REG - Valderrama Ltd Dignity PLC - MANDATORY CASH OFFER

DignityAnnouncement

19/04/2023 12:45

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RNS Number : 7907W  Valderrama Ltd  19 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.

19 April 2023

 

MANDATORY 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)

Mandatory Offer unconditional

1             Introduction

On 23 January 2023, the boards of directors of Dignity and Bidco announced
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.

On 14 April 2023, Bidco announced that, as a result of certain purchases of
Dignity Shares, the Offer had become a mandatory cash offer for the entire
issued and to be issued share capital of Dignity not already owned or
controlled by Bidco (or any persons acting in concert with it) at a price of
550 pence per Dignity Share, in accordance with Rule 9 of the Takeover Code
(the "Mandatory Offer" and Bidco's announcement of such Mandatory Offer, the
"Mandatory Offer Announcement").

Terms used but not defined in this announcement have the same meaning given to
them in the Offer Document, as amended by the Mandatory Offer Announcement.
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) .

As set out in full in the Mandatory Offer Announcement, the Mandatory Offer
was conditional only upon Bidco having received valid acceptances in respect
of such number of Dignity Shares as, together with any Dignity Shares acquired
or agreed to be acquired (whether pursuant to the Mandatory Offer or
otherwise), would result in Bidco and any person acting in concert with it
holding Dignity Shares carrying more than 50% of the voting rights then
normally exercisable at a general meeting of Dignity (the "Acceptance
Condition").

Bidco is pleased to announce that the Acceptance Condition has been satisfied
and that the Mandatory Offer has now become unconditional. Further details are
set out below.

Bidco urges all Dignity Shareholders to proceed to accept the Mandatory Offer
in accordance with the instructions set out in paragraph 6 below (unless they
have previously accepted the Mandatory Offer or sold their Dignity Shares to
Bidco).

2             Level of acceptances

In accordance with Rule 17 of the Takeover Code, Bidco announces that, as at
11:00 a.m. on 19 April 2023, valid acceptances of the Mandatory Offer had been
received in respect of a total of 4,552,409 Dignity Shares, representing
approximately 9.08% of Dignity's issued share capital.

The above total includes Alternative Offers Elections in respect of 1,381,104
Dignity Shares, representing approximately 2.75% of Dignity's issued share
capital and approximately 7.61% 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.

The above total includes acceptances received in respect of 500,000 Dignity
Shares, representing approximately 1.00% of Dignity's issued share capital,
which were subject to a letter of intent to accept the Mandatory Offer from
Ravenscroft Group.

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

·        an irrevocable undertaking to accept the Mandatory 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((1)); and

·        a letter of intent to accept the Mandatory Offer from 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.

This irrevocable undertaking and the letter of intent remained outstanding as
at 11:00 a.m. on 19 April 2023.

3             Interests in Dignity Shares

As at 11:00 a.m. on 19 April 2023, 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
 Bidco((*))                                  Holding                       12,526,961                24.98
 Bidco                                       Interest in securities((**))  1,288,226                 2.57
 PAMP (as discretionary investment manager)  Holding                       4,515,010                 9.01
 Castelnau                                   Holding                       10,361,149                20.67
 Total                                                                     28,691,346                57.23

(*) Held by Morgan Stanley Client Securities Nominees Limited as nominee for
Bidco.

(**) These Dignity Shares were purchased by Bidco in the market on a T+2
settlement basis.  As at the date and time of this announcement, settlement
has not yet occurred and, as a result, this number of Dignity Shares is not
included in the total number of Dignity Shares which Bidco may count towards
satisfaction of the Acceptance Condition (as set out in paragraph 4 below).

Save as disclosed in this announcement, as at 11:00 a.m. on 19 April 2023,
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 satisfied and Mandatory Offer
unconditional

As at 11:00 a.m. on 19 April 2023, Bidco may count 31,955,529 Dignity Shares,
representing approximately 63.74% of Dignity's issued share capital, towards
satisfaction of the Acceptance Condition.

The Mandatory Offer has, therefore, now become unconditional.

Upon settlement of the market purchases marked with (**) in the table in
paragraph 3 above, Bidco would be able to count 33,243,755 Dignity Shares,
representing approximately 66.31% of Dignity's issued share capital, towards
satisfaction of the Acceptance Condition.

5             Mandatory Offer remains open

Dignity Shareholders who have not yet accepted the Mandatory Offer and/or made
Alternative Offers Elections should note that:

·        the Cash Offer will remain open for acceptance until further
notice.  Bidco will give at least 14 days' notice by an announcement before
the Cash Offer is closed; and

·        as set out in the Offer Document, Bidco will close the
Alternative Offers on 3 May 2023 (the "Scale Back Date"). After 1.00 p.m. on
the Scale Back Date, Dignity Shareholders will no longer be able to make
Alternative Offers Elections and any Dignity Shareholders who purport to make
such Alternative Offers Elections will not receive any Valderrama D Shares or
New Castelnau Consideration Shares, as applicable, but will instead receive
the Cash Offer only. The closure of the Alternative Offers will be announced
by Bidco via a Regulatory Information Service.

