REG - Appreciate Group PLC PayPoint PLC - Publication of Scheme Document

PayPointAnnouncement

02/12/2022 07:00

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RNS Number : 3436I  Appreciate Group PLC  02 December 2022

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

FOR IMMEDIATE RELEASE

 

2 DECEMBER 2022

 

RECOMMENDED OFFER

FOR

APPRECIATE GROUP PLC ("APPRECIATE GROUP")

BY

PAYPOINT PLC ("PAYPOINT")

to be implemented by means of a Court-sanctioned scheme of arrangement

under Part 26 of the Companies Act 2006

On 7 November 2022, the boards of directors of Appreciate Group and PayPoint
announced that they had reached agreement on the terms of a recommended offer
pursuant to which PayPoint will acquire the entire issued and to be issued
share capital of Appreciate Group (the "Acquisition"). It is intended that the
Acquisition will be effected by means of a Court-sanctioned scheme of
arrangement between Appreciate Group and relevant Appreciate Group
Shareholders under Part 26 of the Companies Act (the "Scheme").

Publication and posting of the Scheme Document

The board of Appreciate Group announces that it has today published a circular
in relation to the Offer (the "Scheme Document"), together with the Forms of
Proxy for the Court Meeting and the General Meeting. The Scheme Document sets
out, amongst other things, the full terms and conditions of the Scheme, an
explanatory statement under section 897 of the Companies Act 2006, an expected
timetable of principal events, notices of the Court Meeting and General
Meeting and details of the actions to be taken by Appreciate Group
Shareholders.

Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting
and the General Meeting are being posted today to Appreciate Group
Shareholders and, for information only, to persons with information rights.
Appreciate Group will also be sending details of the proposals being made to
participants in the Appreciate Group Share Plans to such participants. Copies
of the Scheme Document, Forms of Proxy and the proposals being made to
participants in the Appreciate Group Share Plans will also be made available
on Appreciate Group's website at www.appreciategroup.co.uk/investors and on
PayPoint's website at https://corporate.paypoint.com/appreciategroupoffer
later today.

Notices of the Court Meeting and General Meeting

As further detailed in the Scheme Document, to become Effective the Scheme
requires, among other things, that the requisite majority of Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and that the
requisite majority of Appreciate Group Shareholders vote in favour of the
Resolution to be proposed at the General Meeting. The Scheme is also subject
to the satisfaction or (where applicable) waiver of the Conditions and further
terms set out in the Scheme Document.

Notices convening the Court Meeting and the General Meeting, each of which
will be held in person at the offices of Addleshaw Goddard LLP, Milton Gate,
60 Chiswell Street, London EC1Y 4AG on 20 January 2023, are set out in the
Scheme Document. The Court Meeting will start at 12:00 p.m. (London time) and
the General Meeting at 12:15 p.m. (London time) (or as soon as reasonably
practicable thereafter as the Court Meeting shall have been concluded or
adjourned). Forms of Proxy for use at such meetings will be enclosed with the
Scheme Document.

Recommendation

The Appreciate Group Directors, who have been so advised by Liberum and Herax
Partners as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing their financial advice
Liberum and Herax Partners have taken into account the commercial assessments
of the Appreciate Group Directors. Herax Partners is providing independent
financial advice to the Appreciate Group Directors for the purposes of Rule 3
of the Code.

Accordingly, the Appreciate Group Directors unanimously recommend that
Appreciate Group Shareholders vote in favour of the Scheme at the Court
Meeting and in favour of the Resolution to be proposed at the General Meeting,
as the Appreciate Group Directors who hold Appreciate Group Shares have
irrevocably undertaken to do in respect of their own beneficial holdings which
are under their control, totalling, in aggregate, 101,413 Appreciate Group
Shares, representing approximately 0.1 per cent. of the issued ordinary share
capital of Appreciate Group as at the Last Practicable Date, as more fully
described the Scheme Document.

It is important that, for the Court Meeting in particular, as many votes as
possible are cast, so that the Court may be satisfied that there is a fair
representation of Scheme Shareholders' opinion. Scheme Shareholders are
therefore strongly urged to complete, sign and return their Forms of Proxy or
appoint a proxy through CREST or via www.investorcentre.co.uk/eproxy as soon
as possible.

