that earnings or earnings per De La Rue Share
for the current or future financial years would necessarily match or exceed
the historical published earnings or earnings per De La Rue Share.

 

Right to switch to a Takeover Offer

 

Subject to the terms of the Co-operation Agreement, Bidco reserves the right
to elect, with the consent of the Takeover Panel, to implement the Acquisition
by way of a Takeover Offer for the entire issued and to be issued share
capital of De La Rue as an alternative to the Scheme. In such an event, the
Takeover Offer will be made in accordance with the terms and conditions set
out in this Announcement which would apply to the Scheme (with any
modifications or amendments to such terms and conditions as may be required by
the Takeover Panel or which are necessary as a result of Bidco's election to
implement the Acquisition by way of a Takeover Offer), in accordance with the
Co-operation Agreement and subject to the amendments referred to in Part C of
Appendix I to this Announcement.

 

Publication on website

 

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be
made available (subject to certain restrictions relating to persons resident
in Restricted Jurisdictions), free of charge, on De La Rue's website at
https://www.delarue.com/offer-microsite-disclaimer and on Bidco's website at
https://www.atlasholdingsllc.com/uk/atlas-offer.html by no later than 12:00
noon on the Business Day following this Announcement. Neither the contents of
this website nor the content of any other website accessible from hyperlinks
on such websites is incorporated into, or forms part of, this Announcement.

 

Requesting hard copies

 

In accordance with Rule 30.3 of the Code, a person so entitled may request a
hard copy of this Announcement, free of charge, by contacting De La Rue's
registrar, Computershare Investor Services PLC on +44 (0)370 703 6375. Calls
are charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9:00 a.m. to 5:30 p.m., Monday to Friday
excluding public holidays in England and Wales.  Please note that
Computershare Investor Services PLC cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and training
purposes.

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

 

Electronic communications - information for De La Rue Shareholders

 

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

 

Rounding

 

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

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of: (i) the offeree company;
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m.
(BST) on the 10th business day following the commencement of the offer period
and, if appropriate, by no later than 3:30 p.m. (BST) on the 10th business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

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

 

Announcement not a prospectus

 

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

 

Private purchases

 

De La Rue Shareholders should be aware that Bidco may purchase De La Rue
Shares otherwise than under the Scheme or any Takeover Offer, including
pursuant to privately negotiated purchases.

 

Independent advice

 

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

 

Rule 2.9 of the Code

 

For the purposes of Rule 2.9 of the Code, De La Rue confirms that, as at the
date of this Announcement, it had in issue 196,391,787 ordinary shares of
£0.448686 each. No shares are held in treasury. The ISIN for the ordinary
shares is GB00B3DGH821.

 

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

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

15 April 2025

 

RECOMMENDED ACQUISITION

by

ACR BIDCO LIMITED

(a company indirectly wholly-owned by funds managed and advised by Atlas FRM
LLC (d/b/a Atlas Holdings LLC))

of

DE LA RUE PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

1.       Introduction

 

The boards of directors of Bidco and De La Rue are pleased to announce that
they have reached agreement on the terms and conditions of a recommended all
cash acquisition by Bidco of the entire issued, and to be issued, ordinary
share capital of De La Rue.

It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act (although
Bidco reserves the right to effect the Acquisition by way of a Takeover Offer,
subject to the consent of the Panel and the terms of the Co-operation
Agreement). The Conditions to the Acquisition are set out in full in Appendix
1 to this Announcement.

 

2.       The Acquisition

 

Under the terms of the Acquisition, which will be subject to the Conditions,
certain further terms set out in Appendix I and to the full terms and
conditions which will be set out in the Scheme Document, each De La Rue
Shareholder will be entitled to receive:

 

130 pence in cash per De La Rue Share

 

·           The Acquisition values the entire issued and to be
issued share capital of De La Rue at approximately £263 million.

 

·           The Acquisition Price represents a premium of
approximately:

 

‒      19 per cent. to the Closing Price of 110 pence per De La Rue
Share on 11 December 2024 (being the last Business Day before the commencement
of the Offer Period);

 

‒      38 per cent. to the Closing Price of 94 pence per De La Rue
Share on 14 October 2024 (being the last Business Day before the announcement
of the proposed sale of the Authentication Division); and

 

‒      30 per cent. to the Volume Weighted Average Price during the
ninety-day period ended 11 December 2024 (being the last Business Day before
the commencement of the Offer Period).

 

The De La Rue Shares will be acquired by Bidco with full title guarantee,
fully paid and free from all liens, equitable interests, charges,
encumbrances, rights of pre-emption and any other third party rights or
interests whatsoever and together with all rights existing at the date of this
Announcement or thereafter attaching thereto, including (without limitation)
the right to receive and retain, in full, all dividends and other
distributions (if any) declared, made or paid or any other return of capital
(whether by way of reduction of share capital or share premium account or
otherwise) made on or after the Effective Date in respect of the De La Rue
Shares.

 

If any dividend or other distribution in respect of the De La Rue Shares is
declared, paid or made on or after the date of this Announcement, Bidco
reserves the right to reduce the consideration payable for each De La Rue
Share under the terms of the Acquisition by the amount per De La Rue Share of
such dividend or distribution, in which case any reference in this
Announcement to the consideration payable under the terms of the Acquisition
will be deemed to be a reference to the consideration as so reduced. In such
circumstances, De La Rue Shareholders would be entitled to retain any such
dividend or distribution.

 

3.       Background to and reasons for the Acquisition

 

Atlas believes that the acquisition of De La Rue represents an attractive
opportunity to build on its portfolio of manufacturing and key infrastructure
businesses.

 

Atlas's core investment strategy is to acquire industrial companies which have
a clear "reason to exist", but which may be under-appreciated by other owners
or the public equity markets. Often this involves companies operating in
mature markets with cyclical cash flows and/or limited growth prospects with
which other investors are uncomfortable. De La Rue (following the sale of its
Authentication Division) will be an industry leader, highly valued by its
customers, but operates in a mature, competitive and cyclical industry. Atlas
believes that a company with this type of earnings profile is best owned by a
long-term investor which is prepared to accept earnings cyclicality and a
challenging end market outlook.

 

In addition, Atlas is experienced in investing in companies with significant
stakeholder relationships, such as that between De La Rue and the Pension
Trustee. As noted below, Atlas has entered into a Memorandum of Understanding
with the Pension Trustee which it believes offers excellent protection to the
members of the DLR DB Pension Scheme, while giving De La Rue the ability to
operate its business outside of its current capital constraints, and operating
alongside the support of a well-capitalised owner.

 

Atlas believes that bringing De La Rue under private ownership will better
position it for further investment, coupled with the benefits that accrue from
being part of a scaled, better capitalised and actively growing business.

 

The Acquisition follows the announcement by De La Rue on 4 February 2025 that
it had decided to launch a formal sale process which has now successfully
concluded. The Board of Directors of De La Rue carefully reviewed a number of
other proposals with its advisers during the course of the formal sale process
and has unanimously concluded that the Acquisition achieves the Board's
critical objective of delivering an outcome that satisfactorily address the
interests of all stakeholders.

 

4.       Background to and reasons for the recommendation

 

Clive Whiley was appointed Chairman of the Board of De La Rue in May 2023.
Following his appointment, he led the Board's detailed review of the core
strategic strengths of the De La Rue Group. That review determined how best to
optimise the underlying intrinsic value of the De La Rue Group's businesses
for the benefit of all stakeholders, taking into account the three-year
turnaround programme launched in 2020, the consequential cash costs and
leverage position at that time, and the subsequent improving outlook for the
De La Rue Group as a whole.  As set out in the announcement of 30 May 2024,
the De La Rue Board therefore examined the strategic options for the De La Rue
Group and each division.

 

On 15 October 2024, the De La Rue Group announced the proposed sale of De La
Rue's Authentication Division to Crane NXT at an enterprise value of £300m,
unlocking the intrinsic value of that division. As previously announced, when
the Authentication Sale completes on 1 May 2025, the proceeds will be used to
repay and cancel the De La Rue Group's revolving credit facility, resulting in
a net cash position, and, through the payment of the agreed £30m pension
deficit repair contribution, materially reduce the outstanding deficit on the
Pension Scheme.  This will enhance the financial condition of the Continuing
Group, and the net cash position and the £30m deficit repair contribution
will significantly de-risk the employer covenant provided by the De La Rue
Group to the DLR DB Pension Scheme. This announcement does not impact the
terms of or timeline for the Authentication Sale and the Acquisition is not
conditional upon completion of the Authentication Sale.

 

Following completion of the Authentication Sale, the Continuing Group will
consist of the profitable Currency Division, a market leader in its field.
With net cash and the ability to make further efficiency savings, the De La
Rue Board believes the Currency Division will continue to meet the needs of
customers, providing market leading currency solutions and driving future cash
generation and profitability for the Continuing Group.  Whilst a leader in
its field and operating in a large and attractive industry, the market the
Currency Division operates in is both cyclical and competitive. Currently the
Currency Division is benefitting from a cyclical upswing, as evidenced by its
strong and growing order book which will convert into strong revenues over
quarters to come. The Continuing Group will also benefit from the
consequential improvements arising from the successful restructuring,
streamlining and efficiency programmes undertaken over the last five years.
At the same time, the Continuing Group will remain a smaller business in the
context of both the scale and capacity of its balance sheet (taking into
account both the working capital cycle and the necessary levels of capital
intensity in such a cyclical business) and the Company's position in the
smaller end of the UK public equity market.

 

Following on from the announcement of 30 May 2024, the De La Rue Board had,
over a period of months, received approaches from and commenced discussions
with various potential transactional counterparties in relation to the
Authentication Division and Currency Division.  Latterly this included
preliminary approaches regarding potential cash offers for the Continuing
Group as a whole. Consequently, the Board concluded it would be appropriate to
investigate the sale of the Company more formally alongside the potential sale
of the Currency Division and commenced a "Formal Sale Process" for the Company
on 4 February 2025.

 

Bidco's offer at the Acquisition Price of 130 pence per De La Rue Share
represents the most attractive proposal that the De La Rue Board received,
both in terms of price and executability. Accordingly, the De La Rue Board
believes that the Acquisition Price is at a level that it can unanimously
recommend to De La Rue Shareholders. Throughout the process, Atlas
demonstrated an understanding of the Company and an ability to address the
requirements of all the De La Rue Group's stakeholders and to move quickly and
efficiently, with limited disruption to the business.

 

While post the Authentication Sale the De La Rue Board is confident in the
long-term prospects of the business as an independent listed company, it has
also considered the attraction to De La Rue Shareholders of the Cash
Consideration due under the terms of the Acquisition: both against the
improved outlook for the Continuing Group and the backdrop of near-term
macroeconomic uncertainty.

 

In evaluating the financial terms of the Acquisition, and determining whether
the De La Rue Board should recommend Bidco's proposal to De La Rue
Shareholders, the De La Rue Board has considered a number of factors, taking
into account:

 

·           Bidco's offer of an Acquisition Price of 130 pence per
De La Rue Share which represents a material premium to both recent and
long-term trading levels of De La Rue Shares:

 

‒      A premium of 19 per cent. to the Closing Price of 110 pence per
De La Rue Share on 11 December 2024 (being the last Business Day before the
commencement of the Offer Period);

 

‒      A premium of 38 per cent. to the Closing Price of 94 pence per
De La Rue Share on 14 October 2024 (being the last Business Day before the
announcement sale of the Authentication Division); and

 

‒      A premium 30 per cent. to the Volume Weighted Average Price
during the ninety-day period ended 11 December 2024 (being the last Business
Day before the commencement of the Offer Period).

 

·           the all-cash consideration being offered pursuant to
the Acquisition, which provides De La Rue Shareholders with the opportunity to
realise the value of their investment for all of their De La Rue Shares upon
completion of the Acquisition;

 

·           the limited liquidity of De La Rue Shares presents a
challenge for De La Rue Shareholders to otherwise monetise their holdings;

 

·           the certainty of the Cash Consideration under the
Acquisition should be weighed against the inherent uncertainty of realising
the value that exists in the business in the future, given a near-term
uncertain macroeconomic climate both in the UK and globally, the competitive
landscape and the historically cyclical currency market; and

 

·           De La Rue Shareholders, representing in aggregate
approximately 40.30 per cent. of De La Rue's issued share capital, having
provided irrevocable undertakings or a letter of intent to vote in favour of
the Acquisition at the Court Meeting and General Meeting (or, if the
Acquisition is implemented by way of an offer, to accept such offer).

