REG - De La Rue PLC - Publication of scheme document

De La RueAnnouncement

09/05/2025 10:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250509:nRSI0839Ia&default-theme=true

RNS Number : 0839I  De La Rue PLC  09 May 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 THAT JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

9 May 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

 

On 15 April 2025, the boards of directors of ACR Bidco Limited ("Bidco") and
De La Rue plc ("De La Rue") announced that they had 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 (the
"Acquisition").

 

Publication of the Scheme Document

The Acquisition is intended to be effected by means of a Court-sanctioned
scheme of arrangement under Part VIII of the Companies Act 2006 (the
"Scheme").

The De La Rue Directors are pleased to announce that a circular relating to
the Scheme (the "Scheme Document") setting out, among other things, a letter
from the Chairman of De La Rue, the full terms and conditions of the Scheme,
an explanatory statement pursuant to Part VIII of the Companies Act 2006, an
expected timetable of principal events, notices of the Court Meeting and the
General Meeting and details of the action to be taken by De La Rue
Shareholders and Scheme Shareholders, has been published today on De La Rue
website at https://www.delarue.com/offer-microsite-disclaimer
(https://protect.checkpoint.com/v2/___https:/url.uk.m.mimecastprotect.com/xdhm0NHL*~*SUh6QqDt1hPkWkG5rPL?itrfns=ijqfwzj.htr___.Y3AxZTpkZWxhcnVlMTYzMDUwMzk1MDQxOTpjOm86NGQzOWMyZjhjMTBjZjcxY2M3N2Q3MjQ2NDQ5ZDlkMDg6NjpmM2Y0OjVlZWQzZWQ3OTcyODk0YzFhNzc1MDQzOTViYmIzNjNmYjQ0NWE0OTljZjQ5OWRkNzdkZjUwMTM2ZTc3MTlmNzU6cDpUOlQ)
.

Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting
and the General Meeting (or, depending on De La Rue Shareholders'
communication preferences, an email giving details of the website where the
Scheme Document and Forms of Proxy may be accessed) are being sent to De La
Rue Shareholders where applicable.

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

All times shown in this document are British Summer Time, unless otherwise
stated. All dates and times in relation to the Scheme timetable are based on
De La Rue's and Bidco's current expectations and are subject to change. If any
of the dates and/or times in this document change, the revised date and/or
time will be notified to De La Rue Shareholders by announcement through the
Regulatory Information Service of the London Stock Exchange and by posting
notice of these dates and times on De La Rue's website at
https://www.delarue.com/offer-microsite-disclaimer
(https://protect.checkpoint.com/v2/___https:/url.uk.m.mimecastprotect.com/xdhm0NHL*~*SUh6QqDt1hPkWkG5rPL?itrfns=ijqfwzj.htr___.Y3AxZTpkZWxhcnVlMTYzMDUwMzk1MDQxOTpjOm86NGQzOWMyZjhjMTBjZjcxY2M3N2Q3MjQ2NDQ5ZDlkMDg6NjpmM2Y0OjVlZWQzZWQ3OTcyODk0YzFhNzc1MDQzOTViYmIzNjNmYjQ0NWE0OTljZjQ5OWRkNzdkZjUwMTM2ZTc3MTlmNzU6cDpUOlQ)
.

Action required

Notices of the Court Meeting and the General Meeting set out in Parts IX and X
respectively of the Scheme Document. You will also find enclosed with the
Scheme Document:

·      a PINK Form of Proxy for use at the Court Meeting on 3 June 2025;

·      a WHITE Form of Proxy for use at the General Meeting on 3 June
2025; and

·      a reply-paid envelope for use only in the United Kingdom for the
returns of the PINK and WHITE Forms of Proxy.

