REG - Regent Acquisitions TClarke PLC - Recommended Cash Acquisition of TClarke plc

TclarkeAnnouncement

16/04/2024 07:00

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RNS Number : 7170K  Regent Acquisitions Limited  16 April 2024

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SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

16 April 2024

RECOMMENDED CASH ACQUISITION

OF

TCLARKE PLC

BY

REGENT ACQUISITIONS LIMITED

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Summary

·     The boards of directors of Regent Acquisitions Limited ("Regent")
and TClarke plc ("TClarke") are pleased to announce that they have reached
agreement on the terms and conditions of a recommended cash offer by Regent
for the entire issued and to be issued share capital of TClarke not already
held by any member of the Wider Regent Group (the "Acquisition").

·     Under the terms of the Acquisition, each TClarke Shareholder
(other than any member of the Wider Regent Group) will be entitled to receive:

for each TClarke Share:

160 pence in cash (the "Consideration")

and

a final dividend of 4.525 pence for TClarke's financial year ended 31 December
2023 (the "Permitted Dividend")

·      TClarke announced the Permitted Dividend on 15 March 2024 and
TClarke Shareholders on TClarke's register of members at the relevant record
date will be entitled to receive and retain the Permitted Dividend regardless
of whether the Acquisition becomes Effective (and without any reduction to the
Consideration if the Acquisition does become Effective). Subject to approval
at the TClarke AGM, the Permitted Dividend is due to be paid on 7 June 2024
(earlier than the previously announced payment date of 14 June 2024 (as
separately announced by TClarke today)).

·       The Consideration values the entire issued and to be issued
share capital of TClarke at approximately £90.56 million, and implies a
multiple of approximately 11.64 times TClarke's EPS for the twelve months
ended 31 December 2023.

·       The Consideration represents a premium of approximately:

·        28.00 per cent. to the Closing Price of 125.00 pence per
TClarke Share on 15 April 2024 (being the last Business Day before the
commencement of the Offer Period);

·        27.22 per cent. to the Volume Weighted Average Price of
125.77 pence per TClarke Share during the three-month period ended 15 April
2024 (being the last Business Day before the commencement of the Offer
Period);

·        27.81 per cent. to the Volume Weighted Average Price of
125.18 pence per TClarke Share during the six-month period ended 15 April 2024
(being the last Business Day before the commencement of the Offer Period); and

·        31.1 per cent. to the placing price of 122 pence per TClarke
Share, the price at which TClarke's secondary fundraising, announced on 6 July
2023, was completed.

·       Except for the Permitted Dividend, if on or after the date of
this Announcement and before the Effective Date, any dividend, distribution or
other return of capital is announced, declared, made or paid or becomes
payable in respect of TClarke Shares, Regent reserves the right to reduce the
Consideration that would be payable for the TClarke Shares pursuant to the
Acquisition by an amount up to the amount of such dividend and/or distribution
and/or other return of capital, in which case any reference in this
Announcement to the Consideration will be deemed to be a reference to the
consideration as so reduced. In such circumstances, TClarke Shareholders would
be entitled to retain any such dividend, distribution or other return of
capital to which they are entitled.

·       It is intended that the Acquisition will be implemented by way
of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
(although Regent reserves the right to effect the Acquisition by way of a
Takeover Offer, subject to the consent of the Takeover Panel and the terms of
the Co-operation Agreement). The Conditions to the Acquisition are set out in
full in ‎Appendix 1 to this Announcement.

Recommendation

·       The TClarke Directors, who have been so advised by Cavendish as
to the financial terms of the Acquisition, unanimously consider the terms of
the Acquisition to be fair and reasonable. In providing its advice to the
TClarke Directors, Cavendish has taken into account the commercial assessments
of the TClarke Directors. Cavendish is providing independent financial advice
to the TClarke Directors for the purposes of Rule 3 of the Code.

·       Accordingly, the TClarke Directors intend to recommend
unanimously that TClarke Shareholders vote or procure votes in favour of the
Scheme at the Court Meeting and the Resolutions to be proposed at the General
Meeting (or, subject to the consent of the Takeover Panel and the terms of the
Co-operation Agreement, if Regent exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept or procure acceptance of
such offer), as the TClarke Directors who hold TClarke Shares have irrevocably
undertaken to do, or procure to be done, in respect of their own beneficial
holdings (and the beneficial holdings of their close relatives and related
trusts), being, in aggregate, 1,781,649 TClarke Shares (representing
approximately 3.37 per cent. of the existing issued ordinary share capital of
TClarke as at 15 April 2024 (being the last Business Day prior to the date of
this Announcement)). Further details of these undertakings, including the
circumstances in which they cease to be binding, are set out in ‎Appendix 3
to this Announcement.

Background to and reasons for the Recommendation

·       The TClarke Directors believe that TClarke's recognised and
strong brand, built upon through a reputation for high quality engineering,
reliability and on time delivery, stands as the basis for TClarke's continued
sustainable growth. The TClarke Directors remain confident in both TClarke's
ability to succeed as an independent business and the further opportunities
for growth in the UK.

·       Notwithstanding the strength of the business and the
opportunities for growth, the TClarke Directors realise that the TClarke
Shares have consistently traded at a discounted valuation multiple to its core
peers in the public markets. Further, the TClarke Directors recognise that the
market for the TClarke Shares is relatively illiquid, making it challenging
for TClarke Shareholders to monetise their holdings in TClarke should they so
wish.

·       The TClarke Directors also believe that, in light of the
opportunities, risks and historical trading of the TClarke share price, the
offer from Regent of 160 pence per TClarke Share in cash presents an
opportunity for TClarke Shareholders to accelerate the crystallisation of a
certain value from their investment at an attractive premium, de-risks the
return of value and allows full liquidity of their investment in TClarke.

·       The Acquisition provides an opportunity for TClarke
Shareholders to achieve an attractive premium to the current share price. The
Consideration represents a premium of approximately:

·        28.00 per cent. to the Closing Price of 125.00 pence per
TClarke Share on 15 April 2024 (being the last Business Day before the
commencement of the Offer Period);

·        27.22 per cent. to the Volume Weighted Average Price of
125.77 pence per TClarke Share during the three-month period ended 15 April
2024 (being the last Business Day before the commencement of the Offer
Period);

·        27.81 per cent. to the Volume Weighted Average Price of
125.18 pence per TClarke Share during the six-month period ended 15 April 2024
(being the last Business Day before the commencement of the Offer Period); and

·        31.1 per cent. to the placing price of 122 pence per TClarke
Share, the price at which TClarke's secondary fundraising, announced on 6 July
2023, was completed.

·       The Consideration values TClarke's entire issued and to be
issued share capital at approximately £90.56 million on a fully diluted
basis, and implies a multiple of approximately 11.64 times TClarke's EPS for
the twelve months ended 31 December 2023.

·       In addition to the financial terms of the Acquisition, in
considering the intention to recommend the Acquisition, the TClarke Directors
have also given due consideration to the assurances given by Regent as to its
intentions with respect to the future operation of the business, including
Regent's intentions to seek to continue growing the business in the UK, and
the importance placed by Regent on the existing employees of TClarke.

·       The TClarke Directors, who have been so advised by Cavendish as
to the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing its advice, Cavendish has
taken into account the commercial assessments of the TClarke Directors.
Cavendish is providing independent financial advice to the TClarke Directors
for the purposes of Rule 3 of the Code.

·       Accordingly, the TClarke Directors intend to recommend
unanimously that TClarke Shareholders vote or procure votes in favour of the
Scheme at the Court Meeting and the Resolutions to be proposed at the General
Meeting (or, subject to the consent of the Takeover Panel and the terms of the
Co-operation Agreement, if Regent exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept or procure acceptance of
such offer), as the TClarke Directors who hold TClarke Shares have irrevocably
undertaken to do, or procure to be done, in respect of their own beneficial
holdings (and the beneficial holdings of their close relatives and related
trusts), being, in aggregate, 1,781,649 TClarke Shares (representing
approximately 3.37 per cent. of the existing issued ordinary share capital of
TClarke as at 15 April 2024 (being the last Business Day prior to the date of
this Announcement)).

Background to and reasons for the Acquisition

·       The original business of the TClarke Group was founded in 1889
and provided 'wires encased in fire-proof materials' that enabled the
electrification for royal palaces including Windsor Castle and St James'
Palace. Since then it has developed its product offering across a range of
services and sectors to include modern methods of construction, smart
buildings and alternative energy solutions. It is now viewed nationally as the
contractor of choice for building services across the UK and has a
demonstrable track record of delivering growth. This is testament to the
leadership of the TClarke Board, the Executives of which will continue to lead
TClarke following the Acquisition.

·       Regent has long admired TClarke's reputation, heritage and its
talented pool of employees. Regent knows TClarke well and has closely followed
it since it first acquired shares in May 2018. The Acquisition follows
Regent's strategy to focus on areas of structural growth where it aims to
obtain a greater presence in attractive segments such as those operated in by
TClarke.

Information relating to Regent and the Wider Regent Group

·       The Wider Regent Group, which was established in 1995, is a
leading supplier of gas and metering services to industrial and commercial
customers in the UK. The Wider Regent Group provides services to large
consumers of gas across a range of sectors including, leisure, care homes,
manufacturing, food production and retail.

·       Regent is a company registered in England and has been
incorporated since 5 April 2018. It is wholly-owned by Deep Valecha.

Information relating to TClarke

·       In 1899, Thomas Clarke founded the original business activities
of the TClarke Group that now bears his name as electrical engineers and
contractors at 156 Sloane Street, London SW1. TClarke was incorporated in
England and Wales on 23 December 1911 as a public company limited by shares
with the name TClarke plc and with registered number 00119351. Its ordinary
shares were admitted to the Official List and to trading on the Main Market of
the London Stock Exchange on 8 September 1949.

·       TClarke remains at the forefront of building services.
Innovation and expertise are employed in the design, installation, integration
and maintenance of the mechanical and electrical systems and technologies that
a 21st century building needs for control, performance and sustainability.
TClarke currently operates from nineteen locations serving the whole of the UK
and employs a strategy of pursuing organic growth through five core market
sectors, including engineering services, technology, infrastructure,
residential and hotels, and facilities management.

·       TClarke's services encompass the full project lifecycle, from
initial design and planning through to installation, commissioning, and
ongoing maintenance. With a focus on safety, quality, and reliability, TClarke
has completed numerous landmark projects, ranging from iconic skyscrapers and
mixed-use developments to critical infrastructure upgrades and renovation
projects. TClarke's skilled workforce, technical capabilities, and
collaborative approach have made it a trusted partner for delivering complex
building services solutions.

·       In its latest financial year to 31 December 2023, TClarke
reported unaudited total revenue of £491 million (2022: £426 million) and a
profit after taxation of £6.5 million (2022: £8.4 million).

·       Further financial and other information on TClarke will be set
out in the Scheme Document.

·       TClarke's issued share capital comprises 52,850,780 ordinary
shares which, based on the Closing Price of a TClarke Share of 125.00 pence on
15 April 2024 (being the last Business Day prior to the date of this
Announcement), equates to a market capitalisation of approximately £66.06
million.

Timetable and Conditions

·       It is intended that the Acquisition will be implemented by way
of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
(although Regent reserves the right to effect the Acquisition by way of a
Takeover Offer, subject to the consent of the Takeover Panel and the terms of
the Co-operation Agreement).

·       The purpose of the Scheme is to provide for Regent to acquire
the whole of the issued and to be issued share capital of TClarke (other than
the Excluded Shares). The Scheme will be put to TClarke Shareholders at the
Court Meeting and the General Meeting. The Meetings are required to enable
TClarke Shareholders to consider and, if thought fit, vote in favour of
resolutions to approve the Scheme and its implementation. In order to become
Effective, the Scheme must be approved at the Court Meeting by a majority in
number of Scheme Shareholders, present and voting (and entitled to vote),
whether in person or by proxy, representing at least 75 per cent. or more in
nominal value of the Scheme Shares held by those Scheme Shareholders. The
Resolutions must also be approved by TClarke Shareholders at the General
Meeting. The General Meeting is expected to be held immediately after the
Court Meeting.

·       The Scheme must also be sanctioned by the Court and a copy of
the Court Order must be delivered to the Registrar of Companies for
registration, upon which the Scheme will become Effective.

·       The Acquisition will be made in accordance with the Code and is
subject to the Conditions and certain further terms set out in ‎Appendix 1
to this Announcement, and to the full terms and conditions which will be set
out in the Scheme Document. The Conditions include the receipt of a regulatory
approval from the Secretary of State pursuant to the NSI Act as further
described in this Announcement.

·       The Scheme Document, containing further information about the
Acquisition and notices of the Court Meeting and the General Meeting, together
with the associated Forms of Proxy, will be posted to TClarke Shareholders as
soon as reasonably practicable and in any event within 28 days of this
Announcement (or such later time as TClarke, Regent and the Takeover Panel
agree) giving the required notice for such Meetings. The Court Meeting and the
General Meeting are each expected to be held as soon as possible thereafter.

·       The Scheme is expected to become Effective at the end of the
second quarter or early in the third quarter of 2024, subject to the
satisfaction or (where applicable) waiver of the Conditions. An expected
timetable of key events relating to the Acquisition will be provided in the
Scheme Document.

Commenting on the Acquisition, Deep Valecha, CEO of Regent, said:

"TClarke is a business we have long admired since we started to invest in
2018. It is well run, has a strong culture helped by a commitment to a
well-established apprentice scheme which offers career progression and a high
degree of staff loyalty. Given our admiration for TClarke, as part of our
plans, we would like TClarke to continue its business in the manner in which
it has been conducted. We will support the management team in their ambitions
to strengthen the balance sheet, and continue to grow the business.

I am excited by the opportunities this new chapter present for TClarke to
pursue its long-term strategies to drive sustainable growth and innovation and
explore new initiatives."

Commenting on the Acquisition, Iain McCusker, Chairman of TClarke, said:

"After careful consideration and extensive discussions, I am pleased that the
TClarke Board have agreed to recommend that our shareholders accept the offer
made by Regent.

The TClarke Board considers that the terms of the offer are fair and that the
Acquisition presents an opportunity for TClarke Shareholders to achieve an
attractive premium to the current share price and the Consideration represents
a premium of approximately 31.1 per cent. to the placing share price of 122
pence per TClarke Shares on 26 July 2023.