 

In addition to the financial terms of the Acquisition, in its evaluation of
Bidco as a suitable owner of De La Rue, the De La Rue Board has taken into
account Bidco's support and intentions for the business, its employees and
pension scheme. In addition, the De La Rue Board notes that the Pension
Trustee has reached agreement with Bidco in relation to future treatment of
the DLR DB Pension Scheme.

 

The De La Rue Board believes the Acquisition represents an attractive
opportunity which will provide a positive outcome for all De La Rue
stakeholders, including employees, pension beneficiaries and customers, as
well as Shareholders. The De La Rue Directors believe that an acquisition by
Atlas brings strategic benefits, noting Atlas's intention to support De La Rue
by making use of its industry expertise. In addition, the De La Rue Directors
acknowledge the benefits of private ownership, particularly for companies in
cyclical industries that are at the smaller end of the investable universe for
public market investors.

 

Accordingly, following careful consideration of the above factors, the De La
Rue Directors are pleased to confirm their intention to recommend unanimously
that De La Rue Shareholders vote in favour of the Acquisition at the Court
Meeting and in favour of the Resolution(s) to be proposed at the General
Meeting (or, in the event the Acquisition is implemented by way of an offer,
to accept or procure acceptance of such offer), as the De La Rue Directors
have irrevocably undertaken to do in respect of their own De La Rue Shares,
including for any De La Rue Shares that De La Rue Directors acquire pursuant
to non-tax advantaged options/awards granted under the De La Rue Share Plans.

 

5.       Recommendation

 

The De La Rue Directors, who have been so advised by Deutsche Numis as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice to the De La Rue Directors,
Deutsche Numis has taken into account the commercial assessments of the De La
Rue Directors. Deutsche Numis is providing independent financial advice to the
De La Rue Directors for the purposes of Rule 3 of the Code.

 

Accordingly, the De La Rue Directors intend to recommend unanimously that the
De La Rue Shareholders vote or procure votes in favour of the Scheme at the
Court Meeting and the Resolution to be proposed at the General Meeting (or,
subject to the terms of the Co-operation Agreement and with the consent of the
Takeover Panel, if Bidco exercises its right to implement the Acquisition by
way of a Takeover Offer, to accept such offer), as the De La Rue Directors who
hold De La Rue Shares (in a personal capacity or through a nominee) have
irrevocably undertaken to do in respect of their own (and their connected
persons') beneficial holdings of 690,912 De La Rue Shares (representing, in
aggregate, approximately 0.35 per cent. of the De La Rue Shares in issue on 14
April 2025 (being the last Business Day prior to the date of this
Announcement)), as well as any De La Rue Shares that the De La Rue Directors
may acquire prior to the relevant time pursuant to the vesting or exercise, as
the case may be, of non-tax advantaged options/awards granted under the De La
Rue Share Plans.

 

Further details of these irrevocable undertakings are set out below and in
Appendix III to this Announcement.

 

6.       Conditions

 

The Acquisition is conditional, amongst other things, upon:

 

a)       the approval of the Scheme by a majority in number representing
not less than 75 per cent. in value of the Scheme Shareholders entitled to
vote and present and voting, either in person or by proxy, at the Court
Meeting (or at any adjournment, postponement or reconvention of such meeting)
on or before the 22nd day after the expected date of the Court Meeting to be
set out in the Scheme Document in due course (or such later date as may be
agreed between Bidco and De La Rue and the Court may allow);

 

b)       the passing of the Resolution necessary to implement the Scheme
by the requisite majority at the General Meeting to be held on or before the
22nd day after the expected date of the General Meeting to be set out in the
Scheme Document (or such later date, if any, as Bidco and De La Rue may agree
and the Court may allow);

 

c)       satisfaction of the NSIA Condition; and

 

d)       satisfaction of the NFDISO Condition.

 

The attention of De La Rue Shareholders is drawn to the fact that the
Acquisition is also conditional on other Conditions and certain further terms
set out in Appendix I and to the full terms and conditions which will be set
out in the Scheme Document.

 

The Scheme Document, along with the notice of the Court Meeting and the
General Meeting and the Forms of Proxy will be despatched to De La Rue
Shareholders within 28 days of the date of this Announcement, unless Bidco and
De La Rue otherwise agree, and the Takeover Panel consents, to a later date.

 

7.       Irrevocable undertakings and Letter of Intent

 

Bidco has received irrevocable undertakings to vote or procure votes in favour
of the Scheme at the Court Meeting and the Resolution to be proposed at the
General Meeting (or, if Bidco exercises its right to implement the Acquisition
by way of a Takeover Offer, to accept such offer) from those of the De La Rue
Directors who hold De La Rue Shares (in a personal capacity or through a
nominee) in respect of their (and their connected persons') entire beneficial
holdings of De La Rue Shares, amounting, in aggregate, to 690,912 De La Rue
Shares (representing, in aggregate, approximately 0.35 per cent. of the De La
Rue Shares in issue on 14 April 2025 (being the last Business Day prior to the
date of this Announcement)), as well as any De La Rue Shares that the De La
Rue Directors may acquire prior to the relevant time pursuant to the vesting
or exercise, as the case may be, of non-tax advantaged options/awards granted
under the De La Rue Share Plans.

 

In addition to the irrevocable undertakings from the De La Rue Directors,
Bidco has also received irrevocable undertakings to vote or procure votes in
favour of the Scheme at the Court Meeting and the Resolution to be proposed at
the General Meeting (or, if Bidco exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept such offer) from certain De
La Rue Shareholders, in respect of a total of 57,203,443 De La Rue Shares
(held in a personal capacity or through a nominee) representing, in aggregate,
approximately 29.13 per cent. of the De La Rue Shares in issue on 14 April
2025 (being the last Business Day prior to the date of this Announcement).

 

Bidco has also received a non-binding letter of intent from Aberforth Partners
LLP (acting on behalf of its discretionary clients) in respect of, in
aggregate, 21,249,043 De La Rue Shares representing approximately 10.82 per
cent. of the De La Rue Shares in issue on 14 April 2025 (being the last
Business Day prior to the date of this Announcement), confirming its intention
to vote in favour of the Scheme.

 

In total therefore, as at the date of this Announcement, Bidco has received
irrevocable undertakings or a letter of intent to vote or procure votes in
favour of the Scheme at the Court Meeting and the Resolution to be proposed at
the General Meeting (or, if Bidco exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept such offer) with respect to
a total of 79,143,398 De La Rue Shares (representing approximately 40.30 per
cent. of the De La Rue Shares in issue on 14 April 2025 (being the last
Business Day prior to the date of this Announcement)) as well as any De La Rue
Shares that the De La Rue Directors may acquire prior to the relevant time
pursuant to the vesting or exercise, as the case may be, of non-tax advantaged
options/awards granted under the De La Rue Share Plans.

 

Further details of these irrevocable undertakings (including details of the
circumstances in which they cease to be binding) and the letter of intent are
set out in Appendix III to this Announcement.

 

8.       Information on Bidco and Atlas

 

Bidco

 

Bidco is a private limited company incorporated in England and Wales and is
indirectly wholly-owned by funds managed and advised by Atlas. Bidco was
formed for the purposes of the Acquisition and has not traded since its date
of incorporation, nor has it entered into any obligations other than in
connection with the Acquisition.

 

Further details in relation to Bidco will be contained in the Scheme Document.

 

Atlas

 

Founded in 2002 and based in Greenwich, Connecticut, USA, Atlas and its
affiliates focus on long-term control investments in companies operating
across industrial sectors where it has domain expertise, including printing,
pulp and paper, automative components, food production, power generation and
construction. Presently, Atlas and its affiliates have control investments in
a diversified group of 27 manufacturing and distribution businesses which
generate combined revenues of approximately US$18 billion annually and employ
more than 57,000 people across 350 facilities worldwide. Atlas and its
operating partners are deeply experienced industrialists with relationships
and experience in Atlas's sectors of focus. Atlas has offices in the US, the
UK and the Netherlands.

 

9.       Information on De La Rue

 

Established 211 years ago, De La Rue is trusted by governments and central
banks, providing solutions that protect their supply chains and cash cycles
from counterfeiting and illicit trade. With operations in five continents,
customers in 140 countries and solutions that include advanced track and trace
software, security document design, banknotes, brand protection labels, tax
stamps, security features and passport bio-data pages, De La Rue brings
unparalleled knowledge and expertise to its partnerships and projects.

 

De La Rue's business is currently made up of two reportable divisions:
Currency and Authentication. The Currency Division designs and manufactures
highly secure banknotes and banknote components that are optimised for
security, manufacturability, cash cycle efficacy and public engagement. De La
Rue is the only fully integrated provider of polymer substrate, security
features and banknotes, supplying to over half of the issuing authorities
around the world and has a number of deep and trusted relationships.

 

On 15 October 2024, De La Rue announced that it has entered into an agreement
to sell its Authentication Division, which (as announced on 7 April 2025) is
expected to complete on 1 May 2025.

 

10.     Management, employees, pension scheme, research and development
and locations of the De La Rue Group

 

Strategic plans for De La Rue

Atlas has a successful track record of managing acquired businesses and
building on their success. Atlas is confident in the overall prospects of De
La Rue's business and its position in the global currency industry, and is
excited to partner with the De La Rue management team to develop the quality
of its customer offering and to grow the De La Rue business in the longer
term.

Prior to the date of this Announcement, consistent with market practice, Bidco
has been granted access to De La Rue's senior management team and has been
provided with customary information for the purpose of undertaking
confirmatory due diligence on a compressed timeline. As a result, its
assessment of the opportunities for De La Rue (as detailed below) is based on
its own outside-in perspectives, industry benchmarks and publicly available
information.

Following completion of the Acquisition, neither Atlas nor Bidco expect there
to be any impact on the strategic plans, management, employees and locations
of either Atlas's or Bidco's existing business.

Research and development

 

As an industry leader in the design and production of banknotes, De La Rue
throughout its long history has invested in research and development to keep
the company on the leading edge of technologies which protect banknotes from
the threat of counterfeiting, and in the case of polymer substrate, to prolong
the useful life of bank notes. Atlas intends to support the management of De
La Rue in continuing its practice of investing in research and development to
maintain its industry leading position.

 

Employees and management

 

Bidco and Atlas prioritise, above all other aims, providing their employees
with safe working environments and respecting the contribution made by every
one of the 57,000 associates who work in Atlas owned companies. Bidco and
Atlas attach great importance to the skill and experience of De La Rue's
management and employees and recognise their important contribution to what
has been achieved by De La Rue as a business. Bidco confirms that, following
completion of the Acquisition, the existing contractual and statutory
employment rights of De La Rue employees will be safeguarded in accordance
with applicable law.

 

Bidco does not intend to make any material changes to the balance of skills
and functions of employees and management of De La Rue.

 

In anticipation of the sale of the Authentication Division, the management of
De La Rue has already embarked on a process to adjust staffing levels required
to support a smaller group with only one operating division. Bidco and Atlas
support these plans. In addition, Bidco and Atlas believe that a limited
number of other functions will no longer be required once the Company ceases
to be listed. In aggregate as a result of these actions it is likely that
there will be a reduction in De La Rue's overall headcount of approximately 4
per cent. The finalisation and implementation of any workforce reductions will
be subject to comprehensive planning and engagement with employees and
consultation with employee representatives as required by applicable local
law. Any individuals affected will be treated in a manner consistent with the
high standards, culture and practices of both De La Rue and Atlas.

 

Other than these plans to reduce certain support functions, Bidco and Atlas
have no current plans for any major reorganisation of De La Rue or any
material headcount reductions.

 

It is intended that, upon completion of the Acquisition, each of the
non-executive De La Rue Directors will resign as a De La Rue Director.

 

Pensions

 

De La Rue currently operates the DLR DB Pension Scheme, a defined benefits
pension scheme which was closed to accrual in 2013. The Acquisition will not
impact the rights of beneficiaries in this scheme. As at 31 December 2024, the
DLR DB Pension Scheme had a net deficit on a technical provisions basis of
£68.9 million. In relation to the DLR DB Pension Scheme, De La Rue has an
existing agreement with the Pension Trustee board pursuant to which De La Rue
has agreed to make a payment of £30 million from the proceeds of the sale of
the Authentication Division, and to increase contributions already payable by
a further £12.5 million over the period ending 5 April 2027. Atlas has held
constructive discussions with the Pension Trustee and can confirm that Atlas
and the Pension Trustee have entered into a legally binding Memorandum of
Understanding dated 10 April 2025 relating to the future funding of the DLR DB
Pension Scheme. The key terms of the Memorandum of Understanding are detailed
in paragraph 12 below.

