REG - Brillian UK Limited Trakm8 Holdings PLC - Recommended cash offer for Trakm8 Holdings PLC

Trakm8 HoldingsAnnouncement

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RNS Number : 0873H  Brillian UK Limited  01 May 2025

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INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

1 May 2025

RECOMMENDED CASH ACQUISITION OF

TRAKM8 HOLDINGS PLC

BY

BRILLIAN UK LIMITED

(a company within the Omegro portfolio and wholly-owned, indirectly, by
Constellation Software Inc.)

 

to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006

Summary

·       The boards of directors of Brillian UK Limited ("Brillian UK")
and Trakm8 Holdings plc ("Trakm8") are pleased to announce that they have
reached agreement on the terms and conditions of a recommended cash
acquisition by Brillian UK for the entire issued, and to be issued, ordinary
share capital of Trakm8 (excluding the Treasury Shares) (the "Acquisition").

·       Under the terms of the Acquisition, each Trakm8 Shareholder
will be entitled to receive:

for each Trakm8 Share: 9.5 pence in cash (the "Consideration").

·       The Consideration values the entire issued, and to be issued,
ordinary share capital of Trakm8 at £7,761,822 and represents a premium of
approximately:

o     280 per cent. to the closing price of 2.50 pence per Trakm8 Share on
30 April 2025 (being the last Business Day prior to the commencement of the
Offer Period);

o     302 per cent. to the volume-weighted average price of 2.36 pence per
Trakm8 Share for the one-month period ended 30 April 2025 (being the last
Business Day prior to the commencement of the Offer Period);

o     186 per cent. to the volume-weighted average price of 3.33 pence per
Trakm8 Share for the three-month period ended 30 April 2025 (being the last
Business Day prior to the commencement of the Offer Period); and

o     103 per cent. to the volume-weighted average price of 4.68 pence per
Trakm8 Share for the six-month period ended 30 April 2025 (being the last
Business Day prior to the commencement of the Offer Period).

General

·       It is intended that the Acquisition will be implemented by way
of a Scheme (although Brillian UK reserves the right to effect the Acquisition
by way of an Offer, subject to the consent of the Panel and the terms of the
Co-operation Agreement).

·       The Acquisition will be subject to the Conditions and terms set
out in Appendix 1 to this Announcement, including, amongst other things,
approvals by the requisite majorities of Trakm8 Shareholders of the Scheme and
the Resolutions at the Court Meeting and General Meeting respectively, and to
the full terms and conditions of the Acquisition which will be set out in the
Scheme Document.

Recommendation

·       The Trakm8 Directors, who have been advised by Allenby Capital
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 Trakm8 Directors, Allenby
Capital has taken into account the commercial assessments of the Trakm8
Directors.

·       Allenby Capital is providing independent financial advice to
the Trakm8 Directors for the purposes of Rule 3 of the Takeover Code.

·       Accordingly, the Trakm8 Directors intend to recommend
unanimously that Trakm8 Shareholders vote in favour of the Scheme at the Court
Meeting and the Resolutions to be proposed at the General Meeting as the
Trakm8 Directors have irrevocably undertaken to do in respect of their own
beneficial holdings (and the beneficial holdings of their close relatives and
related trusts), being, in aggregate, 11,549,793 Trakm8 Shares (representing
approximately 23.11 per cent. of the existing issued ordinary share capital of
Trakm8) as at 30 April 2025 (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.

Considerations for the Recommendation

·       The two key markets in which Trakm8 provides its products and
services are insurance & automotive as well as fleet & optimisation.
The Group's strategy within these markets has been to:

·      increase market share through more device sales, more connections
and higher service fees;

·      deliver a cutting-edge and higher margin solutions portfolio
through a focus on fewer significant projects; and

·      streamline internal operations.

·       While the fleet and optimisation business has continued to show
progress, the recovery in the insurance and automotive business has continued
to be impacted by a slow recovery in capacity and policy sales in the UK
vehicle insurance industry. Coupled with customers running down existing
stock, this has impacted new device sales and pricing while the reduction in
insurance connections has impacted recurring revenue.

·       As noted in Trakm8's trading update on 19 March 2025,
conditions in the insurance market continue to remain poor. It was also noted
that this, coupled with an anticipated material optimisation contract no
longer being forthcoming, meant that the Trakm8 Directors now expect revenues
for the year ended 31 March 2025 to be just under ten per cent. lower than
those reported for the financial year ended 31 March 2024, with a
consequential impact on profitability.