I would like to express my gratitude to all stakeholders and for the
dedication and hard work of the TClarke employees whose contributions have
played a pivotal role in our success so far. I am confident that together,
with the support of Regent Acquisitions Limited, we will achieve even more in
the years ahead."

Commenting on the Acquisition, Mark Lawrence, Chief Executive of TClarke,
said:

"I am pleased to share this exciting news regarding the future of TClarke. In
addition to presenting an attractive premium for TClarke Shareholders, this
transaction presents tremendous opportunities for TClarke to chart its own
course as part of a larger group with significant financial strength,
flexibility and autonomy as TClarke continues to pursue its long-term
strategies that will drive sustainable growth and innovation.

This new chapter in our journey opens doors to explore bold initiatives and
opportunities that may not have been feasible in the past. I am delighted that
Regent understands and appreciates the strengths of the business and will be
supporting our ambitions to further develop the TClarke Group as we move
forward.

The Acquisition will allow us to prioritise initiatives that create lasting
value for our customers, employees and stakeholders. Our commitment to
excellence, integrity and customer satisfaction remains unwavering."

This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and its Appendices. In particular, the Acquisition
is subject to the Conditions and certain further terms set out in ‎Appendix
1 and to the full terms and conditions which will be set out in the Scheme
Document. ‎Appendix 2 contains details of sources of information and bases
of calculation contained in this Announcement. ‎Appendix 3 contains certain
details relating to the irrevocable undertakings referred to in this
Announcement. ‎Appendix 4 contains definitions of certain terms used in this
Announcement.

Enquiries:

 TClarke plc                                                                  +44 (0) 20 7997 7400

 Iain McCusker, Non Executive Chairman

Mark Lawrence, Group Chief Executive Officer

Trevor Mitchell, Chief Financial Officer
 Cavendish Capital Markets Limited (Rule 3 Independent Financial Adviser and  +44 (0) 20 7220 0500
 Corporate Broker to TClarke)

 Ben Jeynes

Henrik Persson

Hamish Waller
 RMS Partners (PR adviser to TClarke)                                         +44 (0) 20 3735 6551

 Simon Courtenay
 Regent Acquisitions Limited                                                  +44 (0) 20 8896 6000

 Deep Valecha
 SPARK Advisory Partners Limited (Financial Adviser to Regent)                +44 (0) 20 3368 3550

 Matt Davis

James Keeshan

 Adam Dawes

Simmons & Simmons LLP is acting as legal adviser to Regent. Pinsent Masons
LLP is acting as legal adviser to TClarke.

Important Notices

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial adviser to
TClarke and no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than TClarke for
providing the protections offered to clients of Cavendish or for providing
advice in connection with any matter referred to in this Announcement. Neither
Cavendish nor any of its affiliates (nor their respective directors, officers,
employees or agents) owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Cavendish in
connection with this Announcement, any statement contained herein, the
Acquisition or otherwise. No representation or warranty, express or implied,
is made by Cavendish as to the contents of this Announcement.

SPARK Advisory Partners Limited ("SPARK"), which is authorised and regulated
in the United Kingdom by the FCA, is acting as financial adviser to Regent and
no-one else in connection with the matters described in this Announcement and
will not be responsible to anyone other than Regent for providing the
protections afforded to clients of SPARK or for providing advice in connection
with the matters referred to in this Announcement. Neither SPARK nor any of
its affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of SPARK in connection with this
Announcement, any statement contained herein, the Acquisition or otherwise. No
representation or warranty, express or implied, is made by SPARK as to the
contents of this Announcement.

Inside Information

This Announcement contains inside information as stipulated under the Market
Abuse Regulation no 596/2014 (incorporated into UK law by virtue of the
European Union (Withdrawal) Act 2018 as amended by virtue of the Market Abuse
(Amendment) (EU Exit) Regulations 2019). Upon the publication of this
Announcement via a Regulatory Information Service, this inside information is
now considered to be in the public domain.

Further information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form any part of any 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, pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of TClarke in any
jurisdiction in contravention of applicable law. The Acquisition will be made
and implemented solely pursuant to the terms of the Scheme Document (or if the
Acquisition is implemented by way of a Takeover Offer, the Offer Document),
which, together with the Forms of Proxy, will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the Acquisition. Any vote 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 the Acquisition is implemented by way of a Takeover Offer, the
Offer Document).

Regent and TClarke will prepare the Scheme Document (or if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document) to be distributed
to (amongst others) TClarke Shareholders. Regent and TClarke urge TClarke
Shareholders to read the Scheme Document (or if the Acquisition is implemented
by way of a Takeover Offer, the Offer Document) when it becomes available
because it will contain important information relating to the Acquisition.

This Announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

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

Overseas Shareholders

This Announcement has been prepared in accordance with, and for the purposes
of complying with, English law, the Code, the Market Abuse Regulation, the
Listing Rules 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 of England.

The release, publication or distribution of this Announcement in, into or from
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements.

The availability of the Acquisition to TClarke Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdiction in which they are located or of which they are a
citizen. Persons who are not resident in the United Kingdom should inform
themselves of, and observe any applicable legal or regulatory requirements of
their jurisdictions. Any person (including, without limitation, nominees,
trustees and custodians) who would, or otherwise intends to, forward this
Announcement, the Scheme Document or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to vote their
TClarke Shares at the Court Meeting or the General Meeting, or to execute and
deliver Forms of Proxy appointing another to vote their TClarke Shares in
respect of the Court Meeting or the General Meeting on their behalf, may be
affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may
constitute a violation of the laws and/or regulations of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility and
liability for the violation of such restrictions by any person. Further
details in relation to Overseas Shareholders will be contained in the Scheme
Document.

Unless otherwise determined by Regent or required by the Code, and permitted
by applicable law and regulation, the Acquisition will not be made, in whole
or in part, directly or indirectly, in or into or from a Restricted
Jurisdiction where to do so would constitute a violation of the relevant laws
or regulations of such jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Copies of this Announcement and
any formal documentation relation to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded, distributed or
sent in or into or from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Acquisition. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and regulation),
the Takeover 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, facsimile, 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 Takeover
Offer may not be capable of acceptance by any such use, means, instrumentality
or facilities.

The Acquisition will be subject to English law and the jurisdiction of the
Court, and the applicable requirements of the Takeover Code, the Takeover
Panel, the FCA, the London Stock Exchange (including pursuant to the Listing
Rules) and the Registrar of Companies.

Notice to US investors in TClarke

The Acquisition relates to the securities of an English company and is
proposed to be effected by means of a scheme of arrangement under English law.
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 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 Securities Exchange Act of 1934, as amended
(the "US Exchange Act"). Accordingly, the Acquisition is subject to the
procedural and disclosure requirements of and practices applicable in the UK
to schemes of arrangement, which differ from the procedural and disclosure
requirements of the United States tender offer and proxy solicitation rules.
However, if Regent elects to implement the Acquisition by way of a Takeover
Offer and determines to extend the offer into the United States, the Takeover
Offer will be made in compliance with applicable United States laws and
regulations, including, without limitation and to the extent applicable, under
section 14(e) of the US Exchange Act and Regulation 14E thereunder, as well as
the US Securities Act of 1933, as amended.

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 International Financial Reporting Standards or other reporting
standards or accounting practice which may not be comparable to financial
statements of companies in the United States or other companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.

The receipt of cash by a US holder of TClarke Shares as consideration for the
transfer of its Scheme Shares pursuant to the Scheme may 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
TClarke Shareholder (including US holders) is urged to consult its independent
professional adviser immediately regarding the tax consequences of the
Acquisition applicable to them.

It may be difficult for US holders of TClarke Shares to enforce their rights
and claims arising out of the US federal securities laws, since Regent and
TClarke are located in countries other than the United States, and some of
their officers and directors may be residents of countries other than the
United States. US holders of TClarke Shares may have difficulty effecting
service of process within the United States upon those persons or recovering
against judgments of US courts, including judgments based upon the civil
liability provisions of the US federal securities laws. US holders of TClarke
Shares may not be able to sue a non-US company or its officers or directors in
a non-US court for violations of US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.

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

This Announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in the United States.

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

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by TClarke and Regent may contain certain statements
which are, or may be deemed to be, "forward-looking statements". These
forward-looking statements are prospective in nature and are not based
historical facts, but rather on current expectations and projections of the
management of TClarke and/or Regent (as the case may be) about future events,
and are therefore subject to risks and uncertainties which could cause actual
results to differ materially from the future results expressed or implied by
the forward-looking statements.

These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "will", "may", "should", "would", "could"
or other words or terms of similar meaning or the negative thereof.

These statements are based on assumptions and assessments made by Regent
and/or TClarke in light of their experience and their perception of historical
trends, current conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve known and
unknown risk and uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors described in the
context of such forward-looking statements in this Announcement could cause
actual results, performance or developments to differ materially from those
expressed in or implied by such forward-looking statements. The factors that
could cause actual results to differ materially from those described in the
forward-looking statements, include, but are not limited to: the ability to
complete the Acquisition, the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other Conditions on the proposed
terms, changes in the global, political, economic, business or competitive
environments and in market and regulatory forces, changes in financial
regulatory matters, changes in future exchange and interest rates, changes in
tax rates and future business combinations or dispositions. Although it is
believed that the expectations reflected in such forward-looking statements
are reasonable, no assurance can be given that such expectations will prove to
have been correct and you are therefore cautioned not to place undue reliance
on these forward-looking statements which speak only as at the date of this
Announcement. Neither Regent nor TClarke assumes any obligation to update or
correct the information contained in this Announcement (whether as a result of
new information, future events or otherwise), except as required by applicable
law. All subsequent oral or written forward-looking statements attributable to
Regent or TClarke or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statement above. Should one or more of
these risks or uncertainties materialise, or should underlying assumptions
prove incorrect, actual results may vary materially from those described in
this Announcement. Other than in accordance with their legal or regulatory
obligations, neither Regent nor TClarke assume any obligation to update
publicly or revise forward-looking or other statements contained in this
Announcement, whether as a result of new information, future events or
otherwise, except to the extent legally required.

No profit forecasts or estimates

No statement in this Announcement is intended to constitute a profit forecast,
profit estimate or quantified benefits statement for any period and no
statement in this Announcement should be interpreted to mean that the earnings
or earnings per share for TClarke for the current or future financial years
would necessarily match or exceed the historical published earnings or
earnings per share for TClarke.

Right to switch to a Takeover Offer

Regent reserves the right to elect to implement the Acquisition by way of a
Takeover Offer for the entire issued and to be issued share capital of TClarke
not already held by a member of the Wider Regent Group as an alternative to
the Scheme (subject to the Takeover Panel's consent and the terms of the
Co-operation Agreement). In such an event, the Takeover Offer will be
implemented on substantially the same terms, so far as applicable, as those
which would apply to the Scheme.

If the Acquisition is effected by way of Takeover Offer, and such Takeover
Offer becomes or is declared unconditional and sufficient acceptances are
received, Regent intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the
remaining TClarke Shares in respect of which the Takeover Offer has not been
accepted.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this Announcement and the
documents required to be published under Rule 26 of the Code, will be made
available (subject to certain restrictions relating to persons resident in
Restricted Jurisdictions), free of charge, on TClarke's website at:
www.tclarke.co.uk/investors
(https://gbr01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.tclarke.co.uk%2Finvestors&data=05%7C02%7CEdward.Robson%40simmons-simmons.com%7C33bb81dc7dcb46e569aa08dc5d746370%7C9c0035ef4799443f8b14c5d60303e8cd%7C0%7C0%7C638488001693888928%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=uveN%2F3IYyKGPDYIEIBv8LfWxDw0%2B58c%2BVFlP38HZ8zA%3D&reserved=0)
and on Regent's website at https://www.regentacquisitions.co.uk
(https://www.regentacquisitions.co.uk) by no later than 12:00 noon on the
Business Day following the date of this Announcement. For the avoidance of
doubt, neither the contents of these websites nor the content of any other
website accessible from hyperlinks on such websites is incorporated into, or
forms part of, this Announcement.

Requesting hard copies

In accordance with Rule 30.3 of the Code, TClarke Shareholders, persons with
information rights and participants in the TClarke Share Plans may request a
hard copy of this Announcement, free of charge, by contacting TClarke's
registrar, Link Group on 0371 664 0321 or by submitting a request in writing
to Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls are
charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9:00 a.m. to 5:30 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that Link Group
cannot provide any financial, legal or tax advice and calls may be recorded
and monitored for security and training purposes.

For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested. In accordance with Rule 30.3 of the Code, a person so
entitled may also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition should be in
hard copy form.

Electronic communications - information for TClarke Shareholders

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

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.

Dealing and Opening Position Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3:30 p.m. (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 Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (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.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

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

Independent advice

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.

Rule 2.9 of the Code

For the purposes of Rule 2.9 of the Code, TClarke confirms that, as at 15
April 2024 (being the last Business Day prior to the date of this
Announcement), it had in issue 52,850,780 ordinary shares of 10 pence each. No
shares are held in treasury. The ISIN for the ordinary shares is GB0002015021.

 

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

16 April 2024

RECOMMENDED CASH ACQUISITION

OF

TCLARKE PLC

BY

REGENT ACQUISITIONS LIMITED

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Introduction

The boards of directors of Regent and TClarke are pleased to announce that
they have reached agreement on the terms and conditions of a recommended cash
offer by Regent for the entire issued and to be issued share capital of
TClarke not already held by any member of the Wider Regent Group (the
"Acquisition").

It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
(although Regent reserves the right to effect the Acquisition by way of a
Takeover Offer, subject to the consent of the Takeover Panel and the terms of
the Co-operation Agreement).

The Acquisition

Under the terms of the Acquisition, each TClarke Shareholder (other than any
member of the Wider Regent Group) will be entitled to receive:

for each TClarke Share:

160 pence in cash (the "Consideration")

and

a final dividend of 4.525 pence for TClarke's financial year ended 31 December
2023 (the "Permitted Dividend")

TClarke announced the Permitted Dividend on 15 March 2024 and TClarke
Shareholders on TClarke's register of members at the relevant record date will
be entitled to receive and retain the Permitted Dividend regardless of whether
the Acquisition becomes Effective (and without any reduction to the
Consideration if the Acquisition does become Effective). Subject to approval
at the TClarke AGM, the Permitted Dividend is due to be paid on 7 June 2024
(earlier than the previously announced payment date of 14 June 2024 (as
separately announced by TClarke today)).

