REG - Valderrama Ltd Dignity PLC - Acceptance Level Announcement

DignityAnnouncement

11/04/2023 07:00

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RNS Number : 7217V  Valderrama Ltd  11 April 2023

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

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS
EQUIVALENT DOCUMENT AND NO INVESTMENT DECISION IN RELATION TO THE ACQUISITION,
THE VALDERRAMA SHARES OR THE NEW CASTELNAU CONSIDERATION SHARES SHOULD BE MADE
EXCEPT ON THE BASIS OF INFORMATION IN THE OFFER DOCUMENT AND THE CASTELNAU
PROSPECTUS (AS SUPPLEMENTED BY THE SUPPLEMENTARY PROSPECTUS (AS DEFINED
BELOW).

FOR IMMEDIATE RELEASE.

11 April 2023

 

recommended CASH OFFER

FOR

DiGNITY PLC ("DIGNITY")

BY

yellow (spc) bidco limited ("BIDCO")

(a newly formed company indirectly owned or controlled by a consortium
comprised of joint offerors SPWOne V Limited, Castelnau Group Limited and
Phoenix Asset Management Partners Limited)

ACCEPTANCE LEVEL ANNOUNCEMENT

 

1             Introduction

The boards of directors of Dignity and Bidco announced on 23 January 2023 that
they had reached agreement on the terms of a recommended cash offer to be made
by Bidco to acquire the entire issued and to be issued share capital of
Dignity, other than the Dignity Shares already owned or controlled by
Castelnau and PAMP.

Bidco published an offer document on 14 February 2023 (the "Offer Document"),
setting out the full terms and conditions of the Offer. Terms used but not
defined in this announcement have the same meaning given to them in the Offer
Document. All references to times in this announcement are to London times,
unless otherwise stated. A copy of the Offer Document is available on
Castelnau's website at www.castelnaugroup.com (http://www.castelnaugroup.com)
.

2             Level of acceptances

In accordance with Rule 17 of the Takeover Code, Bidco announces that, as at
4.00 p.m. on 6 April 2023, being the last practicable date prior to the time
and date of this announcement (the "Latest Practicable Date"), valid
acceptances of the Offer had been received in respect of a total of 1,576,596
 Dignity Shares, representing approximately 3.14% of Dignity's issued share
capital and approximately 4.47% of Dignity's issued share capital excluding
the Consortium Rollover Shares.

The above total includes Alternative Offers Elections in respect of 59,662
Dignity Shares, representing approximately 0.12% of Dignity's issued share
capital and approximately 0.33% of the Alternative Offers Maximum.

So far as Bidco is aware, none of these acceptances have been received from
persons acting in concert with Bidco or in respect of Dignity Shares which are
subject to an irrevocable undertaking or letter of intent.

As described in paragraph 5 of Appendix C to the Offer Document, Bidco
received:

 ●    an irrevocable undertaking to accept the Offer from Dignity's CEO, Kate
      Davidson MBE, in respect of 11,933 Dignity Shares, representing approximately
      0.02% of Dignity's issued share capital and approximately 0.03% of Dignity's
      issued share capital excluding the Consortium Rollover Shares(1); and
 ●    letters of intent to accept the Offer from each of (i) Artemis Investment
      Management (acting in its capacity as investment adviser for and on behalf of
      Artemis Strategic Assets Fund and Artemis Alpha Trust plc) in respect of
      4,627,107 Dignity Shares, representing approximately 9.23% of Dignity's issued
      share capital and approximately 13.12% of Dignity's issued share capital
      excluding the Consortium Rollover Shares, and (ii) Ravenscroft Group in
      respect of 500,000 Dignity Shares, representing approximately 1.00% of
      Dignity's issued share capital and approximately 1.42% of Dignity's issued
      share capital excluding the Consortium Rollover Shares.

 

This irrevocable undertaking and the letters of intent remained outstanding as
at 4.00 p.m. on the Latest Practicable Date.

