FireAngel SafetyTech Intelligent Safety - Rule 2.7 Announcement

Fireangel Safety Technology

27/10/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231027:nRSa5299Ra&default-theme=true

RNS Number : 5299R  FireAngel Safety Technology Group  27 October 2023

FOR IMMEDIATE RELEASE

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) No. 596/2014 AS IT FORMS PART OF ENGLISH LAW
BY VIRTUE THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED).

27 October 2023

 

RECOMMENDED CASH OFFER

FOR

FIREANGEL SAFETY TECHNOLOGY GROUP PLC

BY

INTELLIGENT SAFETY ELECTRONICS PTE. LTD

Summary

The Boards of Intelligent Safety Electronics Pte. Ltd ("ISE") and FireAngel
Safety Technology Group plc ("FireAngel") are pleased to announce that they
have reached agreement on the terms and conditions of a recommended cash offer
to acquire the issued and to be issued share capital of FireAngel not already
owned or controlled by ISE (the "Offer"). ISE is a company incorporated in
Singapore and wholly-owned by Siterwell Electronics Co., Ltd ("Siterwell"), a
leading manufacturer of intelligent security protection for life and property
which utilises an advanced smart security ecosystem technology. ISE currently
holds approximately 17.46 per cent. of the issued ordinary shares of FireAngel
Safety Technology Group plc.

Under the terms of the Offer, the shareholders of FireAngel ("FireAngel
Shareholders") will be entitled to receive:

7.40 pence per share in cash for each FireAngel Share

·      The Offer of 7.40 pence per share in cash for each FireAngel
Share (the "Offer Price") values the total issued and to be issued share
capital of FireAngel at approximately £27.68 million.

·      The Offer Price represents a premium of:

o  approximately 252.38 per cent. to the Closing Price of 2.10 pence per
FireAngel Share on 26 October 2023 (being the last Business Day prior to the
date of this announcement (the "Announcement"));

o  46.53 per cent. to the price per FireAngel Share of 5.05 pence, being the
price at which FireAngel undertook its £6.1 million (before expenses) equity
fundraising in June 2023; and

o  198.20 per cent. to the volume-weighted average price per FireAngel Share
of 2.48 pence for the last three months to 26 October 2023 (being the last
Business Day prior to the date of this Announcement).

·      The Offer is conditional upon, among other things, valid
acceptances of the Offer being received which, together with FireAngel Shares
already held by ISE, will result in ISE holding FireAngel Shares carrying, in
aggregate, not less than 90 per cent. of the voting rights of FireAngel.

·      The Offer is to be extended to all issued FireAngel Shares not
held by ISE and any further FireAngel Shares which are unconditionally
allotted or issued and fully paid before the Offer closes.

·      If any dividend, distribution or other return of value is
authorised, declared, made or paid in respect of FireAngel Shares on or after
the date of this Announcement, the cash consideration payable for each
FireAngel Share shall be reduced by the amount of any such dividend,
distribution or other return of value. In such circumstances, FireAngel
Shareholders will be entitled to retain any such dividend, distribution, or
other return of value declared, made or paid.

·      Information on the terms and conditions to which the Offer will
be subject is set out in Appendix I and will be set out in an offer document,
which ISE will despatch to FireAngel Shareholders in due course ("Offer
Document").

·      ISE currently holds 52,777,257 FireAngel Shares, representing
approximately 17.46 per cent. of FireAngel's issued ordinary share capital, as
well as 26,388,628 FireAngel Warrants which were issued to it in connection
with the participation of ISE in FireAngel's June 2023 equity fundraising.

·      The consideration payable under the Offer will be funded out of
ISE's existing cash resources which have been made available to it by
Siterwell as a capital contribution.

·      It is intended that the Offer be effected by means of a takeover
offer within the meaning of Part 28 of the Companies Act 2006 ("CA 2006").

·      In ISE's opinion, the highly competitive market environment in
which FireAngel operates and the heightened global macroeconomic challenges
has generated headwinds for both FireAngel and its share price. The board of
ISE believes that the Offer provides a certain path to recover lost value for
FireAngel Shareholders and an immediate and compelling proposition for all
stakeholders.

·      On 6 June 2023, FireAngel announced that it had committed to
undertake a strategic review to explore options to realise value for FireAngel
Shareholders as soon as reasonably practicable. As part of this review, the
FireAngel Board considered a number of alternative strategic options,
including a sale of all or part of the FireAngel Group and further fundraising
options. Extensive work was done in conjunction with external consultants to
ensure all potential avenues to recover and build shareholder and wider
stakeholder value were explored.

·      As part of the strategic review the FireAngel Board had
discussions with a small number of parties, including ISE, in relation to a
possible acquisition of all or part of the Group, which has culminated in the
Offer being made at the Offer Price, representing a significant premium to
FireAngel's current prevailing share price. The Offer follows a number of
previous proposals made by ISE, each of which included a lower offer price per
FireAngel Share than the Offer Price.

·      The FireAngel Directors, who have been so advised by PwC as to
the financial terms of the Offer, consider the terms of the Offer to be fair
and reasonable. In providing financial advice to the FireAngel Directors, PwC
has taken into account the commercial assessments of the FireAngel Directors.

·      Accordingly, the FireAngel Directors unanimously intend to
recommend that the FireAngel Shareholders accept the Offer (or in the event
that the Offer is implemented by way of a Scheme, to vote or procure voting in
favour of such Scheme at the court meeting and the resolutions relating to the
Offer at any general meeting of FireAngel), as they have irrevocably
undertaken so to do (or procure to be done) in respect of their own beneficial
shareholdings (or the shareholdings they control), such holdings amounting to
13,754,611 FireAngel Shares, representing approximately 4.55 per cent. of
FireAngel's issued share capital. PwC is providing independent financial
advice to the FireAngel Directors for the purposes of Rule 3 of the Takeover
Code. These irrevocable undertakings cease to be binding, inter alia, on the
earlier of the Long-stop Date and the time and date on which the Offer is
withdrawn, lapses or otherwise terminates in accordance with its terms, or ISE
announces, with the consent of the Panel, that it does not intend to proceed
with the Offer.

·      This summary should be read in conjunction with the full text of
this Announcement. The Offer will be subject to the conditions and further
terms set out in Appendix I to this Announcement and to the full terms and
Conditions to be set out in the Offer Document to be despatched to FireAngel
Shareholders containing the full terms and conditions of the Offer. Appendix
II to this Announcement contains further details of the sources of information
and bases of calculations set out in this Announcement. Appendix III sets out
further information in respect of Irrevocable Undertakings received by ISE in
respect of the Offer and Appendix IV contains definitions of certain
expressions used in this summary and in this Announcement.

Commenting on the Offer, Andrew Blazye (Chairman of FireAngel) said:

"As part of its strategic review of FireAngel, the Board has considered a
number of options for the Group in order to ensure all potential avenues to
build stakeholder value have been fully explored.

The Board is very mindful of the continued trading challenges the Group faces
in the medium term and believes this offer by ISE represents an opportunity
for shareholders to realise a return, in cash, at a significant premium to
FireAngel's current prevailing share price. FireAngel has a longstanding
relationship with ISE through Siterwell, initially as a valued manufacturing
partner and more recently as a major shareholder, and the Board is confident
that it can provide a supportive environment for FireAngel's long term
success."

Commenting on the Offer, Wang Jiejun (a director of ISE) said:

"We think this is a great deal for FireAngel Shareholders and are delighted
that the Board has recommended our offer. We believe it represents an
excellent premium to the share price and encourage shareholders to accept the
offer."

Copies of this Announcement will be made available on ISE's website at
www.intelligentse.com/?investor (http://www.intelligentse.com/?investor) .

Further information and enquiries

FireAngel

Neil Radley, Chief Executive Officer / Zoe Fox, Chief Finance Officer

+44 24 7771 7700

 

PwC (Financial Adviser to FireAngel)

Iain Reilly / Jon Raggett / Marcela Salgado Escalante

+44 20 7583 5000

 

Shore Capital (Nominated adviser and broker to FireAngel)

Tom Griffiths/ David Coaten/ Tom Knibbs

+44 20 7408 4050

 

Houston (Financial PR to FireAngel)

Kate Hoare / Kay Larsen / Ben Robinson

+44 20 4529 0549

 

ISE

Enquiries to be made via SPARK as set out below.

 

SPARK Advisory Partners Limited (Financial adviser to ISE)

Matt Davis / James Keeshan

Tel: +44 20 3368 3550

 

Hill Dickinson LLP is acting as legal adviser to ISE. Pinsent Masons LLP is
acting as legal adviser to FireAngel.

Important Notices

SPARK Advisory Partners Limited ("SPARK"), which is regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively as financial
advisor to ISE and no one else in connection with the matters referred to in
this Announcement, and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the matters
referred to in this Announcement and is not, and will not be, responsible to
anyone other than ISE for providing the protections afforded to its clients or
for providing advice in relation to the contents of this Announcement or any
transaction or arrangement referred to in this Announcement. Neither SPARK nor
any of its group undertakings 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 SPARK in connection with this Announcement or any matter referred to
herein.

PricewaterhouseCoopers LLP ("PwC"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively as
financial adviser to FireAngel and for no-one else in connection with the
matters referred to in this Announcement and will not be responsible to any
person other than FireAngel for providing the protections afforded to clients
of PwC, nor for providing advice in relation to the contents of this
Announcement. Neither PwC nor any of its members owes, accepts or assume any
duty of care, 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 PwC in connection with the matters referred to
in this Announcement, or otherwise.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(together "Shore Capital"), which are authorised and regulated in the United
Kingdom by the Financial Conduct Authority, are acting exclusively as
nominated adviser and broker, respectively, to FireAngel and for no-one else
in connection with the matters referred to in this Announcement and will not
be responsible to any person other than FireAngel for providing the
protections afforded to clients of Shore Capital, nor for providing advice in
relation to the contents of this Announcement. Neither Shore Capital nor any
of its members owes, accepts or assume any duty of care, 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 Shore
Capital in connection with the matters referred to in this Announcement, or
otherwise.

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 to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or approval in the
United States or any jurisdiction in contravention of applicable law.

The Offer will be made solely by the Offer Document (together with, in the
case of FireAngel Shares in certificated form, the Form of Acceptance (as
defined in Appendix IV)), which will contain the full terms and condition of
the Offer, including details of how the Offer may be accepted. FireAngel
Shareholders should carefully read the Offer Document (and, if they hold their
FireAngel Shares in certificated form, the Form of Acceptance) in its entirety
before making a decision with respect to the Offer. Each FireAngel Shareholder
is urged to consult its independent professional adviser immediately regarding
the tax consequences to it (or its beneficial owners) of the Offer.

The Offer will be subject to the Conditions and further terms set out in this
Announcement and to the full terms and condition that will be set out in the
Offer Document and, in respect of FireAngel Shares held in certificated form,
the Form of Acceptance.

The Offer Document and Form of Acceptance containing further details of the
Offer will be despatched to FireAngel Shareholders as soon as reasonably
practicable, and in any event within 28 days of the date of this Announcement.