The Consideration values the entire issued and to be issued share capital of
TClarke at approximately £90.56 million.

The Consideration represents a premium of approximately:

·        28.00 per cent. to the Closing Price of 125.00 pence per
TClarke Share on 15 April 2024 (being the last Business Day before the
commencement of the Offer Period);

·        27.22 per cent. to the Volume Weighted Average Price of
125.77 pence per TClarke Share during the three-month period ended 15 April
2024 (being the last Business Day before the commencement of the Offer
Period);

·        27.81 per cent. to the Volume Weighted Average Price of
125.18 pence per TClarke Share during the six-month period ended 15 April 2024
(being the last Business Day before the commencement of the Offer Period); and

·        31.1 per cent. to the placing price of 122 pence per TClarke
Share, the price at which TClarke's secondary fundraising, announced on 6 July
2023, was completed.

Except for the Permitted Dividend, if on or after the date of this
Announcement and before the Effective Date, any dividend, distribution or
other return of capital is announced, declared, made or paid or becomes
payable in respect of TClarke Shares, Regent reserves the right to reduce the
Consideration that would be payable for the TClarke Shares pursuant to the
Acquisition by an amount up to the amount of such dividend and/or distribution
and/or other return of capital, in which case any reference in this
Announcement to the Consideration will be deemed to be a reference to the
consideration as so reduced. In such circumstances, TClarke Shareholders would
be entitled to retain any such dividend, distribution or other return of
capital to which they are entitled.

The TClarke Shares will be acquired by Regent with full title guarantee, fully
paid and free from all liens, equitable interests, charges, encumbrances,
rights of pre-emption and any other third party rights or interests whatsoever
and together with all rights existing at the date of this Announcement or
thereafter attaching thereto, including (without limitation) the right to
receive and retain, in full, all dividends and other distributions (if any)
declared, made or paid or any other return of capital (whether by way of
reduction of share capital or share premium account or otherwise) made on or
after the Effective Date in respect of the TClarke Shares, save for the
Permitted Dividend.

Recommendation

The TClarke Directors, who have been so advised by Cavendish as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice to the TClarke Directors,
Cavendish has taken into account the commercial assessments of the TClarke
Directors. Cavendish is providing independent financial advice to the TClarke
Directors for the purposes of Rule 3 of the Code.

Accordingly, the TClarke Directors intend to recommend unanimously that
TClarke Shareholders vote or procure votes in favour of the Scheme at the
Court Meeting and the Resolutions to be proposed at the General Meeting (or,
subject to the consent of the Takeover Panel and the terms of the Co-operation
Agreement, if Regent exercises its right to implement the Acquisition by way
of a Takeover Offer, to accept or procure acceptance of such offer), as the
TClarke Directors who hold TClarke Shares have irrevocably undertaken to do,
or procure to be done, in respect of their own beneficial holdings (and the
beneficial holdings of their close relatives and related trusts), being, in
aggregate, 1,781,649 TClarke Shares (representing approximately 3.37 per cent.
of the existing issued ordinary share capital of TClarke as at 15 April 2024
(being the last Business Day prior to the date of this Announcement)).

Further details of these irrevocable undertakings are set out below and in
‎Appendix 3 to this Announcement.

Background to and reasons for the Recommendation

The TClarke Directors believe that TClarke's recognised and strong brand,
built upon through a reputation for high quality engineering, reliability and
on time delivery, stands as the basis for TClarke's continued sustainable
growth. The TClarke Directors remain confident in both TClarke's ability to
succeed as an independent business and the further opportunities for growth in
the UK.

Notwithstanding the opportunities to accelerate this growth, the TClarke
Directors are conscious of the need to balance this against the uncertainties
and risks that exist for the business in the short and medium term. TClarke is
not immune to the highly unstable national and international political outlook
together with a volatile economic backdrop, all of which have impacted UK
economic conditions and UK consumer confidence as well as having led to
significant inflation in certain input costs.

In addition, the TClarke Directors realise that the TClarke Shares have
consistently traded at a discounted valuation multiple to its core peers in
the public markets. Further, the TClarke Directors recognise that the market
for the TClarke Shares is relatively illiquid, making it challenging for
TClarke Shareholders to monetise their holdings in TClarke should they so
wish.

The TClarke Directors also believe that, in light of the opportunities, risks
and historical trading of the TClarke share price, the offer from Regent of
160 pence per TClarke Share in cash presents an opportunity for TClarke
Shareholders to accelerate the crystallisation of a certain value from their
investment at an attractive premium, de-risks the return of value and allows
full liquidity of their investment in TClarke.

The Acquisition provides an opportunity for TClarke Shareholders to achieve an
attractive premium to the current share price. The Consideration represents a
premium of approximately:

·        28.00 per cent. to the Closing Price of 125.00 pence per
TClarke Share on 15 April 2024 (being the last Business Day before the
commencement of the Offer Period);

·        27.22 per cent. to the Volume Weighted Average Price of
125.77 pence per TClarke Share during the three-month period ended 15 April
2024 (being the last Business Day before the commencement of the Offer
Period);

·        27.81 per cent. to the Volume Weighted Average Price of
125.18 pence per TClarke Share during the six-month period ended 15 April 2024
(being the last Business Day before the commencement of the Offer Period); and

·        31.1 per cent. to the placing price of 122 pence per TClarke
Share, the price at which TClarke's secondary fundraising, announced on 6 July
2023, was completed.

The Consideration values TClarke's entire issued and to be issued share
capital at approximately £90.56 million on a fully diluted basis, and implies
a multiple of approximately 11.64 times TClarke's EPS for the twelve months
ended 31 December 2023.

In addition to the financial terms of the Acquisition, in considering the
intention to recommend the Acquisition, the TClarke Directors have also given
due consideration to the assurances given by Regent as to its intentions with
respect to the future operation of the business, including Regent's intentions
to seek to continue growing the business in the UK, and the importance placed
by Regent on the existing employees of TClarke.

The TClarke Directors, who have been so advised by Cavendish as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice, Cavendish has taken into
account the commercial assessments of the TClarke Directors. Cavendish is
providing independent financial advice to the TClarke Directors for the
purposes of Rule 3 of the Code.

Accordingly, the TClarke Directors intend to recommend unanimously that
TClarke Shareholders vote or procure votes in favour of the Scheme at the
Court Meeting and the Resolutions to be proposed at the General Meeting (or,
subject to the consent of the Takeover Panel and the terms of the Co-operation
Agreement, if Regent exercises its right to implement the Acquisition by way
of a Takeover Offer, to accept or procure acceptance of such offer), as the
TClarke Directors who hold TClarke Shares have irrevocably undertaken to do,
or procure to be done, in respect of their own beneficial holdings (and the
beneficial holdings of their close relatives and related trusts), being, in
aggregate, 1,781,649 TClarke Shares (representing approximately 3.37 per cent.
of the existing issued ordinary share capital of TClarke as at 15 April 2024
(being the last Business Day prior to the date of this Announcement)).

Background to and reasons for the Acquisition

The original business of the TClarke Group was founded in 1889 and provided
'wires encased in fire-proof materials' that enabled the electrification for
royal palaces including Windsor Castle and St James' Palace. Since then it has
developed its product offering across a range of services and sectors to
include modern methods of construction, smart buildings and alternative energy
solutions. It is now viewed nationally as the contractor of choice for
building services across the UK and has a demonstrable track record of
delivering growth. This is testament to the leadership of the TClarke Board,
the Executives of which will continue to lead TClarke following the
Acquisition.

Regent has long admired TClarke's reputation, heritage and its talented pool
of employees. Regent knows TClarke well and has closely followed it since it
first acquired shares in May 2018. The Acquisition follows Regent's strategy
to focus on areas of structural growth where it aims to obtain a greater
presence in attractive segments such as those operated in by TClarke.

Information relating to Regent and the Wider Regent Group

The Wider Regent Group, which was established in 1995, is a leading supplier
of gas and metering services to industrial and commercial customers in the UK.
The Wider Regent Group provides services to large consumers of gas across a
range of sectors including, leisure, care homes, manufacturing, food
production and retail.

Regent is a company registered in England and has been incorporated since 5
April 2018. It is wholly-owned by Deep Valecha.

Information relating to TClarke

TClarke was incorporated in England and Wales on 23 December 1911 as a public
company limited by shares with the name TClarke Public Limited Company and
with registered number 00119351. Its ordinary shares were admitted to the
Official List and to trading on the Main Market of the London Stock Exchange
on 8 September 1949.

TClarke remains at the forefront of building services. Innovation and
expertise are employed in the design, installation, integration and
maintenance of the mechanical and electrical systems and technologies that a
21st century building needs for control, performance and sustainability.
TClarke currently operates from nineteen locations serving the whole of the UK
and employs a strategy of pursuing organic growth through five core market
sectors, including engineering services, technology, infrastructure,
residential and hotels, and facilities management.

TClarke's services encompass the full project lifecycle, from initial design
and planning through to installation, commissioning, and ongoing maintenance.
With a focus on safety, quality, and reliability, TClarke has completed
numerous landmark projects, ranging from iconic skyscrapers and mixed-use
developments to critical infrastructure upgrades and renovation projects.
TClarke's skilled workforce, technical capabilities, and collaborative
approach have made it a trusted partner for delivering complex building
services solutions.

In its latest financial year to 31 December 2023, TClarke reported unaudited
total revenue of £491 million (2022: £426 million) and a profit after
taxation of £6.5 million (2022: £8.4 million).

Further financial and other information on TClarke will be set out in the
Scheme Document.

TClarke's issued share capital comprises 52,850,780 ordinary shares which,
based on the Closing Price of a TClarke Share of 125.00 pence on 15 April 2024
(being the last Business Day prior to the date of this Announcement), equates
to a market capitalisation of approximately £66.06 million.

Strategic plans with regard to the business, directors, management, employees, pensions and locations of the TClarke Group

As set out in paragraph ‎5 above, Regent has long admired TClarke's
reputation, heritage and its talented pool of employees, and believes that the
experienced management team has a clear vision and growth strategy for the
future direction of TClarke. However, Regent believes that to fully deliver on
this potential, now is the optimal time for TClarke to re-enter private
ownership.

Prior to the date of this Announcement, as is customary, Regent has been
granted access to TClarke's senior management team for the purpose of
undertaking confirmatory due diligence.

Research and development

TClarke has no dedicated research and development function.

Employees and management

Regent attaches great importance to the skills and experience of TClarke's
employees, including its management team. Regent confirms that, following the
Scheme becoming Effective, the existing contractual and statutory employment
rights of TClarke's management and employees will be fully safeguarded in
accordance with applicable law.

Following the Scheme becoming Effective, Regent does not intend to make any
headcount reductions as a result of the Acquisition. Regent does not intend to
make any material change in the balance of skills and functions of the
employees and management of the TClarke Group as a result of the Acquisition,
but will support the Executives in their continuous review of their operations
of the TClarke Group to ensure efficiency in the ordinary course of business.

Following completion of the Acquisition, it is intended that TClarke will
continue to be led by its existing Executives. It is further intended that
Deep Valecha, CEO of Regent, will join the TClarke Board as a non-executive
director. The current Non-Executive Directors will cease to be directors of
TClarke with effect from the Scheme becoming Effective.

Existing rights and pensions

Regent does not currently intend to make any changes to the eligibility rules
or contribution rates that currently apply under TClarke's defined
contribution pension plans and intends to comply with all applicable law in
this regard. TClarke does operate a defined benefit pension scheme which is
closed to new members but remains open to future accrual for a small number of
employees (the "DB Scheme"). Regent's intention is for employer contributions
to the DB Scheme and current arrangements for the accrual of benefits to
continue in line with current requirements, and it intends to work
constructively with the trustees of the DB Scheme going forward.

Incentive arrangements

Regent believes that the ongoing incentivisation of senior management of the
TClarke Group is very important to its future success. However, Regent has not
entered into, has not had discussions on proposals to enter into, any form of
incentivisation arrangements with members of TClarke's management and will not
do so prior to the Scheme becoming Effective. Regent intends to put in place
incentive arrangements for certain members of the TClarke management team
following the Effective Date.

Headquarters, locations, fixed assets

Regent has no intention of closing any of TClarke's existing offices. Regent
has no intentions to redeploy the fixed assets of TClarke at this time.

Trading Facilities

TClarke Shares are currently admitted to trading on the Main Market of the
London Stock Exchange. As set out in paragraph ‎14, an application will be
made to the London Stock Exchange to cancel the admission to trading of the
TClarke Shares on the Main Market on or shortly after the Effective Date.
Regent intends to re-register TClarke as a private company after the Effective
Date.

Intentions for the Future of Regent

There will be no changes to Regent's employees and management, including no
material changes in the conditions or balance of skills and functions of
Regent Acquisitions Limited.

There will be no changes to Regent's strategic plans (other than as set out in
paragraph ‎5 above). There will be no likely repercussions on employment,
places of business and headquarters / headquarter functions.

Statements

No statements in this paragraph ‎8 constitute "post-offer undertakings" for
the purposes of Rule 19.5 of the Takeover Code.

Financing of the Acquisition

The Consideration payable by Regent pursuant to the Acquisition will be funded
from existing cash resources available to Regent Gas Holdings Limited ("RGHL")
and Regent Gas Limited ("RGL") and transferred to Regent pursuant to
inter-company loans between RGHL and RGL, and RGHL and Regent. SPARK, in its
capacity as financial adviser to Regent, is satisfied that sufficient
resources are available to Regent to satisfy in full the Consideration payable
to TClarke Shareholders pursuant to the terms of the Acquisition.

Offer-related arrangements

Confidentiality Agreement

Regent and TClarke entered into a confidentiality agreement dated 15 March
2024 (the "Confidentiality Agreement") pursuant to which Regent has undertaken
to: (a) keep confidential information relating to, inter alia, the Acquisition
and TClarke and not to disclose it to third parties (other than to certain
permitted parties), unless required by law or regulation; and (b) use the
confidential information only in connection with evaluation of the
Acquisition, unless required by law or regulation. These confidentiality
obligations shall remain in force for a period of one year from the date of
the Confidentiality Agreement.