3             Interests in Dignity Shares

As at the close of business on the Latest Practicable Date, Bidco and persons
acting in concert with it had the following interests in relevant Dignity
securities:

 Name                                        Nature of interest  Number of Dignity Shares  Percentage of Dignity's issued share capital
 PAMP (as discretionary investment manager)  Holding             4,515,010                 9.01
 Castelnau                                   Holding             10,361,149                20.67
 Total                                                           14,876,159                29.68

 

Save as disclosed in this announcement, as at the close of business on the
Latest Practicable Date, neither Bidco nor any person acting in concert with
Bidco had:

 ●    any interest in, or any right to subscribe for, or any short position (whether
      conditional or absolute and whether in the money or otherwise) in, including
      any short position made under a derivative in relation to, or is party to any
      agreement to sell or has any delivery obligation or right to require another
      person to purchase or take delivery of, any relevant Dignity securities;
 ●    any outstanding irrevocable commitment or letter of intent with respect to any
      relevant Dignity securities; or
 ●    borrowed or lent any relevant Dignity securities, save for any borrowed shares
      which have either been on-lent or sold.

4             Acceptance Condition

As at 4.00 p.m. on 6 April 2023, Bidco may count 1,576,596 Dignity Shares,
representing approximately 3.14% of Dignity's issued share capital and
approximately 4.47% of Dignity's issued share capital excluding the Consortium
Rollover Shares, towards satisfaction of the Acceptance Condition.

Dignity Shareholders are reminded that, as set out in the Offer Document, the
Offer is subject to the satisfaction of a number of Conditions (including, in
particular, the Acceptance Condition) which, as at the date of this
announcement, remain outstanding. Subject to the satisfaction or (if
permitted) waiver of the Conditions, it is expected that the Offer will become
or be declared unconditional during the second quarter of 2023.

5             Unconditional Date

The Offer, which remains subject to the outstanding Conditions set out in the
Offer Document, remains open until 1.00 p.m. on 4 May 2023 (the "Unconditional
Date").

6             Acceptance procedure

Dignity Shareholders who have not yet accepted the Offer and/or made
Alternative Offers Elections are urged to do so as soon as possible in
accordance with the procedures set out in paragraph 13 of Part II of, and in
Part 4 and Part 5 of Appendix A to, the Offer Document.  By way of summary:

 ●    to accept the Offer and make any Alternative Offers Elections in respect of
      certificated Dignity Shares, you must complete and return the Form of
      Acceptance, together with your share certificate(s) and/or other document(s)
      of title, as soon as possible and, in any event, so as to be received by Link
      Group at Corporate Actions, 10th Floor, Central Square, 29 Wellington Street,
      Leeds LS1 4DL by no later than 1.00 p.m. on the Unconditional Date; and
 ●    acceptances and Alternative Offers Elections in respect of uncertificated
      Dignity Shares should be made electronically through CREST so that the TTE
      instruction settles no later than 1.00 p.m. on the Unconditional Date.

CREST sponsored members should refer to their CREST sponsor, as only the CREST
sponsor will be able to send the necessary TTE instruction(s) to Euroclear.

In addition, Eligible Dignity Shareholders who wish to make an election for
the Unlisted Share Alternative must, regardless of whether they hold their
Dignity Shares in certificated or uncertificated form, complete and return the
Valderrama KYC Form that accompanied the Offer Document.

Dignity Shareholders are reminded that, as set out in the Offer Document,
Bidco intends to close the Alternative Offers on the date falling 14 days
after the date on which the Offer has become or been declared unconditional
(referred to in the Offer Document as the "Scale Back Date").  Any closure of
the Alternative Offers will be announced by Bidco via a Regulatory Information
Service. If Bidco chooses to leave the Offer open for acceptance following the
Scale Back Date, Dignity Shareholders will no longer be able to make
Alternative Offers Elections and any Dignity Shareholders who purport to make
Alternative Offers Elections after the Alternative Offers have been closed
will not receive any Valderrama D Shares or New Castelnau Consideration
Shares, as applicable, but will instead receive the Cash Offer only.