Scheme Shareholders should read the Scheme Document in its entirety before
making a decision in respect of the Scheme.

Irrevocable undertakings and letters of intent

Together with the irrevocable undertakings from the Appreciate Group Directors
detailed above, PayPoint has received irrevocable undertakings and letters of
intent from Appreciate Group Shareholders in respect of a total number of
35,802,106 Appreciate Group Shares representing, in aggregate, approximately
19.21 per cent. of Appreciate Group's issued share capital as at the Last
Practicable Date.

Appreciate Group Share Plans

In accordance with Rule 15 of the Code, participants in the Appreciate Group
Share Plans will be contacted today by way of joint letter (the "Rule 15
Letters"). The Rule 15 Letters contain details regarding the effect of the
Scheme on participants' rights under the Appreciate Group Share Plans and the
arrangements applicable to those participants, including details of
appropriate proposals being made in relation to such proposals and relevant
dates and times.

 

Cancellation of listing of Appreciate Group Shares

If the Scheme is approved by the Scheme Shareholders, the Resolution is
approved by Appreciate Group Shareholders, the Court sanctions the Scheme, all
other Conditions to the Acquisition are satisfied or (if capable of waiver)
waived and the Scheme becomes Effective in accordance with its terms, then,
under the anticipated timetable, it is expected that dealings in Appreciate
Group Shares will be suspended at 7:30 a.m. on the second Business Day
following the Sanction Hearing, the Scheme will become Effective on the same
day and the cancellation of the admission to trading of the Appreciate Group
Shares on AIM will take effect by 8:00 a.m. on the following Business Day.

Timetable

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also set out below. The Scheme remains
conditional on the approval of Scheme Shareholders at the Court Meeting and
Appreciate Group Shareholders at the General Meeting and to the satisfaction
or waiver of the other Conditions set out in the Scheme Document, including
the sanction of the Court. The Scheme is expected to become effective in the
first half of calendar year 2023 and any update to the expected timetable
will be announced through a Regulatory Information Service, with such
announcement being made available on Appreciate Group's website at
www.appreciategroup.co.uk/investors and on PayPoint's website at
https://corporate.paypoint.com/appreciategroupoffer.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown are London times unless otherwise stated. The dates and times
given are indicative only and are based on Appreciate Group's and PayPoint's
current expectations and may be subject to change.

 Event                                                                           Time and/or date
 Publication of Scheme Document and Forms of Proxy                               2 December 2022
 Latest time for lodging Forms of Proxy for the:
 ·              Court Meeting (WHITE Form of Proxy)                              12.00 p.m. on 18 January 2023((1))
 ·              General Meeting (YELLOW Form of Proxy)                           12.15 p.m. on 18 January 2023((2))
 Voting Record Time                                                              6.00 p.m. on 18 January 2023((3))
 Court Meeting                                                                   12.00 p.m. on 20 January 2023
 General Meeting                                                                 12.15 p.m. on 20 January 2023((4))
 Certain of the following dates are subject to change((5)):
 Court Hearing to sanction the Scheme                                            A date (D) to be determined following the satisfaction or (if applicable)
                                                                                 waiver of Conditions 2.1(a)(i), 2.1(b)(i) and 3 to 12 (inclusive) set out in
                                                                                 Part 3 (Conditions and further terms of the Acquisition) of the Scheme
                                                                                 Document
 Last day of dealings in, and for registration of transfers of, and disablement  D+1 Business Day
 in CREST of, Appreciate Group Shares
 Scheme Record Time                                                              6.00 p.m. on D+1 Business Day
 Suspension of dealings in Appreciate Group Shares on AIM                        7.30 a.m. on D+2 Business Days
 Effective Date                                                                  D+2 Business Days
 Cancellation of admission of, and dealings in, Appreciate Group Shares          By 8.00 a.m. on D+3 Business Days
 Admission of the New PayPoint Shares to the Official List and to trading on     8.00 a.m. on D+3 Business Days
 the Main Market of the London Stock Exchange
 Crediting of New PayPoint Shares to CREST accounts                              by no later than 8.00 a.m. on D+3 Business Days
 Latest date for CREST accounts to be credited with New PayPoint Shares (and,    Within 14 days of the Effective Date
 if applicable, for share certificates in respect of New PayPoint Shares to be
 issued)
 Settlement of the Cash Consideration payable under the Acquisition              Within 14 days of the Effective Date
 Long Stop Date                                                                  5 June 2023((6))
 All references in this table to times are to London time unless stated
 otherwise.