 

In addition, De La Rue operates defined contribution plans. Bidco does not
intend to change the current contribution arrangements for these defined
contribution plans.

 

Incentive arrangements

 

Following the Scheme becoming Effective, Bidco intends to review De La Rue's
management and employee incentive structures. Bidco has not entered into and
has not had discussions on proposals to enter into any form of incentivisation
arrangements with members of De La Rue's management or employees but intends
to have discussions with respect to such arrangements following the Effective
Date.

 

Headquarters, headquarter functions, locations, fixed assets

 

Bidco does not intend to make any changes in the location of De La Rue's
headquarters in Basingstoke, or to its operations or places of business. Bidco
does not intend to undertake any material restructurings, nor changes with
respect to the redeployment of De La Rue's fixed asset base, other than
continuing with the exit from the Company's facilities in Gateshead and the
wind down in Kenya already planned by management and as publicly disclosed by
De La Rue.

 

Following the Acquisition, Atlas intends that De La Rue will continue to
operate as a standalone business, with its own capital structure and governed
by its own board of directors. Atlas and De La Rue further intend that De La
Rue will continue to operate under the existing De La Rue brand.

 

Trading Facilities

 

De La Rue Shares are currently listed on the Official List and admitted to
trading on the London Stock Exchange. As set out in paragraph 15 of this
Announcement, applications will be made for the cancellation of the listing of
De La Rue Shares on the Official List and the cancellation of trading of the
De La Rue Shares on the London Stock Exchange on or shortly after the
Effective Date. Bidco intends to re-register De La Rue as a private company
after the Effective Date.

 

Statements

 

No statements in this paragraph 10 constitute "post-offer undertakings" for
the purposes of Rule 19.5 of the Takeover Code.

 

11.     Financing

 

The cash consideration payable to the De La Rue Shareholders under the terms
of the Acquisition is intended to be financed by equity funding to be invested
indirectly by the Atlas Funds.

 

Lazard, in its capacity as financial adviser to Bidco, is satisfied that
sufficient cash resources are available to Bidco to enable it to satisfy in
full the cash consideration payable to De La Rue Shareholders under the terms
of the Acquisition.

 

Further information on the financing of the Acquisition will be set out in the
Scheme Document.

 

12.     Offer-related arrangements

 

Confidentiality Agreement

Atlas and De La Rue entered into a confidentiality agreement dated 10 March
2024 (as amended on 10 March 2025) and as supplemented by a clean team
agreement dated 14 March 2025 (the "Confidentiality Agreement") pursuant to
which Atlas has undertaken to: (a) keep confidential information relating to,
inter alia, the Acquisition and De La Rue and not to disclose it to third
parties (other than to certain permitted parties), unless required by law or
regulation; and (b) use the confidential information only in connection with
evaluation of the Acquisition, unless required by law or regulation.

These confidentiality obligations shall remain in force for a period of two
years from the date of the Confidentiality Agreement.

The Confidentiality Agreement also includes customary non-solicitation of
employee obligations on each of Atlas and De La Rue, subject to customary
carve-outs, for a period of 12 months from the date of the Confidentiality
Agreement and a standstill provision in favour of De La Rue, subject to
customary carve-outs, for a period of 12 months from the date of the
Confidentiality Agreement.

Inducement Fee Agreement

De La Rue and Bidco have entered into the Inducement Fee Agreement pursuant to
which De La Rue has agreed to pay to Bidco (or its nominee) an inducement fee
of an amount in cash equal to one per cent. of the aggregate value of the
issued share capital of De La Rue by reference to the Acquisition Price in the
event that a competing offer is made for De La Rue by a third party which is
not acting in concert with Bidco and such competing offer is declared
unconditional in all respects or is otherwise completed or becomes effective.

Co-operation Agreement

Pursuant to a co-operation agreement dated 15 April 2025 (the "Co-operation
Agreement"): (a) De La Rue has agreed to co-operate with Bidco to assist with
the obtaining of regulatory clearances and the making of all filings as may be
necessary, from or under the law, regulations or practices applied by any
applicable regulatory authority in connection with the Acquisition; (b) Bidco
has agreed to provide De La Rue with certain information for the purposes of
the Scheme Document and to otherwise assist with the preparation of the Scheme
Document; (c) Bidco has agreed to certain provisions if the Scheme should
switch to a Takeover Offer; and (d) De La Rue and Bidco have agreed to
co-operate in preparing and implementing appropriate proposals in relation to
the De La Rue Share Plans.

The Co-operation Agreement will terminate, amongst other things:

·      if the Acquisition is withdrawn or lapses;

·      if prior to the Long Stop Date any Condition becomes incapable of
satisfaction;

·      at Bidco's election if:

o  the De La Rue Directors withdraw, modify or qualify their recommendation
of the Acquisition;

o  the De La Rue Directors recommend a competing proposal or one is effected;

·      at Bidco's or De La Rue's election if:

o  a Condition is invoked by Bidco prior to the Long Stop Date;

o  a competing proposal completes, becomes effective or is declared or
becomes unconditional in all respects;

o  the Scheme is not approved at the Court Meeting and/or the Resolution is
not passed at the General Meeting; or

o  the Court refuses to sanction the Scheme;

·      if the Scheme does not become Effective in accordance with its
terms by the Long Stop Date; or

·      otherwise as agreed in writing between Bidco and De La Rue.

Memorandum of Understanding with the Pension Trustee

 

Atlas has entered into a legally binding Memorandum of Understanding with the
Pension Trustee dated 10 April 2025, which will govern the ongoing covenant
offered by De La Rue to the DLR DB Pension Scheme with effect from: (i)
completion of the sale of the Authentication Division; and (ii) either: (A)
the Scheme becomes effective; or (B) if Atlas switches to a Takeover Offer,
the Takeover Offer becomes or is declared unconditional. The key terms of the
MOU are that Atlas protects the planned £37 million contribution to the DLR
DB Pension Scheme split between £32.5 million to be funded following
completion of the sale of the Authentication Division and £4.5 million
falling due in April 2025, and that going forward De La Rue will be required
to make incremental contributions in the event of the agreed funding targets
for the DLR DB Pension Scheme not being met, and/or in the event of De La
Rue's level of indebtedness exceeding specified levels, or if De La Rue
becomes insolvent. Atlas has also agreed to provide a limited covenant to the
Pension Trustee to make contributions into an account held by De La Rue for
the benefit of the DLR DB Pension Scheme if De La Rue fails to make required
contributions. From 2032, the DLR DB Pension Scheme is expected to be fully
funded on a low dependency basis and De La Rue will then fund to an even
stronger basis agreed with the Pension Trustee by 2035, with Atlas providing
security for those payments.

 

Director Retention Arrangements

 

Since the announcement of the Authentication Sale in October 2024 and the
commencement of the formal sale process announced on 4 February 2025, De La
Rue's remuneration committee (the "Remuneration Committee") has been reviewing
the remuneration arrangements in place for the Company's Chairman and its
Executive Directors. On 5 March 2025, the Remuneration Committee determined to
approve the following arrangements:

 

1.   The remuneration of the Chairman of De La Rue is set at a level which
is intended to reflect the skills, knowledge and experience of the individual,
while taking into account market comparables and the number of days of service
required. In light of the significant increase in workload and days of service
required of the Chairman following the announcement of the sale of the Group's
Authentication Division and his close involvement in progressing discussions
with parties participating in the Company's formal sale process (including
discussions with parties also interested solely in De La Rue's Currency
Division), the Remuneration Committee has determined that the Chairman's
annual fee should be increased from £182,000 per year to £365,000 per year,
with effect from 1 October 2024 ("Increased Annual Fee").

 

2.   The Remuneration Committee has also determined to make certain
retention awards to De La Rue's executive directors, Clive Vacher, Ruth Euling
and Dean Moore (the "Executive Directors") amounting to £494,281, £300,000
and £350,000 respectively (the "Retention Awards"). These Retention Awards
will only become payable on successful completion of either a sale of De La
Rue as a whole or a sale of the Currency Division which, in either case,
delivers a value per De La Rue Share at or above a minimum threshold fixed by
the Remuneration Committee (the "Retention Award Threshold") and the
satisfaction of certain other qualifying conditions. Should the Acquisition
proceed to completion at the Acquisition Price, the Retention Award Threshold
would be met and therefore, subject to the other qualifying conditions being
satisfied, the Retention Awards will become payable. If paid, the Retention
Awards will form part of the relevant Executive Director's annual bonus award
for the financial year ending 29 March 2026 which will not, in aggregate,
exceed the maximum amount currently permitted for annual bonus payments to
Executive Directors under De La Rue's existing remuneration policy. As with
all such awards for an executive director, the payment of the Retention Awards
and any other bonus remains at the discretion of the Remuneration Committee.

 

The Remuneration Committee considers that the Retention Awards reflect
balanced and fair awards in light of the fact that the sale of De La Rue, or
the Currency Division, at or above the Retention Award Threshold would
represent what the Board believes to be a good long-term outcome for all
stakeholders including, employees, shareholders, pensioners and customers.
Deutsche Numis, in its capacity as independent financial adviser to the De La
Rue Directors for the purposes of Rule 3 of the Takeover Code, considers the
Increased Annual Fee and the Retention Awards set out above to be fair and
reasonable and in the best interests of the De La Rue shareholders taken as a
whole. In providing its advice, Deutsche Numis has taken into account the
commercial assessments of the Remuneration Committee.

 

13.     Structure of the Acquisition

 

Scheme

 

It is intended that the Acquisition will be effected by a Court-sanctioned
scheme of arrangement between De La Rue and the Scheme Shareholders under Part
26 of the Companies Act. The purpose of the Scheme is to provide for Bidco to
become the owner of the whole of the issued and to be issued share capital of
De La Rue. Under the Scheme, the Acquisition is to be achieved by the transfer
of the Scheme Shares held by Scheme Shareholders to Bidco in consideration for
which the Scheme Shareholders will receive cash consideration pursuant to the
Scheme.

 

Approval by Court Meeting and General Meeting

 

To become Effective, the Scheme requires, amongst other things, the:

 

a)       approval of a majority in number of the Scheme Shareholders who
vote, representing not less than 75 per cent. in value of the Scheme Shares
voted, either in person or by proxy, at the Court Meeting; and

 

b)       approval by the requisite majority of the Resolution at the
General Meeting (to be held directly after the Court Meeting) necessary in
order to implement the Scheme.

 

Application to Court to sanction the Scheme

 

Once the approvals have been obtained at the Court Meeting and the General
Meeting and the other Conditions have been satisfied or (where applicable)
waived, the Scheme must be sanctioned by the Court at the Sanction Hearing
before it can become Effective.

 

The Scheme will become Effective in accordance with its terms on delivery of
the Court Order to the Registrar of Companies. Upon the Scheme becoming
Effective, it will be binding on all Scheme Shareholders, irrespective of
whether or not they attended or voted at the Court Meeting or General Meeting,
or whether they voted in favour of or against the Scheme.

 

The Scheme will contain a provision for Bidco and De La Rue to jointly
consent, on behalf of all persons concerned, to any modification of or
addition to the Scheme or to any condition that the Court may approve or
impose. De La Rue has been advised that the Court would be unlikely to approve
any modification of, or addition to, or impose a condition to the Scheme which
might be material to the interests of Scheme Shareholders unless Scheme
Shareholders were informed of such modification, addition or condition. It
would be a matter for the Court to decide, in its discretion, whether or not a
further meeting of the De La Rue Shareholders should be held in these
circumstances.

 

Full details of the Scheme to be set out in the Scheme Document

 

The Scheme Document will include full details of the Scheme, including the
expected timetable and the action to be taken by Scheme Shareholders. The
Scheme will be governed by English law. The Scheme will be subject to the
applicable requirements of the Code, the Takeover Panel, the UK Listing Rules,
the London Stock Exchange and the FCA.

 

The Scheme Document, along with the notice of the Court Meeting and the
General Meeting and the Forms of Proxy will be despatched to De La Rue
Shareholders within 28 days of the date of this Announcement, unless Bidco and
De La Rue otherwise agree, and the Takeover Panel consents, to a later date.
Subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, the Scheme Document will also be made available on De La Rue's
website at https://www.delarue.com/offer-microsite and Atlas's website at
https://www.atlasholdingsllc.com/uk/atlas-offer.html.

 

At this stage, subject to the satisfaction or waiver of the Conditions and
certain further terms set out in Appendix I, Bidco and De La Rue expect the
Acquisition to become Effective during the third quarter of 2025.