7             General

The calculations in this announcement are based on 50,132,144 Dignity Shares
in issue as at the close of business on the Latest Practicable Date.

 (i)  This irrevocable undertaking will lapse and cease to be binding if (i) the
      Offer is declared unconditional in accordance with the requirements of the
      Takeover Code or (if Bidco elects to implement the Acquisition by way of a
      Scheme) the Scheme becomes effective in accordance with its terms; (ii) Bidco
      announces, with consent of the Panel, that it does not intend to proceed with
      the Acquisition and no new, revised or replacement offer or scheme is
      announced in accordance with Rule 2.7 of the Takeover Code, either at the same
      time as or within two Business Days of such announcement; (iii) the Offer
      lapses or is withdrawn, unless Bidco announces, within five Business Days of
      such lapse or withdrawal and with the consent of the Panel, a firm intention
      to switch to a Scheme (or vice versa, if Bidco elects to implement the
      Acquisition by way of a Scheme); (iv) the Offer does not become unconditional
      in accordance with the requirements of the Takeover Code by the Longstop Date,
      or, if Bidco elects to implement the Acquisition by way of a Scheme, the
      Scheme does not become effective by the Longstop Date; or (v) any competing
      offer is declared unconditional in accordance with the requirements of the
      Takeover Code (if implemented by way of a takeover offer) or otherwise becomes
      effective (if implemented by way of a Scheme).

 

 Enquiries
 SPWOne                                                                 info@SPWOne.com

Nick Edwards / Chris Wensley / Adam Bulmer

 PAMP / Castelnau                                                       +44 20 8600 0100
 Gary Channon / Steve Tatters / Graham Shircore

 Morgan Stanley (Financial adviser to Bidco)                            +44 20 7425 8000
 Laurence Hopkins / Richard Brown / Anusha Vijeyaratnam

 Liberum (Corporate broker to Castelnau)                                +44 20 3100 2222
 Darren Vickers / Owen Matthews / William King

 H/Advisors Maitland (PR adviser to Bidco)                              +44 20 7379 5151
 William Clutterbuck / Jason Ochere / Jonathan Cook

 Dignity                                                                +44 20 7466 5000

Kate Davidson MBE - Chief Executive Officer

Giovanni (John) Castagno - Chair

 Rothschild & Co (Financial adviser and Rule 3 adviser to Dignity)      +44 20 7280 5000
 Majid Ishaq / John Byrne / Ali Kazmi

 Investec (Corporate broker to Dignity)                                 +44 20 7597 4000
 Gary Clarence / Ben Farrow

 Buchanan (PR adviser to Dignity)                                       +44 20 7466 5000
 Chris Lane / Hannah Ratcliff / Verity Parker

 

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer or invitation to purchase, or otherwise acquire, subscribe for,
sell or otherwise dispose of, any securities, or the solicitation of any vote
or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Dignity or any
member of the Consortium pursuant to the Acquisition or otherwise in any
jurisdiction in contravention of applicable laws. The Offer is being made
solely by means of the Offer Document and the Form of Acceptance, which,
together, contain the full terms and conditions of the Offer, including
details of how it may be accepted.

In addition to the Offer Document published by Bidco, Castelnau published the
Castelnau Prospectus (as supplemented by the supplementary prospectus
published by Castelnau on 4 April 2023 (the "Supplementary Prospectus")),
containing information on, amongst other things, the New Castelnau
Consideration Shares.  Dignity Shareholders should read the Offer Document,
the Castelnau Prospectus (as supplemented by the Supplementary Prospectus) and
the Form of Acceptance carefully because they contain important information in
relation to the Offer and the New Castelnau Consideration Shares.  Any
decision by Dignity Shareholders in respect of the Offer should be made only
on the basis of the information contained in the Offer Document, the Castelnau
Prospectus (as supplemented by the Supplementary Prospectus) and the Form of
Acceptance

This announcement does not constitute a prospectus or prospectus equivalent
document.  Approval of the Castelnau Prospectus and/or the Supplementary
Prospectus by the FCA should not be understood as an endorsement of the New
Castelnau Consideration Shares.