Whether or not you plan to attend the Shareholder Meetings, please complete
the Forms of Proxy in accordance with the instructions printed on them and to
return them to: Computershare at The Pavilions, Bridgwater Road, Bristol, BS99
6ZY, United Kingdom as soon as possible and, in any event, so as to be
received by no later than:

·      10.00 a.m. (BST) on 30 May 2025 in the case of the PINK Form of
Proxy for the Court Meeting; and

·      10.15 a.m. (BST) on 30 May 2025 in the case of the WHITE Form of
Proxy for the General Meeting,

(or, in the case of any adjournment, not later than 48 hours (excluding
non-working days) before the time fixed for the adjourned meeting). A
reply-paid envelope has been provided for use in the United Kingdom only. The
Scheme requires approval at both the Court Meeting and the General Meeting.

If the PINK Form of Proxy for the Court Meeting is not received by
Computershare by 10.00 a.m. (BST) on 30 May 2025, it may be handed to the
Chair of the Court Meeting before the taking of the poll at the Court Meeting.
However, if the WHITE Form of Proxy for the General Meeting is not received by
Computershare by 10.15 a.m. (BST) on 30 May 2025, it will be invalid.

If you hold your De La Rue Shares in CREST, you may vote using the CREST
voting service in accordance with the procedures set out in the CREST Manual
via CREST (please also refer to the accompanying notes on the notices of the
Shareholder Meetings set out in Parts IX and X of this document and in the
Forms of Proxy).

Proxies submitted electronically through CREST must be sent as soon as
possible, and in any event, so as to be received by no later than 10.00 a.m.
(BST) on 30 May 2025 in the case of the Court Meeting and by 10.15 a.m. (BST)
on 30 May 2025 in the case of the General Meeting (or in the case of any
adjournment, not later than 48 hours (excluding non-working days) before the
time fixed for the holding of the adjourned meeting).

The Court Meeting and the General Meeting will be held at the offices of De La
Rue plc at De La Rue House, Jays Close, Viables, Basingstoke, Hampshire, RG22
4BS at 10.00 a.m. (BST) and 10.15 a.m., respectively, on 3 June 2025.

If you propose to attend the Shareholder Meetings, please detach from the
Forms of Proxy and bring with you the attendance slip to assist your
admission.

Completing and returning the Forms of Proxy or completing and transmitting a
CREST Proxy Instruction will not prevent you from attending and voting in
person at the Shareholder Meetings, or any adjournment of the Shareholder
Meetings, if you so wish and are so entitled.

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 6
May 2025 (being the latest practicable date prior to the date of the Scheme
Document)), 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.

Scheme Shareholders should carefully read the Scheme Document in its entirety
before making a decision with respect to the Scheme.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also set out in the appendix to this
Announcement.

The Scheme remains conditional on the approval of the requisite majority of
eligible Scheme Shareholders voting (in person or by proxy) at the Court
Meeting and the requisite majority of eligible De La Rue Shareholders voting
(in person or by proxy) at the General Meeting. The Scheme is also subject to
satisfaction (or, where applicable, waiver) of the other Conditions set out in
the Scheme Document, including the approval of the Court. The Scheme is
expected to become Effective on 2 July 2025.

Shareholder helpline

If you have any questions relating to this document (or any information
incorporated by reference into this document), the Shareholder Meetings or the
completion and return of the Forms of Proxy, please telephone Computershare 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 8.30 a.m. (BST)
and 5.30 p.m. (BST), Monday to Friday excluding public holidays in England and
Wales. Different charges may apply to calls from mobile telephones and calls
may be recorded and randomly monitored for security and training purposes. The
helpline cannot provide advice on the merits of the Acquisition nor give any
financial, legal or tax advice.

Other information

Copies of this announcement and the Scheme Document will be available for
viewing on De La Rue's website at
https://www.delarue.com/offer-microsite-disclaimer
(https://protect.checkpoint.com/v2/___https:/url.uk.m.mimecastprotect.com/xdhm0NHL*~*SUh6QqDt1hPkWkG5rPL?itrfns=ijqfwzj.htr___.Y3AxZTpkZWxhcnVlMTYzMDUwMzk1MDQxOTpjOm86NGQzOWMyZjhjMTBjZjcxY2M3N2Q3MjQ2NDQ5ZDlkMDg6NjpmM2Y0OjVlZWQzZWQ3OTcyODk0YzFhNzc1MDQzOTViYmIzNjNmYjQ0NWE0OTljZjQ5OWRkNzdkZjUwMTM2ZTc3MTlmNzU6cDpUOlQ)
by no later than 12.00 p.m. on 12 May 2023, being the Business Day following
the date of publication of the Scheme Document, (subject to any applicable
restrictions relating to persons resident in Restricted Jurisdictions) up to
and including the Effective Date or the date the Scheme lapses or is
withdrawn, whichever is earlier.