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

Overseas Shareholders

The Offer relates to securities in a company which is registered in England
and Wales, which is admitted to trading on AIM and is subject to the
disclosure requirements, rules and practices applicable to such companies,
which differ from those of Restricted Jurisdictions in certain material
respects. This Announcement has been prepared for the purposes of complying
with English law, the AIM Rules for Companies, the Market Abuse Regulation,
the rules of London Stock Exchange and the Code, and the information disclosed
may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of jurisdictions
outside the United Kingdom.

The release, publication or distribution of this Announcement in or into
certain 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 requirements.

To the fullest extent permitted by applicable law, the companies and persons
involved in the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person.

Copies of this Announcement and formal documentation relating to the Offer
shall not be, and must not be, mailed or otherwise forwarded, distributed or
sent in, into or from the United States or any other Restricted Jurisdiction
or any jurisdiction where to do so would violate the laws of that jurisdiction
and persons receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send them in, into
or from the United States or any other Restricted Jurisdiction. Doing so may
render invalid any related purported acceptance of the Offer.

Unless otherwise determined by the Code and permitted by applicable law and
regulation, the Offer may not be made, directly or indirectly, in or into, or
by the use of mails or any means or instrumentality (including, but not
limited to, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of the United States or any other Restricted
Jurisdiction and the Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities or otherwise from within the United
States or any other Restricted Jurisdiction. Accordingly, copies of this
Announcement, the Offer Document, the Form of Acceptance and all other
accompanying documents relating to the Offer are not being, and must not be
directly or indirectly, mailed or otherwise distributed or sent in, into or
from the United States or any other Restricted Jurisdiction. Persons receiving
this Announcement, Offer Document, the Form of Acceptance and all other
accompanying documents relating to the Offer (including, without limitation,
custodians, nominees and trustees) should observe these restrictions and must
not mail, otherwise forward, send, or distribute them in, into or from the
United States or any other Restricted Jurisdiction or use such mails or any
such means, instrumentality or facility for any purpose directly or indirectly
in connection with the Offer, and doing so may render invalid any related
purported acceptance of the Offer.

Further details in relation to Overseas Shareholders shall be contained in the
Offer Document.

Forward Looking Statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Offer, and other information
published by FireAngel, ISE or any member of the Wider ISE Group contain
statements which are, or may be deemed to be, "forward looking statements".
Such forward looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on numerous
assumptions regarding the business strategies and the environment in which ISE
and any member of the Wider ISE Group operates now and in the future and are
subject to risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by those statements. The
forward-looking statements contained in this Announcement relate to ISE, any
member of the Wider ISE Group's future prospects, developments and business
strategies, the expected timing and scope of the Offer and other statements
other than historical facts. In some cases, these forward looking statements
can be identified by the use of forward looking terminology, including the
terms "believes", "estimates", "will look to", "would look to", "plans",
"prepares", "anticipates", "expects", "is expected to", "is subject to",
"intends", "may", "will", "shall" or "should" or their negatives or other
variations or comparable terminology. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and
depend on circumstances that shall occur in the future. These events and
circumstances include 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 disposals. If any one
or more of these risks or uncertainties materialises or if any one or more of
the assumptions prove incorrect, actual results may differ materially from
those expected, estimated or projected. Such forward looking statements should
therefore be construed in the light of such factors.

Neither ISE or any member of the Wider ISE Group, nor any of their respective
associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this document shall actually occur. Given
these risks and uncertainties, potential investors should not place any
reliance on forward looking statements. The forward looking statements speak
only at the date of this document. All subsequent oral or written forward
looking statements attributable to any member of the Wider ISE Group, or any
of their respective associates, directors, officers, employees or advisers,
are expressly qualified in their entirety by the cautionary statement above.

ISE and the Wider ISE Group expressly disclaim any obligation to update such
statements other than as required by law or by the rules of any competent
regulatory authority, whether as a result of new information, future events or
otherwise.

No profit forecasts or estimates

No statement in this Announcement is intended or shall be deemed to be a
profit forecast, estimate or projection of the future financial performance of
ISE or FireAngel for any period except as otherwise stated and no statement in
this Announcement should be interpreted to mean that cashflow from operations,
earnings or earnings per share or income of those persons (where relevant) for
the current or future financial years would necessarily match or exceed the
historical published cashflow from operations, earnings or earnings per share
or income of those persons (where relevant).

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. on the 10(th) business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. on the 10(th)
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. 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
http://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.

Electronic Communications

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

Publication on Website and Availability of Hard Copies

This Announcement, together with all information incorporated into this
document by reference to another source and the documents required to be
published pursuant to Rule 26 of the Code, shall be available, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
on ISE's website at www.intelligentse.com/?investor and FireAngel's website at
www.fireangeltech.com (http://www.fireangeltech.com) by no later than 12 noon
(London time) on the Business Day following this Announcement. For the
avoidance of doubt, the contents of these websites and any websites accessible
via hyperlinks on these websites are not incorporated into and do not form
part of this Announcement.

In accordance with Rule 30.3 of the Code, FireAngel Shareholders and persons
with information rights may request a hard copy of this Announcement and/or
any information incorporated into this Announcement by reference to another
source by contacting the Receiving Agent, Computershare Investor Services PLC
on 0370 707 4040 or on +44 370 707 4040 if calling from overseas, or in
writing at Computershare, Corporate Actions, Bristol BS99 6AH. You may also
request that all future documents, announcements and information to be sent to
you in relation to the offer should be in hard copy form. 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.

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.

 

FOR IMMEDIATE RELEASE

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) No. 596/2014 AS IT FORMS PART OF THE UK LAW
BY VIRTUE THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED).

27 October 2023

 

RECOMMENDED CASH OFFER

FOR

FIREANGEL SAFETY TECHNOLOGY GROUP PLC

BY

INTELLIGENT SAFETY ELECTRONICS PTE. LTD

1.            Introduction

The Boards of Intelligent Safety Electronics Pte. Ltd ("ISE") and FireAngel
Safety Technology Group plc ("FireAngel" or the "Company") are pleased to
announce that they have reached agreement on the terms and conditions of a
recommended cash offer to acquire the issued and to be issued share capital of
FireAngel not already owned or controlled by ISE (the "Offer"). ISE is a
company incorporated in Singapore and wholly-owned by Siterwell Electronics
Co., Ltd ("Siterwell"), a leading manufacturer of intelligent security
protection for life and property which utilises an advanced smart security
ecosystem technology. ISE currently holds approximately 17.46 per cent. of the
issued ordinary shares of FireAngel Safety Technology Group plc.

2.            The Offer

Under the terms of the Offer, which shall be subject to the Conditions and
further terms set out in Appendix I and to the full terms and Conditions to be
set out in the Offer Document and, in respect of FireAngel Shares held in
certificated form, the Form of Acceptance, FireAngel Shareholders will be
entitled to receive:

7.40 pence per share in cash for each FireAngel Share

The Offer of 7.40 pence per share in cash for each FireAngel Share (the "Offer
Price") values the total issued and to be issued share capital of FireAngel at
approximately £27.68 million.

The Offer Price represents a premium of:

·              approximately 252.38 per cent. to the Closing
Price of 2.10 pence per FireAngel Share on 26 October 2023 (being the last
Business Day prior to the publication of the Announcement);

·              46.53 per cent. to the price per FireAngel Share
of 5.05 pence, being the price at which FireAngel undertook its £6.1 million
(before expenses) equity fundraising in June 2023; and

·              198.20 per cent. to the volume-weighted average
price per FireAngel Share of 2.48 pence for the last three months to 26
October 2023 (being the last Business Day prior to the publication of the
Announcement).

The Offer is conditional upon, among other things, valid acceptances of the
Offer being received which, together with FireAngel Shares already held by
ISE, will result in ISE holding FireAngel Shares carrying, in aggregate, not
less than 90 per cent. of the voting rights of FireAngel.

The Offer is to be extended to all issued FireAngel Shares not held by ISE and
any further FireAngel Shares which are unconditionally allotted or issued and
fully paid before the Offer closes.

If any dividend, distribution or other return of value is authorised,
declared, made or paid in respect of FireAngel Shares on or after the date of
this Announcement, the cash consideration payable for each FireAngel Share
shall be reduced by the amount of any such dividend, distribution or other
return of value. In such circumstances, FireAngel Shareholders shall be
entitled to retain any such dividend, distribution, or other return of value
declared, made or paid.

The FireAngel Shares will be acquired pursuant to the Offer fully paid and
free from all liens, charges, equitable interests, encumbrances, rights of
pre-emption and other third party rights or interests together with all rights
attaching thereto including, without limitation, the right to receive all
dividends and other distributions (if any) announced, declared, made or paid
after the date of this Announcement.

The Offer will extend to all FireAngel Shares unconditionally allotted or
issued and fully paid on the date of the Offer and any FireAngel Shares which
are unconditionally allotted or issued and fully paid (including pursuant to
the exercise of options under the FireAngel Share Option Schemes or FireAngel
Warrants), and any Treasury Shares unconditionally sold or transferred by
FireAngel, in each case whilst the Offer remains open for acceptance or by
such earlier date as ISE may, subject to the Code, decide, not being earlier
than the date on which the Offer becomes unconditional.

3.            Background to and reasons for the Offer

FireAngel was founded in September 1998 and completed an initial public
offering in April 2014, pursuant to which its shares were admitted to trading
on AIM.

ISE was incorporated on 3 November 2022 to expand Siterwell's international
business. To date, ISE's only activities have been to acquire shares in
FireAngel.

Siterwell has been a manufacturing partner to FireAngel since 2017 and,
through ISE, has held FireAngel Shares since June 2023 when it participated in
an equity fundraising (by way of an open offer and placing). ISE currently
holds 52,777,257 Shares in FireAngel representing approximately 17.46 per
cent. of the existing issued share capital of FireAngel. As part of the equity
fundraising, it also subscribed for 26,388,628 FireAngel Warrants.

In ISE's opinion, the highly competitive market environment in which FireAngel
operates and the heightened global macroeconomic challenges, has generated
headwinds for operators in the fire safety sector. The board of ISE believes
that the Offer provides Shareholders the ability to realise value for their
investment at a substantial premium to the prevailing share price.

The board of ISE believes that the Enlarged Group would benefit from further
business support and financial resources that ISE would bring.

4.            RECOMMENDATION OF FIREANGEL

The FireAngel Directors, who have been so advised by PwC as to the financial
terms of the Offer, consider the terms of the Offer to be fair and reasonable.
In providing financial advice to the FireAngel Directors, PwC has taken into
account the commercial assessments of the FireAngel Directors. Accordingly,
the FireAngel Directors unanimously intend to recommend that the FireAngel
Shareholders accept the Offer (or in the event that the Offer is implemented
by way of a Scheme, to vote or procure voting in favour of such Scheme at the
court meeting and the resolutions relating to the Offer at any general meeting
of FireAngel), as they have irrevocably undertaken so to do (or procure to be
done) in respect of their own beneficial shareholdings (or the shareholdings
they control), such holdings amounting to 13,754,611 FireAngel Shares,
representing approximately 4.55 per cent. of FireAngel's issued share capital.
PwC is providing independent financial advice to the FireAngel Directors for
the purposes of Rule 3 of the Takeover Code.