The Confidentiality Agreement also includes customary non-solicitation
obligations on Regent, subject to customary carve-outs, for a period of 12
months from the date of the Confidentiality Agreement and a standstill
provision in favour of TClarke which ceases to apply upon release of this
Announcement.

Co-operation Agreement

Pursuant to a co-operation agreement dated 16 April 2024 (the "Co-operation
Agreement"): (a) TClarke has agreed to co-operate with Regent to assist with
the obtaining of regulatory clearances and the making of all filings as may be
necessary, from or under the law, regulations or practices applied by any
applicable regulatory authority in connection with the Acquisition; (b) Regent
has agreed to provide TClarke with certain information for the purposes of the
Scheme Document and to otherwise assist with the preparation of the Scheme
Document; (c) Regent has agreed to certain provisions if the Scheme should
switch to a Takeover Offer; and (d) Regent and TClarke have agreed to certain
arrangements in respect of the TClarke Share Plans.

The Co-operation Agreement will terminate, amongst other things:

a)    if the Acquisition is withdrawn or lapses;

b)    if, prior to the Long Stop Date, any Condition, which has not been
waived, becomes incapable of satisfaction;

c)    at Regent's election if:

·      the TClarke Directors withdraw, adversely modify or adversely
qualify their recommendation of the Acquisition;

·      the TClarke Directors recommend a competing proposal or one is
effected;

·      the Scheme Document is not posted within 28 days of this
Announcement (other than in circumstances caused by an unavoidable delay); or

·      a Condition is invoked by Regent prior to the Long Stop Date;

d)    if the Scheme does not become Effective in accordance with its terms
by the Long Stop Date; or

e)    otherwise as agreed in writing between Regent and TClarke.

Disclosure of interests in TClarke

As at the close of business on 15 April 2024, being the last Business Day
prior to the date of this Announcement, save for the irrevocable undertakings
referred to in paragraph ‎4 above and the Excluded Shares, neither Regent
nor, so far as Regent is aware, any person acting, or deemed to be acting, in
concert with Regent:

a)    has an interest in, or right to subscribe for, relevant securities of
TClarke;

b)    has any short position in respect of relevant securities of TClarke
(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;

c)    has borrowed or lent any relevant securities of TClarke or entered
into any financial collateral arrangements relating to relevant securities of
TClarke; or

d)    is a party to any dealing arrangement of the kind referred to in Note
11 on the definition of acting in concert in the Code in relation to relevant
securities of TClarke.

An "interest in" securities for these purposes arises, in summary, when a
person has long economic exposure, whether absolute or conditional, to changes
in the price of securities (and a person who only has a short position in
securities is not treated as interested in those securities). In particular, a
person will be treated as having an 'interest' by virtue of the ownership,
voting rights or control of securities, or by virtue of any agreement to
purchase, option in respect of, or derivative referenced to securities.

The Scheme

It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
(although Regent reserves the right to effect the Acquisition by way of a
Takeover Offer, subject to the consent of the Takeover Panel and the terms of
the Co-operation Agreement).

The purpose of the Scheme is to provide for Regent to become the owner of the
entire issued and to be issued share capital of TClarke (other than the
Excluded Shares). Under the Scheme, the Acquisition is to be achieved by the
transfer of the Scheme Shares held by Scheme Shareholders to Regent in
consideration for which the Scheme Shareholders will receive the
Consideration.

The Acquisition will be subject to the Conditions and further terms and
conditions referred to in ‎Appendix 1 to this Announcement and to be set out
in the Scheme Document. Subject, amongst other things, to the satisfaction
(or, where applicable, waiver) of the Conditions, the Scheme will only become
Effective if, amongst other things, the following events occur on or before
the Long Stop Date:

a)    the approval by a majority in number of the Scheme Shareholders,
present and voting (and entitled to vote) at the Court Meeting, whether in
person or by proxy, representing 75 per cent. or more in value of the Scheme
Shares held by those Scheme Shareholders; and

b)    the approval of the Resolutions at the General Meeting by TClarke
Shareholders by the requisite majorities (it is intended that the General
Meeting will be held directly after the Court Meeting);

c)    certain regulatory approvals as described in ‎Appendix 1 to this
Announcement (including from the Secretary of State pursuant to the NSI Act)
are obtained or waived, as applicable;

d)    following the Meetings, the Scheme is sanctioned by the Court (with
or without modification, and, if with modification, on terms agreed by Regent
and TClarke); and

e)    following such sanction, a copy of the Court Order is delivered to
the Registrar of Companies.

Upon the Scheme becoming Effective, it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Meetings (and if they attended and voted, whether or not they voted in favour
of the Scheme) and the Consideration will be despatched by Regent to Scheme
Shareholders no later than 14 days after the Effective Date. In addition,
share certificates in respect of TClarke Shares will cease to be valid and
entitlements to TClarke Shares held within the CREST system will be cancelled.

The Scheme Document will include full details of the Scheme, together with the
notices convening the Court Meeting and the General Meeting. The Scheme
Document will also contain the expected timetable for the Acquisition, and
will specify the actions to be taken by TClarke Shareholders.

Subject to restrictions in respect of Restricted Jurisdictions, the Scheme
Document, along with the notices of the Court Meeting and the General Meeting
and the Forms of Proxy will be sent to TClarke Shareholders and, for
information only, to persons with information rights and holders of options
and/or awards granted under the TClarke Share Plans, as soon as reasonably
practicable, and in any event (save with the consent of the Takeover Panel)
within 28 days of the date of this Announcement.

At this stage, subject to the satisfaction or, if applicable, waiver of the
Conditions and certain further terms set out in ‎Appendix 1 to this
Announcement, the Scheme is expected to become Effective at the end of the
second quarter or early in the third quarter of 2024. If the Scheme does not
become Effective on or before the Long Stop Date (or such later date as Regent
and TClarke may, with the consent of the Takeover Panel and, if required, the
Court, agree) it will lapse and the Acquisition will not proceed (unless
Regent and TClarke otherwise agree and the Takeover Panel otherwise consents).

As set out in further detail in the Condition in paragraph ‎2 of ‎Appendix
1 to this Announcement, the Scheme will also lapse if, amongst other things,
any of the Court Meeting, the General Meeting and/or the Sanction Hearing is
not held on or before the 22nd day after the expected date of such meetings to
be set out in the Scheme Document in due course (or such later date as may be:
(i) agreed between Regent and TClarke; or (ii) (in a competitive situation)
specified by Regent with the consent of the Takeover Panel, and in either case
(if required) as the Court may allow).

Any TClarke Shares issued before the Scheme Record Time which remain in issue
at the Scheme Record Time will be subject to the terms of the Scheme. The
Resolutions to be proposed at the General Meeting will, amongst other things,
provide that TClarke's articles of association be amended to incorporate
provisions requiring, among other things and subject to the Scheme becoming
Effective, any TClarke Shares issued or transferred after the Scheme Record
Time (other than to Regent and/or its nominees) to be automatically
transferred to Regent (or as Regent may direct) on the same terms as the
Acquisition (other than terms as to timings and formalities). The provisions
of TClarke's articles of association (as amended) will avoid any person (other
than Regent, its nominees and any person to whom Regent may direct the
transfer of TClarke Shares after the Effective Date) holding and retaining
TClarke Shares after the Effective Date.

Regent reserves the right to elect to implement the Acquisition by way of a
Takeover Offer for the entire issued and to be issued share capital of TClarke
not already held by a member of the Wider Regent Group as an alternative to
the Scheme (subject to the Takeover Panel's consent and the terms of the
Co-operation Agreement). In such an event, the Takeover Offer will be
implemented on substantially the same terms, so far as applicable, as those
which would apply to the Scheme, subject to appropriate amendments to reflect,
among other things, the change in method of effecting the Acquisition
(including, without limitation: (i) the inclusion of an acceptance condition
set at 90 per cent. of the TClarke Shares to which such Takeover Offer relates
(or such other percentage as Regent may, subject to the rules of the Takeover
Code and the terms of the Co-operation Agreement and with the consent of the
Takeover Panel, decide); and (ii) those required under applicable law,
including US securities law, or any amendments necessary to reflect the
Takeover Code). Further, if sufficient acceptances of such Takeover Offer are
received and/or sufficient TClarke Shares are otherwise acquired, it is the
intention of Regent to apply the provisions of the Companies Act to acquire
compulsorily any outstanding TClarke Shares to which such offer relates.

The Scheme will be governed by English law. The Scheme will be subject to the
applicable requirements of the Code, the Takeover Panel, the Listing Rules,
the London Stock Exchange and the FCA.

TClarke's Share Plans

Participants in the TClarke Share Plans will be contacted regarding the effect
of the Acquisition on their rights under the TClarke Share Plans and, where
relevant, an appropriate proposal will be made to such participants pursuant
to Rule 15 of the Code in due course. Further details of the impact of the
Acquisition on the TClarke Share Plans will be set out in the Scheme Document
and in separate letters to be sent to participants in the TClarke Share Plans.

De-listing and re-registration

Prior to the Scheme becoming Effective, it is intended that an application
will be made to the FCA and the London Stock Exchange to, subject to the
Acquisition becoming Effective, cancel the listing of TClarke Shares on the
Official List and the trading of TClarke Shares on the London Stock Exchange
respectively, with effect from or shortly following the Effective Date.

The last day of dealings in, and registration of transfers of, TClarke Shares
on the London Stock Exchange is expected to be the Business Day immediately
prior to the Effective Date and no transfers will be registered after 6.00
p.m. on that date.

Upon the Scheme becoming Effective, share certificates in respect of the
TClarke Shares will cease to be valid and should be destroyed. In addition,
entitlements to TClarke Shares held within the CREST system will be cancelled
on the Effective Date.

As soon as practicable after the Effective Date, it is intended that TClarke
will be re-registered as a private limited company under the relevant
provisions of the Companies Act.

Consents

SPARK and Cavendish have each given and not withdrawn their consent to the
publication of this Announcement with the inclusion herein of the references
to their names in the form and content in which they appear.

Documents on display

Copies of this Announcement and the following documents will, by no later than
12 noon on the Business Day following the date of this Announcement, be made
available on TClarke's website at www.tclarke.co.uk/investors
(https://gbr01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.tclarke.co.uk%2Finvestors&data=05%7C02%7CEdward.Robson%40simmons-simmons.com%7C33bb81dc7dcb46e569aa08dc5d746370%7C9c0035ef4799443f8b14c5d60303e8cd%7C0%7C0%7C638488001693888928%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=uveN%2F3IYyKGPDYIEIBv8LfWxDw0%2B58c%2BVFlP38HZ8zA%3D&reserved=0)
and on Regent's website https://www.regentacquisitions.co.uk
(https://www.regentacquisitions.co.uk) until the end of the Offer Period:

·       this Announcement;

·       the irrevocable undertakings described in ‎Appendix 3 to this
Announcement;

·       the Confidentiality Agreement;

·       the Co-operation Agreement;

·       the intra-group loan agreements between members of the Wider
Regent Group in connection with the Acquisition referred to in paragraph ‎9;
and

·       the consent letters referred to in paragraph ‎15.

None of the contents of any website referred to in this Announcement, or the
content of any other website accessible from hyperlinks on any such website,
is incorporated into or forms part of, this Announcement.

General

The Acquisition will be made on the terms and subject to the Conditions set
out in ‎Appendix 1 to this Announcement, and to the full terms and
conditions which will be set out in the Scheme Document. Subject to
restrictions in respect of Restricted Jurisdictions, the Scheme Document
including the notices of the Court Meeting and the General Meeting and along
with the Forms of Proxy will be sent to TClarke Shareholders and, for
information only, to persons with information rights and holders of options
and/or awards granted under the TClarke Share Plans, as soon as reasonably
practicable, and in any event (save with the consent of the Takeover Panel)
within 28 days of the date of this Announcement.

In deciding whether or not to vote or procure votes in favour of the Scheme at
the Court Meeting and the Resolutions to be proposed at the General Meeting,
TClarke Shareholders should rely on the information contained, and follow the
procedures described, in the Scheme Document.

‎Appendix 2 contains details of sources of information and bases of
calculation contained in this Announcement. ‎Appendix 3 contains certain
details relating to the irrevocable undertakings referred to in this
Announcement. ‎Appendix 4 contains definitions of certain terms used in this
Announcement.

This Announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.

The implications of the Acquisition for persons resident in, or citizens of,
jurisdictions outside the United Kingdom may be affected by the laws of the
relevant jurisdictions. Such persons should inform themselves about and
observe any applicable requirements.

Enquiries:

 TClarke plc                                                                  +44 (0) 20 7997 7400

 Iain McCusker, Non Executive Chairman

Mark Lawrence, Group Chief Executive Officer

Trevor Mitchell, Chief Financial Officer
 Cavendish Capital Markets Limited (Rule 3 Independent Financial Adviser and  +44 (0) 20 7220 0500
 Corporate Broker to TClarke)

 Ben Jeynes

Henrik Persson

Hamish Waller
 RMS Partners (PR adviser to TClarke)                                         +44 (0) 20 3735 6551

 Simon Courtenay
 Regent Acquisitions Limited                                                  +44 (0) 20 8896 6000

 Deep Valecha
 SPARK Advisory Partners Limited (Financial Adviser to Regent)                +44 (0) 20 3368 3550

 Matt Davis

James Keeshan

 Adam Dawes

Simmons & Simmons LLP is acting as legal adviser to Regent. Pinsent Masons
LLP is acting as legal adviser to TClarke.

Important Notices

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial adviser to
TClarke and no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than TClarke for
providing the protections offered to clients of Cavendish or for providing
advice in connection with any matter referred to in this Announcement. Neither
Cavendish nor any of its affiliates (nor their respective directors, officers,
employees or agents) owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Cavendish in
connection with this Announcement, any statement contained herein, the
Acquisition or otherwise. No representation or warranty, express or implied,
is made by Cavendish as to the contents of this Announcement.

SPARK Advisory Partners Limited ("SPARK"), which is authorised and regulated
in the United Kingdom by the FCA, is acting as financial adviser to Regent and
no-one else in connection with the matters described in this Announcement and
will not be responsible to anyone other than Regent for providing the
protections afforded to clients of SPARK or for providing advice in connection
with the matters referred to in this Announcement. Neither SPARK nor any of
its affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of SPARK in connection with this
Announcement, any statement contained herein, the Acquisition or otherwise. No
representation or warranty, express or implied, is made by SPARK as to the
contents of this Announcement.