 

__________________

1      The WHITE Form of Proxy for the Court Meeting should be received
by Computershare Investor Services PLC before

12.00 p.m. on 18 January 2023, or, if the Court Meeting is adjourned, not
later than 48 hours before the time fixed for the holding of the adjourned
meeting. WHITE Forms of Proxy not so received may be handed to the Chairman of
the Court Meeting before the taking of the poll at the Court Meeting and will
still be valid.

2      The YELLOW Form of Proxy for the General Meeting must be lodged
with Computershare Investor Services PLC before 12.15 p.m. on 18 January 2023
in order for it to be valid, or, if the General Meeting is adjourned, not
later than 48 hours before the time fixed for the holding of the adjourned
meeting. The YELLOW Form of Proxy cannot be handed to the Chairman of the
General Meeting at that meeting.

3      If an Appreciate Group Meeting is adjourned, only those Scheme
Shareholders (in the case of the Court Meeting) and Appreciate Group
Shareholders (in the case of the General Meeting) on the register of members
of Appreciate Group at close of business on the day which is two days before
the adjourned meeting will be entitled to attend and vote.

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

5      These times and dates are indicative only and will depend, among
other things, on the date on which: (i) the Conditions are either satisfied,
or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and
(iii) the Court Order is delivered to the Registrar of Companies. Appreciate
Group will give notice of any change(s) by issuing an announcement through a
RIS and, if required by the Panel, send notice of the change(s) to Appreciate
Group Shareholders and other persons with information rights.

6      This is the last date on which the Scheme may become Effective
unless Appreciate Group and PayPoint, with the consent of the Panel and, if
required, the approval of the Court, agree in writing a later date.

Shareholder Helpline

 

If any Appreciate Group Shareholder has any questions relating to the Scheme
Document (or any information incorporated into the Scheme Document by
reference to another source), the Appreciate Group Meetings or the completion
and return of the Forms of Proxy, please contact Appreciate Group's
registrars, Computershare Investor Services PLC at The Pavilions, Bridgwater
Road, Bristol BS99 6ZY or by calling +44 (0)370 707 1226. Calls are charged at
the standard geographic rate and will vary by provider. Calls from outside of
the United Kingdom will be charged at the applicable international rate. Lines
will be open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public
holidays in England and Wales. Please note that Computershare Investor
Services PLC cannot provide any financial, legal or tax advice and calls may
be recorded and monitored for security and training purpose.

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

Enquiries

Appreciate Group

 

Guy Parsons, Executive
Chairman
Tel: 020 3128 8193

Julian Coghlan, Interim Chief Executive Officer

 

Liberum Capital Limited (Lead financial adviser, nominated adviser and
corporate broker to Appreciate Group)

 

Richard
Crawley
Tel: 020 3100 2000

Mark Harrison

Jamie Richards

Ben Cryer

Nikhil Varghese

 

Herax Partners LLP (Joint financial adviser and Rule 3 adviser to Appreciate
Group)

 

Angus
MacPherson
Tel: 020 7399 1682

Giuseppe Leonello

 

MHP Communications (Public relations adviser to Appreciate Group)

 

Reg
Hoare
Tel: 020 3128 8193

Katie
Hunt
appreciategroup@mhpc.com

Charles Hirst

 

PayPoint

 

Nick Wiles, Chief Executive
                              Tel: 07442 968960
 

Alan Dale, Finance Director
                              Tel: 07778 043962

Steve O'Neill, Corporate Affairs and Marketing Director
       Tel: 07919 488066

 

Jefferies International Limited (Financial adviser and corporate broker to
PayPoint)

 

Simon
Hardy
Tel: 020 7029 8000

James Thomlinson

William Brown

 

FGS Global (Public relations adviser to PayPoint)