·       In response to the challenging insurance market conditions
referred to above, the Trakm8 Board has been focussed on further reductions in
costs. Trakm8 has therefore moved more of its hosting requirements out of
external cloud providers into Trakm8's data centres, negotiated reductions in
device communication costs and the costs of vehicle installations. In
addition, Trakm8 has recently completed a reduction in headcount and payroll
costs, with 18 roles eliminated.

·       It is against this backdrop, and the resultant challenging
forecasting conditions, that the Trakm8 Directors have been considering the
financial terms of the Acquisition and determining whether they reflect an
appropriate valuation of Trakm8 and its future prospects.  The Trakm8
Directors took into account a number of factors, including that:

·      the cash value per Trakm8 Share to be received pursuant to the
Acquisition represents an attractive premium of 280 per cent. to the closing
price of 2.50 pence per Trakm8 Share on 30 April 2025 (being the last Business
Day before the commencement of the Offer Period).  In addition, the
Acquisition represents premia of 302 per cent., 186 per cent. and 103 per
cent. to the volume weighted average price in the one, three and six-month
periods ended 30 April 2025 respectively;

·      the Acquisition provides Trakm8 Shareholders with the opportunity
to realise an immediate and certain cash value. The Trakm8 Directors recognise
that the market in Trakm8 Shares is relatively illiquid, with average daily
volumes traded during the twelve-month period ended 31 March 2025 being only
18,403 Trakm8 Shares. This makes it challenging for Trakm8 Shareholders to
monetise their holdings should they so wish. The Acquisition therefore
provides the opportunity for Trakm8 Shareholders to realise the entire value
of their investment in cash at a certain, fair and reasonable value;

·      the certainty of the value provided by the Acquisition should be
weighed against the uncertainty of the delivery of future value that exists in
Trakm8's business.  While the Trakm8 Board believes in the Group's strategic
direction, it is cautious as to the pace at which Trakm8 will be able to
deliver its stated strategy and the associated value to Trakm8 Shareholders.
Key areas of uncertainty in the execution of Trakm8's delivery of value over
the longer-term include the timing of the macroeconomic cycle and its
susceptibility to external shocks and influences, the pace of recovery in the
insurance sector which is an important component of Trakm8's business, the
timing of substantial Optimisation contracts, and the potential threats in the
industry (including the emergence and path of artificial intelligence (AI),
lower customer demand, as well as software consolidation); and

·      the delivery of the Group's stated strategy could be both slower
and increasingly uncertain without further capital funding, which will be
challenging to raise in the public markets at the current share price without
materially diluting existing shareholders. It should be noted that the
company's last two fundraises were via Trakm8 Convertible Loan Note
instruments, mainly from existing shareholders and directors of the Group. The
Trakm8 Directors believe that the new ownership structure and choice of
partner will facilitate clear strategic benefits to Trakm8's internal and
external stakeholders. The Trakm8 Directors believe that Brillian UK is
strongly positioned to support Trakm8 with the next phase of its growth,
providing access to capital to further advance its technological capabilities,
foster growth and innovate in its core service areas. In addition, as a
private company, Trakm8 should be better able to develop its business away
from the parameters of operating in public markets, and its associated
costs.

·       The Trakm8 Directors have also considered Brillian UK's stated
intentions for the business, management and employees and other stakeholders
of Trakm8.

·       Following careful consideration of the financial terms of the
Acquisition, the combination of value and certainty that the terms of the
Acquisition provide to Trakm8 Shareholders, and the factors noted above, the
Trakm8 Directors intend to recommend unanimously the terms of the Acquisition
to Trakm8 Shareholders.

Background to and reasons for the Acquisition

·      Further to Trakm8's Trading Update announced on 19 March 2025,
despite achieving important sales milestones in the first half of the
financial year, Trakm8 expects revenues in the year ended 31 March 2025 to be
just under ten per cent. lower than those reported for the previous financial
year. Based on this update, Trakm8's revenues will have declined in the last
two years, with a consequential impact on profitability.

·      Despite the foregoing, Brillian UK believes that Trakm8 has
developed a strong position in the UK market for technology solutions in fleet
management, insurance telematics, optimisation and vehicle camera systems,
thus enabling Trakm8 to offer a diversified range of solutions to its
customers, underpinned by a trusted brand, client-centric culture and
technology-enabled processes.