Inside Information

This Announcement contains inside information as stipulated under the Market
Abuse Regulation no 596/2014 (incorporated into UK law by virtue of the
European Union (Withdrawal) Act 2018 as amended by virtue of the Market Abuse
(Amendment) (EU Exit) Regulations 2019). Upon the publication of this
Announcement via a Regulatory Information Service, this inside information is
now considered to be in the public domain.

Further information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form any part of any 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, pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of TClarke in any
jurisdiction in contravention of applicable law. The Acquisition will be made
and implemented solely pursuant to the terms of the Scheme Document (or if the
Acquisition is implemented by way of a Takeover Offer, the Offer Document),
which, together with the Forms of Proxy, will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the Acquisition. Any vote 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 the Acquisition is implemented by way of a Takeover Offer, the
Offer Document).

Regent and TClarke will prepare the Scheme Document (or if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document) to be distributed
to (amongst others) TClarke Shareholders. Regent and TClarke urge TClarke
Shareholders to read the Scheme Document (or if the Acquisition is implemented
by way of a Takeover Offer, the Offer Document) when it becomes available
because it will contain important information relating to the Acquisition.

This Announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

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

Overseas Shareholders

This Announcement has been prepared in accordance with, and for the purposes
of complying with, English law, the Code, the Market Abuse Regulation, the
Listing Rules 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 of England.

The release, publication or distribution of this Announcement in, into or from
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements.

The availability of the Acquisition to TClarke Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdiction in which they are located or of which they are a
citizen. Persons who are not resident in the United Kingdom should inform
themselves of, and observe any applicable legal or regulatory requirements of
their jurisdictions. Any person (including, without limitation, nominees,
trustees and custodians) who would, or otherwise intends to, forward this
Announcement, the Scheme Document or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to vote their
TClarke Shares at the Court Meeting or the General Meeting, or to execute and
deliver Forms of Proxy appointing another to vote their TClarke Shares in
respect of the Court Meeting or the General Meeting on their behalf, may be
affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may
constitute a violation of the laws and/or regulations of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility and
liability for the violation of such restrictions by any person. Further
details in relation to Overseas Shareholders will be contained in the Scheme
Document.

Unless otherwise determined by Regent or required by the Code, and permitted
by applicable law and regulation, the Acquisition will not be made, in whole
or in part, directly or indirectly, in or into or from a Restricted
Jurisdiction where to do so would constitute a violation of the relevant laws
or regulations of such jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Copies of this Announcement and
any formal documentation relation to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded, distributed or
sent in or into or from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Acquisition. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and regulation),
the Takeover 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, facsimile, 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 Takeover
Offer may not be capable of acceptance by any such use, means, instrumentality
or facilities.

The Acquisition will be subject to English law and the jurisdiction of the
Court, and the applicable requirements of the Takeover Code, the Takeover
Panel, the FCA, the London Stock Exchange (including pursuant to the Listing
Rules) and the Registrar of Companies.

Notice to US investors in TClarke

The Acquisition relates to the securities of an English company and is
proposed to be effected by means of a scheme of arrangement under English law.
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 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 Securities Exchange Act of 1934, as amended
(the "US Exchange Act"). Accordingly, the Acquisition is subject to the
procedural and disclosure requirements of and practices applicable in the UK
to schemes of arrangement, which differ from the procedural and disclosure
requirements of the United States tender offer and proxy solicitation rules.
However, if Regent elects to implement the Acquisition by way of a Takeover
Offer and determines to extend the offer into the United States, the Takeover
Offer will be made in compliance with applicable United States laws and
regulations, including, without limitation and to the extent applicable, under
section 14(e) of the US Exchange Act and Regulation 14E thereunder, as well as
the US Securities Act of 1933, as amended.

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 International Financial Reporting Standards or other reporting
standards or accounting practice which may not be comparable to financial
statements of companies in the United States or other companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.

The receipt of cash by a US holder of TClarke Shares as consideration for the
transfer of its Scheme Shares pursuant to the Scheme may 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
TClarke Shareholder (including US holders) is urged to consult its independent
professional adviser immediately regarding the tax consequences of the
Acquisition applicable to them.

It may be difficult for US holders of TClarke Shares to enforce their rights
and claims arising out of the US federal securities laws, since Regent and
TClarke are located in countries other than the United States, and some of
their officers and directors may be residents of countries other than the
United States. US holders of TClarke Shares may have difficulty effecting
service of process within the United States upon those persons or recovering
against judgments of US courts, including judgments based upon the civil
liability provisions of the US federal securities laws. US holders of TClarke
Shares may not be able to sue a non-US company or its officers or directors in
a non-US court for violations of US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.

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

This Announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in the United States.

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

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by TClarke and Regent may contain certain statements
which are, or may be deemed to be, "forward-looking statements". These
forward-looking statements are prospective in nature and are not based
historical facts, but rather on current expectations and projections of the
management of TClarke and/or Regent (as the case may be) about future events,
and are therefore subject to risks and uncertainties which could cause actual
results to differ materially from the future results expressed or implied by
the forward-looking statements.

These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "will", "may", "should", "would", "could"
or other words or terms of similar meaning or the negative thereof.

These statements are based on assumptions and assessments made by Regent
and/or TClarke in light of their experience and their perception of historical
trends, current conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve known and
unknown risk and uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors described in the
context of such forward-looking statements in this Announcement could cause
actual results, performance or developments to differ materially from those
expressed in or implied by such forward-looking statements. The factors that
could cause actual results to differ materially from those described in the
forward-looking statements, include, but are not limited to: the ability to
complete the Acquisition, the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other Conditions on the proposed
terms, changes in the global, political, economic, business or competitive
environments and in market and regulatory forces, changes in financial
regulatory matters, changes in future exchange and interest rates, changes in
tax rates and future business combinations or dispositions. Although it is
believed that the expectations reflected in such forward-looking statements
are reasonable, no assurance can be given that such expectations will prove to
have been correct and you are therefore cautioned not to place undue reliance
on these forward-looking statements which speak only as at the date of this
Announcement. Neither Regent nor TClarke assumes any obligation to update or
correct the information contained in this Announcement (whether as a result of
new information, future events or otherwise), except as required by applicable
law. All subsequent oral or written forward-looking statements attributable to
Regent or TClarke or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statement above. Should one or more of
these risks or uncertainties materialise, or should underlying assumptions
prove incorrect, actual results may vary materially from those described in
this Announcement. Other than in accordance with their legal or regulatory
obligations, neither Regent nor TClarke assume any obligation to update
publicly or revise forward-looking or other statements contained in this
Announcement, whether as a result of new information, future events or
otherwise, except to the extent legally required.

No profit forecasts or estimates

No statement in this Announcement is intended to constitute a profit forecast,
profit estimate or quantified benefits statement for any period and no
statement in this Announcement should be interpreted to mean that the earnings
or earnings per share for TClarke for the current or future financial years
would necessarily match or exceed the historical published earnings or
earnings per share for TClarke.

Right to switch to a Takeover Offer

Regent reserves the right to elect to implement the Acquisition by way of a
Takeover Offer for the entire issued and to be issued share capital of TClarke
not already held by a member of the Wider Regent Group as an alternative to
the Scheme (subject to the Takeover Panel's consent and the terms of the
Co-operation Agreement). In such an event, the Takeover Offer will be
implemented on substantially the same terms, so far as applicable, as those
which would apply to the Scheme.

If the Acquisition is effected by way of Takeover Offer, and such Takeover
Offer becomes or is declared unconditional and sufficient acceptances are
received, Regent intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the
remaining TClarke Shares in respect of which the Takeover Offer has not been
accepted.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this Announcement and the
documents required to be published under Rule 26 of the Code, will be made
available (subject to certain restrictions relating to persons resident in
Restricted Jurisdictions), free of charge, on TClarke's website at
www.tclarke.co.uk/investors (http://www.tclarke.co.uk/investors) and on
Regent's website at https://www.regentacquisitions.co.uk
(https://www.regentacquisitions.co.uk) by no later than 12:00 noon on the
Business Day following the date of this Announcement. For the avoidance of
doubt, neither the contents of these websites nor the content of any other
website accessible from hyperlinks on such websites is incorporated into, or
forms part of, this Announcement.

Requesting hard copies

In accordance with Rule 30.3 of the Code, TClarke Shareholders, persons with
information rights and participants in the TClarke Share Plans may request a
hard copy of this Announcement, free of charge, by contacting TClarke's
registrar, Link Group on 0371 664 0321 or by submitting a request in writing
to Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls are
charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9:00 a.m. to 5:30 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that Link Group
cannot provide any financial, legal or tax advice and calls may be recorded
and monitored for security and training purposes.

For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested. In accordance with Rule 30.3 of the Code, a person so
entitled may also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition should be in
hard copy form.

Electronic communications - information for TClarke Shareholders

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

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.

Dealing and Opening Position Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3:30 p.m. (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 Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (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.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

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

Independent advice

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.

Rule 2.9 of the Code

For the purposes of Rule 2.9 of the Code, TClarke confirms that, as at 15
April 2024 (being the last Business Day prior to the date of this
Announcement), it had in issue 52,850,780 ordinary shares of 10 pence each. No
shares are held in treasury. The ISIN for the ordinary shares is GB0002015021.

 

Appendix 1

Conditions TO AND CERTAIN FURTHER TERMS OF the Acquisition

Part A : Conditions TO the Scheme and the Acquisition

Long Stop Date

The Acquisition will be conditional upon the Scheme becoming unconditional and
becoming Effective, subject to the Code, by no later than 11:59 p.m. on the
Long Stop Date or such later date (if any) as Regent and TClarke may, with the
consent of the Takeover Panel, agree and (if required) the Court may allow.

Scheme approval condition

The Scheme will be conditional upon:

(A)        (i) its approval by a majority in number representing not
less than 75 per cent. in value of the Scheme Shareholders who are on the
register of members of TClarke at the Voting Record Time, present and voting
(and entitled to vote), whether in person or by proxy, at the Court Meeting
(and at any separate class meeting which may be required by the Court or at
any adjournment of such meeting); and (ii) such Court Meeting (and any such
separate class meeting or any adjournment of any such meeting) being held on
or before the 22nd day after the expected date of the Court Meeting to be set
out in the Scheme Document in due course (or such later date, if any, (i) as
Regent and TClarke may agree; or (ii) (in a competitive situation) as may be
specified by Regent with the consent of the Takeover Panel, and in each case
that (if so required) the Court may allow);

(B)        (i) the Resolutions being duly passed by the requisite
majority or majorities at the General Meeting (or any adjournment thereof),
and (ii) such General Meeting (or any adjournment thereof) being held on or
before the 22nd day after the expected date of the General Meeting to be set
out in the Scheme Document in due course (or such later date, if any, (i) as
Regent and TClarke may agree; or (ii) (in a competitive situation) as may be
specified by Regent with the consent of the Takeover Panel, and in each case
that (if so required) the Court may allow);

(C)        (i) the sanction of the Scheme by the Court with or without
modification (but subject to any modification being acceptable to Regent and
TClarke) and (ii) the Sanction Hearing being held on or before the 22nd day
after the expected date of the Sanction Hearing to be set out in the Scheme
Document in due course (or such later date, if any, (i) as Regent and TClarke
may agree; or (ii) (in a competitive situation) as may be specified by Regent
with the consent of the Takeover Panel, and in each case that (if so required)
the Court may allow); and

(D)        delivery of a copy of the Court Order to the Registrar of
Companies for registration.

General conditions

In addition, subject as stated in ‎Part B of this ‎Appendix 1 and to the
requirements of the Takeover Panel, Regent and TClarke have agreed that the
Acquisition will be conditional upon the following Conditions and,
accordingly, the necessary actions to make the Scheme Effective will not be
taken unless the following Conditions (as amended if appropriate) have been
satisfied, or, where relevant waived:

Official authorisations, regulatory clearances and third party clearances

(E)        a notification having been made and accepted under the NSI
Act and one of the following having occurred:

(i)       the Secretary of State confirming before the end of the review
period specified at section 14(9) of the NSI Act that no further action will
be taken in relation to the Acquisition;

(ii)      if the Secretary of State issues a call-in notice in relation
to the Acquisition, the parties receiving a final notification pursuant to
section 26(1)(b) of the NSI Act containing confirmation that the Secretary of
State will take no further action in relation to the call-in notice and the
Acquisition under the NSI Act; or

(iii)     the Secretary of State making a final order pursuant to section
26(1)(a) of the NSI Act in relation to the Acquisition, allowing the
Acquisition to proceed unconditionally or on terms satisfactory to Regent.