6             Acceptance procedure

Bidco urges all Dignity Shareholders who have not yet accepted the Mandatory
Offer and/or made Alternative Offers Elections 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 Mandatory Offer and make any Alternative Offers
Elections in respect of certificated Dignity Shares, Dignity Shareholders must
complete and return the Form of Acceptance, together with their share
certificate(s) and/or other document(s) of title, as soon as possible and so
as to be received by Link Group at Corporate Actions, 10th Floor, Central
Square, 29 Wellington Street, Leeds LS1 4DL; and

·        acceptances and Alternative Offers Elections in respect of
uncertificated Dignity Shares should be made electronically through CREST so
that the TTE instruction settles as soon as possible.

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.

7             Cancellation of trading and admission of Dignity
Shares, re-registration and compulsory acquisition

Dignity Shareholders are reminded that, now that the Mandatory Offer has
become unconditional, if Bidco has, by virtue of its shareholdings and
acceptances of the Mandatory Offer acquired, or agreed to acquire, Dignity
Shares representing at least 75% of the voting rights of Dignity, Bidco
intends to procure the making of an application by Dignity for cancellation,
respectively, of the listing of Dignity Shares on the Official List and of the
trading in Dignity Shares on the Main Market, and to re-register Dignity as a
private limited company. Provided that Bidco has, by virtue of its
shareholdings and acceptances of the Mandatory Offer, acquired Dignity Shares
carrying 75% or more of the voting rights of Dignity, a notice period of 20
business days (as such term is defined in the Listing Rules) before the
cancellation will commence on the date on which Bidco has made an announcement
of that fact.

The cancellation of the listing of Dignity Shares on the Official List and to
trading on the Main Market will substantially reduce the liquidity and
marketability of any Dignity Shares not assented to the Mandatory Offer at
that time.

If Bidco receives acceptances under the Mandatory Offer in respect of, or
otherwise acquires, 90% or more of the Dignity Shares to which the Mandatory
Offer relates, Bidco will exercise its rights pursuant to the provisions of
Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the
remaining Dignity Shares in respect of which the Mandatory Offer has not been
accepted.

8             Settlement

The timing for settlement of consideration to which any Dignity Shareholder is
entitled under the Mandatory Offer shall be as follows:

·        in the case of acceptances of the Cash Offer only which have
been received and are complete in all respects on or before the date of this
announcement, within 14 days of the date of this announcement;

·        in the case of further acceptances of the Cash Offer only,
within 14 days of the date of receipt of an acceptance which is complete in
all respects; and

·        in the case of valid Alternative Offers Elections (or a
combination of acceptances of the Cash Offer and valid Alternative Offers
Elections), on the fifth Business Day after the Scale Back Date.

Dignity Shareholders should refer to paragraph 15 of Part II of the Offer
Document for further details on how settlement of consideration under the
Mandatory Offer shall be effected.

9             General

The calculations in this announcement are based on 50,132,144 Dignity Shares
in issue as at 11:00 a.m. on 19 April 2023.

((1)) This irrevocable undertaking will lapse and cease to be binding if (i)
the Mandatory 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 Mandatory 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 Mandatory
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

Macfarlanes LLP is acting as legal adviser to Bidco and the Consortium.
Slaughter and May is acting as legal adviser to Dignity.

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 Mandatory Offer is being
made solely by means of the Offer Document (as amended by the Mandatory Offer
Announcement) and the Form of Acceptance, which, together, contain the full
terms and conditions of the Mandatory Offer, including details of how it may
be accepted.

In addition to the Offer Document published by Bidco (as amended by the
Mandatory Offer Announcement), 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 (as amended by the Mandatory Offer
Announcement), the Castelnau Prospectus (as supplemented by the Supplementary
Prospectus) and the Form of Acceptance carefully because they contain
important information in relation to the Mandatory Offer and the New Castelnau
Consideration Shares.  Any decision by Dignity Shareholders in respect of the
Mandatory Offer should be made only on the basis of the information contained
in the Offer Document (as amended by the Mandatory Offer Announcement), 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 Mandatory
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 Mandatory 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 Mandatory Offer is being made in the United States pursuant to the
applicable US tender offer rules, subject to the exemption provided under Rule
14d-1(c) under the Exchange Act of 1934, as amended, for a Tier I tender
offer, and otherwise in accordance with the requirements of the Takeover Code.
Accordingly, the Mandatory 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.

To the extent permissible under applicable law or regulations, Bidco and its
affiliates or its brokers and its broker's affiliates (acting as agents for
Bidco or its affiliates, as applicable) may from time to time after the date
of the Offer Document and the date hereof and during the pendency of the
Mandatory Offer, and other than pursuant to the Mandatory Offer, directly or
indirectly purchase or arrange to purchase Dignity Shares or any securities
that are convertible into, exchangeable for or exercisable for Dignity Shares.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. To the extent information about
such purchases or arrangements to purchase is made public in the United
Kingdom, such information will be disclosed by means of a press release or
other means reasonably calculated to inform US holders of Dignity of such
information. In addition, the financial advisers to Bidco also may engage in
ordinary course trading activities in securities of Dignity, which also may
include purchases or arrangements to purchase such securities. To the extent
required in the United Kingdom, any information about such purchases will be
made public in the United Kingdom in the manner required by United Kingdom
law.

Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disapproved the Mandatory Offer, passed any
comments upon the merits or fairness of the Mandatory Offer, passed any
comments on the adequacy or completeness of the Offer Document or hereof, or
passed any comment on whether the content in the Offer Document or herein is
correct or complete. Any representation to the contrary is a criminal offence
in the US.

The receipt of cash pursuant to the Mandatory 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 Mandatory 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 Mandatory 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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