5.            BACKGROUND TO AND REASONS FOR THE RECOMMENDATION

On 6 June 2023, the FireAngel Board announced a fundraising (which was
substantially supported by ISE) and that it was commencing a strategic review.
As part of this review, the FireAngel Board considered a number of strategic
options, including a sale of all or part of the FireAngel Group and further
fundraising options. Extensive work was done in conjunction with external
consultants to ensure all potential avenues to recover and build shareholder
and wider stakeholder value were explored.

As part of the strategic review the FireAngel Board had discussions with a
small number of parties, including ISE, in relation to a possible acquisition
of all or part of the Group, which has culminated in the Offer being made at
the Offer Price of 7.40 pence in cash, representing a significant premium to
FireAngel's current prevailing share price. The Offer follows a number of
previous proposals made by ISE, each of which included a lower offer price per
FireAngel Share than the Offer Price.

Following the release of FireAngel's interim results on 26 September 2023, and
noting the trading challenges and the ongoing uncertainties (highlighted in
the sections below), the FireAngel Board took the decision to widen its
advisory team and subsequently engaged PwC as its financial advisor to explore
potential fundraising and sale options for the business.

In considering the financial terms of the Offer and determining whether they
reflect an appropriate valuation of the FireAngel Group and its future
prospects, the FireAngel Board has considered a number of factors, as set out
below.

The Offer Price represents an opportunity for FireAngel Shareholders to
realise proceeds in cash at a very significant premium to the recent share
price, representing a premium of:

●    252.38 per cent. to the closing price of 2.10 pence per FireAngel
Share on 26 October 2023, being the last day of trading before this
Announcement;

 

●    198.20 per cent. to the volume weighted average price of 2.48 pence
per FireAngel Share for the last three months to 26 October 2023, being the
last Business Day prior to the publication of this Announcement; and

 

●    46.53 per cent. to the place price of 5.05 pence per FireAngel Share
for the equity fundraising completed in June 2023.

As part of its review of FireAngel's forecasts for the period to 31 December
2024 the FireAngel Board has considered key factors including:

●    the achievement of the sales forecasts;

●    ability to achieve higher margins; and

●    the costs of exiting one of its key manufacturing agreements.

Whilst good progress has been made in reducing the peak levels of stock seen
in June 2023, the business remains in an overstocked position which, combined
with subdued demand, could be a risk to margins and the ability to realise
cash from a stock reduction.

 

FireAngel operates in a sector where inflationary pressure has been seen to
have a major impact, with a rise in both component costs and headcount costs
within the UK. Whilst the business has been able to pass on some of the cost
increases, and the margin has improved during 2023, it has been at the expense
of a significant sales volume reduction. This is a further risk to ongoing
margins for the FireAngel Group.

 

The transfer of manufacturing capability is a major activity requiring
significant planning and resources. Any changes to underlying assumptions, or
the inability to deliver the plan, could lead to excess/shortages of
inventory, which could impact financial performance and funding requirements
in the short term.

 

Trading conditions remain challenging in the short term. Although the
FireAngel Board notes significant improvement in operational and sales
processes since the new management team started in June 2023, any material
impact from those changes will only start to take effect in 2024. FireAngel
believes that its new product road map will give it a significant opportunity
to exploit both the retail and trade markets in the UK and Europe. However,
those products will only start to benefit the business in the second half of
2024. Whilst the FireAngel Board believes in the opportunities afforded by
those products, it notes the uncertainty surrounding the finalisation of
development, subsequent manufacturing and marketing launch that is required to
be successful. External market factors such as this are a key driver behind
the FireAngel Board's noting of material uncertainty around future trading.
ISE, as a wholly-owned subsidiary of Siterwell, is well placed to take
advantage of the opportunity presented and to combat the headwinds facing the
business with its significant global operation in this sector.

 

The FireAngel Board considered realising proceeds from a sale of certain
business assets. However, as a result of the Offer, ISE has agreed that it
will make available funding to FireAngel if required should, among other
things, the Offer not yet have completed, lapsed or been withdrawn by 31
December 2023 and the Offer continues to be recommended by the directors of
FireAngel. This commitment has been made via a facility agreement entered into
between FireAngel and ISE which is summarised in paragraph 12 below.

 

Having run sensitivity analyses on the key assumptions, FireAngel announced in
its interim results that it faces material uncertainty. While in the base case
scenario FireAngel had sufficient cash headroom, the sensitised downside
scenario required the FireAngel Board to undertake further mitigating actions
which the FireAngel Board deemed achievable in order to maintain sufficient
headroom.

 

The FireAngel share price has declined significantly since the 6 June 2023
fundraising. Although the FireAngel Board believes that there is a pathway to
a strong standalone business, given the continuing demand for the FireAngel
Group's products as driven by the societal and regulatory changes across
FireAngel's key markets, there are a number of material risks and significant
work to be undertaken to achieve this objective. The strategic review process
identified the key areas within the business requiring focus and attention,
and whilst the FireAngel Board believes the objectives are achievable, the
turnaround entails significant execution risk. It is also possible that
FireAngel would need additional funding to deliver these objectives.

 

The FireAngel Board is also mindful that if it were to undertake a further
fundraising from shareholders, then to the extent that this were supported by
shareholders, it is likely to be at a discount to the prevailing share price
and, consequently, would be highly dilutive to existing shareholders. Support
for such a fundraising is also not a certainty.

 

6.            IRREVOCABLE UNDERTAKINGS

FireAngel Directors have provided irrevocable undertakings to accept the Offer
in respect of 13,754,611 FireAngel Shares held by them (and persons connected
with them) which represent approximately 4.55 per cent. of the existing issued
ordinary share capital of FireAngel as at the Last Practicable Date. These
irrevocable undertakings cease to be binding, inter alia, on the earlier of
the Long-stop Date and the time and date on which the Offer is withdrawn,
lapses or otherwise terminates in accordance with its terms, or ISE announces,
with the consent of the Panel, that it does not intend to proceed with the
Offer.

ISE has therefore received irrevocable undertakings in respect of 13,754,611
FireAngel Shares (representing, in aggregate, approximately 4.55 per cent. of
the existing issued ordinary share capital of FireAngel) as at the Last
Practicable Date.

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

7.            Information ON ISE

ISE is a private company limited by shares incorporated in the Republic of
Singapore. It is wholly-owned by Siterwell Electronics Co. Ltd ("Siterwell")
and was incorporated to expand Siterwell's international business. .It is not
a trading business and does not own shares in any company other than
FireAngel.

The current directors of ISE are Wang Xufei, Yap Poh Kee and Wang Jiejun.

Siterwell is a high-tech manufacturer which focuses on developing and
manufacturing various types of sensor alarms, IOT, security industry
application solutions and smart home solutions. Its manufacturing is based in
Ningbo, China with a building area of 56,000 square metres and a yearly
production capacity of over 36 million devices exporting to around 70
countries. ISE also has a large research and development department, including
over 150 engineers across four centres, and international sales centres in
China and the Netherlands.

8.            Information about FireAngel

FireAngel is a distributor of European home safety products. Its principal
products include smoke alarms, carbon monoxide ('CO') alarms and accessories
sold under the principal brand of FireAngel. FireAngel manufacturers CO alarm
sensors at its Canadian subsidiary, Pace Sensors. All other manufacturing and
product assembly is out-sourced to independent third parties including
Siterwell.

9.            ISE's intentions regarding FireAngel'S business,
management and employees

FireAngel Shareholders should note that ISE has not had any substantive access
to FireAngel's non-public information or documentation and therefore has not
been able to perform any due diligence on such information or documentation,
or undertake any substantial non-public analysis in order to formulate
detailed plans regarding the impact of the Offer on FireAngel and its
employees, management, businesses, operations and otherwise.

However, ISE already has a certain degree of understanding and appreciation of
FireAngel's business and is confident that ISE will be able to improve
FireAngel's business performance. This assessment of the business is based on
the ISE's own outside-in perspectives, industry benchmarks and publicly
available information.

The proposals outlined in this paragraph 9 remain subject to detailed
implementation planning following completion of the Offer. ISE will undertake
a strategic review of organisational structure, key functions, processes and
systems of both companies, which ISE expects to take up to six months to
complete. From this review ISE expects to identify potential efficiencies and
synergies which will assist ISE in determining how best to improve FireAngel's
business performance.

Ahead of completing this review ISE believes that the outcome may result in
material (which ISE defines as in the region of 5 per cent.) savings on both
payroll (through reduced headcount) and non-pay overheads on a combined basis,
from eliminating operational inefficiencies or duplicated functions or roles.
Currently, ISE is unable to identify the mix of headcount and other savings
between ISE and FireAngel, but it is expected that this will include changes
to the FireAngel Board and a reduction in headcount of FireAngel's public
company-related functions. It is expected that proposals regarding
incentivisation arrangements for management and employees of the FireAngel
Group will be considered.

ISE intends to retain the current headquarters and headquarter functions,
operations and place of business of both FireAngel and ISE.

In respect of both FireAngel and ISE, ISE has no intention of making material
changes to the balance of skills and functions of employees and management and
no intention to make material changes to the conditions of employment of staff
or management.

ISE has not entered into, has not had discussions on proposals to enter into,
any form of incentivisation nor any other arrangements with the management and
employees of FireAngel (other than the headcount reductions outlined above).

ISE will maintain existing arrangements for employer contributions to the
pension schemes of both companies.

ISE has no plans to redeploy any fixed assets of either company and intends to
maintain the R&D operations that each company currently has.

ISE intends to de-list FireAngel from AIM, which ISE expects will result in
savings of time and cost. Paragraph 16 below details the intentions of ISE in
relation to cancellation of trading in FireAngel Shares on AIM, compulsory
acquisition and re-registration.

ISE otherwise confirms that, following the Offer becoming unconditional in
accordance with its terms, the existing contractual and statutory employment
rights, including in relation to pensions, of the FireAngel Group's management
and employees will be fully safeguarded in accordance with applicable law.

10.          FIREANGEL SHARE OPTION SCHEMES AND FIREANGEL WARRANTS

The Offer will affect holders of options under the FireAngel Share Option
Schemes and holders of FireAngel Warrants. Appropriate proposals will be made
to the holders of such options and warrants in accordance with Rule 15 of the
Code, and each grant of such options and warrants shall be treated in
accordance with the rules applicable to it. Further details of these
arrangements will be communicated to holders of options under the FireAngel
Share Option Schemes and holders of FireAngel Warrants in due course.

The Offer extends to any FireAngel Shares which are unconditionally allotted
or issued and fully paid (or credited as fully paid) on or before the date on
which the Offer closes (or such earlier date as ISE may, subject to the
Takeover Code, decide) including any such shares allotted or issued pursuant
to the exercise, release or other settlement of existing options, awards and
any other rights granted under the FireAngel Share Option Schemes or FireAngel
Warrants following the Offer becoming or being declared unconditional in all
respects.

11.          Financing of the Offer

The cash consideration payable under the Offer will be provided from ISE's
existing cash resources, which have been made available to it by way of a
capital contribution from its parent company, Siterwell. The funds for the
capital contribution made by Siterwell derive from funds accumulated through
profits of the Siterwell business.

SPARK, in its capacity as financial adviser to ISE, is satisfied that
sufficient resources are available to ISE to satisfy in full the cash
consideration payable to FireAngel Shareholders under the terms of the Offer.