(F)        the waiver (or non-exercise within any applicable time
limits) by any central bank, relevant government or governmental,
quasi-governmental, supranational, statutory, regulatory, environmental or
investigative body, court, trade agency, association, institution, works
council, employee representative body, any entity owned or controlled by any
relevant government or state, or any other body or person whatsoever in any
jurisdiction (each a "Third Party") of any termination right, right of
pre-emption, first refusal or similar right (which is material in the context
of the Wider Target Group taken as a whole or in the context of the
Acquisition) arising as a result of or in connection with the Acquisition
including, without limitation, its implementation or the proposed direct or
indirect acquisition of any shares or other securities in, or control or
management of, TClarke by Regent or any member of the Wider Target Group;

(G)        other than in relation to matters referred to in Condition
‎3(A), all necessary filings or applications having been made in connection
with the Acquisition and all statutory or regulatory obligations in any
jurisdiction having been complied with in connection with the Acquisition or
the acquisition by any member of the Wider Regent Group of any shares or other
securities in, or control of, TClarke and all authorisations, orders, grants,
recognitions, determinations, confirmations, consents, licences, clearances,
permissions, exemptions and approvals which are necessary for or in respect of
the Acquisition including, without limitation, its implementation or the
proposed direct or indirect acquisition of any shares or other securities in,
or control of, TClarke or any member of the Wider Target Group by any member
of the Wider Regent Group having been obtained in terms and in a form
reasonably satisfactory to Regent from all appropriate Third Parties or
persons with whom any member of the Wider Target Group has entered into
contractual arrangements and all such authorisations, orders, grants,
recognitions, determinations, confirmations, consents, licences, clearances,
permissions, exemptions and approvals which are necessary to carry on the
business of any member of the Wider Target Group which are material in the
context of the Wider Regent Group or the TClarke Group as a whole or for or in
respect of the Acquisition including, without limitation, its implementation
remaining in full force and effect and all filings necessary for such purpose
having been made and there being no notice or intimation of any intention to
revoke or not to renew any of the same at the time at which the Acquisition
becomes otherwise unconditional and all necessary statutory or regulatory
obligations in any jurisdiction having been complied with;

(H)        no 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 withdrawn the same), or
having enacted, made or proposed any statute, regulation, decision or order,
or change to published practice or having taken any other step, and there not
continuing to be outstanding any statute, regulation, decision or order, which
in each case would or might reasonably be expected to:

(i)       require, prevent or materially delay the divestiture, or
materially alter the terms envisaged for any proposed divestiture by any
member of the Wider Regent Group or any member of the Wider Target Group of
all or any portion of their respective businesses, assets or property or
impose any limitation on the ability of any of them to conduct their
respective businesses (or any of them) or to own any of their respective
assets or properties or any part thereof which, in any such case, is material
in the context of the Wider Regent Group or the Wider Target Group in either
case taken as a whole or in the context of the Acquisition;

(ii)      require, prevent or materially delay the divestiture by any
member of the Wider Regent Group of any shares or other securities in TClarke;

(iii)     impose any material limitation on, or result in a material delay
in, the ability of any member of the Wider Regent Group directly or indirectly
to acquire or to hold or to exercise effectively any rights of ownership in
respect of shares or loans or securities convertible into shares or any other
securities (or the equivalent) in any member of the Wider Target Group or the
Wider Regent Group or to exercise voting or management control over any such
member;

(iv)     otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider Regent Group or of any member of the
Wider Target Group to an extent which is material in the context of the Wider
Regent Group or the Wider Target Group in either case taken as a whole or in
the context of the Acquisition;

(v)      make the Scheme or Acquisition or, in each case, its
implementation or the acquisition or proposed acquisition by Regent or any
member of the Wider Regent Group of any shares or other securities in, or
control of TClarke void, illegal, and/or unenforceable under the laws of any
relevant jurisdiction, or otherwise, directly or indirectly, restrain,
restrict, prohibit, delay to a material extent or otherwise materially
interfere with the same, or impose material additional conditions or
obligations with respect thereto;

(vi)     other than pursuant to the implementation of the Scheme or, if
applicable, sections 974 to 991 (inclusive) of the Companies Act, require any
member of the Wider Regent Group or the Wider Target Group to offer to acquire
any shares or other securities (or the equivalent) or interest in any member
of the Wider Target Group or the Wider Regent Group owned by any third party;

(vii)    impose any limitation on the ability of any member of the Wider
Target Group to co-ordinate its business, or any part of it, with the
businesses of any other members which is adverse to and material in the
context of the Wider Target Group taken as a whole or in the context of the
Acquisition; or

(viii)   result in any member of the Wider Target Group ceasing to be able
to carry on business under any name under which it presently does so,

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

Certain matters arising as a result of any arrangement, agreement, etc.

(I)         save as Disclosed, there being no provision of any
agreement, arrangement, licence, permit or other instrument to which any
member of the Wider Target Group is a party or by or to which any such member
or any of its assets may be bound, entitled or subject, or any circumstance
which in consequence of the Acquisition or the proposed acquisition of any
shares or other securities (or equivalent) in TClarke or because of a change
in the control or management of TClarke or otherwise, could or might
reasonably be expected to result in any of the following to an extent which is
material and adverse in the context of the Wider Target Group, or the Wider
Regent Group, in either case taken as a whole, or in the context of the
Acquisition:

(i)       any moneys borrowed by, or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any such member,
being or becoming repayable or capable of being declared repayable immediately
or earlier than their or its stated maturity date or repayment date or the
ability of any such member to borrow moneys or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being withdrawn or
inhibited;

(ii)      any such agreement, arrangement, licence, permit or instrument
or the rights, liabilities, obligations or interests of any such member
thereunder being terminated or adversely modified or affected or any
obligation or liability arising or any action being taken or arising
thereunder;

(iii)     any asset or interest of any such member being or failing to be
disposed of or charged or ceasing to be available to any such member 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 such member
otherwise than in the ordinary course of business;

(iv)     the creation, save for in the ordinary course of business, or
enforcement of any mortgage, charge or other security interest over the whole
or any part of the business, property, assets or interest of any such member;

(v)      the rights, liabilities, obligations or interests of any such
member, or the business of any such member with, any person, firm, company or
body (or any arrangement or arrangements relating to any such interest or
business) being terminated, or adversely modified or adversely affected;

(vi)     the value of any such member or its financial or trading position
or prospects being prejudiced or adversely affected;

(vii)    any such member ceasing to be able to carry on business under any
name under which it presently does so; or

(viii)   the creation or acceleration of any liability, actual or
contingent, by any such member (including any material tax liability or any
obligation to obtain or acquire any material authorisation, order, grant,
recognition, determination, confirmation, consent, licence, clearance,
permission, exemption, approval, notice, waiver, concession, agreement or
exemption from any Third Party or any person) other than trade creditors or
other liabilities incurred in the ordinary course of business or in connection
with the Acquisition,

and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Target Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, would or might reasonably be
expected to result in any of the events or circumstances as are referred to in
sub-paragraphs ‎(i) to ‎(viii) of this Condition;

Certain events occurring since Last Accounts Date

(J)        save as Disclosed, no member of the Wider Target Group
having, since the Last Accounts Date:

(i)       save as between TClarke and wholly-owned subsidiaries of
TClarke or for TClarke Shares issued under or pursuant to the exercise of
options and vesting of awards granted under the TClarke Share Plans, issued or
agreed to issue, authorised or proposed the issue of additional shares of any
class;

(ii)      save as between TClarke and wholly-owned subsidiaries of
TClarke or for the grant of options and awards and other rights under the
TClarke Share Plans, issued or agreed to issue, authorised or proposed the
issue of securities convertible into shares of any class or rights, warrants
or options to subscribe for, or acquire, any such shares or convertible
securities;

(iii)     other than to another member of the TClarke Group and save for
the Permitted Dividend, prior to completion of the Acquisition, recommended,
declared, paid or made any dividend or other distribution payable in cash or
otherwise or made any bonus issue;

(iv)     save for intra-TClarke Group transactions or pursuant to the
Acquisition, merged or demerged with any body corporate or acquired or
disposed of or transferred, mortgaged or charged or created any security
interest over any assets or any right, title or interest in any asset
(including shares and trade investments) or authorised or proposed or
announced any intention to propose any merger, demerger, disposal, transfer,
mortgage, charge or security interest, in each case, other than in the
ordinary course of business and, in each case, to the extent which is material
in the context of the Wider Target Group taken as a whole or in the context of
the Acquisition;

(v)      save for intra-TClarke Group transactions or in the ordinary
course of business, made or authorised or proposed or announced an intention
to propose any change in its loan capital in each case, to the extent which is
material in the context of the Wider Target Group taken as a whole or in the
context of the Acquisition;

(vi)     save for intra-TClarke Group transactions, issued, authorised or
proposed the issue of, or made any change in or to, any debentures or, save in
the ordinary course of business, incurred or increased any indebtedness or
become subject to any contingent liability in each case, to the extent which
is material in the context of the Wider Target Group taken as a whole or in
the context of the Acquisition;

(vii)    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 to the matters mentioned in sub-paragraphs ‎(i) or
‎(ii) above, made any other change to any part of its share capital in each
case, to the extent which is material in the context of the Wider Target Group
taken as a whole or in the context of the Acquisition;

(viii)   save for intra-TClarke Group transactions or pursuant to the
Acquisition, implemented, or authorised, proposed or announced its intention
to implement, any reconstruction, merger, demerger, amalgamation, scheme,
commitment or other transaction or arrangement otherwise than in the ordinary
course of business;

(ix)     entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) except in the
ordinary course of business which is of a long term, onerous or unusual nature
or magnitude or which involves or could reasonably be expected to involve an
obligation of such a nature or magnitude other than in the ordinary course of
business, in each case, to the extent which is material in the context of the
Wider Target Group taken as a whole or in the context of the Acquisition;

(x)      (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or steps or had any
legal proceedings started or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its winding-up,
dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, manager, trustee or similar officer of
all or any part 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, in each case, to the extent which is material in the
context of the Wider Target Group taken as a whole or in the context of the
Acquisition;

(xi)     entered into any contract, transaction or arrangement which would
be materially restrictive on the business of any member of the Wider Target
Group or the Wider Regent Group other than of a nature and extent which is
normal in the context of the business concerned;

(xii)    waived or compromised any claim otherwise than in the ordinary
course of business which is material in the context of the Wider Target Group
taken as a whole or in the context of the Acquisition;

(xiii)   made any material alteration to its memorandum or articles of
association or other incorporation documents;

(xiv)   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;

(xv)    except in relation to changes made or agreed as a result of, or
arising from, law or changes to the law, made or agreed or consented to any
change to:

(a)      the terms of the trust deeds constituting the pension scheme(s)
established by any member of the Wider Target Group for its directors,
employees or their dependents, including the DB Scheme;

(b)      the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable thereunder;

(c)      the basis on which qualification for, or accrual or entitlement
to, such benefits or pensions are calculated or determined; or

(d)      the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued or made,

in each case, to the extent which is material in the context of the Wider
Target Group taken as a whole or in the context of the Acquisition;

(xvi)   proposed, agreed to provide or modified the terms of any of the
TClarke Share Plans or other benefit constituting a material change relating
to the employment or termination of employment of a material category of
persons employed by the Wider Target Group or which constitutes a material
change to the terms or conditions of employment of any senior employee of the
Wider Target Group, save as agreed by the Takeover Panel (if required) and by
Regent;

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

(xviii)  entered into or varied in a material way the terms of, any
contracts, agreement or arrangement with any of the directors or senior
executives of any members of the Wider Target Group (save for salary
increases, bonuses or variations of terms in the ordinary course);

(xix)   entered into any contract, commitment, arrangement or agreement
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 any intention to, or proposed to, effect any of the transactions,
matters or events referred to in this Condition (F);

No adverse change, litigation or regulatory enquiry

(K)        save as Disclosed, since the Last Accounts Date:

(i)       no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Target Group which, in any
such case, is material in the context of the Wider Target Group taken as a
whole or in the context of the Acquisition and no circumstances have arisen
which would or might reasonably be expected to result in such adverse change
or deterioration;

(ii)      no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Target Group is or may
become a party (whether as a plaintiff, defendant or otherwise) and no
enquiry, review or investigation by, or complaint or reference to, any Third
Party or other investigative body against or in respect of any member of the
Wider Target Group having been instituted, announced, implemented or
threatened by or against or remaining outstanding in respect of any member of
the Wider Target Group which in any such case has had or might reasonably be
expected to have a material adverse effect on the Wider Target Group taken as
a whole or in the context of the Acquisition;

(iii)     no contingent or other liability of any member of the Wider
Target Group having arisen or become apparent to Regent or increased which has
had or might reasonably be expected to have a material adverse effect on the
Wider Target Group taken as a whole or in the context of the Acquisition;

(iv)     no member of the Wider Target Group having conducted its business
in breach of any applicable laws and regulations and which is material in the
context of the Wider Target Group taken as a whole or in the context of the
Acquisition; and

(v)      no steps having been taken which are reasonably likely to result
in the withdrawal, cancellation, termination or modification of any licence or
permit held by any member of the Wider Target Group which is necessary for the
proper carrying on of its business and the withdrawal, cancellation,
termination or modification of which has had, or would reasonably be expected
to have, an adverse effect which is material in the context of Wider Target
Group taken as a whole or in the context of the Acquisition;

No discovery of certain matters

(L)        save as Disclosed, Regent not having discovered:

(i)       that any financial, business or other information concerning
the Wider Target Group as contained in the information publicly disclosed or
disclosed at any time by or on behalf of any member of the Wider Target Group
is materially misleading, contains a material misrepresentation of fact or
omits to state a fact necessary to make that information not misleading and
which was not subsequently corrected before the date of this Announcement by
disclosure either publicly or otherwise to Regent or its professional
advisers, in each case, to the extent which is material in the context of the
Wider Target Group taken as a whole or in the context of the Acquisition;

(ii)      that any member of the Wider Target Group or partnership,
company or other entity in which any member of the Wider Target Group has a
significant economic interest and which is not a subsidiary undertaking of
TClarke, is subject to any liability (contingent or otherwise) other than in
the ordinary course of business and in each case, to the extent which is
material in the context of the Wider Target Group taken as a whole or in the
context of the Acquisition; or

(iii)     any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider Target Group
and which is material in the context of the Wider Target Group taken as a
whole or in the context of the Acquisition;

(M)       save as Disclosed, Regent not having discovered that:

(i)       any past or present member of the Wider Target Group has
failed to comply with any and/or all applicable legislation or regulation, of
any relevant jurisdiction with regard to the use, treatment, handling,
storage, carriage, disposal, spillage, release, discharge, leak or emission of
any waste or hazardous substance or any substance likely to impair the
environment or harm human health or animal health or otherwise relating to
environmental matters or the health and safety of humans, or that there has
otherwise been any such use, treatment, handling, storage, carriage, disposal,
spillage, release, discharge, leak or emission (whether or not the same
constituted a non-compliance by any person with any such legislation or
regulations, and wherever the same may have taken place) any of which storage,
carriage, disposal, spillage, release, discharge, leak or emission would be
likely to give rise to any liability (actual or contingent) or cost on the
part of any member of the Wider Target Group and which is material in the
context of the Wider Target Group taken as a whole or in the context of the
Acquisition;

(ii)      there is, or is likely to be, for any reason whatsoever, any
liability (actual or contingent) of any past or present member of the Wider
Target Group to make good, remediate, repair, reinstate or clean up any
property or any controlled waters now or previously owned, occupied, operated
or made use of or controlled by any such past or present member of the Wider
Target Group (or on its behalf) or by any person for which a member of the
Wider Target Group is or has been responsible, or in which any such member may
have or previously have had an interest, under any environmental legislation,
regulation, notice, circular or order of any Third Party and which is material
in the context of the Wider Target Group taken as a whole or in the context of
the Acquisition;