Information relating to Dignity Shareholders

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

Overseas jurisdictions

The release, publication or distribution of this announcement in or into
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements. In particular, the ability of
persons who are not resident in the United Kingdom to accept the Offer or to
execute and deliver a Form of Acceptance may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to comply with
the applicable restrictions may constitute a violation of the securities laws
of any such jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions by any
person. This announcement has been prepared for the purpose of complying with
English law and the Takeover Code and the information disclosed may not be the
same as that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside the United
Kingdom.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, neither the Listed Share
Alternative nor the Unlisted Share Alternative are being made available,
directly or indirectly, in, into or from a Restricted Jurisdiction and no
Dignity Shareholder may make an Alternative Offers Election by any use, means
or instrumentality (including facsimile, e-mail or other electronic
transmission or telephone) of interstate or foreign commerce of, or of any
facility of, a national, state or other securities exchange of a Restricted
Jurisdiction. In addition, unless otherwise determined by Bidco or required by
the Takeover Code, the Listed Share Alternative is not being made available to
any Dignity Shareholder whose registered address is in an EEA Member State.

The availability of the Acquisition to Dignity Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should inform
themselves about, and observe, any applicable legal or regulatory requirements
of their jurisdictions.

Details in relation to Dignity Shareholders in overseas jurisdictions are also
contained in the Offer Document.

The Acquisition is subject to the applicable requirements of the Takeover
Code, the Panel, the LSE and the FCA.

Additional information for US investors

The Offer relates to the securities of a UK company and is subject to UK
disclosure requirements, which are different from those of the United States.
Financial information included in this announcement, the Offer Document and
the Castelnau Prospectus (as supplemented by the Supplementary Prospectus)
has been or will have been prepared in accordance with accounting standards
applicable in the United Kingdom that may not be comparable to financial
information of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States.

The Offer is being made in the United States pursuant to the applicable US
tender offer rules and otherwise in accordance with the requirements of the
Takeover Code. Accordingly, the Offer is subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments, that are different
from those applicable under US domestic tender offer procedures and law.

The receipt of cash pursuant to the Offer by a US holder of Dignity Shares
will likely be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as well as
foreign and other, tax laws. Each Dignity Shareholder is urged to consult
their independent professional adviser immediately regarding the tax
consequences of acceptance of the Offer.

It may be difficult for US holders of Dignity Shares to enforce their rights
and any claim arising out of the US federal laws, since Bidco and Dignity are
located in countries other than the US, and some or all of their officers and
directors may be residents of countries other than the US. US holders of
Dignity Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities laws. Further, it
may be difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.

The securities to be issued in connection with either of the Alternative
Offers pursuant to the Offer have not been and will not be registered under
the US Securities Act or the securities laws of any state or other
jurisdiction of the United States.  Valderrama D Shares and New Castelnau
Consideration Shares will only be made available outside of the US to non-US
Persons in offshore transactions within the meaning of, and in accordance
with, the safe harbour from the registration requirements provided by
Regulation S.

Important notices relating to the financial advisers

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is
authorised by the PRA and regulated by the FCA and the PRA in the United
Kingdom, is acting as financial adviser exclusively to Bidco and the members
of the Consortium and for no one else and will not be responsible to anyone
other than Bidco and the members of the Consortium for providing the
protections afforded to its clients or for providing advice in relation to the
matters referred to in this announcement. Neither Morgan Stanley, 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 Morgan Stanley in
connection with the Acquisition, any statement contained in this announcement
or otherwise.