 

If the Scheme does not become Effective on or before the Long Stop Date (or
such later date as Bidco and De La Rue may, with the consent of the Takeover
Panel and, if required, the Court, agree) it will lapse and the Acquisition
will not proceed (unless the Takeover Panel otherwise consents).

 

Right to switch to a Takeover Offer

 

Subject to the terms of the Co-operation Agreement, Bidco reserves the right
to elect, with the consent of the Takeover Panel, to implement the Acquisition
by way of a Takeover Offer for the issued and to be issued share capital of De
La Rue as an alternative to the Scheme. In such an event, the Takeover Offer
will be made in accordance with the terms and conditions set out in this
Announcement which would apply to the Scheme (with any modifications or
amendments to such terms and conditions as may be required by the Takeover
Panel or which are necessary as a result of Bidco's election to implement the
Acquisition by way of a Takeover Offer), in accordance with the Co-operation
Agreement and subject to the amendments referred to in Part C of Appendix I to
this Announcement.

 

14.     De La Rue Share Plans

 

Participants in the De La Rue Share Plans will be contacted regarding the
effect of the Acquisition on their rights under the De La Rue Share Plans and
appropriate proposals will be made to such participants pursuant to Rule 15 of
the Code in due course. Further details of the impact of the Acquisition on
the De La Rue Share Plans will be set out in the Scheme Document.

 

15.     De-listing and re-registration

 

It is intended that the London Stock Exchange and the FCA will be requested
respectively to cancel trading of De La Rue Shares on the London Stock
Exchange's Main Market and the listing of De La Rue Shares from the Commercial
Companies (Equity Shares) category of the Official List on or shortly after
the Effective Date.

 

It is expected that the last day of dealings in De La Rue Shares on the Main
Market of the London Stock Exchange will be the Business Day immediately prior
to the Effective Date and no transfers will be registered after 6.00 p.m.
(BST) on that date.

 

As soon as practicable after the Effective Date, it is intended that De La Rue
will be re-registered as a private limited company under the relevant
provisions of the Companies Act.

 

16.     Disclosure of interests in De La Rue

 

As at the close of business on 14 April 2025, being the last Business Day
prior to the date of this Announcement, save for the irrevocable undertakings
referred to in paragraph 7 above, neither Bidco nor, so far as Bidco is aware,
any person acting, or deemed to be acting, in concert with Bidco:

 

a)       had an interest in, or right to subscribe for, relevant
securities of De La Rue;

 

b)       had any short position in (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 of, relevant securities of
De La Rue;

 

c)       had procured an irrevocable commitment or letter of intent to
accept the terms of the Acquisition in respect of relevant securities of De La
Rue;

 

d)       had borrowed or lent any De La Rue Shares (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

 

e)       is a party to any dealing arrangement of the kind referred to
in Note 11 on the definition of acting in concert in the Code.

 

17.     Documents on display

 

Copies of this Announcement and the following documents will, by no later than
12 noon on the Business Day following the date of this Announcement, be made
available on De La Rue's website at
https://www.delarue.com/offer-microsite-disclaimer and on Atlas's website
https://www.atlasholdingsllc.com/uk/atlas-offer.html until the end of the
Offer Period:

 

·           this Announcement;

 

·           the irrevocable undertakings and letters of intent
referred to in paragraph 7;

 

·           the Confidentiality Agreement;

 

·           the Inducement Fee Agreement;

 

·           the Co-operation Agreement;

 

·           award letters in respect of the executive director
retention arrangements referred to in paragraph 12 of this announcement; and

 

·           consent letters from each of Lazard, Deutsche Numis and
Investec.

 

None of the contents of any website referred to in this Announcement, or the
content of any other website accessible from hyperlinks on either such
website, is incorporated into or forms part of, this Announcement.

 

18.     General

 

The Acquisition will be subject to the Conditions, certain further terms set
out in Appendix I and to the full terms and conditions which will be set out
in the Scheme Document. The Scheme Document, along with the notice of the
Court Meeting and the General Meeting and the Forms of Proxy will be
despatched to De La Rue Shareholders within 28 days of the date of this
Announcement, (or by such later date as Bidco and De La Rue may agree, with
the consent of the Takeover Panel).

 

In deciding whether or not to vote or procure votes in favour of the Scheme at
the Court Meeting and the Resolution to be proposed at the General Meeting, De
La Rue Shareholders should rely on the information contained, and follow the
procedures described, in the Scheme Document.

 

Lazard and Deutsche Numis have each given and not withdrawn their consent to
the inclusion in this Announcement of the references to their names in the
form and context in which they appear.

 

Appendix II contains details of sources of information and bases of
calculation contained in this Announcement. Appendix III contains certain
details relating to the irrevocable undertakings referred to in this
Announcement. Appendix IV contains definitions of certain terms used in this
Announcement.

 

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

 

The implications of the Acquisition 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:

 

 De La Rue                                                     +44 (0)7990 337707
 Clive Whiley, Chairman
 Clive Vacher, Chief Executive Officer
 Louise Rich, Head of Investor Relations

 Deutsche Numis (Sole Financial Adviser and Corporate Broker)  +44 (0)207 260 1000
 Jonathan Wilcox
 Luke Bordewich

 Kevin Cruickshank
 Raed El Dana

 Investec (Joint Broker)                                       +44 (0)207 597 5970
 David Anderson

 Charlotte Young

 Brunswick                                                     +44 (0)207 404 5959
 Stuart Donnelly
 Ed Brown

 Atlas and Bidco                                               via FTI Consulting
 Peter Bacon
 Daniel Merriam

 Lazard (Financial Adviser to Atlas and Bidco)                 +44 (0)207 187 2000
 David Weinberg
 Tegh Summy

 FTI Consulting (PR Adviser to Atlas and Bidco)                +44 (0)20 3727 1340
 Alex Le May
 Edward Bridges
 Alex Davis

 

King & Spalding International LLP are retained as legal advisers to Atlas
and Bidco.

 

Bird & Bird LLP are retained as legal advisers to De La Rue.

 

Important Notices

 

Deutsche Numis, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for De La Rue and no one
else in connection with the Acquisition and will not regard any other person
as its client in relation to the Acquisition and will not be responsible to
anyone other than De La Rue for providing the protections afforded to clients
of Deutsche Numis, nor for providing advice in relation to the Acquisition or
any matter referred to herein. Neither Deutsche Numis nor any of its
affiliates (nor any of their respective directors, officers, employees or
agents), owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Deutsche Numis in connection
with this announcement, any statement contained herein or otherwise.

 

Investec Bank plc ("Investec"), which is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the FCA and the
Prudential Regulation Authority, is acting exclusively for De La Rue and no
one else in connection with the subject matter of this announcement and will
not be responsible to anyone other than De La Rue for providing the
protections afforded to the clients of Investec, or for providing advice in
connection with the subject matter of this announcement. Neither Investec 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 Investec in connection with the with the subject matter of this
announcement, any statement contained herein or otherwise.

 

Lazard, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively as financial adviser to
Atlas and Bidco and no one else in connection with the Acquisition and will
not be responsible to anyone other than Atlas and Bidco for providing the
protections afforded to clients of Lazard nor for providing advice in relation
to the Acquisition or any other matters referred to in this announcement.
Neither Lazard 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
Lazard 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 and on the terms set
out in the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the offer document) and the
accompanying Forms of Proxy, which will contain the full terms and conditions
of the Acquisition, including details of how to vote in respect 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.
Scheme Shareholders are strongly advised to read the formal documentation in
relation to the Acquisition once it has been despatched.

 

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

 

De La Rue shall prepare the Scheme Document to be distributed to De La Rue
Shareholders. De La Rue and Bidco urge De La Rue Shareholders to read the
Scheme Document when it becomes available because it shall contain important
information relating to 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.

 

Overseas Shareholders

 

This Announcement has been prepared for the purpose of complying with English
law, the UK Listing Rules, the UK MAR, the MAR, the Disclosure Guidance and
Transparency Rules and the 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 the United
Kingdom.

 

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

 

Any failure to comply with the applicable legal or regulatory requirements may
constitute a violation of the laws and/or regulations of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility and
liability for the violation of such restrictions by any person. This
Announcement has been prepared in accordance with and for the purpose of
complying 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.

 

Further details in relation to Overseas Shareholders will be included in the
Scheme Document (or, if the Acquisition is implemented by way of an Offer, the
Offer Document).

 

Notice to US De La Rue Shareholders

 

The Acquisition will not be made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign commerce of, or
any facility of a national, state or other securities exchange of, a
Restricted Jurisdiction, and the Acquisition will not be capable of acceptance
by any such use, means, instrumentality or facility or from within a
Restricted Jurisdiction. Accordingly, copies of this Announcement and formal
documentation relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded or distributed in, into
or from a Restricted Jurisdiction and persons receiving this Announcement
(including custodians, nominees and trustees) must not distribute or send it
into or from a Restricted Jurisdiction. In the event that the Acquisition is
implemented by way of a Takeover Offer and extended into the US, Bidco will do
so in satisfaction of the procedural and filing requirements of US securities
laws at that time, to the extent applicable thereto.

 

The Acquisition relates to the shares of a company incorporated in England and
it is proposed to be made by means of a scheme of arrangement provided for
under English law. The Scheme will relate to the shares of a UK company that
is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange
Act. A transaction effected by means of a scheme of arrangement is not subject
to any shareholder vote, proxy solicitation and tender offer rules under the
US Exchange Act. Accordingly, the Scheme is subject to the disclosure
requirements and practices applicable in the UK to schemes of arrangement,
which differ from the disclosure requirements and practices of US shareholder
vote, proxy solicitation or tender offer rules. Financial information included
in the relevant documentation will have been prepared in accordance with
accounting standards applicable in the UK and may not be comparable to the
financial information of, or the accounting standards applicable to, US
companies. However, if Bidco were to elect to implement the Acquisition by
means of a Takeover Offer, such Takeover Offer shall be made in compliance
with all applicable laws and regulations, including section 14(e) of the US
Exchange Act and Regulation 14E thereunder, if applicable. Such Takeover Offer
would be made in the US by Bidco and no one else. In addition to any such
Takeover Offer, Bidco, certain affiliated companies and the nominees or
brokers (acting as agents) may make certain purchases of, or arrangements to
purchase, shares in De La Rue outside such Takeover Offer during the period in
which such Takeover Offer would remain open for acceptance. If such purchases
or arrangements to purchase are made they would be made outside the United
States in compliance with applicable law, including the US Exchange Act. It
may be difficult for a US-based investor to enforce his or her rights and any
claim he or she may have arising under US securities laws, since the Scheme
relates to the shares of a company located in the UK, and some or all of its
officers and directors may be residents of non-US jurisdictions. A US-based
investor may not be able to sue a company located in the UK, or its officers
or directors, in a foreign court for alleged violations of US securities laws,
and it may be difficult to compel a foreign company and its affiliates to
subject themselves to a US court's judgment.

 

Forward-looking statements

 

This Announcement, oral statements made regarding the Acquisition, and other
information published by De La Rue, Bidco and Atlas may contain certain
"forward-looking statements" with respect to De La Rue, Bidco and Atlas. These
forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Forward-looking statements often
use words such as "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "will", "may", "should", "would", "could" or other
words or terms of similar meaning or the negative thereof. Forward-looking
statements include statements relating to, for example, the following: (i)
future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies of Atlas and/or
Bidco and the expansion and growth of De La Rue and potential synergies
resulting from the Acquisition; and (iii) the effects of government regulation
on the business of De La Rue.

 

These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
developments to differ materially from those expressed in or implied by such
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding present and future strategies and environments.
None of Atlas, Bidco or De La Rue, nor any of their respective associates,
directors, officers, employees 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.
Undue reliance should not be placed on such forward-looking statements, which
speak only as of the date of this Announcement. All subsequent oral or written
forward-looking statements attributable to Atlas, Bidco or De La Rue or any
person acting on their behalf are expressly qualified in their entirety by the
cautionary statement above. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this Announcement. None of Atlas,
Bidco or De La Rue assume any obligation to update publicly or revise
forward-looking or other statements contained in this Announcement, whether as
a result of new information, future events or otherwise, except to the extent
legally required.

 

No profit forecasts or estimates

 

No statement in this Announcement is intended as a profit forecast or estimate
for Atlas, Bidco or De La Rue in respect of any period and no statement in
this Announcement should be interpreted to mean that earnings or earnings per
De La Rue Share for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per De La Rue
Share.