(iii)     circumstances exist (whether as a result of the Acquisition or
otherwise) which would be reasonably likely to lead to any Third Party
instituting, or whereby any member of the Wider Regent Group or any present or
past member of the Wider Target Group would be reasonably likely to be
required to institute, an environmental audit or take any other steps which
would in any such case be reasonably likely to result in any liability
(whether actual or contingent) to improve, modify existing or install new
plant, machinery or equipment or carry out changes in the processes currently
carried out or make good, remediate, repair, reinstate or clean up any land or
other asset currently or previously owned, occupied or made use of by any past
or present member of the Wider Target Group (or on its behalf) or by any
person for which a member of the Wider Target Group is or has been
responsible, or in which any such member may have or previously have had or be
deemed to have had an interest which is material in the context of the Wider
Target Group taken as a whole or in the context of the Acquisition; or

(iv)     circumstances exist whereby a person or class of persons would be
likely to have any claim or claims in respect of any product or process of
manufacture or materials used therein currently or previously manufactured,
sold or carried out by any past or present member of the Wider Target Group
which claim or claims would be likely, materially and adversely, to affect any
member of the Wider Target Group and which is material in the context of the
Wider Target Group taken as a whole or in the context of the Acquisition; and

Anti-corruption, economic sanctions, criminal property and money laundering

(N)        save as Disclosed, Regent not having discovered that:

(i)       (A) any past or present member, officer or employee of the
Wider Target Group, in connection with their position in the Wider Target
Group, or any past or present director, is or has at any time engaged in any
activity, practice or conduct which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption or anti-bribery law, rule or regulation or any
other applicable law, rule, or regulation concerning improper payments or
kickbacks or (B) any person that performs or has performed services for or on
behalf of the Wider Target Group is or has at any time engaged in any
activity, practice or conduct in connection with the performance of such
services which would constitute an offence under the Bribery Act 2010, the US
Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption
or anti-bribery law, rule or regulation or any other applicable law, rule, or
regulation concerning improper payments or kickbacks; or

(ii)      any asset of any member of the Wider Target Group constitutes
criminal property as defined by section 340(3) of the Proceeds of Crime Act
2002 (but disregarding paragraph (b) of that definition) or proceeds of crime
under any other applicable law, rule, or regulation concerning money
laundering or proceeds of crime or any member of the Wider Target Group is
found to have engaged in activities constituting money laundering under any
applicable law, rule, or regulation concerning money laundering; or

(iii)     any past or present member, director, officer or employee of the
Wider Target Group, or any other person for whom any such person may be liable
or responsible, is or has engaged in any conduct which would violate
applicable economic sanctions or dealt with, made any investments in, made any
funds or assets available to or received any funds or assets from any
government, entity or individual in respect of which US, UK or European Union
persons, or persons operating in those territories, are prohibited from
engaging in activities or doing business, or from receiving or making
available funds or economic resources, by US, UK or European Union laws or
regulations, including the economic sanctions administered by the United
States Office of Foreign Assets Control, or HMRC; or

(iv)     any past or present member, director, officer or employee of the
Wider Target Group, or any other person for whom any such person may be liable
or responsible, has engaged in any activity or business with, or made any
investments in, or payments to, any government, entity or individual in
respect of which US, UK or European Union persons, or persons operating in
those territories, are prohibited from engaging in activities or doing
business, or from receiving or making available funds or economic resources,
by US, UK or European Union laws or regulations, including the economic
sanctions administered by the United States Office of Foreign Assets Control,
or HMRC; or

(v)      any past or present member, director, officer or employee of the
Wider Target Group, or any other person for whom any such person may be liable
or responsible:

(a)      has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
U.S. Anti-Terrorism Act;

(b)      has engaged in conduct which would violate any relevant
anti-boycott law, rule, or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the U.S. Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the
U.S. Department of State;

(c)      has engaged in conduct which would violate any relevant laws,
rules, or regulations concerning human rights, including but not limited to
any law, rule, or regulation concerning false imprisonment, torture or other
cruel and unusual punishment, or child labour; or

(d)      is debarred or otherwise rendered ineligible to bid for or to
perform contracts for or with any government, governmental instrumentality, or
international organisation or found to have violated any applicable law, rule,
or regulation concerning government contracting or public procurement; or

(vi)     any member of the Wider Target Group is or has been engaged in
any transaction which would cause Regent to be in breach of any applicable law
or regulation upon its acquisition of TClarke, including but not limited to
the economic sanctions of the United States Office of Foreign Assets Control,
or HMRC, or any other relevant government authority.

Part B : waiver and invocation of the conditions

1.         Subject to the requirements of the Takeover Panel and the
Takeover Code, Regent reserves the right in its sole discretion to waive:

(A)        any of the deadlines set out in paragraph ‎2 of ‎Part A
of this ‎Appendix 1 for the timing of the Court Meeting, the General Meeting
and the Sanction Hearing. If any such deadline is not met, Regent shall make
an announcement by 8.00 a.m. on the Business Day following such deadline
confirming whether it has invoked or waived the relevant Condition or agreed
with TClarke (or, as the case may be, the Takeover Panel) to extend the
deadline in relation to the relevant Condition; and

(B)        in whole or in part, all or any of the Conditions set out in
paragraphs ‎3(A) to ‎3(J) (inclusive) of ‎Part A of this ‎Appendix 1.
For the avoidance of doubt, Regent may not waive the Conditions set out in
paragraphs ‎1, 2(A)(i), 2(B)(i) and 2(C)(i) of ‎Part A of this ‎Appendix
1.

The Conditions in paragraphs ‎2(A), ‎2(B) and ‎3 of ‎Part A of this
‎Appendix 1 must each be satisfied or (if capable of wavier) be waived by
Regent by no later than 11.59 p.m. on the date immediately preceding the date
of the Sanction Hearing. Regent 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 Conditions set out in paragraphs ‎3(A) to ‎3(J)
(inclusive) of ‎Part A of this ‎Appendix 1 that it is entitled (with the
consent of the Takeover Panel and subject to the requirements of the Code) to
invoke, by a date earlier than the latest date specified above for the
fulfilment or waiver thereof, notwithstanding that the other Conditions may at
such earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any such Conditions may not be
capable of fulfilment.

Under Rule 13.5(a) of the Code, Regent may not invoke a Condition so as to
cause the Acquisition 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 Regent in the context of the Acquisition. The
Conditions in paragraph ‎1, ‎2(A), ‎2(B), ‎2(C), ‎2(D) of ‎Part A
of this ‎Appendix 1, and if applicable, any acceptance condition if the
Acquisition is implemented by means of a Takeover Offer, are not subject to
Rule 13.5(a) of the Code. Regent may only invoke a Condition that is subject
to Rule 13.5(a) with the consent of the Takeover Panel and any Condition that
is subject to Rule 13.5(a) may be waived by Regent.

If Regent is required by the Takeover Panel to make an offer for TClarke
Shares under the provisions of Rule 9 of the Code, Regent may make such
alterations to the Conditions and the terms of the Acquisition as are
necessary to comply with the provisions of Rule 9.

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

Part C : Implementation by way of a takeover offer

Regent reserves the right to elect to implement the Acquisition by way of a
Takeover Offer as an alternative to the Scheme (subject to the Takeover
Panel's consent (where necessary) and the terms of the Co-operation
Agreement). In such an event, the Acquisition will be implemented on the same
terms and conditions (subject to appropriate amendments including (without
limitation) the inclusion of an acceptance condition set at 90 per cent. of
the TClarke Shares to which such Takeover Offer relates (or such lesser
percentage as Regent and TClarke may, subject to the rules of the Code and the
terms of the Co-operation Agreement and with the consent of the Takeover
Panel, decide, being in any case more than 50 per cent. of the TClarke
Shares), or any amendments required under applicable law, including US
securities law, or any amendments necessary to reflect the Takeover Offer) as
those that would apply to the Scheme. Further, if sufficient acceptances of
such Takeover Offer are received and/or sufficient TClarke Shares are
otherwise acquired, it is the intention of Regent to apply the provisions of
the Companies Act to acquire compulsorily any outstanding TClarke Shares to
which such Takeover Offer relates.

Part D : Certain further terms of the acquisition

1.         The TClarke Shares which will be acquired pursuant to the
Acquisition will be acquired fully paid and free from all liens, equities,
charges, encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature whatsoever and together with all
rights now or hereafter attaching or accruing to them, including voting rights
and the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid or any other return of capital
or value (whether by reduction of share capital or share premium account or
otherwise) by reference to a record date after the Effective Date, save for
the Permitted Dividend.

If, on or after the date of this Announcement and before the Effective Date,
other than the Permitted Dividend, any dividend, distribution or other return
of capital or value is announced, declared, made or paid by TClarke or becomes
payable by TClarke in respect of the TClarke Shares, Regent reserves the
right, to reduce the Consideration that would be payable under the terms of
the Acquisition for the TClarke Shares by an amount up to the amount of such
dividend and/or distribution and/or other return of capital or value, in which
case any reference in this Announcement to the Consideration under the terms
of the Acquisition will be deemed to be a reference to the Consideration as so
reduced. In such circumstances, TClarke Shareholders would be entitled to
receive and retain any such dividend and/or other distribution and/or return
of capital or value to which they are entitled. Any exercise by TClarke of its
rights referred to in this paragraph ‎2 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 Acquisition.

The Acquisition will not be made, directly or indirectly, in or into, or by
use of the mails of, or by any means or instrumentality (including, without
limitation, facsimile transmission, telex, telephone, internet or e-mail) of
interstate or foreign commerce of, or of any facility of, any Restricted
Jurisdiction.

The availability of the Acquisition to persons not resident in the United
Kingdom may be affected by the laws or regulatory requirements of relevant
jurisdictions. Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom and any TClarke Shareholders who
are not resident in the United Kingdom will need to inform themselves about
and observe any applicable requirements.

The Acquisition will be subject, amongst other things, to the Conditions and
certain further terms which are set out in this ‎Appendix 1 and to the full
terms which will be set out in the Scheme Document.

 

This Announcement and any rights or liabilities arising hereunder, the
Acquisition, the Scheme and the Forms of Proxy will be governed by English law
and will be subject to the jurisdiction of the English courts. The Acquisition
shall be subject to the applicable requirements of the Code, the Takeover
Panel, the London Stock Exchange and the FCA.

Appendix 2

Sources of information and bases of calculation

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

(A)        TClarke's fully diluted equity value has been calculated on
the basis of a fully diluted issued ordinary share capital of 56,599,624
TClarke Shares, calculated as:

(i)       52,850,780 TClarke Shares in issue on 15 April 2024 (being the
last Business Day prior to the date of this Announcement); plus

(ii)      3,748,844 TClarke Shares which may be issued on or after the
date of this Announcement pursuant to TClarke Share Plans and in accordance
with Schedule 2 of the Co-operation Agreement; less

(iii)     437,831 TClarke Shares as at 15 April 2024 (being the last
Business Day prior to the date of this Announcement), held by the employee
benefit trust operated by the TClarke Group that can be used to satisfy the
exercise of options and vesting of awards granted under the TClarke Share
Plans.

(B)        The value attributed to the fully diluted share capital of
TClarke of £90.56 million is based on:

(i)       a value of 160 pence per TClarke Share; and

(ii)      TClarke's fully diluted issued ordinary share capital of
56,599,624 TClarke Shares, as set out in paragraph ‎(A) above.

(C)        The premium calculations to the price per TClarke Share used
in this Announcement have been calculated based on the value of 160 pence per
TClarke Share, and by reference to:

(i)       the Closing Price on 15 April 2024 (being the last Business
Day before the commencement of the Offer Period) of 125.00 pence per TClarke
Share; and

(ii)      the Volume Weighted Average Price during the three-month period
ended on 15 April 2024 (being the last Business Day before the commencement of
the Offer Period) of 125.77 pence per TClarke Share; and

(iii)     the Volume Weighted Average Price during the six-month period
ended on 15 April 2024 (being the last Business Day before the commencement of
the Offer Period) of 125.18 pence per TClarke Share.

(D)        Unless stated otherwise, financial information relating to
TClarke has been extracted or derived (without any adjustment) from TClarke's
results for the year ended 31 December 2023, as announced on 15 March 2024.

(E)        Unless otherwise stated, all prices for TClarke Shares are
the Closing Price for the relevant date.

(F)        Unless otherwise stated, the Closing Price of TClarke Shares
has been sourced from the London Stock Exchange Daily Official List.

(G)        The three month and six-month Volume Weighted Average Price
are derived from Bloomberg data and have been rounded to the nearest one
penny.

(H)        Certain figures included in this Announcement have been
subject to rounding adjustments.

 

Appendix 3
Details of irrevocable undertakings

Directors' Irrevocable Undertakings

The following TClarke Directors have given irrevocable undertakings to vote or
procure votes in favour of the Scheme at the Court Meeting and the Resolutions
to be proposed at the General Meeting (or, subject to the terms of the
Co-operation Agreement and with the consent of the Takeover Panel, if Regent
exercises its right to implement the Acquisition by way of a Takeover Offer,
to accept or procure acceptance of such offer) in respect of their own (and
their connected persons') beneficial holdings of a total of 1,781,649 TClarke
Shares (held in a personal capacity or through a nominee) representing, in
aggregate, approximately 3.37 per cent. of TClarke Shares in issue on 15 April
2024 (being the last Business Day prior to this Announcement), comprised as
follows:

 Name of TClarke Director  Total number of TClarke Shares  Percentage of existing issued share capital
 Iain McCusker             2,000                           0.004%
 Mark Lawrence             661,882                         1.252%
 Mike Crowder              580,707                         1.099%
 Trevor Mitchell           473,560                         0.896%
 Peter Maskell             41,500                          0.079%
 Aysegul Sabanci           2,000                           0.004%
 Jonathan Hook             20,000                          0.038%
 Total                     1,781,649                       3.371%

 

The irrevocable undertakings remain binding in the event a higher competing
offer is made for TClarke and will only cease to be binding if:

·       Regent announces, with the consent of the Takeover Panel, that
it does not intend to proceed with the Acquisition;

·       the Scheme or Takeover Offer in respect of the Acquisition is
withdrawn, lapses or otherwise terminates in accordance with its terms; or

·       the Scheme (or the Takeover Offer) in connection with the
Acquisition does not become Effective by 11:59 p.m. on the Long Stop Date.