 

Rollo
Head
Tel: 0207 251 3801

James Thompson

 

Further information

Jefferies International Limited ("Jefferies"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively as financial
adviser and corporate broker to PayPoint and no one else in connection with
the Acquisition or any matters referred to in this Announcement. In connection
with such matters, Jefferies, its affiliates and its or their respective
directors, officers, employees and agents will not regard any other person as
their client, nor will they be responsible to anyone other than PayPoint for
providing the protections afforded to their clients or for providing advice in
relation to the Acquisition, the contents of this Announcement or any other
matter referred to in this Announcement or owe or accept any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person other than PayPoint in
connection with the matters referred to in this Announcement, or otherwise.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as lead financial adviser,
nominated adviser and corporate broker to Appreciate Group and for no one else
in connection with the Acquisition or any matters referred to in this
Announcement and will not be responsible to anyone other than Appreciate Group
for providing the protections afforded to its clients nor for providing advice
in relation to the Acquisition, the contents of this Announcement or any other
matters referred to in this Announcement. Neither Liberum nor any of its
affiliates, respective directors, officers, employees and agents owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person other than Appreciate Group in connection with the matters referred to
in this Announcement, or otherwise.

Herax Partners LLP ("Herax Partners"), which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively as joint financial
adviser and Rule 3 Adviser to Appreciate Group and for no one else in
connection with the Acquisition or any matters referred to in this
Announcement and will not be responsible to anyone other than Appreciate Group
for providing the protections afforded to its clients nor for providing advice
in relation to the Acquisition, the contents of this Announcement or any other
matters referred to in this Announcement. Neither Herax Partners nor any of
its affiliates, respective directors, officers, employees and agents owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person other than Appreciate Group 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 to sell or an invitation to
purchase any securities or a solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, invitation, solicitation, purchase, sale, issuance or
exchange is unlawful. The Acquisition will be made solely by means of the
Scheme Document (or, if applicable, the offer document containing any Takeover
Offer) and the accompanying Forms of Proxy, which will contain the full terms
and conditions of the Acquisition, including details of how to vote in respect
of the resolution proposed in connection with the Acquisition. Any approval,
decision in respect of, or other response to, the Acquisition should be made
only on the basis of the information contained in the Scheme Document (or, if
applicable, the offer document containing any Takeover Offer).

This Announcement does not constitute a prospectus or prospectus equivalent
document. The New PayPoint Shares to be issued pursuant to the Acquisition are
not being offered to the public by means of this Announcement.

This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law, the Takeover Code, the AIM Rules, the Market Abuse Regulation and
the Disclosure Guidance and Transparency Rules and information disclosed may
not be the same as that which would have been disclosed if this Announcement
had been prepared in accordance with the laws of jurisdictions outside the
United Kingdom. Nothing in this Announcement should be relied on for any other
purpose.

The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and the
release of this Announcement shall not give rise to any implication that there
has been no change in the facts set out in this Announcement since such date.

Appreciate Group and PayPoint urge Appreciate Group Shareholders to read the
Scheme Document in full as it contains important information relating to the
Acquisition, the New PayPoint Shares and the PayPoint Group.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by the laws and/or regulations
of those jurisdictions and therefore persons into whose possession this
Announcement comes who are subject to the laws and/or regulations of any
jurisdiction other than the United Kingdom should inform themselves about and
observe any such applicable restrictions in their jurisdiction. In particular,
the ability of persons who are not resident in the United Kingdom to vote
their Appreciate Group Shares with respect to the Scheme at the Court Meeting,
or to appoint another person as proxy to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdiction in which they
are located. Further details in relation to the Overseas Shareholders will be
contained in the Scheme Document. Any failure to comply with any such
restrictions may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.

Unless otherwise determined by PayPoint or required by the Takeover Code, and
permitted by applicable law and regulation, the New PayPoint Shares to be
issued pursuant to the Acquisition to Appreciate Group Shareholders will not
be made available, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Scheme by any such means from within a
Restricted Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies of this
Announcement and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would violate the
laws in that jurisdiction. If the Acquisition is implemented by Takeover Offer
(unless otherwise permitted by applicable law or regulation), the Takeover
Offer may not be made, directly or indirectly, in or into or by use of the
mails or any other means or instrumentality (including, without limitation,
facsimile, email or other electronic transmission, telex or telephone of
interstate or foreign commerce of, or any facility of a national state or
other securities exchange of any Restricted Jurisdiction) and the Takeover
Offer will not be capable of acceptance by any such use, means instrumentality
or facilities or from or within any Restricted Jurisdiction.