·      In order to capitalise on the opportunity that Trakm8 offers,
Brillian UK believes that Trakm8 would benefit from transitioning to private
ownership with the support of a growth-focused shareholder, which can provide
the capital and long-term view of value creation to enable the management team
to continue to invest in Trakm8's capabilities.

·      Brillian UK is attracted to Trakm8's potential to grow - both
organically and through potential future acquisitions - across its core
product offerings and believes it presents a significant opportunity for
expansion and innovation. Brillian UK will seek to drive improved
profitability with a focus on growing Trakm8's recurring revenue.

·      Transitioning to Brillian UK's ownership will provide Trakm8 and
its management team the flexibility to take long-term decisions to return
Trakm8 to profitable growth, whilst also providing strategic support and
leveraging strong industry expertise to develop new growth areas and
operational expertise to drive greater efficiency.

Irrevocable undertakings

·       The Trakm8 Directors and the Non-Director Shareholders have
irrevocably undertaken to vote (or, where applicable, procure voting) in
favour of the Scheme at the Court Meeting and the Resolutions to be proposed
at the General Meeting (or, in the event that the Acquisition is implemented
by an Offer, to accept or procure acceptance of such Offer) in respect of
their own beneficial holdings (and have undertaken to procure that their close
relatives and related trusts do so in respect of their respective beneficial
holdings) of, in aggregate, 26,879,598 Trakm8 Shares, representing
approximately 53.79 per cent. of the existing issued ordinary share capital of
Trakm8 as at 30 April 2025 (being the last Business Day prior to the date of
this Announcement).

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

Information on Brillian UK and Constellation Software Inc.

·       Brillian UK is a private limited company incorporated in
England on 30 May 2023 and a wholly-owned indirect subsidiary of Toronto Stock
Exchange listed Constellation Software Inc. ("CSI"), a leading provider of
software and services to public and private sector markets.

·       CSI was founded in 1995 for the purposes of assembling a
portfolio of vertical market software companies. Since then, it has grown
rapidly through a combination of acquisitions and organic growth and now
consists of six operating groups, serving customers in over 100 different
markets worldwide, with a current market capitalisation of c. CAD91.7 billion
(c. £50.7 billion).

·       Brillian UK is part of Omegro, a portfolio within Volaris,
Volaris being one of CSI's six autonomous operating groups, which owns
multiple businesses worldwide in various vertical markets. Brillian UK
provides vertical market software expertise and operational support to its
wholly owned subsidiaries.

Information on Trakm8

·       Trakm8 is a public limited company incorporated in England and
Wales and quoted on AIM.

·       Trakm8 is a provider of technology solutions for fleet
management, insurance telematics, optimisation and vehicle camera systems.
Its technology offerings are adaptable for fleet management, insurance
telematics, optimisation and vehicle camera systems.

Timetable and conditions

·       It is intended that the Acquisition will be implemented by way
of the Scheme (although Brillian UK reserves the right to effect the
Acquisition by way of an Offer, subject to the consent of the Panel and the
terms of the Co-operation Agreement). The terms of the Acquisition will be put
to Trakm8 Shareholders at the Court Meeting and the General Meeting (which is
expected to take place immediately following the Court Meeting). The Meetings
are required to enable Trakm8 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 75 per cent. or more in
nominal value of the Scheme Shares held by those Scheme Shareholders. The
Scheme also requires the passing at the General Meeting of the Resolutions.
Following the Court Meeting and the General Meeting, the Scheme must also be
sanctioned by the Court. The Scheme is expected to become Effective during the
second or third quarter of the calendar year 2025.

·       The Acquisition will be on the terms and subject to the
Conditions set out in Appendix 1 to this Announcement. Full details of the
Acquisition will be provided in the Scheme Document. It is expected that the
Scheme Document, containing further information about the Acquisition and
notices of the Meetings, together with the associated forms of proxy, will be
posted to Trakm8 Shareholders within 28 days of this Announcement (or such
later time as Trakm8 and Brillian UK may agree, with the consent of the
Panel). An expected timetable of key events relating to the Acquisition will
be provided in the Scheme Document.

·       Commenting on the Acquisition, John Watkins, the Executive
Chairman of Trakm8, said:

"I recommend acceptance of the Offer from Brillian UK as being in the best
interests of all of Trakm8's stakeholders, colleagues, customers, supply chain
partners and shareholders."