 

 

Appendix 4

Definitions

In this Announcement, the following words and expressions have the following
meanings, unless the context requires otherwise:

 "Acquisition"                     the recommended offer to be made by Regent to acquire the issued and to be
                                   issued share capital of TClarke not already held by any member of the Wider
                                   Regent Group, to be effected by means of the Scheme (or, if Regent so elects
                                   and subject to the Takeover Panel's consent and the terms of the Co-operation
                                   Agreement, a Takeover Offer) on the terms and subject to the conditions set
                                   out in the Scheme Document;
 "Announcement"                    this announcement of the Acquisition made in accordance with Rule 2.7 of the
                                   Code;
 "Business Day"                    a day, other than a Saturday, Sunday, public holiday or bank holiday, on which
                                   banks are generally open for normal business in the City of London;
 "Cavendish"                       Cavendish Capital Markets Limited, a company incorporated in England and Wales
                                   with company number 06198898;
 "close relative"                  has the meaning given in (or the definition applied by the Takeover Panel in
                                   accordance with) the Code;
 "Closing Price"                   the closing middle market quotation for a TClarke Share as derived from Daily
                                   Official List on that day;
 "Code" or "Takeover Code"         the City Code on Takeovers and Mergers;
 "Companies Act"                   the UK Companies Act 2006, as amended;
 "Conditions"                      the conditions to the implementation of the Scheme and the Acquisition, which
                                   are set out in ‎Appendix 1 to this Announcement and to be set out in the
                                   Scheme Document;
 "Confidentiality Agreement"       the confidentiality agreement entered into by Regent and TClarke on 15 March
                                   2024;
 "Consideration"                   the consideration of £1.60 in cash per Scheme Share payable by Regent to
                                   Scheme Shareholders pursuant to the Acquisition;
 "Co-operation Agreement"          the co-operation agreement entered into by Regent and TClarke on or around the
                                   date of this Announcement;
 "Court"                           the High Court of Justice in England and Wales;
 "Court Meeting"                   the meeting (or any adjournment, postponement or reconvention thereof) of the
                                   Scheme Shareholders (or the relevant class or classes thereof) to be convened
                                   by order of the Court pursuant to section 896 of the Companies Act to consider
                                   and, if thought fit, approve the Scheme (with or without modification);
 "Court Order"                     the order of the Court sanctioning the Scheme;
 "CREST"                           the relevant system (as defined in the Regulations) in respect of which
                                   Euroclear UK & International Limited is the Operator (as defined in the
                                   Regulations);
 "Daily Official List"             the Daily Official List of the London Stock Exchange;
 "DB Scheme"                       TClarke's defined benefit pension scheme;
 "Dealing Disclosure"              has the same meaning as in Rule 8 of the Code;
 "Disclosed"                       (i) matters fairly disclosed in the information made available to Regent (or
                                   Regent's advisers) in the data room established by TClarke for the purposes of
                                   the Acquisition; (ii) information fairly disclosed in writing by or on behalf
                                   of TClarke to Regent prior to the date of this Announcement in relation to the
                                   Acquisition; (iii) information included in the annual report and accounts of
                                   the TClarke Group for the financial year ended 31 December 2022; (iv)
                                   information included in the half year report for the TClarke Group for the
                                   financial period ended 30 June 2023 and the preliminary results for the year
                                   ended 31 December 2023 as announced on 13 July 2023 and 15 March 2024
                                   respectively (v) information disclosed in a public announcement to a
                                   regulatory news service made by TClarke prior to the date of this
                                   Announcement; or (vi) disclosed in this Announcement;
 "Disclosure Table"                the disclosure table on the Takeover Panel's website at
                                   www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk) ;
 "Effective"                       in the context of the Acquisition: (a) if the Acquisition is implemented by
                                   way of a Scheme, the Scheme having become effective in accordance with its
                                   terms, upon the delivery of the Court Order to the Registrar of Companies; or
                                   (b) if the Acquisition is implemented by way of a Takeover Offer, the Takeover
                                   Offer having been declared or become unconditional in all respects in
                                   accordance with the requirements of the Code;
 "Effective Date"                  the date upon which: (a) the Scheme becomes Effective; or (b) if the
                                   Acquisition is implemented by way of a Takeover Offer, the Takeover Offer
                                   becomes Effective;
 "EPS"                             earnings per share;
 "Excluded Shares"                 (a) any TClarke Shares legally or beneficially held by Regent or any member of
                                   the Wider Regent Group including for these purposes any TClarke Shares held as
                                   nominee for Wider Regent Group's pension scheme; or (b) any Treasury Shares;
 "Executives"                      Mark Lawrence, Mike Crowder and Trevor Mitchell;
 "FCA"                             the UK Financial Conduct Authority or its successor from time to time;
 "Forms of Proxy"                  the forms of proxy for use at the Court Meeting and the General Meeting
                                   respectively, which will accompany the Scheme Document;
 "FSMA"                            the Financial Services and Markets Act 2000, as amended;
 "General Meeting"                 the general meeting (or any adjournment, postponement or reconvention thereof)
                                   of TClarke Shareholders to be convened in connection with the Scheme;
 "ISIN"                            International Securities Identification Number;
 "Last Accounts Date"              31 December 2023;
 "Listing Rules"                   the rules and regulations made by the FCA under FSMA and contained in the
                                   publication of the same name, as amended from time to time or (as applicable)
                                   any set of rules and regulations replacing the same from time to time;
 "London Stock Exchange"           London Stock Exchange plc, a company incorporated in England and Wales with
                                   company number 02075721;
 "Long Stop Date"                  31 August 2024 or such later date (if any) as Regent and TClarke may, with the
                                   consent of the Takeover Panel, agree and (if required) the Court may allow;
 "Market Abuse Regulation"         the UK version of the Market Abuse Regulation (EU) No 596/2014, which came
                                   into effect on 1 January 2021 when the EU Market Abuse Regulation (EU) No
                                   596/2014 was incorporated into United Kingdom domestic law by the European
                                   Union (Withdrawal) Act 2018 and related legislation, with certain
                                   modifications;
 "Meetings"                        the Court Meeting and the General Meeting and, where the context permits, each
                                   of them;
 "Non-Executive Directors"         Iain McCusker, Peter Maskell, Aysegul Sabanci and Jonathan Hook;
 "NSI Act"                         the National Security and Investment Act 2021;
 "Offer Document"                  should the Acquisition be implemented by means of the Takeover Offer, the
                                   document to be published by or on behalf of Regent in connection with the
                                   Takeover Offer, containing, inter alia, the terms and conditions of the
                                   Takeover Offer;
 "Offer Period"                    the Offer Period (as defined by the Code) relating to TClarke commencing on
                                   the date of this Announcement and ending on the earlier of the date on which
                                   the Acquisition becomes Effective and/or the date on which the Acquisition
                                   lapses or is withdrawn (or such other date as the Takeover Panel may decide);
 "Official List"                   the official list maintained by the FCA pursuant to Part 6 of FSMA;
 "Opening Position Disclosure"     has the same meaning as in Rule 8 of the Code;
 "Overseas Shareholders"           TClarke Shareholders who are resident in, ordinarily resident in, or citizens
                                   of, jurisdictions outside the United Kingdom;
 "Permitted Dividend"              has the meaning given to it in paragraph ‎2 of this Announcement;
 "Regent"                          Regent Acquisitions Limited, a private limited company incorporated in England
                                   and Wales, with company number 11294258;
 "Registrar of Companies"          the Registrar of Companies of England and Wales;
 "Regulations"                     the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended;
 "Regulatory Information Service"  a service approved by the London Stock Exchange for the distribution to the
                                   public of announcements and included within the list maintained on the London
                                   Stock Exchange's website;
 "related trust"                   has the meaning given in (or the definition applied by the Takeover Panel in
                                   accordance with) the Code;
 "Resolutions"                     such shareholder resolutions of TClarke as are necessary to approve, implement
                                   and effect the Scheme and the Acquisition, including (without limitation) a
                                   special resolution to amend the articles of association of TClarke by the
                                   adoption and inclusion of a new article under which any TClarke Shares issued
                                   or transferred after the General Meeting shall either be subject to the Scheme
                                   or (after the Scheme Record Time) be immediately transferred to Regent (or as
                                   it may direct) in exchange for the same Consideration as is due under the
                                   Scheme;
 "Restricted Jurisdiction"         any jurisdiction where local laws or regulations may result in a significant
                                   risk of civil, regulatory or criminal exposure if information concerning the
                                   Acquisition is sent or made available in that jurisdiction;
 "RGHL"                            Regent Gas Holdings Limited, a private limited company incorporated in England
                                   and Wales, with company number 07687951;
 "RGL"                             Regent Gas Limited, a private limited company incorporated in England and
                                   Wales, with company number 03117150;
 "Sanction Hearing"                the hearing by the Court to sanction the Scheme and, if such hearing is
                                   adjourned, references to the commencement of any such hearing shall mean the
                                   commencement of the final adjournment thereof;
 "Scheme"                          the proposed scheme of arrangement under Part 26 of the Companies Act to
                                   effect the Acquisition between TClarke and the Scheme Shareholders (the full
                                   terms of which will be set out in the Scheme Document), with or subject to any
                                   modification, addition or condition which Regent and TClarke may agree, and,
                                   if required, the Court may approve or impose;
 "Scheme Document"                 the document to be despatched to (amongst others) TClarke Shareholders
                                   containing, amongst other things, the terms and conditions of the Scheme and
                                   the notices convening the Court Meeting and the General Meeting;
 "Scheme Record Time"              the time and date to be specified in the Scheme Document, expected to be 6:00
                                   p.m. on the Business Day immediately prior to the Effective Date;
 "Scheme Shareholders"             holders of Scheme Shares;
 "Scheme Shares"                   the TClarke Shares:

                                   (i)     in issue at the date of the Scheme Document;

                                   (ii)    (if any) issued after the date of the Scheme Document and prior to
                                   the Voting Record Time; and

                                   (iii)   (if any) issued at or after the Voting Record Time but at or before
                                   the Scheme Record Time in respect of which the original or any subsequent
                                   holder thereof is bound by the Scheme or shall by such time have agreed in
                                   writing to be bound by the Scheme,

                                   in each case other than any Excluded Shares;
 "Secretary of State"              the Secretary of State for Business, Energy and Industrial Strategy;
 "SPARK"                           SPARK Advisory Partners Limited, a company incorporated in England and Wales
                                   with company number 03191370;
 "Takeover Offer"                  should the Acquisition be implemented by way of a takeover offer as defined in
                                   section 974 of the Companies Act, the offer to be made by or on behalf of
                                   Regent to acquire the entire issued and to be issued share capital of TClarke
                                   not already held by any member of the Wider Regent Group and, where the
                                   context requires, any subsequent revision, variation, extension or renewal of
                                   such offer;
 "Takeover Panel"                  the UK Panel on Takeovers and Mergers;
 "TClarke"                         TClarke plc, a company incorporated in England and Wales with company number
                                   00119351;
 "TClarke AGM"                     the annual general meeting of TClarke to be held in 2024;
 "TClarke Board"                   the board of directors of TClarke from time to time;
 "TClarke Directors"               the directors of TClarke from time to time;
 "TClarke Group"                   TClarke and its subsidiaries and subsidiary undertakings;
 "TClarke Share Plans"             the TClarke 2021 Long-Term Incentive Plan and the TClarke 2021 Save As You
                                   Earn Option Scheme, in each case operated by TClarke;
 "TClarke Shareholders"            the holders of TClarke Shares;
 "TClarke Shares"                  the ordinary shares of 10 pence each in the capital of TClarke;
 "Third Party"                     each of a central bank, relevant government or governmental,
                                   quasi-governmental, supranational, statutory, regulatory, environmental or
                                   investigative body, court, trade agency, association, institution, works
                                   council, employee representative body, any entity owned or controlled by any
                                   relevant government or state, or any other body or person whatsoever in any
                                   jurisdiction;
 "Treasury Shares"                 any TClarke Shares which are for the time being held by TClarke as treasury
                                   shares (within the meaning of the Companies Act);
 "United Kingdom or UK"            the United Kingdom of Great Britain and Northern Ireland;
 "United States or US or USA"      the United States of America, its territories and possessions, all areas
                                   subject to its jurisdiction or any subdivision thereof, any state of the
                                   United States of America and the District of Columbia;
 "US Exchange Act"                 US Securities Exchange Act of 1934, as amended;
 "Volume Weighted Average Price"   the volume weighted average of the per share trading prices of TClarke Shares
                                   on the London Stock Exchange as reported through Bloomberg;
 "Voting Record Time"              the date and time specified in the Scheme Document by reference to which
                                   entitlements to vote on the Scheme will be determined, expected to be 6:00
                                   p.m. on the day which is two days before the date of the Court Meeting or, if
                                   the Court Meeting is adjourned, 6:00 p.m. on the second day before the date of
                                   such adjourned meeting;
 "Wider Regent Group"              Regent and its subsidiary undertakings, associated undertakings and any other
                                   undertaking in which Regent and/or such undertakings (aggregating their
                                   interests) have a significant interest (excluding, for the avoidance of doubt,
                                   any member of the Wider Target Group);
 "Wider Target Group"              TClarke and its subsidiary undertakings, associated undertakings and any other
                                   undertaking in which TClarke and/or such undertakings (aggregating their
                                   interests) have a significant interest (excluding, for the avoidance of doubt,
                                   any member of the Wider Regent Group); and
 "£" or "pence"                    pounds sterling or pence, the lawful currency of the UK.

 

In this Announcement:

a)    all times referred to are to London time unless otherwise stated;

b)    references to the singular include the plural and vice versa, unless
the context otherwise requires;

c)    "subsidiary", "subsidiary undertaking" and "undertaking" have the
meanings given by the Companies Act and "associated undertaking" has the
meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008, other than
paragraph 19(1)(b) of Schedule 6 to those regulations which shall be excluded
for this purpose, and "significant interest" means a direct or indirect
interest in 20 per cent. or more of the total voting rights conferred by the
equity share capital (as defined in section 548 of the Companies Act); and

d)    all references to statutory provision or law or to any 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.

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 or visit www.rns.com
(http://www.rns.com) .

RNS may use your IP address to confirm compliance with the terms and
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the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy.

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
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.

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
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