The availability of the New PayPoint Shares to Appreciate Group Shareholders
who are not resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom should inform themselves of, and observe, any
applicable requirements.

Further details in relation to Overseas Shareholders are contained in the
Scheme Document.

Additional information for US investors

Appreciate Group Shareholders in the United States should note that the
Acquisition relates to the securities of a company incorporated in England and
is proposed to be effected by means of a scheme of arrangement under the laws
of England and Wales. This Announcement, the Scheme Document and certain other
documents relating to the Acquisition have been or will be prepared in
accordance with English law, the Takeover Code and UK disclosure requirements,
format and style, all of which differ from those in the United States. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure requirements of and
practices applicable in the United Kingdom to schemes of arrangement, which
differ from the disclosure requirements of the United States tender offer and
proxy solicitation rules. If, in the future, PayPoint exercises the right to
implement the Acquisition by way of a Takeover Offer in accordance with the
terms of the Co-operation Agreement and determines to extend the offer into
the United States, the Acquisition will be made in compliance with applicable
United States laws and regulations, including any applicable exemptions under
the US Exchange Act.

Appreciate Group's financial statements, and all financial information that is
included in this Announcement or that may be included in the Scheme Document,
or any other documents relating to the Acquisition, have been or will be
prepared in accordance with IFRS and may not be comparable to financial
statements of companies in the United States or other companies whose
financial statements are prepared in accordance with US generally accepted
accounting principles.

The receipt of cash and shares pursuant to the Acquisition by a US holder as
consideration for the transfer of its Appreciate Group Shares pursuant to the
Scheme will likely be a taxable transaction for United States federal income
tax purposes and under applicable United States state and local, as well as
foreign and other, tax laws. Each Appreciate Group Shareholder is urged to
consult his independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him.

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

Neither the Securities Exchange Commission nor any securities commission of
any state of the United States has approved the transaction, passed upon the
fairness of the transaction or passed upon the adequacy or accuracy of this
summary of this Announcement. Any representation to the contrary is a criminal
offence in the United States.

If PayPoint were to elect to implement the Acquisition by means of a Takeover
Offer, in accordance with normal practice in the UK and consistent with Rule
14e-5(b) of the US Exchange Act, PayPoint, certain affiliated companies and
their nominees or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Appreciate Group outside the US, other
than pursuant to the Acquisition, until the date on which the Acquisition
and/or Scheme becomes Effective, lapses or is otherwise withdrawn. If such
purchases or arrangements to purchase were to be made they would occur either
in the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US Exchange
Act. Any information about such purchases or arrangements to purchase will be
disclosed as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com.

Notes regarding New PayPoint Shares

The New PayPoint Shares to be issued pursuant to the Scheme have not been and
will not be registered under the relevant securities laws of Japan and the
relevant clearances have not been, and will not be, obtained from the
securities commission of any province of Canada. No prospectus in relation to
the New PayPoint Shares has been, or will be, lodged with, or registered by,
the Australian Securities and Investments Commission. Accordingly, the New
PayPoint Shares are not being, and may not be, offered, sold, resold,
delivered or distributed, directly or indirectly in or into a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of relevant laws of, or require registration thereof in, such
jurisdiction (except pursuant to an exemption, if available, from any
applicable registration requirements or otherwise in compliance with all
applicable laws).

The New PayPoint Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or under the
securities laws of any state or other jurisdiction of the United States, and
may not be offered or sold except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. It is expected that the New PayPoint
Shares will be issued in reliance upon the exemption from the registration
requirements of the US Securities Act of 1933 (as amended) provided by Section
3(a)(10) thereof.