·       Commenting on the Acquisition, Troy O'Connor, Co-Chief
Executive Officer of Omegro said:

"We are delighted that our proposal has been recommended by the Board and are
excited by the prospect of working with Trakm8 and its management team in the
years ahead.  Management have built a product portfolio which is well
positioned to benefit from future growth in the fleet management, route
optimisation and insurance telematics markets. The strategic fit of Trakm8
within the Omegro portfolio is compelling and with our long-term focus on our
people, sustainable growth and delivering operational excellence, we expect to
be able to create an enhanced customer proposition and leading business in the
UK. Omegro believes Trakm8 is an ideal platform for continued growth and
innovation in the fleet management vertical and we look forward to supporting
Trakm8's growth in the future"

This summary should be read in conjunction with, and is subject to, the
following Announcement and its Appendices. The Acquisition will be subject to
the Conditions and other terms set out in this Announcement, including
Appendix 1, and to the full terms and conditions which will be set out in the
Scheme Document. The Conditions to, and certain further terms of, the
Acquisition are set out in Appendix 1. The sources and bases of calculation of
certain information contained in this Announcement are set out in Appendix 2.
Details of irrevocable undertakings received by Brillian UK are set out in
Appendix 3. Certain terms used in this Announcement are defined in Appendix 4.

The person responsible for arranging for the release of this Announcement on
behalf of Trakm8 is John Watkins, Executive Chairman.

 

 Enquiries:
 Trakm8 Holdings plc
 John Watkins, Executive Chairman                                             Tel: 01675 434 200
 Jon Edwards, Chief Financial Officer
 Allenby Capital (Nominated Adviser, Financial Adviser and Broker to Trakm8)  Tel: 020 3328 5656
 David Hart, Corporate Finance                                                www.allenbycapital.com
 Vivek Bhardwaj, Corporate Finance
 Brillian UK Limited
  Lynne Salmon, Chief Marketing Officer at Omegro                             Tel: +61 432 421 408
  Ryan Hill, Vice President, Global Communications at Volaris Group Inc       Tel: +1 416-831-0305.
 Herax Partners LLP (Financial adviser to Brillian UK)
 Angus MacPherson, Corporate Finance                                          Tel: +44 7768 066 336
 Pascal Wiese, Corporate Finance                                              Tel: 020 7399 1686

 

Fox Williams LLP is acting as legal adviser to Brillian UK in connection with
the Acquisition.

Wansbroughs LLP is acting as legal adviser to Trakm8 in connection with the
Acquisition.

Important notices relating to financial advisers and nominated adviser

Herax Partners LLP ("Herax Partners"), which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting exclusively
for Brillian UK and for no-one else in connection with the Acquisition and
will not regard any other person as its client in relation to the Acquisition
and will not be responsible to anyone other than Brillian UK for providing the
protections afforded to clients of Herax Partners, nor for providing advice in
relation to any matter referred to in this Announcement. Neither Herax
Partners nor any of its affiliates, respective directors, officers, employees
and agents owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Herax Partners in connection
with the matters referred to in this Announcement, or otherwise. No
representation or warranty, express or implied, is made by Herax Partners as
to the contents of this Announcement.

Allenby Capital Limited ("Allenby Capital"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Trakm8 and for no one else in connection with the matters set
out in this Announcement and will not regard any other person as its client in
relation to the matters referred to in this Announcement and will not be
responsible to anyone other than Trakm8 for providing the protections afforded
to clients of Allenby Capital, nor for providing advice in relation to the
contents of this Announcement or any other matter referred to in this
Announcement. Neither Allenby Capital nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Allenby Capital in connection with the matters
referred to in this Announcement, or otherwise. No representation or warranty,
express or implied, is made by Allenby Capital as to the contents of this
Announcement.

 

Further information

This Announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or inducement to sell or an
invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of an offer to buy any
securities, any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. 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 an Offer, the Offer Document), which will contain the
full terms and conditions of the Acquisition, including details of what action
is required from Trakm8 Shareholders in respect of the Acquisition. Any
decision in respect of, or other response to, the Acquisition should be made
only on the basis of the information in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the Offer Document).