12.          OFFER RELATED ARRANGEMENTS

Confidentiality agreement

ISE and FireAngel entered into a confidentiality agreement on 23 October 2023
pursuant to which ISE has undertaken, among other things, to: (i) keep
information relating to FireAngel and the Offer confidential and not disclose
it to third parties (other than to certain permitted disclosees) except as
required by applicable law or regulation; and (ii) use the confidential
information for the sole purpose of evaluating and considering the Offer.
These confidentiality obligations will remain in force for two years from the
date of the confidentiality agreement.

Facility agreement

Subject to the Offer not being completed by 31 December 2023 or having been
withdrawn, lapsed or terminated and it continuing to be recommended by the
directors of FireAngel and usual events of default not continuing, ISE has
confirmed that it will make available a loan facility to FireAngel of up to
£1m in order to fund the business of FireAngel to be utilised, if required,
from 1 January 2024, until 30 June 2024. In connection with this proposal, ISE
and FireAngel have entered into a facility agreement in relation to this
funding ("Facility Agreement"). Under the Facility Agreement, loans would be
made available by ISE to FireAngel in such amounts as may be required by
FireAngel, provided that FireAngel submits a drawdown request to ISE not less
than ten days before such funds are required setting out the proposed use of
the funds to be drawn pursuant to the relevant drawdown request. All drawn
amounts shall accrue interest at a fixed rate of 6 per cent. per annum. The
loans together with any interest shall be repayable on the date falling 3
months after the earlier of:

 

(a) Secretary of State notifying the Lender that no further action will be
taken in relation to the Transaction pursuant to s.18(8)(b)(ii) of the
National Security and Investment Act 2021 ("NSIA"); or

(b) in the event that a call-in notice is given in relation to the Transaction
under s.1 of the NSIA; either

(i) the Secretary of State giving a final notification pursuant to s.26(1)(b)
of the NSIA in relation to the Transaction; or

(ii) the Secretary of State making a final order pursuant to s.26(1)(a) of the
NSIA in relation to the Transaction; or

(c) the date upon which the Offer lapses, is terminated or is withdrawn.

 

Related Party Transaction

FireAngel entering into the facility agreement with ISE (as referred to above)
is a related party transaction pursuant to AIM Rule 13 of the AIM Rules for
Companies. The FireAngel Directors consider, having consulted with Shore
Capital and Corporate Limited, FireAngel's nominated adviser, that the terms
of the facility agreement are fair and reasonable insofar as the FireAngel
Shareholders are concerned.

13.          Disclosure of Interests in Relevant Securities

As at the close of business on the Last Practicable Date, save for the
52,777,257 FireAngel Shares currently held by ISE, representing approximately
17.46 per cent. of the issued ordinary share capital of FireAngel, and the
26,388,628 FireAngel Warrants held by ISE as a result of participating in the
equity fundraising carried out by FireAngel in June 2023, neither ISE nor, so
far as ISE is aware, any person acting in concert with ISE for the purposes of
the Offer, has an interest in or right to subscribe for, or has any
arrangement in relation to, relevant securities of FireAngel, or had any short
position in relation to any relevant securities of FireAngel, whether
conditional or absolute and whether in the money or otherwise, including any
short position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery of
relevant securities of FireAngel, or has borrowed or lent (including for these
purposes, entering into any financial collateral arrangements of the kind
referred to in Note 4 to Rule 4.6 of the Code) any relevant securities of
FireAngel. For these purposes, "arrangement" includes any indemnity or option
arrangement, and any agreement or understanding, formal or informal, of
whatever nature, relating to FireAngel Shares which may be an inducement to
deal or refrain from dealing in such shares. In this paragraph, "relevant
securities of FireAngel" means FireAngel Shares and securities convertible
into, or rights to subscribe for, options (including trade options) in respect
thereof and derivatives referenced thereto.

14.          FURTHER DETAILS OF THE OFFER

ISE reserves the right, subject to the prior consent of the Panel, to
implement the Offer by way of a scheme of arrangement. In such event, the
Offer will be implemented on the same terms, so far as applicable, as those
which would apply under a contractual offer, subject to appropriate amendments
to reflect the change in method of effecting the Offer.

The Offer Document and, in respect of FireAngel Shares held in certificated
form, the Form of Acceptance accompanying the Offer Document will be published
as soon as possible, and in any event within 28 days of this Announcement (or
such later date as may be agreed with the Panel). The Offer Document and in
respect of FireAngel Shares held in certificated form, the accompanying Form
of Acceptance will be made available to all FireAngel Shareholders (except in
Restricted Jurisdictions) at no charge to them. FireAngel Shareholders are
urged to read the Offer Document and the accompanying Form of Acceptance when
they are sent to them because they will contain important information.

15.          CONDITIONS

The Offer will be subject to the Conditions and further terms set out in
Appendix I to this Announcement, which include:

·              valid acceptances of the Offer having been
received (and not validly withdrawn in accordance with the rules and
requirements of the Code and the terms of the Offer) by no later than 1.00
p.m. (London time) on the Unconditional Date (or such other times and/or dates
as ISE may specify, subject to the rules of the Code and where applicable with
the consent of the Panel) in respect of such number of FireAngel Shares as
shall, when aggregated with the FireAngel Shares already held by ISE at the
date of this Announcement and the FireAngel Shares acquired or unconditionally
agreed to be acquired (whether pursuant to the Offer or otherwise) by ISE
and/or any of its wholly-owned subsidiaries, represent FireAngel Shares
carrying in aggregate not less than 90 per cent. of the voting rights then
exercisable at a general meeting of FireAngel (or such lesser percentage as
ISE may decide, with the consent of FireAngel, provided that ISE together with
its wholly-owned subsidiaries shall hold or have acquired or agreed to acquire
(whether pursuant to the Offer or otherwise), directly or indirectly,
FireAngel Shares carrying in aggregate more than 50 per cent. of the voting
rights then normally exercisable at a general meeting of FireAngel) (the
"Acceptance Condition"). Unless the Panel consents otherwise, the Acceptance
Condition shall only be capable of being satisfied when all other Conditions
set out in Part A of Appendix I have been satisfied or waived.

·              certain regulatory conditions, as set out in
paragraph 2 of Part A of Appendix I to this document. In particular, ISE has
determined that a notification to the Secretary of State in the United Kingdom
ought to be made pursuant to the National Security and Investment Act 2021
("NSIA"), and that the Transaction may not complete until either:

·              following the notification of the Transaction in
accordance with the NSIA, the Secretary of State notifying ISE (before the
expiry of the relevant assessment period within which the Secretary of State
may give a call-in notice under the NSIA) that no further action will be taken
in relation to the Transaction; or

·              in the event that a call-in notice is given in
relation to the Transaction, the Secretary of State either:

·              giving a final notification confirming that no
further action will be taken in relation to the Transaction under the NSIA; or

·              making a final order permitting the Transaction
to proceed subject only to such remedies or requirements that are in all
respects reasonably acceptable to ISE and FireAngel, and such order not being
revoked or varied before completion of the Transaction.

Subject to the satisfaction or waiver of the Conditions and certain further
terms set out in Appendix I, it is expected that the Offer will become or be
declared unconditional on or before 3 April 2024.

The Offer will lapse unless all of the Conditions have been fulfilled or,
where permitted, waived or, where appropriate, have been determined by ISE to
be or remain satisfied, by midnight (London time) on the earlier of the
Unconditional Date or the Long-stop Date (subject to the rules of the Code and
where applicable, the consent of the Panel). Further details are set out in
Appendix I to this Announcement.

16.          CANCELLATION OF TRADING ON AIM, COMPULSORY ACQUISITION
AND RE-REGISTRATION

If the Offer becomes or is declared unconditional, and valid acceptances in
respect of FireAngel Shares which, together with FireAngel Shares acquired, or
agreed to be acquired, before or during the Offer by ISE, represent not less
than 90 per cent. of the voting rights attaching to the FireAngel Shares (or
such lesser percentage as ISE may decide, with the consent of FireAngel,
provided that ISE together with its wholly-owned subsidiaries shall hold or
have acquired or agreed to acquire (whether pursuant to the Offer or
otherwise), directly or indirectly, FireAngel Shares carrying in aggregate
more than 50 per cent. of the voting rights then normally exercisable at a
general meeting of FireAngel), ISE intends to procure that FireAngel will make
an application to cancel the admission of the FireAngel Shares to trading on
AIM.

If such application is made, it is expected that cancellation of admission to
trading on AIM will take place no earlier than 20 Business Days after the date
on which ISE has, by virtue of its shareholding and acceptance of the Offer,
acquired, or agreed to acquire, 75 per cent. of the voting rights attaching to
the FireAngel Shares. ISE will procure that FireAngel makes a regulatory
announcement when the necessary 75 per cent. threshold has been reached
confirming that the notice period has commenced and the anticipated date of
cancellation and withdrawal.

If the Offer becomes or is declared unconditional, and valid acceptances in
respect of FireAngel Shares which, together with FireAngel Shares acquired
before or during the Offer by ISE, represent not less than 50 per cent. and
not more than 90 per cent. of the voting rights attaching to the FireAngel
Shares, ISE intends to procure that, at a meeting of FireAngel Shareholders, a
vote is held on a resolution that FireAngel make an application to cancel the
admission of the FireAngel Shares to trading on AIM.

Following the Offer becoming or being declared unconditional in all respects
and the admission to trading on AIM of FireAngel Shares having been cancelled,
FireAngel will be re-registered as a private limited company under the
relevant provisions of the CA 2006. Such cancellation and re-registration
would significantly reduce the liquidity and marketability of any FireAngel
Shares in respect of which the Offer has not been accepted at that time and
their value may be affected as a consequence. Any remaining FireAngel
Shareholders (unless their FireAngel Shares are acquired by ISE pursuant to
the provisions of Part 28 of the Companies Act) would become minority
shareholders in a majority controlled private limited company and they may
therefore be unable to sell their FireAngel Shares. There can be no certainty
that FireAngel would pay any dividends or other distributions or that such
minority FireAngel Shareholders would again be offered an opportunity to sell
their FireAngel Shares on terms which are equivalent to or no less
advantageous than those under the Offer.

For so long as FireAngel Shares remain admitted to trading on AIM, ISE intends
that FireAngel maintain a board of directors that complies with the relevant
rules of the exchanges and the QCA Corporate Governance Code.

If ISE receives acceptances under the Offer in respect of, or otherwise
acquires, 90 per cent. or more of FireAngel Shares to which the Offer relates
and not less than 90 per cent. of the voting rights carried by those shares,
ISE intends to exercise its rights pursuant to the provisions of sections 974
to 991 (inclusive) of the CA 2006 to acquire compulsorily the remaining
FireAngel Shares in respect of which the Offer has not been accepted on the
same terms as the Offer.

17.          Overseas Shareholders

The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Such
persons should inform themselves about and observe any applicable
requirements. Further details in relation to Overseas Shareholders will be
contained in the Offer Document.

18.          CONSENTS

PwC has given, and not withdrawn, its consent to the inclusion in this
Announcement of the references to its name in the form and context in which
they appear.

Shore Capital has given, and not withdrawn, its consent to the inclusion in
this Announcement of the references to its name in the form and context in
which they appear.

SPARK has given, and not withdrawn, its consent to the inclusion in this
Announcement of the references to its name in the form and context in which
they appear.