 

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.

 

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out the expected dates for
implementation of the Scheme. All times shown are British Summer Time. All
dates and times are based on Bidco's and De La Rue's current expectations and
are subject to change. If any of the dates and/or times in this expected
timetable change, the revised dates and/or times will be notified through a
Regulatory Information Service, with such announcement being made available on
De La Rue's website at https://www.De La Rue.com/offer-microsite.

 Event                                                                           Expected time/date
 Publication of this document                                                    9 May 2025
 Latest time for lodging Forms of Proxy for the:
 Court Meeting (PINK Form of Proxy)                                              10.00 a.m. on 30 May 20251
 General Meeting (WHITE Form of Proxy)                                           10.30 a.m. on 30 May 20252
 Scheme Voting Record Time                                                       6.00 p.m. on 30 May 20253
 Court Meeting                                                                   10.00 a.m. on 3 June 2025
 General Meeting                                                                 10.30 a.m. on 3 June 20254
 Certain of the following dates are subject to change (please see note (5)
 below):
 Scheme Court Hearing                                                            30 June 20255

 Last day of dealings in, and for registration of transfers of, De La Rue        1 July 20255
 Shares
 Scheme Record Time                                                              6.00 p.m. on 1 July 20255
 Disablement in CREST in respect of De La Rue Shares                             6.00 p.m. on 1 July 20255
 Suspension of listing of, and dealings in, De La Rue Shares                     By 7.30 a.m. on 2 July 20255
 Effective Date                                                                  2 July 20255
 Cancellation of listing on the Official List and trading on the Main Market of  8.00 a.m. on 3 July 20255
 De La Rue Shares
 Latest date for dispatch of cheques/settlement through CREST                    14 days after the Effective Date
 Latest date by which Scheme must be implemented, the Long Stop Date             15 September 20256

 

1     The PINK Form of Proxy for the Court Meeting should be received by
Computershare before 10.00 a.m. (BST) on 30 May 2025, or, if the Court
Meeting is adjourned, not later than 48 hours (excluding non-working days)
before the time fixed for the holding of the adjourned meeting. PINK Forms of
Proxy not so received may be handed to the Chair of the Court Meeting before
the taking of the poll at the Court Meeting.

2     The WHITE Form of Proxy for the General Meeting should be received
by Computershare before 10.15 a.m. (BST) on 30 May 2025 in order for it to be
valid, or, if the General Meeting is adjourned, not later than 48 hours
(excluding non-working days) before the time fixed for the holding of the
adjourned meeting. The WHITE Form of Proxy cannot be handed to the Chair of
the General Meeting at the General Meeting.

3     If a Shareholder Meeting is adjourned, only those Scheme
Shareholders (in the case of the Court Meeting) and De La Rue Shareholders (in
the case of the General Meeting) on the register of members of De La Rue at
6.00 p.m. (BST) on the day which is two days (excluding non-working days)
before the adjourned meeting will be entitled to attend and vote.

4     To commence at the time fixed or, if later, immediately after the
conclusion or adjournment of the Court Meeting.

5     The dates and times given are indicative only and are based on
current expectations and are subject to change. References to times are to
British Summer Time unless otherwise stated. If any of the times and/or dates
above change, the revised times and/or dates will be notified to De La Rue
Shareholders by announcement through a Regulatory Information Service.

6     This is the last date by which the Scheme must be implemented unless
Bidco and De La Rue, with the prior consent of the Panel and, if required, the
approval of the Court, agree in writing a later date.

 

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.

 

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.

 

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.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ODPSSISUUEISEDI