Trakm8 and Brillian UK shall prepare the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the Offer Document) to be
distributed to Trakm8 Shareholders. Trakm8 and Brillian UK urge Trakm8
Shareholders to read the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the Offer Document) in its entirety when it
becomes available because it will contain important information relating to
the Acquisition.

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

Brillian UK reserves the right to elect to implement the Acquisition by way of
an Offer as an alternative to the Scheme (subject to the Panel's consent and
the terms of the Co-operation Agreement). In such event, the Acquisition will
be implemented on substantially the same terms, so far as applicable, as those
which will 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 Trakm8 Shares to which such Offer relates (or such
other percentage as Brillian UK may, subject to the rules of the Takeover Code
and the terms of the Co-operation Agreement and with the consent of the Panel,
decide); and (ii) those required by, or deemed appropriate by, Brillian UK
under applicable law, including US securities law). Further, if sufficient
acceptances of such Offer are received and/or sufficient Trakm8 Shares are
otherwise acquired, it is the intention of Brillian UK to apply the provisions
of the Companies Act 2006 to acquire compulsorily any outstanding Trakm8
Shares to which such offer relates.

The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
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 purpose of
complying with the laws of England and Wales, the Takeover Code, the Market
Abuse Regulation, the AIM 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 England.

The release, publication or distribution of this Announcement in or into
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves of, and observe, any
applicable requirements of their jurisdictions. Any failure to comply with
such requirements may constitute a violation of the securities laws of any
such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person.

The availability of the Acquisition to Trakm8 Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in and citizens of the United Kingdom
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions. In particular, the ability of persons who
are not resident in and citizens of the United Kingdom to vote their Trakm8
Shares with respect to the Scheme at the Court Meeting, or to execute and
deliver forms of proxy appointing another person to vote at the Court Meeting
on their behalf, may be affected by the laws of the relevant jurisdictions in
which they are located. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such jurisdiction. To
the fullest extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.

Unless otherwise determined by Brillian UK or required by the Takeover Code,
and permitted by applicable law and regulation, participation in the
Acquisition will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the 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. Accordingly, copies of this Announcement and any formal
documentation relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction and persons receiving this
Announcement and all such documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in, into or from any Restricted Jurisdiction. Doing so
may render invalid any related purported vote in respect of the Acquisition.
If the Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be made
directly or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, 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 Offer shall not be capable of acceptance
by any such use, means, instrumentality or facilities.

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

Notice to US investors in Trakm8

Trakm8 Shareholders in the United States should note that the Acquisition
relates to the shares of an English company with a quotation on AIM and is
proposed to be made by means of a scheme of arrangement provided for under,
and governed by, the laws of England and Wales.

Neither the proxy solicitation nor the tender offer rules under the US
Exchange Act will apply to the Scheme. Moreover, the Scheme will be subject to
the disclosure and procedural requirements and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the disclosure
requirements of US tender offer and proxy solicitation rules. If, in the
future, Brillian UK exercises the right to implement the Acquisition by way of
an Offer and determines to extend the offer into the United States, the
Acquisition will be made in compliance with applicable United States laws and
regulations, including any applicable exemptions under the US Exchange Act.
Such an Offer would be made in the United States by Brillian UK and no one
else. In accordance with normal United Kingdom practice and consistent with
Rule 14e-5 under the US Exchange Act, Brillian UK, certain affiliated
companies and the nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in Trakm8 outside such Offer
during the period in which such Offer would remain open for acceptance. If
such purchases or arrangements to purchase were to be made they would be made
outside the US either in the open market at prevailing prices or in private
transactions at negotiated prices and would comply with applicable law,
including, to the extent applicable, the US Exchange Act. Any information
about such purchases will be disclosed as required in the United Kingdom, will
be reported to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com.
(http://www.londonstockexchange.com/)

The financial information included in this Announcement and the Scheme
Document (or, if the Acquisition is implemented by way of an Offer, the Offer
Document) has been or will have been prepared in accordance with accounting
standards applicable in the United Kingdom and thus may not be comparable to
the financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the United States.

The receipt of consideration by a US holder for the transfer of its Trakm8
Shares pursuant to the Acquisition may be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as well as non-US
and other, tax laws. Each Trakm8 Shareholder is urged to consult their
independent professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable US federal,
state and local, as well as non-US and other, tax laws.