19.          Documents on display

In accordance with Rule 26 of the Takeover Code, subject to certain
restrictions relating to persons resident in the United States, Canada,
Australia or Japan or any jurisdiction where to make it so available would
constitute a breach of securities laws in that jurisdiction, copies of the
following documents will be made available, on ISE's website at
www.intelligentse.com/?investor (http://www.intelligentse.com/?investor) by no
later than 12 noon (London time) on the Business Day following the date of
this Announcement until the end of the Offer Period:

·      this Announcement;

·      consent letters from SPARK and PwC;

·      the irrevocable undertakings referred to in paragraph 6 above;

·      the confidentiality agreement referred to in paragraph 12 above;

·      the facility agreement referred to in paragraph 12 above; and

·      the Capital Contribution Letter.

Copies of further announcements and other documents in connection with the
Offer will, subject to certain restrictions relating to persons resident in
any Restricted Jurisdictions, be made available on ISE's website by no later
than 12 noon on the Business Day following the date of the relevant
announcement or document, pursuant to Rule 26.1 of the Code. The contents of
the websites referred to in this Announcement are not incorporated into, and
do not form part of, this Announcement.

20.          General

Further information on the terms and conditions to which the Offer will be
subject is set out in Appendix I and will be set out in the Offer Document
which ISE will despatch to FireAngel Shareholders in due course. The Offer
Document will be accompanied by a Form of Acceptance.

Appendix II of this Announcement contains the sources and bases of certain
information used in this Announcement. Appendix III sets out further
information respect of Irrevocable Undertakings received by ISE in respect of
the Offer.

Appendix IV of this Announcement contains definitions of certain terms used
throughout this Announcement.

 

ENQUIRIES

FireAngel

Neil Radley, Chief Executive Officer / Zoe Fox, Chief Finance Officer

+44 24 7771 7700

 

PwC (Financial Adviser to FireAngel)

Iain Reilly / Jon Raggett / Marcela Salgado Escalante

+44 20 7583 5000

 

Shore Capital (Nominated adviser and broker to FireAngel)

Tom Griffiths/ David Coaten/ Tom Knibbs

+44 20 7408 4050

 

 

Houston (Financial PR to FireAngel)

Kate Hoare / Kay Larsen / Ben Robinson

+44 20 4529 0549

 

 

ISE

Enquiries to be made via SPARK as set out below.

 

SPARK Advisory Partners Limited (adviser to ISE)

Matt Davis / James Keeshan

Tel: +44 20 3368 3550

 

Hill Dickinson LLP is acting as legal adviser to ISE. Pinsent Masons LLP is
acting as legal adviser to FireAngel.

Important Notices

SPARK Advisory Partners Limited ("SPARK"), which is regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively as financial
advisor to ISE and no one else in connection with the matters referred to in
this Announcement, and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the matters
referred to in this Announcement and is not, and will not be, responsible to
anyone other than ISE for providing the protections afforded to its clients or
for providing advice in relation to the contents of this Announcement or any
transaction or arrangement referred to in this Announcement. Neither SPARK nor
any of its group undertakings 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 SPARK in connection with this Announcement or any matter referred to
herein.

PricewaterhouseCoopers LLP ("PwC"), which is regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively as financial
advisor to FireAngel and no one else in connection with the matters referred
to in this Announcement, and will not regard any other person (whether or not
a recipient of this Announcement) as a client in relation to the matters
referred to in this Announcement and is not, and will not be, responsible to
anyone other than FireAngel for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement or any transaction or arrangement referred to in this
Announcement. Neither PwC nor any of its group undertakings 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 PwC in connection with this Announcement or any
matter referred to herein.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(together "Shore Capital"), which are authorised and regulated in the United
Kingdom by the Financial Conduct Authority, are acting exclusively as
nominated adviser and broker, respectively, to FireAngel and for no-one else
in connection with the matters referred to in this Announcement and will not
be responsible to any person other than FireAngel for providing the
protections afforded to clients of Shore Capital, nor for providing advice in
relation to the contents of this Announcement. Neither Shore Capital nor any
of its members owes, accepts or assume any duty of care, 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 Shore
Capital in connection with the matters referred to in this Announcement, or
otherwise.

+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 to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or approval in any
jurisdiction in contravention of applicable law.

The Offer will be made solely by the Offer Document (together with, in the
case of FireAngel Shares in certificated form, the Form of Acceptance (as
defined in Appendix IV)), which will contain the full terms and condition of
the Offer, including details of how the Offer may be accepted. FireAngel
Shareholders should carefully read the Offer Document (and, if they hold their
FireAngel Shares in certificated form, the Form of Acceptance) in its entirety
before making a decision with respect to the Offer. Each FireAngel Shareholder
is urged to consult its independent professional adviser immediately regarding
the tax consequences to it (or its beneficial owners) of the Offer.

The Offer will be subject to the Conditions and further terms set out in this
Announcement and to the full terms and condition that will be set out in the
Offer Document and, in respect of FireAngel Shares held in certificated form,
the Form of Acceptance.

The Offer Document and Form of Acceptance containing further details of the
Offer will be despatched to FireAngel Shareholders as soon as reasonably
practicable, subject to the Code and in any event within 28 days of the date
of this Announcement.

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

Overseas Shareholders

The Offer relates to securities in a company which is registered in England
and Wales, which is admitted to trading on AIM and is subject to the
disclosure requirements, rules and practices applicable to such companies,
which differ from those of Restricted Jurisdictions in certain material
respects. This Announcement has been prepared for the purposes of complying
with English law, the AIM Rules for Companies, the Market Abuse Regulation,
the rules of London Stock Exchange and the Code, and the information disclosed
may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of jurisdictions
outside the United Kingdom.

The release, publication or distribution of this Announcement in or into
certain 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 requirements.

To the fullest extent permitted by applicable law, the companies and persons
involved in the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person.

Copies of this Announcement and formal documentation relating to the Offer
shall not be, and must not be, mailed or otherwise forwarded, distributed or
sent in, into or from any Restricted Jurisdiction or any jurisdiction where to
do so would violate the laws of that jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in, into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported acceptance of
the Offer.

Unless otherwise permitted by applicable law and regulation, the Offer may not
be made, directly or indirectly, in or into, or by the use of mails or any
means or instrumentality (including, but not limited to, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of
any Restricted Jurisdiction and the Offer may not be capable of acceptance by
any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders shall be contained in the
Offer Document.

Forward Looking Statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Offer, and other information
published by FireAngel, ISE or any member of the Wider ISE Group contain
statements which are, or may be deemed to be, "forward looking statements".
Such forward looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on numerous
assumptions regarding the business strategies and the environment in which
ISE, any member of the Wider ISE Group shall operate in the future and are
subject to risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by those statements. The
forward-looking statements contained in this Announcement relate to ISE, any
member of the Wider ISE Group's future prospects, developments and business
strategies, the expected timing and scope of the Offer and other statements
other than historical facts. In some cases, these forward looking statements
can be identified by the use of forward looking terminology, including the
terms "believes", "estimates", "will look to", "would look to", "plans",
"prepares", "anticipates", "expects", "is expected to", "is subject to",
"intends", "may", "will", "shall" or "should" or their negatives or other
variations or comparable terminology. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and
depend on circumstances that shall occur in the future. These events and
circumstances include 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 disposals. If any one
or more of these risks or uncertainties materialises or if any one or more of
the assumptions prove incorrect, actual results may differ materially from
those expected, estimated or projected. Such forward looking statements should
therefore be construed in the light of such factors.

Neither ISE or any member of the Wider ISE Group, nor any of their respective
associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this document shall actually occur. Given
these risks and uncertainties, potential investors should not place any
reliance on forward looking statements. The forward-looking statements speak
only at the date of this document. All subsequent oral or written forward-
looking statements attributable to any member of the Wider ISE Group, or any
of their respective associates, directors, officers, employees or advisers,
are expressly qualified in their entirety by the cautionary statement above.

ISE and the Wider ISE Group expressly disclaim any obligation to update such
statements other than as required by law or by the rules of any competent
regulatory authority, whether as a result of new information, future events or
otherwise.

No profit forecasts or estimates

No statement in this Announcement is intended or shall be deemed to be a
profit forecast, estimate or projection of the future financial performance of
ISE or FireAngel for any period except as otherwise stated and no statement in
this Announcement should be interpreted to mean that cashflow from operations,
earnings or earnings per share or income of those persons (where relevant) for
the current or future financial years would necessarily match or exceed the
historical published cashflow from operations, earnings or earnings per share
or income of those persons (where relevant).

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. on the 10(th) business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. on the 10(th)
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. 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
http://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.

Electronic Communications

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

Publication on Website and Availability of Hard Copies

This Announcement, together with all information incorporated into this
document by reference to another source, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, shall be available
on ISE's website at www.intelligentse.com/?investor
(http://www.intelligentse.com/?investor) by no later than 12 noon (London
time) on the Business Day following this Announcement. For the avoidance of
doubt, the contents of these websites are not incorporated into and do not
form part of this Announcement.

You may request a hard copy of this Announcement and/or any information
incorporated into this Announcement by reference to another source by
contacting the Receiving Agent, Computershare Investor Services PLC on 0370
707 4040. You may also request that all future documents, announcements and
information to be sent to you in relation to the offer should be in hard copy
form. 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.

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.

 

APPENDIX i

CONDITIONS TO AND FURTHER TERMS OF THE OFFER

 

The Offer, which will be made by ISE, will comply with the Code and all
applicable rules and regulations of London Stock Exchange, will be governed by
English law and is subject to the jurisdiction of the Courts of England. In
addition, the Offer is subject to the terms and Conditions set out in the
Offer Document and (in the case of FireAngel Shares in certificated form) in
the Form of Acceptance.

PART A: CONDITIONS TO THE OFFER

 

The Offer is subject to the following Conditions:

1.         Acceptance Condition

The Offer is conditional upon valid acceptances of the Offer having been
received (and not validly withdrawn in accordance with the rules and
requirements of the Code and the terms of the Offer) by no later than 1.00 pm
(London time) on the Unconditional Date (or such other times and/or dates as
ISE may specify, subject to the rules of the Code and where applicable with
the consent of the Panel) in respect of such number of FireAngel Shares which,
when aggregated with the FireAngel Shares held by ISE at the date of the Offer
and any FireAngel Shares acquired or agreed to be acquired by ISE on or after
such date, carry not less than 90 per cent. of the voting rights then
exercisable at a general meeting of FireAngel (or such lesser percentage as
ISE may decide, with the consent of FireAngel, provided that ISE together with
its wholly-owned subsidiaries shall hold or have acquired or agreed to acquire
(whether pursuant to the Offer or otherwise), directly or indirectly,
FireAngel Shares carrying in aggregate more than 50 per cent. of the voting
rights then normally exercisable at a general meeting of FireAngel), including
for this purpose any such voting rights attaching to FireAngel Shares that are
unconditionally allotted but not issued before the Offer becomes or is
declared unconditional whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise, provided that, unless the
Panel consents otherwise, this Condition shall only be capable of being
satisfied when all other Conditions set out in paragraph 2 below have been
satisfied or waived. For the purpose of this Condition, FireAngel Shares which
have been unconditionally allotted shall be deemed to carry the voting rights
they will carry upon being entered into the register of members of FireAngel.