 

Right to switch to a Takeover Offer

 

Subject to the terms of the Co-operation Agreement, Bidco reserves the right
to elect, with the consent of the Takeover Panel, to implement the Acquisition
by way of a Takeover Offer for the entire issued and to be issued share
capital of De La Rue as an alternative to the Scheme. In such an event, the
Takeover Offer will be made in accordance with the terms and conditions set
out in this Announcement which would apply to the Scheme (with any
modifications or amendments to such terms and conditions as may be required by
the Takeover Panel or which are necessary as a result of Bidco's election to
implement the Acquisition by way of a Takeover Offer), in accordance with the
Co-operation Agreement and subject to the amendments referred to in Part C of
Appendix I to this Announcement.

 

Publication on website

 

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be
made available (subject to certain restrictions relating to persons resident
in Restricted Jurisdictions), free of charge, on De La Rue's website at
https://www.delarue.com/offer-microsite-disclaimer and on Bidco's website at
https://www.atlasholdingsllc.com/uk/atlas-offer.html by no later than 12:00
noon on the Business Day following this Announcement. Neither the contents of
this website nor the content of any other website accessible from hyperlinks
on such websites is incorporated into, or forms part of, this Announcement.

 

Requesting hard copies

 

In accordance with Rule 30.3 of the Code, a person so entitled may request a
hard copy of this Announcement, free of charge, by contacting De La Rue's
registrar, Computershare Investor Services PLC on +44 (0)370 703 6375. Calls
are charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9:00 a.m. to 5:30 p.m., Monday to Friday
excluding public holidays in England and Wales.  Please note that
Computershare Investor Services PLC cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and training
purposes.

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

 

Electronic communications - information for De La Rue Shareholders

 

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

 

Rounding

 

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

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m.
(BST) on the 10th business day following the commencement of the offer period
and, if appropriate, by no later than 3:30 p.m. (BST) on the 10th business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

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

 

Announcement not a prospectus

 

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

 

Private purchases

 

De La Rue Shareholders should be aware that Bidco may purchase De La Rue
Shares otherwise than under the Scheme or any Takeover Offer, including
pursuant to privately negotiated purchases.

 

Independent advice

 

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

 

Rule 2.9 of the Code

 

For the purposes of Rule 2.9 of the Code, De La Rue confirms that, as at the
date of this Announcement, it had in issue 196,391,787 ordinary shares of
£0.448686 each. No shares are held in treasury. The ISIN for the ordinary
shares is GB00B3DGH821.

 

APPENDIX I

 

CONDITIONS OF THE ACQUISITION AND CERTAIN FURTHER TERMS

 

Part A: Conditions of the Scheme and the Acquisition

1.         The Acquisition is conditional upon the Scheme becoming
unconditional and effective, subject to the Code, by not later than 11:59 p.m.
on the Long Stop Date or such later date (if any) as De La Rue and Bidco may,
with the consent of the Panel, agree and, if required, the Court may allow.

2.         The Scheme shall be subject to the following conditions:

a.       (i) its approval by a majority in number of Scheme Shareholders
who are on the register of members of De La Rue at the Voting Record Time and
who are present and vote, whether in person or by proxy, at the Court Meeting
(and at any separate class meeting which may be required by the Court) and who
represent 75 per cent. in value of the De La Rue Shares voted by those De La
Rue Shareholders; and

(ii) such Court Meeting (and any separate class meeting which may be required)
being held on or before the 22nd day after the expected date of the Court
Meeting to be set out in the Scheme Document (or such later date, if any, as
Bidco and De La Rue may agree and the Court may allow);

b.       (i) the passing of the Resolution necessary in order to
implement the Scheme by the requisite majority of De La Rue Shareholders at
the General Meeting (or any adjournment thereof); and

(ii) such General Meeting being held on or before the 22nd day after the
expected date of the General Meeting to be set out in the Scheme Document (or
such later date, if any, as Bidco and De La Rue may agree and the Court may
allow);

c.       (i) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms acceptable to
Bidco and De La Rue); and

(ii) the Sanction Hearing being held on or before the 22nd day after the
expected date of the Sanction Hearing to be set out in the Scheme Document (or
such later date, if any, as Bidco and De La Rue may agree and the Court may
allow); and

d.       delivery of a copy of the Court Order to the Registrar of
Companies.

3.         In addition, subject as stated in Part B below and to the
requirements of the Takeover Panel, the Acquisition shall be conditional upon
the following Conditions and, accordingly, the Court Order shall not be
delivered to the Registrar of Companies unless such Conditions (as amended, if
appropriate) have been satisfied (and continue to be satisfied pending the
commencement of the Sanction Hearing) or, where relevant, waived in writing
prior to the Scheme being sanctioned by the Court:

NSIA Condition

a.       a notification having been made and accepted under the UK
National Security and Investment Act 2021 (the "NSIA") and one of the
following having occurred:

i.        the Secretary of State notifying Bidco before the expiry of
the relevant assessment period within which the Secretary of State may give a
call-in notice under the NSIA that no further action will be taken in relation
to the Acquisition; or

ii.       if the Secretary of State issues a call-in notice in relation
to the Acquisition:

1.   the Secretary of State giving a final notification pursuant to section
26(1)(b) of the NSIA containing confirmation that the Secretary of State will
take no further action in relation to the call-in notice and the Acquisition
under the NSIA; or

2.   the Secretary of State making a final order pursuant to Section
26(1)(a) of the NSIA permitting the Acquisition to proceed unconditionally or
on terms reasonably acceptable to Bidco and such order not being revoked or
varied in a manner that is not reasonably unsatisfactory to Bidco before the
Effective Date;

NFDISO Condition

b.       the receipt of foreign direct investment clearance in respect
of, or no objection to the Acquisition from the National Foreign Direct
Investment Screening Office in Malta ("NFDISO"), as established pursuant to
the National Foreign Direct Investment Screening Office Act, 2020 (Chapter 620
of the Laws of Malta), or the NFDISO having determined in writing that the
Acquisition is not subject to screening by the NFDISO;

Third Party Regulatory action

c.       other than in relation to the matters referred to in Conditions
3(a) and 3(b), no Third Party having decided, threatened or 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 (in any case to an extent or in a manner which is material in the
context of the Acquisition, the Wider Target Group or the Wider Bidco Group,
as the case may be, in each case, taken as a whole):

i.        require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any member of the
Wider Bidco Group or by any member of the Wider Target Group of all or any
material part of their respective businesses, assets, property or any shares
or other securities (or the equivalent) in any member of the Wider Target
Group or any member of the Wider Bidco Group or impose any material limitation
on the ability of all or any of them to conduct their respective businesses
(or any part thereof) or to own, control or manage any of their respective
assets or properties (or any part thereof);

ii.       except pursuant to Chapter 3 of Part 28 of the Companies Act,
in the event that Bidco elects to implement the Acquisition by way of a
Takeover Offer, require any member of the Wider Bidco Group or the Wider
Target Group to acquire or offer to acquire any shares, other securities (or
the equivalent) or interest in any member of the Wider Target Group or any
asset owned by any Third Party (other than in connection with the
implementation of the Acquisition);

iii.      impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Bidco Group, directly or
indirectly, to acquire, hold or exercise effectively all or any rights of
ownership in respect of shares or loans or securities convertible into shares
or other securities (or the equivalent) in De La Rue or on the ability of any
member of the Wider Target Group or any member of the Wider Bidco Group,
directly or indirectly, to hold or exercise effectively all or any rights of
ownership in respect of shares or loans or any other securities (or the
equivalent) in, or to exercise voting or management control over, any other
member of the Wider Target Group to the extent which, in any such case, is
material in the context of the Wider Target Group or the Wider Bidco Group in
either case taken as a whole or in the context of the Acquisition;

iv.      except as Disclosed, result in any member of the Wider Target
Group or any member of the Wider Bidco Group ceasing to be able to carry on
business under any names under which it currently carries on business;

v.       make the Acquisition, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or control or
management of, De La Rue by any member of the Wider Bidco Group void,
unenforceable and/or illegal under the laws of any relevant jurisdiction, or
otherwise, directly or indirectly, prevent or prohibit, restrict, restrain or
delay or otherwise interfere with the implementation of, or impose additional
conditions or obligations with respect to, or otherwise challenge, impede,
interfere or require material amendment to the terms of the Acquisition or the
acquisition or proposed acquisition of any shares or other securities in, or
control or management of De La Rue by any member of the Wider Bidco Group to
the extent which, in any such case, is material in the context of the Wider
Target Group or the Wider Bidco Group in either case taken as a whole or in
the context of the Acquisition;

vi.      impose any material limitation on, or result in material delay
in, the ability of any member of the Wider Bidco Group or any member of the
Wider Target Group to conduct, integrate or co-ordinate all or any part of its
business with all or any part of the business of any other member of the Wider
Bidco Group and/or the Wider Target Group; or

vii.     otherwise materially adversely affect all or any of the business,
value, assets, liabilities, profits, operational performance, financial or
trading position or prospects of any member of the Wider Target Group or any
member of the Wider Bidco Group,

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 Acquisition having expired, lapsed or been terminated;

            Other regulatory approvals

d.       each Governmental Entity, which regulates or licences any
member of the De La Rue Group or any other body corporate in which any member
of the De La Rue Group has an interest in shares, and whose prior approval,
consent or non-objection to any change in control, or acquisition of (or
increase in) control in respect of that or any other member of the De La Rue
Group is required, or any Governmental Entity, whose prior approval, consent
or non-objection of the Acquisition is otherwise required, or from whom one or
more material licences or permissions are required in order to complete the
Acquisition, having given its approval, non-objection or legitimate deemed
consent or consent in writing thereto and, as the case may be, having granted
such licences and permissions (in each case where required and on terms
reasonably satisfactory to Bidco), and in each case the impact of which would
materially adversely affect the Wider Target Group or the Wider Bidco Group,
taken as a whole;

Notifications, waiting periods and authorisations

e.       other than in relation to the matters referred to in Conditions
3(a) and 3(b), all material notifications, filings or applications which are
necessary or considered appropriate or desirable by Bidco having been made in
connection with the Acquisition 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 Acquisition and all
Authorisations deemed reasonably necessary or appropriate by Bidco in any
jurisdiction for or in respect of the Acquisition and, except pursuant to
section 160 of the Companies Act and Chapter 3 of Part 28 of the Companies
Act, or control or management of, De La Rue or any other member of the Wider
Target Group by any member of the Wider Bidco Group having been obtained in
terms and in a form reasonably satisfactory to 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 Target Group or the
Wider Bidco Group has entered into contractual arrangements and all such
Authorisations necessary, appropriate or desirable to carry on the business of
any member of the Wider Target Group in any jurisdiction having been obtained
and all such Authorisations remaining in full force and effect at the time at
which the Acquisition becomes otherwise wholly unconditional and there being
no notice or intimation of an intention to revoke, suspend, restrict, modify
or not to renew such Authorisations;

De La Rue Shareholder resolution

f.       except as Disclosed or with the consent or the agreement of
Bidco, no action having been taken or proposed by any member of the De La Rue
Group, or having been approved by a resolution of De La Rue Shareholders, or
consented to by the Takeover Panel, which falls within or under Rule 21.1 of
the Code;

Certain matters arising as a result of any arrangement, agreement, etc.

g.       except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other instrument
to which any member of the Wider Target Group is a party or by or to which any
such member or any of its assets is or may be bound, entitled or subject, or
any event or circumstance which, as a consequence of the Acquisition or
because of a change in the control of any member of the Wider Target Group as
a result of the Acquisition, would or might reasonably be expected to result
in any of the following (in each case to an extent or in a manner which is
material in the context of the Wider Target Group taken as a whole):

i.        any monies borrowed by, or any other indebtedness or
liabilities, actual or contingent, of, or any grant available to, any such
member 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 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 such member
or any such mortgage, charge or other security interest (whenever created,
arising or having arisen) becoming enforceable;

iii.      any such arrangement, agreement, lease, licence, franchise,
permit or other instrument or the rights, liabilities, obligations or
interests of any such member in or with any other person (or any arrangement
or arrangements relating to any such interests or business) being adversely
modified or adversely affected or any onerous obligation or liability arising
or any adverse action being terminated, taken or arising thereunder;

iv.      any liability of any such member to make any severance,
termination, bonus or other payment to any of its directors or other officers;

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

vi.      any such member ceasing to be able to carry on business under
any name under which it presently carries on business;

vii.     any material assets or material interests of, or any material
asset the use of which is enjoyed by, any such member 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 such member otherwise than in the ordinary course of
business;

viii.     the financial or trading position or prospects of, any such
member being prejudiced or adversely affected; or

ix.      the creation or acceleration of any material liability (actual
or contingent) by any such member other than trade creditors or other
liabilities incurred in the ordinary course of business,

and, except as Disclosed, no event having occurred which, under any provision
of any arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Target Group is a party or by or
to which any such member or any of its assets are bound, entitled or subject,
would or might result in any of the events or circumstances as are referred to
in Conditions 3(g)(i) to (ix) above, in each case which is or would be
material in the context of the Wider Target Group taken as a whole;