It may be difficult for US holders of Trakm8 Shares to enforce their rights
and any claim arising out of the US federal laws or to enforce against them a
judgment of a US court predicated upon the securities laws of the United
Kingdom, since Brillian UK and Trakm8 are incorporated in a non-US
jurisdiction, and some or all of their officers and directors may be residents
of countries other than the United States. US holders of Trakm8 Shares may not
be able to sue a non-US company or its officers or directors in a non-US court
for violations of the 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 jurisdiction or judgement.

Cautionary note regarding forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Brillian UK and Trakm8 contain certain statements
which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Brillian UK and/or Trakm8 (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", "hope", "aims", "continue", "will",
"may", "should", "would", "could", or other words of similar meaning or
derivatives thereof. These statements are based on assumptions and assessments
made by Trakm8 and/or Brillian UK 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 Trakm8 nor Brillian UK
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.

Dealing and opening position disclosure requirements

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

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company; and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (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 Panel's website at
www.thetakeoverpanel.org.uk, (http://www.thetakeoverpanel.org.uk/) including
details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any
doubt as to whether you are required to make an Opening Position Disclosure or
a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
and other documents required to be published under Rule 26 of the Takeover
Code will be made available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Herax Partners' website (on
behalf of Brillian UK) at https://www.heraxpartners.com/recommendedoffer
(https://www.heraxpartners.com/recommendedoffer) and Trakm8's website at
https://www.trakm8.com/investors/offer-documentation
(https://www.trakm8.com/investors/offer-documentation) , in each case by no
later than 12 noon (London time) on the first Business Day following the date
of this Announcement. For the avoidance of doubt, neither the contents of
these websites nor any website accessible from hyperlinks is incorporated into
or forms part of this Announcement.

No profit forecasts, profit estimates or quantified benefits statements

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 future earnings per share of, or dividends or future dividends per share
of, Trakm8 for the current or future financial years will necessarily match or
exceed the historical published earnings or earnings per share or dividends
per share of Trakm8.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Trakm8 Shareholders,
persons with information rights, participants in Trakm8 Share Plans, and the
holders of the Trakm8 Convertible Loan Notes may request a hard copy of this
Announcement by contacting Trakm8's registrars, Neville Registrars, between
9.00 a.m. to 5.00 p.m. (London time) Monday to Friday (except public holidays
in England and Wales) on 0121 585 1131 if calling from the United Kingdom, or
+44 (0) 121 585 1131 if calling from outside the United Kingdom or by
submitting a request in writing to Neville Registrars, Neville House,

Steelpark Road, Halesowen, B62 8HD. Calls are charged at the standard
geographical rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Please note that Neville
Registrars 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 Takeover Code, such persons may
also request that all future documents, announcements and information to be
sent to them in relation to the Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by Trakm8 Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Trakm8 may
be provided to Brillian UK during the Offer Period as required under Section 4
of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

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.

General

If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Brillian UK intends to exercise its rights to apply the provisions
of Chapter 3 of Part 28 of the Companies Act 2006 so as to acquire
compulsorily the remaining Trakm8 Shares in respect of which the Offer has not
been accepted.

Investors should be aware that Brillian UK may purchase Trakm8 Shares
otherwise than under any Offer or the Scheme, including pursuant to privately
negotiated purchases.

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 appropriate authorised
independent financial adviser.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Trakm8 confirms that, as at
30 April 2025 (being the last Business Day prior to this Announcement), it had
in issue 49,975,002 ordinary shares of £0.01 (one penny) each (excluding the
Treasury Shares). The ISIN for the ordinary shares is GB00B0P1RP10.

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

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

1 May 2025

RECOMMENDED CASH ACQUISITION OF

TRAKM8 HOLDINGS PLC

BY

BRILLIAN UK LIMITED

(a company within the Omegro portfolio and wholly-owned, indirectly, by
Constellation Software Inc.)

 

to be effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006

            Introduction

The boards of directors of Brillian UK Limited ("Brillian UK") and Trakm8
Holdings plc ("Trakm8") are pleased to announce that they have reached
agreement on the terms and conditions of a recommended cash offer by Brillian
UK for the entire issued, and to be issued, ordinary share capital of Trakm8
(the "Acquisition"). The Offer is to be implemented by means of a scheme of
arrangement under Part 26 of the Companies Act 2006.