2.            Other Conditions

In addition, the Offer is conditional upon the satisfaction or, where
relevant, waiver of the following Conditions, and, accordingly, the Offer will
not become or be declared unconditional unless the following Conditions (as
amended if appropriate) have been satisfied or, where relevant, waived:

NSIA Condition

2.1       either:

(a)        following the notification of the Transaction in accordance
with the NSIA, the Secretary of State notifying ISE (before the expiry of the
relevant assessment period within which the Secretary of State may give a
call-in notice under the NSIA) that no further action will be taken in
relation to the Transaction; or

(b)        in the event that a call-in notice is given in relation to
the Transaction, the Secretary of State either:

(i)       giving a final notification confirming that no further action
will be taken in relation to the Transaction under the NSIA; or

(ii)      making a final order permitting the Transaction to proceed
subject only to such remedies or requirements that are in all respects
reasonably acceptable to ISE and FireAngel, and such order not being revoked
or varied before completion of the Transaction.

Other third party clearances

2.2       no central bank, government or governmental,
quasi-governmental, supranational, statutory, regulatory, environmental,
administrative, fiscal or investigative body, court, trade agency,
association, institution, environmental body, employee representative body or
any other body or person whatsoever in any jurisdiction (each a "Third Party")
having given notice of a decision to take, institute, implement or threaten
any action, proceeding, suit, investigation, enquiry or reference (and, in
each case, not having expressly withdrawn the same), or having required any
action to be taken or otherwise having done anything or having enacted, made
or proposed any statute, regulation, decision, order or change to published
practice and there not continuing to be outstanding any statute, regulation,
decision or order which would or might reasonably be expected to:

(a)        make the Offer, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or control or
management of, any member of the Wider FireAngel Group by any member of the
Wider ISE Group void, illegal and/or unenforceable under the laws of any
relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit,
or restrain, restrict, impede, challenge, delay or otherwise interfere with
the implementation of, or impose additional material conditions or obligations
with respect to, the Offer or the acquisition of any shares or other
securities in, or control or management of, any member of the Wider FireAngel
Group by any member of the Wider ISE Group or require amendment of the terms
of the Offer;

(b)        require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any member of the
Wider ISE Group or by any member of the Wider FireAngel Group of all or any
part of their businesses, assets or property or impose any limitation on the
ability of all or any of them to conduct their businesses (or any part
thereof) or to own, control or manage any of their assets or properties (or
any part thereof) to an extent which is material in the context of the Wider
FireAngel Group taken as a whole;

(c)        impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider ISE Group directly or
indirectly to acquire or hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in FireAngel (or any member
of the Wider FireAngel Group) or on the ability of any member of the Wider
FireAngel Group or any member of the Wider ISE Group directly or indirectly to
hold or exercise effectively any rights of ownership in respect of shares or
other securities (or the equivalent) in, or to exercise management control
over, any member of the Wider FireAngel Group;

(d)        other than pursuant to the implementation of the Offer or
Part 28 of the CA 2006, require any member of the Wider ISE Group or the Wider
FireAngel Group to acquire or offer to acquire any shares, other securities
(or the equivalent) or interest in any member of the Wider FireAngel Group or
any asset owned by any third party;

(e)        require, prevent or materially delay a divestiture by any
member of the Wider ISE Group of any shares or other securities (or the
equivalent) in any member of the Wider FireAngel Group;

(f)         result in any member of the Wider FireAngel Group ceasing
to be able to carry on business under any name under which it presently
carries on business to an extent which is material in the context of the Wider
FireAngel Group taken as a whole;

(g)        impose any limitation on the ability of any member of the
Wider ISE Group or any member of the Wider FireAngel Group to conduct,
integrate or co-ordinate all or any part of their respective businesses with
all or any part of the business of any other member of the Wider ISE Group
and/or the Wider FireAngel Group in a manner which is materially adverse to
the Wider ISE Group and/or the Wider FireAngel Group, in either case, taken as
a whole; or

(h)        otherwise affect the business, assets, value, profits,
prospects or operational performance of any member of the Wider FireAngel
Group or any member of the Wider ISE Group in each case in a manner which is
adverse to and material in the context of the Wider FireAngel Group taken as a
whole or the Wider ISE Group,

and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Offer or proposed acquisition of any FireAngel Shares or
otherwise intervene having expired, lapsed, or been terminated;

2.3       all material notifications, filings or applications which are
deemed by ISE (acting reasonably) to be necessary or appropriate having been
made in connection with the Offer and all necessary waiting and other time
periods (including any extensions thereof) under any applicable legislation or
regulation of any jurisdiction having expired, lapsed or been terminated (as
appropriate) and all material statutory and regulatory obligations in any
jurisdiction having been complied with and all Authorisations which are deemed
by ISE to be necessary or appropriate in any jurisdiction for or in respect of
the Offer or the proposed acquisition of any shares or other securities in, or
control of, FireAngel by any member of the Wider ISE Group having been
obtained in terms and in a form reasonably satisfactory to ISE from all
appropriate Third Parties or (without prejudice to the generality of the
foregoing) from any person or bodies with whom any member of the Wider
FireAngel Group or the Wider ISE Group has entered into contractual
arrangements and all such Authorisations which are deemed by ISE to be
necessary or appropriate to carry on the business of any member of the Wider
FireAngel Group in any jurisdiction having been obtained and all such
Authorisations remaining in full force and effect at the time at which the
Offer becomes otherwise unconditional in all respects and there being no
notice or intimation of an intention to revoke, suspend, restrict, modify or
not to renew such Authorisations;

2.4       no temporary restraining order, preliminary or permanent
injunction, preliminary or permanent enjoinment, or other order threatened or
issued and being in effect by a court or other Third Party which has the
effect of making the Offer or any acquisition or proposed acquisition of any
shares or other securities or control or management of, any member of the
Wider FireAngel Group by any member of the Wider ISE Group, or the
implementation of either of them, void, voidable, illegal and/or enforceable
under the laws of any relevant jurisdiction, or otherwise directly or
indirectly prohibiting, preventing, restraining, restricting, delaying or
otherwise interfering with the consummation or the approval of the Offer or
any matter arising from the proposed acquisition of any shares or other
securities in, or control or management of, any member of the Wider FireAngel
Group by any member of the Wider ISE Group;

Confirmation of absence of adverse circumstances

2.5       except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, lease or other instrument
to which any member of the Wider FireAngel Group is a party or by or to which
any such member or any of its assets is or may be bound, entitled or be
subject or any event or circumstance which, as a consequence of the Offer or
the proposed acquisition by any member of the Wider ISE Group of any shares or
other securities in FireAngel or because of a change in the control or
management of any member of the Wider FireAngel Group or otherwise, would or
might reasonably be expected to result in, in each case to an extent which is
material in the context of the Wider FireAngel Group taken as a whole or in
the context of the Offer or to the obligations of any member of the Wider ISE
Group in connection with the financing of the Offer:

(a)        any monies borrowed by, or any other indebtedness, actual or
contingent of, or any grant available to, any member of the Wider FireAngel
Group being or becoming repayable, or capable of being declared repayable,
immediately or prior to its or their stated maturity date or repayment date,
or the ability of any such member to borrow monies or incur any indebtedness
being withdrawn or inhibited or being capable of becoming or being withdrawn
or inhibited;

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

(c)        any member of the Wider FireAngel Group ceasing to be able
to carry on business under any name under which it presently carries on
business;

(d)        any assets or interests of, or any asset the use of which is
enjoyed by, any member of the Wider FireAngel Group being or falling to be
disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged or could cease to be
available to any member of the Wider FireAngel Group otherwise than in each
case, in the ordinary course of business;

(e)        the creation (save in the ordinary and usual course of
business) or enforcement of any mortgage, charge or other security interest
over the whole or any part of the business, property or assets of any member
of the Wider FireAngel Group or any such mortgage, charge or other security
interest (whenever created, arising or having arisen), becoming enforceable;

(f)         the business, assets, value, financial or trading
position, profits, prospects or operational performance of any member of the
Wider FireAngel Group being prejudiced or adversely affected;

(g)        the creation or acceleration of any liability (actual or
contingent) by any member of the Wider FireAngel Group; or

(h)        any liability of any member of the Wider FireAngel Group to
make any severance, termination, bonus or other payment to any of its
directors or other officers;

No material transactions, claims or changes in the conduct of the business of
the FireAngel Group

2.6       except as Disclosed, no member of the Wider FireAngel Group
having since 31 December 2022:

(a)        save as between FireAngel and its wholly-owned subsidiaries
or between such wholly-owned subsidiaries and save for the issue of FireAngel
Shares on the exercise of options or vesting of awards granted before 31
December 2022 under the FireAngel Share Option Schemes, or under the FireAngel
Warrants, issued or agreed to issue or authorised or proposed or announced its
intention to authorise or propose the issue of additional shares of any class,
or securities or securities convertible into, or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares or
convertible securities;

(b)        recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other distribution
(whether payable in cash or otherwise) other than to FireAngel or one of its
wholly-owned subsidiaries;

(c)        save as between FireAngel and its wholly-owned subsidiaries
or between such wholly-owned subsidiaries, merged with (by statutory merger or
otherwise) or demerged from or acquired any body corporate, partnership or
business or acquired or disposed of, or, other than in the ordinary course of
business, transferred, mortgaged or charged or created any security interest
over, any material assets or any right, title or interest in any material
asset (including shares and trade investments) or authorised, proposed or
announced any intention to do so;

(d)        save as between FireAngel and its wholly-owned subsidiaries
or between such wholly-owned subsidiaries, made, authorised, proposed or
announced an intention to propose any change in its loan capital in each case:
(a) other than in connection with an ordinary course financing arrangement;
and (b) to the extent which is material in the context of the Wider FireAngel
Group taken as a whole;

(e)        issued, authorised or proposed or announced an intention to
authorise or propose the issue of, or made any change in or to the terms of,
any debentures or (save in the ordinary course of business and save as between
FireAngel and its wholly-owned subsidiaries or between such wholly-owned
subsidiaries) incurred or increased any indebtedness or become subject to any
contingent liability to an extent which is material in the context of the
Wider FireAngel Group taken as a whole;

(f)         entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary, any contract,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) (otherwise than in the ordinary course of business)
which is of a long term, unusual or onerous nature, or which involves or could
reasonably be expected to involve an obligation of a nature or magnitude which
is, in any such case, material in the context of the FireAngel Group or in the
context of the Offer, or which is or is reasonably likely to be restrictive on
the business of any member of the Wider FireAngel Group to an extent with is
material to the Wider FireAngel Group taken as a whole or in the context of
the Offer;

(g)        entered into any licence or other disposal of intellectual
property rights of any member of the Wider FireAngel Group which are material
in the context of the Wider FireAngel Group taken as a whole and outside the
normal course of business;

(h)        entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary the terms of or
made any offer (which remains open for acceptance) to enter into or vary the
terms of, any contract, commitment, arrangement or any service agreement with
any director or senior executive of the Wider FireAngel Group save for salary
increases, bonuses or variations of the terms in the ordinary course;

(i)         proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme, or other benefit relating to the
employment or termination of employment of any employee of the Wider FireAngel
Group which, taken as a whole, are material in the context of the Wider
FireAngel Group;