Rothschild & Co, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Dignity and no one else in
connection with the matters referred to in this announcement and will not be
responsible to anyone other than Dignity for providing the protections
afforded to clients of Rothschild & Co, nor for providing advice in
relation to the Acquisition or any other matters referred to in this
announcement. Neither Rothschild & Co nor any of its affiliates (nor 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 Rothschild & Co in connection with this announcement, any
statement contained in this announcement, the Acquisition or otherwise. No
representation or warranty, express or implied, is made by Rothschild & Co
as to the contents of this announcement.

Liberum, which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively as corporate broker to Castelnau and no one else in
connection with the matters referred to in this announcement and will not be
responsible to anyone other than Castelnau for providing the protections
afforded to clients of Liberum, nor for providing advice in relation to the
Acquisition or any other matters referred to in this announcement. Neither
Liberum nor any of its affiliates (nor 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 Liberum in
connection with this announcement, any statement contained in this
announcement, the Acquisition or otherwise. No representation or warranty,
express or implied, is made by Liberum as to the contents of this
announcement.

Investec, which is authorised by the PRA and regulated by the FCA and the PRA,
is acting as corporate broker exclusively to Dignity and for no one else in
connection with the Acquisition or other matters referred to in this
announcement and will not be responsible to anyone other than Dignity for
providing the protections afforded to its clients nor for providing advice in
relation to the Acquisition, the contents of this announcement or any other
matters set out in this announcement. Further, Investec accepts no
responsibility whatsoever and makes no representations or warranty, express or
implied, for or in respect of the contents of this announcement. Investec and
its affiliates accordingly disclaim, to the fullest extent permitted by law,
any and all responsibility and liability whatsoever, arising in tort or
otherwise, which it might otherwise have in respect of this announcement, any
statement contained in this announcement, the Acquisition or otherwise.

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference into this
announcement), oral statements regarding the Acquisition and other information
published by Bidco, the members of the Consortium and Dignity contain
statements which are, or may be deemed to be, "forward-looking statements"
with respect to the financial condition, results of operations and business of
Dignity and certain plans and objectives of Bidco. Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Bidco and Dignity
about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. Forward-looking
statements often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue",
"will", "may", "should", "would", "could", "is subject to", "budget",
"scheduled", "forecast", "intend", or other words of similar meaning. These
statements are based on assumptions and assessments made by Bidco and/or
Dignity in light of their experience and their perception of historical
trends, current conditions, likely future developments and other factors they
believe appropriate. By their nature, forward-looking statements involve risk
and uncertainty, because they relate to events and depend on circumstances
that will occur in the future, and the factors described in the context of
such forward-looking statements in this announcement could cause actual
results and developments to differ materially from those expressed in or
implied by such forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have been correct
and investors are therefore cautioned not to place undue reliance on these
forward-looking statements.

There are several factors which could cause actual results to differ
materially from those expressed or implied in forward-looking statements.
Among the factors that could cause actual results to differ materially from
those described in the forward-looking statements are changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future business
combinations or dispositions. For a discussion of important factors which
could cause actual results to differ from forward-looking statements in
relation to Dignity, refer to the annual report and accounts of Dignity for
the financial year ended 31 December 2021.

Each forward-looking statement speaks only as at the date of this
announcement. Neither Bidco nor Dignity, nor any member of their respective
groups, assumes any obligation to update or revise any forward-looking
statements contained in this announcement (whether as a result of new
information, future events or otherwise), except as required by applicable
law.

Dealing and Opening Position Disclosure Requirements

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

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% 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. on the business day following the date of the relevant
dealing. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an interest
in relevant securities of an offeree company or a securities exchange offeror,
they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Panel's
website at www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk) ,
including details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Castelnau's website at www.castelnaugroup.com (http://www.castelnaugroup.com)
and on Dignity's website at www.dignityplc.co.uk (http://www.dignityplc.co.uk)
by no later than 12 noon on the Business Day following this announcement. For
the avoidance of doubt, the contents of the websites referred to in this
announcement are not incorporated into and do not form part of this
announcement.

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

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.

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