            Certain events occurring since 30 March 2024

h.       except as Disclosed, no member of the Wider Target Group having
since 30 March 2024:

i.        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, securities or convertible securities or transferred or sold
or agreed to transfer or sell or authorised or proposed the transfer or sale
of De La Rue Shares out of treasury (except, where relevant, as between De La
Rue and wholly-owned subsidiaries of De La Rue or between the wholly-owned
subsidiaries of De La Rue and except for the issue or transfer of De La Rue
Shares out of treasury or otherwise on the vesting of awards or exercise of
options, in the ordinary course under the De La Rue Share Plans);

ii.       recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution (whether
payable in cash or otherwise) other than dividends (or other distributions
whether payable in cash or otherwise) lawfully paid or made by any
wholly-owned subsidiary of De La Rue to De La Rue or any of its wholly-owned
subsidiaries;

iii.      other than pursuant to the Acquisition (and except for
transactions between De La Rue and its wholly-owned subsidiaries or between
the wholly-owned subsidiaries of De La Rue and transactions in the ordinary
course of business) implemented, effected, authorised or proposed or announced
its intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings in any such case to an extent which is material in
the context of the Wider Target Group taken as a whole or in the context of
the Acquisition;

iv.      except for transactions between De La Rue and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of De La Rue and
transactions in the ordinary course of business, disposed of, or transferred,
mortgaged or created any security interest over any material asset or any
right, title or interest in any material asset or authorised, proposed or
announced any intention to do so;

v.       except for transactions between De La Rue and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of De La Rue 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 become
subject to any contingent liability or incurred or increased any indebtedness
which in any such case is material in the context of the Wider Target Group
taken as a whole or in the context of the Acquisition;

vi.      entered into or varied or authorised, proposed or announced its
intention to enter into or vary any material contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, unusual or onerous nature or magnitude or
which is or which involves or could involve an obligation of an onerous nature
or magnitude, otherwise than in the ordinary course of business and in each
case to an extent which is material in the context of the Wider Target Group
taken as a whole;

vii.     entered into, materially varied, authorised or proposed entry
into or variation of, or announced its intention to enter into or materially
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, service
agreement, commitment or arrangement with any director or senior executive of
any member of the Wider Target Group, otherwise than in the ordinary course of
business in each case to an extent which is material in the context of the
Wider Target Group taken as a whole;

viii.     establish any share option scheme, incentive scheme or other
benefit in respect of the Wider Target Group;

ix.      purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or made any other change to any part of its share capital (except, in each
case, where relevant, as between De La Rue and wholly-owned subsidiaries of De
La Rue or between the wholly-owned subsidiaries of De La Rue);

x.       waived, compromised or settled any claim other than in the
ordinary course of business and which is material in the context of the Wider
Target Group as a whole;

xi.      terminated or varied the terms of any agreement or arrangement
between any member of the Wider Target Group and any other person in a manner
which would or might have a material adverse effect on the financial position
of the Wider Target Group taken as a whole;

xii.     save as required in connection with the Acquisition, made any
material alteration to its memorandum, articles of association or other
incorporation documents or any material alteration to the memorandum, articles
of association or other incorporation documents of any other member of the
Wider Target Group which is material in the context of the Scheme or the
Acquisition;

xiii.     establish any pension scheme(s) in respect of the Wider Target
Group;

xiv.    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 which is material in the context of the Wider Target Group taken as a
whole;

xv.     (other than in respect of a member of the Wider Target 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 a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all or any material
part of its assets or revenues or any analogous or equivalent steps or
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed;

xvi.    (except for transactions between De La Rue and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries) made, authorised,
proposed or announced an intention to propose any change in its loan capital;

xvii.    entered into, implemented or authorised the entry into, any joint
venture, asset or profit-sharing arrangement, partnership or merger of
business or corporate entities, which in any such case is material in the
context of the Wider Target Group as a whole or in the context of the
Acquisition; or

xviii.   otherwise than in the ordinary course of business, entered into any
agreement, arrangement, commitment or contract 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 3(h) and which is material in
the context of the Wider Target Group taken as a whole;

No adverse change, litigation, regulatory enquiry or similar

i.        except as Disclosed, since 30 March 2024 there having been:

i.        no adverse change and no circumstance having arisen which
would reasonably be expected to result in any adverse change in, the business,
value, assets, liabilities, shareholders' equity, financial or trading
position or profits, operational performance or prospects of any member of the
Wider Target Group which is material in the context of the Wider Target Group
taken as a whole or in the context of the Acquisition;

ii.       no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Target Group is or may
become a party (whether as a claimant, defendant or otherwise) having been
threatened, announced, implemented or instituted by or against or remaining
outstanding against or in respect of, any member of the Wider Target Group, in
each case which would reasonably be expected to have a material adverse effect
on the Wider Target Group taken as a whole or in the context of the
Acquisition;

iii.      no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member of the Wider
Target Group (or any person in respect of which any such member has or may
have responsibility or liability) having been threatened, announced,
implemented or instituted or remaining outstanding by, against or in respect
of any member of the Wider Target Group, in each case, which would reasonably
be expected to have a material adverse effect on the Wider Target Group taken
as a whole or in the context of the Acquisition;

iv.      no contingent or other liability having arisen or become
apparent to Bidco or increased other than in the ordinary course of business
which is reasonably likely to affect adversely the business, assets, financial
or trading position, profits or operational performance of any member of the
Wider Target Group to an extent which is material in the context of the Wider
Target Group taken as a whole or in the context of the Acquisition;

v.       no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Wider Target Group which
is necessary for the proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which would reasonably be
expected to have a material adverse effect on the Wider Target Group taken as
a whole or in the context of the Acquisition; and

vi.      no member of the Wider Target Group having conducted its
business in material breach of any applicable laws and regulations which in
any case is material in the context of the Wider Target Group taken as a whole
or in the context of the Acquisition;

No discovery of certain matters regarding information and liabilities,
corruption, intellectual property and environmental liabilities

j.        except as Disclosed, Bidco not having discovered that:

i.        any financial, business or other information concerning the
Wider Target Group announced publicly and delivered by or on behalf of De La
Rue through a RIS prior to the date of this Announcement is misleading,
contains a material misrepresentation of any fact, or omits to state a fact
necessary to make that information not misleading, in any such case which is
material in the context of the Wider Target Group taken as a whole or in the
context of the Acquisition;

ii.       any member of the Wider Target Group or any partnership,
company or other entity in which any member of the Wider Target Group has a
significant economic interest and which is not a subsidiary undertaking of De
La Rue, otherwise than in the ordinary course of business, is subject to any
liability, contingent or otherwise, and which is material in the context of
the Wider Target Group taken as a whole or in the context of the Acquisition;

iii.      any past or present member, director, officer or employee of
the Wider Target Group, or any other person for whom any such person may be
liable or responsible, has not complied with the OECD Convention on Combating
Bribery of Foreign Public Officials in International Business Transactions and
any laws implementing the same, the UK Bribery Act 2010 and/or the US Foreign
Corrupt Practices Act of 1977;

iv.      any member of the Wider Target Group is ineligible to be awarded
any contract or business under section 23 of the Public Contracts Regulations
2006 or section 26 of the Utilities Contracts Regulations 2006 (each as
amended);

v.       any director, officer or employee of the Wider Target Group, or
any other person for whom any such person may be liable or responsible, has
engaged in any business with or made any investment in, or made any payments
to: (A) any government, entity or individual with which US or EU persons are
prohibited from engaging in activities or doing business by US or EU laws or
regulations, including the economic sanctions administered by the United
States Office of Foreign Assets Control or HM Treasury & Customs; or (B)
any government, entity or individual targeted by any of the economic sanctions
of the United Nations or the European Union or any of their respective member
states;

vi.      any asset of any member of the Wider Target Group constitutes
criminal property as defined by section 340(3) of the Proceeds of Crime Act
2002 (but disregarding paragraph (b) of that definition);

vii.     no circumstance having arisen or event having occurred in
relation to any intellectual property owned, used or licensed by the Wider
Target Group or to any third parties, including: (A) any member of the Wider
Target Group losing its title to any intellectual property or any intellectual
property owned by the Wider Target Group being revoked, cancelled or declared
invalid, (B) any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider Target Group being terminated or
varied, or (C) any claim being filed suggesting that any member of the Wider
Target Group infringed the intellectual property rights of a third party or
any member of the Wider Target Group being found to have infringed the
intellectual property rights of a third party, in each case which is material
in the context of the Wider Target Group taken as a whole or in the context of
the Acquisition; or

viii.     in relation to any release, emission, accumulation, discharge,
disposal or other similar circumstance which has impaired or is likely to
impair the environment (including property) or harmed or is likely to harm the
health of humans, animals or other living organisms or eco-systems, any past
or present member of the Wider Target Group, in a manner or to an extent which
is material in the context of the Wider Target Group, (i) has committed any
violation of any applicable laws, statutes, regulations, Authorisations,
notices or other requirements of any Third Party giving rise to a material
liability; and/or (ii) has incurred any material liability (whether actual or
contingent) to any Third Party; and/or (iii) is likely to incur any material
liability (whether actual or contingent), or is required, to make good,
remediate, repair, re-instate or clean up the environment (including any
property) in each case of (i), (ii) or (iii) which such liability or
requirement would be material to the Wider Target Group taken as a whole.

Part B: Waiver and invocation of the Conditions

1.         Subject to the requirements of the Takeover Panel, Bidco
reserves the right in its sole discretion to waive all or any of the
Conditions set out in Part A of this Appendix I except Conditions 2(a)(i),
2(b)(i), 2(c)(i) and 2(d) which cannot be waived. The deadlines in any of
Conditions 1, 2(a)(ii), 2(b)(ii) and 2(c)(ii) may be extended to such later
date as maybe agreed in writing by Bidco and De La Rue (with the consent of
the Takeover Panel and/or approval of the Court, if such consent and/or
approval is required). If any of the Conditions set out at 1, 2(a)(ii),
2(b)(ii) and 2(c)(ii) is not satisfied by the deadline specified in the
relevant Condition, Bidco shall make an announcement by 8.00 a.m. on the
Business Day following such deadline confirming whether it has invoked the
relevant Condition, waived the relevant deadline or agreed with De La Rue to
extend the relevant deadline.

2.         Subject to paragraph 3(g) of Appendix 7 to the Code, Bidco
shall be under no obligation to waive (if capable of waiver), to determine to
be or remain satisfied or treat as fulfilled any of Conditions 3(a) to 3(j) of
Part A of this Appendix I by a date earlier than the Long Stop Date,
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 Condition may not be capable of fulfilment.

3.         Subject to paragraph 4 below, under Rule 13.5(a) of the
Code, Bidco may only invoke a Condition so as to cause the Acquisition not to
proceed, to lapse or to be withdrawn with the consent of the Takeover Panel.
The Takeover Panel will normally only give its consent if the circumstances
which give rise to the right to invoke the Condition are of material
significance to Bidco in the context of the Acquisition. This will be judged
by reference to the facts of each case at the time that the relevant
circumstances arise.

4.         Conditions 1 and 2 of Part A of this Appendix I (and any
Takeover Offer acceptance condition adopted on the basis specified in Part C
of this Appendix I) will not be subject to Rule 13.5(a) of the Code.

5.         Any Condition that is subject to Rule 13.5(a) of the Code
may be waived by Bidco.

6.         The Scheme will not become effective unless the Conditions
have been fulfilled or (to the extent capable of waiver) waived or, where
appropriate, have been determined by Bidco to be or remain satisfied by no
later than the Long Stop Date.

7.         If the Takeover Panel requires Bidco to make an offer or
offers for any De La Rue Shares under the provisions of Rule 9 of the Code,
Bidco may make such alterations to the Conditions as are necessary to comply
with the provisions of that Rule.