(j)         made or agreed or consented to any significant change to
the terms of the trust deeds constituting the pension schemes established for
its directors and/or employees and/or their dependants or to the benefits
which accrue, or to the pensions which are payable under such schemes, or to
the basis on which qualification for or accrual or entitlement to such
benefits or pensions are calculated or determined or to the basis upon which
the liabilities (including pensions) of such pension schemes are funded or
made, or agreed or consented to any change to the trustees involving the
appointment of a trust corporation;

(k)        entered into, implemented or effected, or authorised,
proposed or announced its intention to implement or effect, any joint venture,
asset or profit sharing arrangement, partnership, composition, assignment,
reconstruction, amalgamation, commitment, scheme or other transaction or
arrangement (other than the Offer) otherwise than in the ordinary course of
business, which is material in the context of the Wider FireAngel Group taken
as a whole or in the context of the Offer;

(l)         purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect of the matters mentioned in sub-paragraph (a) above, made
any other change to any part of its share capital to an extent which (other
than in the case of FireAngel) is material in the context of the Wider
FireAngel Group taken as a whole;

(m)       waived, compromised or settled any claim otherwise than in the
ordinary course of business which is material in the context of the Wider
FireAngel Group taken as a whole or in the context of the Offer;

(n)        made any material alteration to its articles of association
or other constitutional documents;

(o)        (other than in respect of a member which is dormant and was
solvent at the relevant time) taken or proposed any steps, corporate action or
had any legal proceedings instituted or threatened against it in relation to
the suspension of payments, a moratorium of any indebtedness, its winding-up
(voluntary or otherwise), dissolution, reorganisation or for the appointment
of any administrator, receiver, manager, administrative receiver, trustee or
similar officer of all or any of its assets or revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed;

(p)        been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its creditors with
a view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business;

(q)        entered into any contract, commitment, agreement or
arrangement otherwise than in the ordinary course of business or passed any
resolution or made any offer (which remains open for acceptance) with respect
to or announced an intention to, or to propose to, effect any of the
transactions, matters or events referred to in this Condition;

(r)         terminated or varied the terms of any agreement or
arrangement between any member of the Wider FireAngel Group and any other
person in a manner which would or might be expected to have a material adverse
effect on the financial position of the FireAngel Group taken as a whole; or

(s)        having taken (or agreed or proposed to take) any action
which requires, or would require, the consent of the Panel or the approval of
FireAngel Shareholders in general meeting in accordance with, or as
contemplated by, Rule 21.1 of the Code;

No material adverse change

2.7       since 31 December 2022, and except as Disclosed:

(a)        there having been no adverse change and no circumstance
having arisen which would be expected to result in any adverse change or
deterioration in the business, assets, value, financial or trading position,
profits, prospects or operational performance of any member of the Wider
FireAngel Group to an extent which is material to the FireAngel Group taken as
a whole or in the context of the Offer;

(b)        no litigation, arbitration proceedings, prosecution or other
legal proceedings including, without limitation, with regard to intellectual
property rights used by the Wider FireAngel Group having been threatened,
announced or instituted by or against or remaining outstanding against any
member of the Wider FireAngel Group or to which any member of the Wider
FireAngel Group is or may become a party (whether as claimant or defendant or
otherwise) and no enquiry, review, investigation or enforcement proceedings
by, or complaint or reference to, any Third Party against or in respect of any
member of the Wider FireAngel Group having been threatened, announced or
instituted by or against, or remaining outstanding in respect of, any member
of the Wider FireAngel Group which, in any such case, might reasonably be
expected to have a material adverse effect on the FireAngel Group taken as a
whole or in the context of the Offer;

(c)        no contingent or other liability having arisen, increased or
become apparent which might be likely adversely to affect the business,
assets, financial or trading position, profits, prospects or operational
performance of any member of the Wider FireAngel Group to an extent which is
material to the FireAngel Group taken as a whole or in the context of the
Offer; and

(d)        no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Wider FireAngel Group,
which is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which is material and
likely to have a material adverse effect on the Wider FireAngel Group taken as
a whole or in the context of the Offer;

2.8       since 31 December 2022, and except as Disclosed, ISE not
having discovered:

(a)        that any financial, business or other information concerning
the Wider FireAngel Group publicly announced or disclosed to any member of the
Wider ISE Group prior to the date of this Announcement by or on behalf of any
member of the Wider FireAngel Group or to any of their advisers is misleading,
contains a misrepresentation of fact or omits to state a fact necessary to
make that information not misleading to an extent which in any case is
material in the context of the Wider FireAngel Group taken as a whole;

(b)        that any member of the Wider FireAngel Group is subject to
any liability, contingent or otherwise which is material in the context of the
Wider FireAngel Group taken as a whole or in the context of the Offer; or

(c)        any information which affects the import of any information
disclosed to ISE at any time by or on behalf of any member of the Wider
FireAngel Group to an extent which is material in the context of the Wider
FireAngel Group taken as a whole;

Intellectual Property

2.9       no circumstance having arisen or event having occurred in
relation to any intellectual property owned or used by any member of the Wider
FireAngel Group which would have a material adverse effect on the Wider
FireAngel Group taken as a whole or is otherwise material in the context of
the Offer, including:

(a)        any member of the Wider FireAngel Group losing its title to
any intellectual property which is material to its business, or any
intellectual property owned by the Wider FireAngel Group and which is material
to its business being revoked, cancelled or declared invalid;

(b)        any claim being asserted in writing or threatened in writing
by any person challenging the ownership of any member of the Wider FireAngel
Group to, or the validity or effectiveness of, any of its intellectual
property; or

(c)        any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider FireAngel Group being terminated or
varied;

Anti-corruption and sanctions

2.10      ISE not having discovered that:

(a)        any past or present member of the Wider FireAngel Group or
any person that performs or has performed services for or on behalf of any
such company is or has at any time engaged in any activity, practice or
conduct (or omitted to take any action) in contravention of the UK Bribery Act
2010 or any other applicable anti-corruption legislation; or

(b)        any past or present member of the Wider FireAngel Group has
engaged in any activity or business with, or made any investments in, or made
any payments to any government, entity or individual covered by any of the
economic sanctions administered by the United Nations or the European Union
(or any of their respective member states) or the United States Office of
Foreign Assets Control or any other governmental or supranational body or
authority in any jurisdiction; and

No criminal property

2.11      ISE not having discovered that any asset of any member of the
Wider FireAngel Group constitutes criminal property as defined by section
340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of
that definition).

PART B: CERTAIN FURTHER TERMS OF THE OFFER

ISE reserves the right to waive, in whole or in part, all or any of the
Conditions, except for the Acceptance Condition (but which may be subject to
adjustment with the consent of FireAngel) and the NSIA Condition, which cannot
be waived. The Offer is subject to the satisfaction (or waiver, if permitted)
of the Conditions and to the further terms set out in the Offer Document and
the Form of Acceptance.

The Offer shall lapse unless all of the Conditions have been fulfilled or,
where permitted, waived or, where appropriate, have been determined by ISE to
be or remain satisfied, by midnight (London time) on the earlier of the
Unconditional Date and the Long-stop Date (subject to the rules of the Code
and where applicable the consent of the Panel).

ISE shall be under no obligation to waive (if capable of waiver), to determine
to be or remain satisfied or to treat as satisfied any of the Conditions in
paragraph 2 of Part A of this Appendix I by a date earlier than the latest
date specified above for the fulfilment of the relevant Condition,
notwithstanding that the other Conditions to the Offer may at such earlier
date have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any such Condition(s) may not be capable of
fulfilment.

Under Rule 13.5(a) of the Code, ISE may not invoke a Condition so as to cause
the Offer not to proceed, to lapse or to be withdrawn unless the circumstances
which give rise to the right to invoke the Condition are of material
significance to ISE in the context of the Offer.

ISE may only invoke a Condition that is subject to Rule 13.5(a) with the
consent of the Panel and any condition that is subject to Rule 13.5(a) may be
waived by ISE.

The Acceptance Condition is not subject to Rule 13.5(a) of the Code.

If ISE is required by the Panel to make an offer or offers for FireAngel
Shares under the provisions of Rule 9 of the Code, ISE may make such
alterations to the Conditions as are necessary to comply with the provisions
of that Rule.

Save as may otherwise be required by the Panel, the Offer will not proceed,
will lapse or will be withdrawn if on the Long-stop Date:

(a) sufficient acceptances have not been received so as to enable the
Acceptance Condition to be satisfied; or

(b) where sufficient acceptances have been received so as to enable the
Acceptance Condition to be satisfied, one or more of the Conditions relating
to an official authorisation or regulatory clearance has not been satisfied or
waived and the Panel consents to the Offer not proceeding, lapsing or being
withdrawn.

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

The Offer will extend to all FireAngel Shares unconditionally allotted or
issued on the date on which the Offer is made, and any further FireAngel
Shares unconditionally allotted or issued, and any Treasury Shares
unconditionally sold or transferred by FireAngel, in each case, while the
Offer remains open for acceptance (or such earlier date or dates as ISE may
decide).

The FireAngel Shares which are the subject of the Offer will be acquired under
the Offer fully paid and free from all liens, equities, charges, encumbrances,
rights of pre-emption and any other third party rights or interests of any
nature whatsoever and together with all rights now or hereafter attaching
thereto, including the right to receive and retain in full all dividends and
other distributions declared, made or paid after the date of this
Announcement.

If any dividend or other distribution or return of value is proposed,
declared, made, paid or becomes payable by FireAngel in respect of a FireAngel
Share on or after the date of this Announcement, ISE will have the right to
reduce the value of the consideration payable for each FireAngel Share by up
to the amount per FireAngel Share of such dividend, distribution or return of
value except where the FireAngel Share is or will be acquired pursuant to the
Offer on a basis which entitles ISE to receive the dividend, distribution or
return of value and to retain it. If any such dividend, distribution or return
of value is paid or made after the date of this Announcement and ISE exercises
its rights described above, any reference in this Announcement to the
consideration payable under the Offer shall be deemed to be a reference to the
consideration as so reduced. Any exercise by ISE of its rights referred to in
this paragraph shall be the subject of an announcement and, for the avoidance
of doubt, shall not be regarded as constituting any revision or variation of
the terms of the Offer.

 

APPENDIX II

BASES OF CALCULATION AND SOURCES OF INFORMATION

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

 

1.   As at the close of business on 26 October 2023, FireAngel had
302,321,822 ordinary shares of 2 pence each in issue and admitted to trading
on AIM. The International Securities Identification Number for the FireAngel
Shares is GB0030508757.

2.   The value attributed to the issued and to be issued ordinary share
capital of FireAngel is based upon the 302,321,822 FireAngel Shares publicly
disclosed as being in issue as at the date of this Offer Document, and the
71,690,781 FireAngel Shares which have been publicly disclosed as being the
subject of outstanding options granted under the FireAngel Share Option
Schemes and FireAngel Warrants with an exercise price lower than the Offer
Price.

3.   Unless otherwise stated, the financial information concerning FireAngel
has been extracted from the audited annual report and accounts for FireAngel
for the period ended 31 December 2022.

4.   FireAngel Share prices have been derived from Factset Research Systems
Inc and represent the Closing Prices on the relevant date.