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by PayPoint or Appreciate Group contain statements about
PayPoint and/or Appreciate Group that are or may be deemed to be
"forward-looking statements". All statements other than statements of
historical facts included in this Announcement may be forward-looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "hopes" "projects",
"continue", "schedule" or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of PayPoint's
or Appreciate Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on PayPoint's or
Appreciate Group's business.

These forward-looking statements are not guarantees of future performance. By
their nature, such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results and are
based on certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond the entities' ability to control or estimate precisely. These factors
include, but are not limited to, the satisfaction of the conditions to the
Acquisition, as well as additional factors, such as changes in political and
economic conditions, changes in the level of capital investment, retention of
key employees, changes in customer habits, success of business and operating
initiatives and restructuring objectives, impact of any acquisitions or
similar transactions, changes in customers' strategies and stability,
competitive product and pricing measures, changes in the regulatory
environment, fluctuations of interest and exchange rates, the outcome of any
litigation. For a discussion of important factors which could cause actual
results to differ from forward-looking statements: (i) in relation to the
Wider Appreciate Group, refer to the annual report for Appreciate Group for
the financial year ended 31 March 2022; and (ii) in relation to the PayPoint
Group, refer to the annual report for PayPoint for the financial year ended 31
March 2022. Neither PayPoint or Appreciate 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 Announcement will actually occur.
Due to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of the date
of this Announcement. All subsequent oral or written forward-looking
statements attributable to PayPoint or Appreciate Group or any of their
respective members, directors, officers or employees or any persons acting on
their behalf are expressly qualified in their entirety by the cautionary
statement above. PayPoint and Appreciate Group disclaim any obligation to
update any forward-looking or other statements contained in this Announcement,
except as required by applicable law.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate
for any period and no statement in this Announcement should be interpreted to
mean that earnings or earnings per share for Appreciate Group or PayPoint for
the current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Appreciate Group or
PayPoint respectively.

Disclosure requirements of the Takeover Code

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

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8 of the
Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the
Takeover Code applies must be made by no later than 3.30 p.m. (London time) 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 of the Takeover
Code.

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 of the Takeover Code).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, 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.

Right to switch to a Takeover Offer

PayPoint reserves the right to elect, subject to the terms of the Co-operation
Agreement and with the consent of the Panel, to implement the Acquisition by
way of a Takeover Offer for the entire issued and to be issued share capital
of Appreciate Group as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if PayPoint so
decides, on such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme
and subject to the amendment referred to in the conditions to Acquisition set
out in Part 3 of the Scheme Document.

Publication of this Announcement on website

A copy of this Announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available, free
of charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Appreciate Group's website at
www.appreciategroup.co.uk/investors and on PayPoint's website at
corporate.paypoint.com by no later than 12:00 p.m. on the Business Day
following this Announcement.

For the avoidance of doubt, the contents of this website and any websites
accessible from hyperlinks on this website are not incorporated into and do
not form part of this Announcement.

Information relating to Appreciate Group Shareholders

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

Right to receive documents in hard copy form

Any person entitled to receive a copy of documents, announcements and
information relating to the Acquisition is entitled to receive such documents
in hard copy form free of charge. A person may also request that all future
documents, announcements and information in relation to the Acquisition are
sent to them in hard copy form. Hard copies of such documents, announcements
(including this Announcement), and information will not be sent unless
requested.

In accordance with Rule 30.3 of the Takeover Code, Appreciate Group
Shareholders, persons with information rights and participants in Appreciate
Group Share Plans may request a hard copy of this Announcement by contacting
Appreciate Group's registrars, Computershare Investor Services PLC
("Computershare") during business hours on +44 (0)370 707 1226 or in writing
at The Pavilions, Bridgwater Road, Bristol BS99 6ZY. Calls are charged at the
standard geographical rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines are open
between 9.00 a.m. to 5.30 p.m. (London time), Monday to Friday (except public
holidays in England and Wales). Please note that Computershare cannot provide
any financial, legal or tax advice.  Calls may be recorded and monitored for
security and training purposes. For persons who receive a copy of this
Announcement in electronic form or via a website notification, a hard copy of
this Announcement will not be sent unless so requested. Such persons may also
request that all future documents, announcements and information to be sent to
them in relation to the Acquisition should be in hard copy form.

Rounding

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

 

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