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

Part C: Implementation by way of a Takeover Offer

Bidco reserves the right to elect (with the consent of the Takeover Panel and
subject to the terms of the Co-operation Agreement) to implement the
Acquisition by making, directly or indirectly through a subsidiary or nominee
of Bidco, a Takeover Offer as an alternative to the Scheme. In such event, the
Takeover Offer will be implemented on the same terms or, unless Bidco
otherwise determines and subject to the consent of the Takeover Panel, on such
other terms being no less favourable, subject to appropriate amendments, as
far as applicable, as those which would apply to the Scheme. The acceptance
condition would be set at 90 per cent. of the shares to which such Takeover
Offer relates (or such lesser percentage, being more than 50 per cent., as
Bidco may decide with the consent of the Takeover Panel where applicable).
Further, if sufficient acceptances to the Takeover Offer are received and/or
sufficient De La Rue Shares are otherwise acquired, it is the intention of
Bidco to apply the provisions of the Companies Act to compulsorily acquire any
outstanding De La Rue Shares to which such Takeover Offer relates.

Part D: Certain further terms of the Acquisition

1.         The De La Rue Shares acquired under the Acquisition shall
be acquired by Bidco with full title guarantee, fully paid and free from all
liens, equitable interests, charges, encumbrances, rights of pre-emption and
any other third party rights and interests whatsoever and together with all
rights existing at the date of this Announcement or thereafter attaching
thereto, including (without limitation) the right to receive and retain, in
full, all dividends and other distributions (if any) declared, made or paid or
any other return of capital (whether by way of reduction of share capital or
share premium account or otherwise) made on or after the Effective Date in
respect of the De La Rue Shares.

2.         If, on or after the date of this Announcement and prior to
or on the Effective Date, any dividend, distribution or other return of value
is declared, paid or made or becomes payable by De La Rue and with a record
date on or prior to the Effective Date, Bidco reserves the right (without
prejudice to any right of Bidco, with the consent of the Takeover Panel, to
invoke Condition 3(h)(ii) of Part A of this Appendix I) to reduce the
consideration payable under the Acquisition to reflect the aggregate amount of
such dividend, distribution or other return of value or excess. If and to the
extent that any such dividend, distribution or other return of value is paid
or made on or prior to the Effective Date and Bidco exercises its rights under
this paragraph 2 to reduce the consideration payable under the Acquisition,
any reference in this Announcement to the consideration payable under the
terms of the Acquisition shall be deemed to be a reference to the
consideration as so reduced. Any exercise by Bidco of its rights referred to
in this paragraph 2 shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any revision or
variation of the Acquisition.

3.         The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore, any persons who are subject to the laws of any jurisdiction other
than the United Kingdom and any De La Rue Shareholders who are not resident in
the United Kingdom will need to inform themselves about and observe any
applicable requirements.

4.         Unless otherwise determined by Bidco or required by the
Code and permitted by applicable law and regulations, the Acquisition is not
being, and will not be, made, directly or indirectly, in, into or by the use
of the mails of, or by any other means or instrumentality (including, but not
limited to, facsimile, email 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 will not be capable of acceptance by any such use, means, instrumentality
or facility or from within any Restricted Jurisdiction.

5.         The Acquisition will be subject, amongst other things, to
the Conditions and certain further terms which are set out in this Appendix I
and those terms which will be set out in the Scheme Document.

6.         This Announcement and any rights or liabilities arising
hereunder, the Acquisition, the Scheme and the Forms of Proxy will be governed
by English law and will be subject to the jurisdiction of the English courts.
The Acquisition shall be subject to the applicable requirements of the Code,
the Takeover Panel, the London Stock Exchange, the FCA, the UK Listing Rules
and the Registrar of Companies.

 

 

 

APPENDIX II

 

SOURCES OF INFORMATION AND BASES OF CALCULATION

 

In this Announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used:

a.       The value attributed to the fully diluted share capital of De
La Rue of £263 million is based on a value of 130 pence per De La Rue Share
and:

i.        196,391,787 De La Rue Shares in issue on 14 April 2025 (being
the last Business Day prior to the date of this Announcement); and

ii.       5,588,579 De La Rue Shares which as at 14 April 2025 (being
the last Business Day prior to the date of this Announcement) may be issued on
or after the date of this Announcement on the exercise of options or vesting
of awards under the De La Rue Share Plans.

b.       Unless stated otherwise, financial information relating to De
La Rue has been extracted from the audited consolidated financial statements
of De La Rue for the financial year ended 30 March 2024 and half-year
financial information has been extracted from De La Rue's interim results for
the six-month period ended 30 September 2024.

c.       Unless otherwise stated, all prices for De La Rue Shares are
the Closing Price for the relevant date.

d.       The Closing Prices of De La Rue Shares are taken from the Daily
Official List.

e.       The three month and six-month Volume Weighted Average Price are
derived from Bloomberg data and have been rounded to the nearest one penny.

f.       Certain figures included in this Announcement have been subject
to rounding adjustments.

 

 

APPENDIX III

 

DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

 

 

Directors' Irrevocable Undertakings

 

The following De La Rue Directors have given irrevocable undertakings to vote
or procure votes in favour of the Scheme at the Court Meeting and the
Resolution to be proposed at the General Meeting (or, subject to the terms of
the Co-operation Agreement and with the consent of the Takeover Panel, if
Bidco exercises its right to implement the Acquisition by way of a Takeover
Offer, to accept such offer) in respect of their own (and their connected
persons') beneficial holdings of a total of 690,912 De La Rue Shares (held in
a personal capacity or through a nominee) representing, in aggregate,
approximately 0.35 per cent. of De La Rue Shares in issue on 14 April 2025
(being the last Business Day prior to this Announcement) and any De La Rue
Shares that the De La Rue Directors may acquire prior to the relevant time
pursuant to the vesting or exercise, as the case may be, of certain
options/awards granted under the De La Rue Share Plans, comprised as follows:

 

 

 Name of De La Rue Director  Total number of De La Rue Shares*  Percentage of existing issued share capital*
 Clive Whiley                200,000                            0.10%
 Clive Vacher                338,687                            0.17%
 Ruth Euling                 102,225                            0.05%
 Mark Hoad                   50,000                             0.03%
 TOTAL                       690,912                            0.35%
 * The figures listed in this table do not include any De La Rue Shares that
 the De La Rue Directors may acquire prior to the Effective Date pursuant to
 the vesting or exercise, as the case may be, of certain options/awards granted
 under the De La Rue Share Plans.

 

The irrevocable undertakings remain binding in the event a higher competing
offer is made for De La Rue and will only cease to be binding if:

 

·      the Scheme Document is not published within 28 days of this
Announcement, or in circumstances where Bidco elects to implement the
Acquisition by way of a Takeover Offer, an offer document is not published
within 28 days of the date on which the switch to a Takeover Offer is
announced;

 

·      the Scheme or Takeover Offer in respect of the Acquisition is
withdrawn or lapses and no new, revised or replacement scheme is announced by
the Offeror in accordance with Rule 2.7 of the Takeover Code within 5 Business
Days;

 

·      a competing offer for the entire issued and to be issued share
capital of De La Rue becomes or is declared unconditional (if implemented by
way of a takeover offer), or becomes effective (if proceeding by way of a
scheme of arrangement); or

 

·      the Scheme (or the Takeover Offer) in connection with the
Acquisition does not become effective by the Long Stop Date.

 

Shareholder Irrevocable Undertakings

 

The following De La Rue Shareholders have given irrevocable undertakings to
vote or procure votes in favour of the Scheme at the Court Meeting and the
Resolution to be proposed at the General Meeting (or, subject to the terms of
the Co-operation Agreement and with the consent of the Takeover Panel, if
Bidco exercises its right to implement the Acquisition by way of a Takeover
Offer, to accept such offer) in respect of a total of 57,203,443 De La Rue
Shares (held in a personal capacity or through a nominee) representing, in
aggregate, approximately 29.13 per cent. of De La Rue Shares in issue on 14
April 2025 (being the last Business Day prior to this Announcement), comprised
as follows:

 

 

 Name of De La Rue Shareholder           Total number of De La Rue Shares  Percentage of existing issued share capital
 Schroder Investment Management Limited  27,663,414                        14.09%
 Richard Griffiths                       15,680,384                        7.98%
 Crystal Amber Fund Limited              13,859,645                        7.06%
 TOTAL                                   57,203,443                        29.13%

 

These irrevocable undertakings remain binding in the event a higher competing
offer is made for De La Rue and will only cease to be binding if:

 

·      the Scheme Document is not published within 28 days of this
Announcement, or in circumstances where Bidco elects to implement the
Acquisition by way of a Takeover Offer, an offer document is not published
within 28 days of the date on which the switch to a Takeover Offer is
announced;

 

·      the Scheme or Takeover Offer in respect of the Acquisition is
withdrawn or lapses and no new, revised or replacement scheme is announced by
the Offeror in accordance with Rule 2.7 of the Takeover Code within 5 Business
Days;

 

·      a competing offer for the entire issued and to be issued share
capital of De La Rue becomes or is declared unconditional (if implemented by
way of a takeover offer), or becomes effective (if proceeding by way of a
scheme of arrangement); or

 

·      the Scheme (or the Takeover Offer) in connection with the
Acquisition does not become effective by the Long Stop Date.

 

Shareholder Letter of Intent

In addition, the following De La Rue Shareholder has given a letter of intent
to vote (or, where applicable, procure the voting) in favour of the Scheme at
the Court Meeting and the Resolution at the General Meeting (or, in the event
that the Acquisition is implemented by way of a Takeover Offer, to accept, or
procure the acceptance of, the Takeover Offer) in respect of its own
beneficial holdings (or those De La Rue Shares over which they have control)
of De La Rue Shares:

 

 Name of De La Rue Shareholder                                    Total number of De La Rue Shares  Percentage of existing issued share capital
 Aberforth Partners LLP (on behalf of its discretionary clients)  21,249,043                        10.82%
 TOTAL                                                            21,249,043                        10.82%

 

APPENDIX IV

 

DEFINITIONS

 

In this Announcement, the following words and expressions have the following
meanings, unless the context requires otherwise:

 