            The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out in Appendix 1 to this Announcement and the full
terms and conditions to be set out in the Scheme Document, Trakm8 Shareholders
will be entitled to receive a total consideration of:

for each Trakm8 Share: 9.5 pence in cash (the "Consideration")

The Consideration values the entire issued, and to be issued, ordinary share
capital of Trakm8 at £7,761,822 and represents a premium of approximately:

·      280 per cent. to the closing price of 2.50 pence per Trakm8 Share
on 30 April 2025 (being the last Business Day prior to the commencement of the
Offer Period);

·      302 per cent. to the volume-weighted average price of 2.36 pence
per Trakm8 Share for the one-month period ended 30 April 2025 (being the last
Business Day prior to the commencement of the Offer Period);

·      186 per cent. to the volume-weighted average price of 3.33 pence
per Trakm8 Share for the three-month period ended 30 April 2025 (being the
last Business Day prior to the commencement of the Offer Period); and

·      103 per cent. to the volume-weighted average price of 4.68 pence
per Trakm8 Share for the six- month period ended 30 April 2025 (being the last
Business Day prior to the commencement of the Offer Period).

It is intended that the Acquisition will be implemented by way of a Scheme
(although Brillian UK reserves the right to effect the Acquisition by way of
an Offer, subject to the consent of the 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.

The Trakm8 Shares will be acquired pursuant to the Acquisition fully paid and
free from all liens, charges, equities, encumbrances, rights of pre-emption
and any other interest of any nature whatsoever and together with all rights
attaching thereto, including without limitation voting rights and the rights
to receive and retain in full all dividends and distributions (if any)
announced, declared, made or paid with a record date on or after the Scheme
Record Time.

            Recommendation

The Trakm8 Directors, who have been so advised by Allenby Capital 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 Trakm8 Directors,
Allenby Capital has taken into account the commercial assessments of the
Trakm8 Directors. Allenby Capital is providing independent financial advice to
the Trakm8 Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Trakm8 Directors intend to recommend unanimously that
Trakm8's Shareholders vote in favour of the Scheme at the Court Meeting and
the Resolutions to be proposed at the General Meeting as the Trakm8 Directors
have irrevocably undertaken to do in respect of their own beneficial holdings
(and the beneficial holdings of their close relatives and related trusts),
being, in aggregate, 11,549,793 Trakm8 Shares (representing approximately
23.11 per cent. of the existing issued ordinary share capital of Trakm8) as at
30 April 2025 (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.

            Considerations for the Recommendation

·       The two key markets in which Trakm8 provides its products and
services are insurance & automotive as well as fleet & optimisation.
The Group's strategy within these markets has been to:

·      Increase market share through more device sales, more connections
and higher service fees;

·      Deliver a cutting-edge and higher margin solutions portfolio
through a focus on fewer significant projects; and

·      Streamline internal operations.

·       While the fleet & optimisation business has continued to
show progress, the recovery in the insurance & automotive business has
continued to be impacted by a slow recovery in capacity and policy sales in
the UK vehicle insurance industry. Coupled with customers running down
existing stock, this has impacted new device sales and pricing while the
reduction in insurance connections has impacted recurring revenue.

·       As noted in Trakm8's trading update on 19 March 2025,
conditions in the insurance market continue to remain poor. It was also noted
that this, coupled with an anticipated material optimisation contract no
longer being forthcoming, meant that the Trakm8 Directors now expect revenues
for the year ended 31 March 2025 to be just under ten per cent. lower than
those reported for the financial year ended 31 March 2024, with a
consequential impact on profitability.

·       It is against this backdrop, and the resultant challenging
forecasting conditions, that the Trakm8 Directors have been considering the
financial terms of the Acquisition and determining whether they reflect an
appropriate valuation of Trakm8 and its future prospects.  The Trakm8
Directors took into account a number of factors, including that:

·      the cash value per Trakm8 Share to be received pursuant to the
Acquisition represents an attractive premium of 280 per cent. to the closing
price of 2.50 pence per Trakm8 Share on 30 April 2025 (being the last Business
Day before the commencement of the Offer Period).  In addition, the
Acquisition represents premia of 302 per cent., 186 per cent. and 103 per
cent. to the volume weighted average price in the one, three and six-month
periods ended 30 April 2025 respectively;