5.   References to a percentage of FireAngel's issued ordinary share capital
are based on the number of FireAngel Shares in issue as set out in paragraph 1
above.

APPENDIX III

The following FireAngel Shareholders have given irrevocable undertakings to
accept or procure acceptance of the Offer, in each case in respect of their
own legal and/or beneficial holdings (or those FireAngel Shares over which
they have control) of FireAngel Shares as well as any further FireAngel Shares
of which they may become the legal and/or beneficial holder:

FireAngel Directors

 Name              Number of FireAngel Shares in respect of which undertaking is given  Percentage of entire issued share capital of FireAngel
 Andrew Blazye     7,556,375                                                            2.50%
 Zoe Fox           277,738                                                              0.09%
 Neil Radley       1,889,080                                                            0.62%
 Graham Whitworth  4,031,418                                                            1.33%

 

The undertakings referred to above shall lapse and cease to have any effect
immediately on the earlier of:

1.   the Offer Document not being published within 28 days (or such longer
period as the Panel may agree) of the date of this Announcement or such later
time or date as ISE and FireAngel may agree:

2.   the lapse or withdrawal of the Offer;

3.   the Long-stop Date; and

4.   any event occurring or becoming known to ISE on or before despatch of
the Offer Document as a result of which the Panel agrees with ISE that it need
not make the offer and ISE announcing that it will not make the Offer.

 

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this Announcement, unless otherwise
stated or the context otherwise requires.

 "Acceptance Condition"                                                the Condition as to acceptances set out in paragraph 1 of Part A of Appendix I
                                                                       of this Announcement
 "AIM"                                                                 the AIM market operated by London Stock Exchange
 "Announcement"                                                        this Announcement
 "Annual Report"                                                       the annual report and accounts of FireAngel Group for the year ended 31
                                                                       December 2022
 "Authorisations"                                                      authorisations, orders, grants, recognitions, confirmations, consents,
                                                                       licences, clearances, certificates, permissions or approvals
 "Board"                                                               as the context requires, the board of directors of FireAngel or the board of
                                                                       directors of ISE and the terms "FireAngel Board" and "ISE Board" shall be
                                                                       construed accordingly
 "Business Day"                                                        any day, other than a public holiday, Saturday or Sunday, when banks generally
                                                                       are open in London for general banking business
 "call-in notice"                                                      a notice given by the Secretary of State under section 1 of the NSIA
 "Capital Contribution Letter"                                         the capital contribution letter between ISE and Siterwell pursuant to which
                                                                       Siterwell made a capital contribution to ISE for the purposes of funding the
                                                                       Offer
 "CA 2006"                                                             the UK Companies Act 2006 (as amended)
 "certificated" or "certificated form"                                 in relation to a share or other security, a share or other security which is
                                                                       not in uncertificated form (that is, not in CREST)
 "Closing Price"                                                       the closing middle market price of a FireAngel Share as derived from Factset
                                                                       Research Systems Inc. on any particular date
 "Code" or "Takeover Code"                                             the City Code on Takeovers and Mergers
 "Conditions"                                                          the conditions to the Offer which are set out in Part A of Appendix I of this
                                                                       Announcement
 "CREST"                                                               the system for paperless settlement of trades in securities operated by
                                                                       Euroclear in accordance with CREST Regulations
 "CREST Manual"                                                        the manual published by Euroclear for further information on the CREST
                                                                       procedure
 "CREST Regulations"                                                   the Uncertificated Securities Regulations 2001 (SI2001 No. 3755)
 "Dealing Disclosure"                                                  has the meaning given in Rule 8 of the Code
 "Disclosed"                                                           information disclosed by, or on behalf of, FireAngel (i) in the Annual Report
                                                                       or in the interim results of FireAngel for the financial year ended 30 June
                                                                       2023; (ii) in any announcement to a Regulatory Information Service by, or on
                                                                       behalf of, FireAngel, prior to the date of this Announcement; (iii) as
                                                                       otherwise fully and fairly disclosed to ISE (or its respective officers,
                                                                       employees, agents or advisers) in writing prior to the date of this
                                                                       Announcement; or (iv) in this Announcement

 "Disclosure Table"                                                    the disclosure table on the Panel's website at www.thetakeoverpanel.org.uk
                                                                       (http://www.thetakeoverpanel.org.uk)

 "Enlarged Group"                                                      means the ISE Group as enlarged by the Acquisition
 "Euroclear"                                                           Euroclear UK & International Limited, the operator of CREST
 "Factset Research Systems Inc."                                       FactSet Research Systems Inc., a financial data and software company based in
                                                                       the United States of America
 "FCA"                                                                 the Financial Conduct Authority
 "FCA Handbook"                                                        the handbook of rules and guidance made by the FCA
 "FireAngel Directors"                                                 the board of directors of FireAngel
 "FireAngel Group"                                                     FireAngel and its subsidiary undertakings and, where the context permits, each
                                                                       of them
 "FireAngel Shareholders"                                              holders of FireAngel Shares
 "FireAngel Share Option Schemes"                                      the long term incentive plans and share matching scheme of FireAngel referred
                                                                       to in the Annual Report and as otherwise Disclosed
 "FireAngel Shares"                                                    the existing issued or unconditionally allotted and fully paid (or credited as
                                                                       fully paid) ordinary shares of 2 pence each in the capital of FireAngel and
                                                                       any further such shares which are unconditionally allotted or issued while the
                                                                       Offer remains open for acceptance or, subject to the provisions of the Code,
                                                                       by such earlier date as ISE may determine
 "FireAngel Warrants"                                                  the 60,355,529 warrants to subscribe for FireAngel Shares referred to in the
                                                                       Annual Report and as otherwise Disclosed
 "Form of Acceptance"                                                  the form of acceptance and authority relating to the Offer accompanying the
                                                                       Offer Document for use by the FireAngel Shareholders holding FireAngel Shares
                                                                       in certificated form
 "Irrevocable Undertakings"                                            the irrevocable undertakings given to ISE by certain FireAngel Shareholders to
                                                                       accept the Offer as further summarised in Appendix III
 "ISE"                                                                 Intelligent Safety Electronics Pte. Ltd
 "ISE Group"                                                           Siterwell and its subsidiary undertakings (including ISE) and, where the
                                                                       context permits, each of them
 "London Stock Exchange"                                               London Stock Exchange plc or its successor
 "Long-stop Date"                                                      midnight on 3 April 2024 or such later date (if any) as ISE may, with the
                                                                       consent of FireAngel or with the consent of the Panel, specify
 "NSIA"                                                                the National Security and Investment Act 2021 (as amended)
 "NSIA Condition"                                                      the Condition as to the clearance required pursuant to the NSIA set out in
                                                                       paragraph 2.1 of Part A of Appendix I of this document
 "Offer"                                                               the cash offer to be made by ISE at the Offer Price to acquire all the
                                                                       FireAngel Shares not otherwise held by ISE on the terms and subject to the
                                                                       conditions to be set out in the Offer Document and, in the case of FireAngel
                                                                       Shares held in certificated form, the Form of Acceptance including, where the
                                                                       context so requires, any subsequent revision, variation, extension or renewal
                                                                       of such offer
 "Offer Document"                                                      the document to be sent to FireAngel Shareholders containing the terms and
                                                                       conditions of the Offer;
 "Offer Period"                                                        the offer period (as defined in the Code) relating to FireAngel that commenced
                                                                       on 6 June 2023 (the date on which FireAngel made the Strategic Review
                                                                       Announcement) and ending on the date when the Offer becomes or is declared
                                                                       unconditional or lapses or is withdrawn
 "Offer Price"                                                         7.40 pence per share in cash for each FireAngel Share
 "Opening Position Disclosure"                                         has the meaning given to it in Rule 8 of the Code
 "Overseas Shareholders"                                               FireAngel Shareholders whose registered addresses are outside the UK or who
                                                                       are citizens or residents of countries other than the UK
 "Panel"                                                               the Panel on Takeovers and Mergers
 "pounds sterling", "£" or "pence"                                     the lawful currency of the United Kingdom
 "PwC"                                                                 PricewaterhouseCoopers LLP
 "Receiving Agent"                                                     Computershare Investor Services PLC
 "Regulatory Information Service" or "RIS"                             a regulatory information service as defined in the FCA Handbook
 "Restricted Jurisdiction"                                             the United States, Canada, Australia, Japan and any other jurisdiction where
                                                                       local laws or regulations may result in significant risk of civil, regulatory
                                                                       or criminal exposure if information concerning the Offer is sent or made
                                                                       available to FireAngel Shareholders in that jurisdiction
 "Secretary of State"                                                  Secretary of State for the Cabinet Office
 "Siterwell"                                                           Siterwell Electronics Co., Ltd
 "SPARK"                                                               SPARK Advisory Partners Limited
 "Strategic Review Announcement"                                       the announcement by FireAngel published on 6 June 2023 pursuant to which
                                                                       FireAngel announced, amongst other things, a strategic review and which
                                                                       commenced the Offer Period
 "subsidiary", "subsidiary undertaking", "associated undertaking" and  shall be construed in accordance with the CA 2006
 "undertaking"
 "Transaction"                                                         the transaction to be completed pursuant to the Offer
 "Treasury Shares"                                                     shares held as treasury shares as defined in section 724(5) of the CA 2006
 "UK" or "United Kingdom"                                              the United Kingdom of Great Britain and Northern Ireland
 "United States"                                                       the United States of America, its territories and possessions, any state of
                                                                       the United States of America, the District of Columbia and all other areas
                                                                       subject to its jurisdiction and any political sub-division thereof
 "uncertificated" or "in uncertificated form"                          in relation to a share or other security, a share or other security title to
                                                                       which is recorded in the relevant register of the share or security as being
                                                                       held in uncertificated form in CREST, and title to which, by virtue of the
                                                                       CREST Regulations, may be transferred by means of CREST
 "Unconditional Date"                                                  Day 60 or such earlier date as ISE may specify in any Acceleration Statement
                                                                       unless, where permitted, it has set aside that statement
 "Wider FireAngel Group"                                               the FireAngel Group and any of its subsidiaries, subsidiary undertakings and
                                                                       associated undertakings and any other body corporate, partnership, joint
                                                                       venture or person in which FireAngel and such undertakings (aggregating their
                                                                       interests) have a direct or indirect interest of 20 per cent. or more of the
                                                                       voting or equity capital or equivalent
 "Wider ISE Group"                                                     the ISE Group and any of its subsidiaries, subsidiary undertakings and
                                                                       associated undertakings and any other body corporate, partnership, joint
                                                                       venture or person in which ISE and such undertakings (aggregating their
                                                                       interests) have a direct or indirect interest of 20 per cent. or more of the
                                                                       voting or equity capital or equivalent

 

In this Announcement:

·      All the times referred to are London time unless otherwise
stated.

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

·      All references to "relevant securities" are to that term as it is
defined in the Code.

·      Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the feminine or
neutral gender.

·      The eiusdem generis principle of construction shall not apply to
the terms and conditions of the Offer and/or the Form of Acceptance.
Accordingly, general words shall not be given a restrictive meaning by reason
of their being preceded or followed by words indicating a particular class of
acts, matters or things or by examples falling within the general words.

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  OUPUBASRONURURA