 Acquisition                                 the recommended offer to be made by Bidco to acquire the issued and to be
                                             issued share capital of De La Rue to be effected by means of the Scheme (or,
                                             if Bidco so elects and subject to the Takeover Panel's consent, a Takeover
                                             Offer) on the terms and subject to the conditions set out in the Scheme
                                             Document;
 Acquisition Price                           the consideration payable pursuant to the Acquisition, being 130 pence per
                                             Scheme Share;
 Atlas                                       Atlas FRM LLC (d/b/a Atlas Holdings LLC), a limited liability company
                                             incorporated in Delaware, USA;
 Atlas Funds                                 those certain funds advised and managed by Atlas;
 Announcement                                this announcement of the Acquisition made in accordance with Rule 2.7 of the
                                             Code;
 Authentication Division                     the Authentication business of De La Rue as carried out on the date of this
                                             Announcement: (i) by DLR Newco in the UK; (ii) by DLR Malta Newco in Malta;
                                             (iii) by De La Rue US and its wholly owned subsidiary in the US; and (iv) by
                                             the other Authentication Entities in other jurisdictions;
 Authentication Entities                     those corporate entities within the De La Rue Group that solely carry on
                                             activities as part of the Authentication Division;
 Authentication Sale                         the proposed sale of the Authentication Division to Crane NXT at an enterprise
                                             value of £300m, as announced by De La Rue on 15 October 2024;
 Authorisations                              authorisations, orders, recognitions, grants, consents, clearances,
                                             confirmations, certificates, licences, permissions, determinations, exemptions
                                             or approvals;
 Bidco                                       ACR Bidco Limited, a company incorporated in England & Wales with company
                                             number 16379363 and having its registered office at 26 St James's Square,
                                             London, United Kingdom, SW1Y 4JH;
 Bidco Group                                 Bidco and its subsidiary undertakings and where the context permits, each of
                                             them;
 Board or board                              the board of directors of the relevant company;
 Business Day                                a day, other than a Saturday, Sunday, public holiday or bank holiday, on which
                                             banks are generally open for normal business in the City of London;
 Closing Price                               the closing middle market quotation for a De La Rue Share as derived from the
                                             Daily Official List on that day;
 Code or Takeover Code                       the City Code on Takeovers and Mergers;
 Companies Act                               the UK Companies Act 2006, as amended;
 Conditions                                  the conditions to the implementation of the Scheme and the Acquisition, which
                                             are set out in Appendix I to this Announcement and to be set out in the Scheme
                                             Document;
 Confidentiality Agreement                   the confidentiality agreement entered into between Atlas and De La Rue on 10
                                             March 2024 (as amended on 10 March 2025) and as supplemented by a clean team
                                             agreement dated 14 March 2025;
 Continuing Group                            the De La Rue Group following completion of the Authentication Sale;
 Co-operation Agreement                      the co-operation agreement entered into by De La Rue and Bidco on or around
                                             the date of this Announcement;
 Court                                       the High Court of Justice in England and Wales;
 Court Meeting                               the meeting (or any adjournment, postponement or reconvention thereof) of the
                                             Scheme Shareholders (or the relevant class or classes thereof) to be convened
                                             by order of the Court pursuant to section 896 of the Companies Act to consider
                                             and, if thought fit, approve the Scheme (with or without modification);
 Court Order                                 the order of the Court sanctioning the Scheme under Part 26 of the Companies
                                             Act;
 Crane NXT                                   Crane NXT, Co. and CA-MC Acquisition UK Limited, a subsidiary of Crane NXT,
                                             Co.;
 Currency Division                           the Currency business division of the De La Rue Group;
 Daily Official List                         the Daily Official List of the London Stock Exchange;
 Dealing Disclosure                          has the same meaning as in Rule 8 of the Code;
 De La Rue                                   De La Rue plc, a company incorporated in England and Wales with company number
                                             03834125 and having its registered office at De La Rue House, Jays Close,
                                             Viables, Basingstoke, Hampshire, RG22 4BS;
 De La Rue Board                             the board of directors of De La Rue;
 De La Rue Directors                         the directors of De La Rue from time to time;
 De La Rue Group                             De La Rue and its subsidiaries and subsidiary undertakings and where the
                                             context permits, each of them;
 De La Rue Holdings                          De La Rue Holdings Limited, a wholly owned subsidiary of De La Rue;
 De La Rue Share Plans                       each of the De La Rue (1999) Sharesave Scheme, the De La Rue Performance Share
                                             Plan (established on 22 July 2010), the De La Rue Performance Share Plan 2020,
                                             the De La Rue Deferred Bonus Plan 2020, the De La Rue plc Investor Returns
                                             Plan 2023 and the De La Rue Sharesave Plan 2022, in each case operated by De
                                             La Rue;
 De La Rue Shares                            the existing unconditionally allotted or issued and fully paid ordinary shares
                                             of £0.448686 each in the capital of De La Rue and any further such ordinary
                                             shares which are unconditionally allotted or issued before the Scheme becomes
                                             Effective;
 De La Rue Shareholders                      the holders of De La Rue Shares;
 Deutsche Numis                              Numis Securities Limited, a company incorporated in England and Wales with
                                             company number 02285918;
 Disclosed                                   (i) matters fairly disclosed in the information made available to Bidco (or
                                             Bidco's advisers) in the data room established by De La Rue for the purposes
                                             of the Acquisition; (ii) information fairly disclosed in writing by or on
                                             behalf of De La Rue to Bidco prior to the date of this Announcement in
                                             relation to the Acquisition; (iii) information included in the annual report
                                             and accounts of the De La Rue Group for the financial year ended 30 March
                                             2024; (iv) information included in the half year report for the De La Rue
                                             Group for the financial period ended 30 September 2024 (v) information
                                             disclosed in a public announcement to a regulatory news service made by De La
                                             Rue prior to the date of this Announcement; or (vi) disclosed in this
                                             Announcement;
 Disclosure Guidance and Transparency Rules  the Disclosure Guidance and Transparency Rules sourcebook issued by the FCA;
 Disclosure Table                            the disclosure table on the Takeover Panel's website at
                                             www.thetakeoverpanel.org.uk;
 DLR DB Pension Scheme                       the De La Rue Pension Scheme, a defined benefit pension scheme operated by the
                                             Company;
 DLR Newco                                   DLR Newco Limited, a subsidiary of De La Rue Holdings;
 De La Rue US                                De La Rue North America Holdings Inc.;
 Effective                                   in the context of the Acquisition: (a) if the Acquisition is implemented by
                                             way of a Scheme, the Scheme having become effective in accordance with its
                                             terms, upon the delivery of the Court Order to the Registrar of Companies; or
                                             (b) if the Acquisition is implemented by way of a Takeover Offer, the Takeover
                                             Offer having been declared or become unconditional in all respects in
                                             accordance with the requirements of the Code;
 Effective Date                              the date upon which: (a) the Scheme becomes Effective; or (b) if the
                                             Acquisition is implemented by way of a Takeover Offer, the Takeover Offer
                                             becomes Effective;
 Enlarged Group                              the combined De La Rue Group and Bidco Group following the Effective Date;
 Excluded Shares                             any De La Rue Shares:

                                             a)   registered in the name of, or beneficially owned by, Bidco, Atlas, any
                                             member of the Atlas Group or any other person holding shares in Bidco, Atlas,
                                             or their respective nominees (if any); or

                                             b)   any Treasury Shares, at any relevant date or time;
 FCA                                         the UK Financial Conduct Authority or its successor from time to time;
 FCA Handbook                                the FCA's Handbook of rules and guidance as amended from time to time;
 Forms of Proxy                              the forms of proxy for use at the Court Meeting and the General Meeting
                                             respectively, which will accompany the Scheme Document;
 FSMA                                        the Financial Services and Markets Act 2000, as amended;
 General Meeting                             the general meeting (or any adjournment, postponement or reconvention thereof)
                                             of De La Rue Shareholders to be convened in connection with the Scheme;
 Governmental Entity                         any supranational, national, state, municipal, local or foreign government,
                                             any minister or instrumentality, subdivision, court or tribunal, arbitrator or
                                             arbitrator panel, regulatory or administrative agency or commission, or other
                                             authority thereof, or any regulatory or quasi-regulatory organisation or
                                             private body exercising any regulatory, taxing, importing or other
                                             governmental or quasi- governmental authority;
 Inducement Fee Agreement                    the inducement fee agreement dated 15 April 2025 made between Bidco and De La
                                             Rue relating to the Acquisition;
 Investec                                    Investec Bank plc, a company incorporated in England and Wales with company
                                             number 00489604;
 ISIN                                        International Securities Identification Number;
 Lazard                                      Lazard & Co., Limited, a company incorporated in England and Wales with
                                             company number 00162175;
 London Stock Exchange                       London Stock Exchange plc, a company incorporated in England and Wales with
                                             company number 02075721;
 Long Stop Date                              15 September 2025, or such later date (if any) as Bidco and De La Rue may,
                                             with the consent of the Takeover Panel, agree and (if required) the Court may
                                             allow;
 NFDISO Condition                            the Condition set out at paragraph 3(b) of Part A of Appendix I;
 NSIA Condition                              the Condition set out at paragraph 3(a) of Part A of Appendix I;
 Offer Period                                the period which commenced on 12 December 2024 (being the date of the
                                             announcement made by De La Rue pursuant to Rule 2.4 of the Code regarding a
                                             possible offer for De La Rue) and ending on the date on which the Acquisition
                                             becomes Effective, lapses or is withdrawn (or such other date as the Takeover
                                             Panel may decide);
 Official List                               the Official List of the FCA;
 Opening Position                            has the same meaning as in Rule 8 of the Code;

Disclosure
 Overseas Shareholders                       De La Rue Shareholders (or nominees of, or custodians or trustees for De La
                                             Rue Shareholders) not resident in, or nationals or citizens of, the United
                                             Kingdom;
 Pension Trustee                             De La Rue Pension Trustee Limited, the trustee of the DLR DB Pension Scheme;
 Registrar of Companies                      the Registrar of Companies of England and Wales;
 Regulations                                 the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended;
 Resolution                                  the resolution to be proposed by De La Rue at the General Meeting in
                                             connection with the Acquisition;
 Restricted Jurisdiction                     any jurisdiction where local laws or regulations may result in a significant
                                             risk of civil, regulatory or criminal exposure if information concerning the
                                             Acquisition is sent or made available in that jurisdiction;
 RIS                                         a service approved by the London Stock Exchange for the distribution to the
                                             public of announcements and included within the list maintained on the London
                                             Stock Exchange's website;
 Sanction Hearing                            the hearing by the Court to sanction the Scheme and, if such hearing is
                                             adjourned, references to the commencement of any such hearing shall mean the
                                             commencement of the final adjournment thereof;
 Scheme                                      the proposed scheme of arrangement under Part 26 of the Companies Act to
                                             effect the Acquisition between De La Rue and the Scheme Shareholders (the full
                                             terms of which will be set out in the Scheme Document), with or subject to any
                                             modification, addition or condition which Bidco and De La Rue may agree, and,
                                             if required, the Court may approve or impose;
 Scheme Document                             the document to be despatched to (amongst others) De La Rue Shareholders
                                             containing, amongst other things, the terms and conditions of the Scheme and
                                             the notices convening the Court Meeting and the General Meeting;
 Scheme Record Time                          the time and date to be specified in the Scheme Document, expected to be 6:00
                                             p.m. (BST) on the Business Day immediately prior to the Effective Date;
 Scheme Shareholders                         holders of Scheme Shares;
 Scheme Shares                               all De La Rue Shares:

                                             (i)    in issue at the date of the Scheme Document;

                                             (ii)     (if any) issued after the date of the Scheme Document and prior
                                             to the Voting Record Time; and

                                             (iii)     (if any) issued at or after the Voting Record Time but at or
                                             before the Scheme Record Time in respect of which the original or any
                                             subsequent holder thereof is bound by the Scheme or shall by such time have
                                             agreed in writing to be bound by the Scheme;

                                             and, in each  remaining in issue at the Scheme Record Time, but excluding any
                                             Excluded Shares;
 Substantial Interest                        in relation to an undertaking, a direct or indirect interest of more than 30
                                             per cent of the total voting rights conferred by the equity share capital (as
                                             defined in section 548 of the Companies Act) of such undertaking;
 Takeover Offer                              should the Acquisition be implemented by way of a takeover offer as defined in
                                             section 974 of the Companies Act, the offer to be made by or on behalf of
                                             Bidco to acquire the entire issued and to be issued share capital of De La Rue
                                             and, where the context requires, any subsequent revision, variation, extension
                                             or renewal of such offer;
 Takeover Panel                              the UK Panel on Takeovers and Mergers;
 Third Party                                 each of a central bank, government or governmental, quasi- governmental,
                                             supranational, statutory, regulatory, professional or investigative body or
                                             authority (including any antitrust or merger control authority), court, trade
                                             agency, professional association, institution, works council, employee
                                             representative body or any other similar body or person whatsoever in any
                                             jurisdiction;
 Treasury Shares                             any De La Rue Shares which are for the time being held by De La Rue as
                                             treasury shares (within the meaning of the Companies Act);
 UK Listing Rules                            the rules and regulations made by the FCA under FSMA, and contained in the
                                             publication of the same name, as amended from time to time;
 United Kingdom or UK                        the United Kingdom of Great Britain and Northern Ireland;
 United States or US or USA                  the United States of America, its territories and possessions, all areas
                                             subject to its jurisdiction or any subdivision thereof, any state of the
                                             United States of America and the District of Columbia;
 US Exchange Act                             the United States Securities Exchange Act of 1934 and the rules and
                                             regulations promulgated thereunder, as amended;
 Volume Weighted                             the volume weighted average of the per share trading prices of De La Rue

Average Price                              Shares on the London Stock Exchange as reported through Bloomberg;
 Voting Record Time                          the date and time specified in the Scheme Document by reference to which
                                             entitlements to vote on the Scheme will be determined, expected to be 6:00
                                             p.m. (BST) on the day which is two days before the date of the Court Meeting
                                             or, if the Court Meeting is adjourned, 6:00 p.m. (BST) on the second day
                                             before the date of such adjourned meeting;
 Wider Bidco Group                           the Bidco Group and associated undertakings and any other body corporate,
                                             partnership, joint venture or person in which Bidco and/or such undertakings
                                             (aggregating their interests) have a direct or indirect Substantial Interest
                                             or the equivalent (excluding, for the avoidance of doubt, any member of the
                                             Wider Target Group);
 Wider Target Group                          De La Rue, its subsidiary undertakings, associated undertakings and any other
                                             undertaking, body corporate, partnership, joint venture or person in which De
                                             La Rue and/or such undertakings (aggregating their interests) have a direct or
                                             indirect Substantial Interest or the equivalent; and
 £ or pence                                  pounds sterling or pence, the lawful currency of the UK.

In this Announcement:

(a)        all times referred to are to British Summer Time (BST)
unless otherwise stated;

(b)        references to the singular include the plural and vice
versa, unless the context otherwise requires;

(c)        "subsidiary", "subsidiary undertaking" and "undertaking"
have the meanings given by the Companies Act and "associated undertaking" has
the meaning given to it by paragraph 19 of Schedule 6 of the Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008,
other than paragraph 1(b) thereof which shall be excluded for this purpose;
and

(d)        all references to statutory provision or law or to any order
or regulation shall be construed as a reference to that provision, law, order
or regulation as extended, modified, replaced or re-enacted from time to time
and all statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom.

 

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