·      the Acquisition provides Trakm8 Shareholders with the opportunity
to realise an immediate and certain cash value. The Trakm8 Directors recognise
that the market in Trakm8 Shares is relatively illiquid, with average daily
volumes traded during the twelve-month period ended 31 March 2025 being only
18,403 Trakm8 Shares. This makes it challenging for Trakm8 Shareholders to
monetise their holdings should they so wish. The Acquisition therefore
provides the opportunity for Trakm8 Shareholders to realise the entire value
of their investment in cash at a certain, fair and reasonable value;

·      the certainty of the value provided by the Acquisition should be
weighed against the uncertainty of the delivery of future value that exists in
Trakm8's business.  While the Trakm8 Board believes in the Group's strategic
direction, it is cautious as to the pace at which Trakm8 will be able to
deliver its stated strategy and the associated value to Trakm8 Shareholders.
Key areas of uncertainty in the execution of Trakm8's delivery of value over
the longer-term include the timing of the macroeconomic cycle and its
susceptibility to external shocks and influences, the pace of recovery in the
insurance sector which is an important component of Trakm8's business, the
timing of substantial Optimisation contracts, and the potential threats in the
industry (including the emergence and path of artificial intelligence (AI),
lower customer demand, as well as software consolidation); and

·      the delivery of the Group's stated strategy could be both slower
and increasingly uncertain without further capital funding, which will be
challenging to raise in the public markets at the current share price without
materially diluting existing shareholders. It should be noted that the
company's last two fundraises were via Trakm8 Convertible Loan Note
instruments, mainly from existing shareholders and directors of the Group. The
Trakm8 Directors believe that the new ownership structure and choice of
partner will facilitate clear strategic benefits to Trakm8's internal and
external stakeholders. The Trakm8 Directors believe that Brillian UK is
strongly positioned to support Trakm8 with the next phase of its growth,
providing access to capital to further advance its technological capabilities,
foster growth and innovate in its core service areas. In addition, as a
private company, Trakm8 should be better able to develop its business away
from the parameters of operating in public markets, and its associated costs.

·       The Trakm8 Directors have also considered Brillian UK's stated
intentions for the business, management and employees and other stakeholders
of Trakm8.

·       Following careful consideration of the financial terms of the
Acquisition, the combination of value and certainty that the terms of the
Acquisition provide to Trakm8 Shareholders, and the factors noted above, the
Trakm8 Directors intend to recommend unanimously the terms of the Acquisition
to Trakm8 Shareholders.

            Background to and reasons for the Acquisition

Further to Trakm8's Trading Update announced on 19 March 2025, despite
achieving important sales milestones in the first half of the financial year,
Trakm8 expects revenues in the year ended 31 March 2025 to be just under ten
per cent. lower than those reported for the previous financial year. Based on
this update, Trakm8's revenues will have declined in the last two years, with
a consequential impact on profitability.

Despite the foregoing, Brillian UK believes that Trakm8 has developed a strong
position in the UK market for technology solutions in fleet management,
insurance telematics, optimisation and vehicle camera systems, thus enabling
Trakm8 to offer a diversified range of solutions to its customers, underpinned
by a trusted brand, client-centric culture and technology-enabled processes.

In order to capitalise on the opportunity that Trakm8 offers, Brillian UK
believes that Trakm8 would benefit from transitioning to private ownership
with the support of a growth-focused shareholder, which can provide the
capital and long-term view of value creation to enable the management team to
continue to invest in Trakm8's capabilities.

Brillian UK is attracted to Trakm8's potential to grow - both organically and
through potential future acquisitions - across its core product offerings and
believes it presents a significant opportunity for expansion and innovation.
Brillian UK will seek to drive improved profitability with a focus on growing
Trakm8's recurring revenue.

Transitioning to Brillian UK's ownership will provide Trakm8 and its
management team the flexibility to take long-term decisions to return Trakm8
to profitable growth, whilst also providing strategic support and leveraging
strong industry expertise to develop new growth areas and operational
expertise to drive greater efficiency.

            Information relating to Brillian UK and Constellation
Software Inc.

Brillian UK is a private company incorporated in England, whose ultimate
parent is CSI, a Canadian company listed on the Toronto Stock Exchange (TSX:
CSU) with a market capitalisation of c.  CAD91.7 billion (c. £50.7 billion).

CSI is a provider of market-leading software and services to industries across
the globe. Founded in 1995, CSI is an international provider of market-leading
software and services to several industries. CSI has generated significant
cash flows and revenue growth since its inception. This financial foundation
allows CSI to provide Omegro, a portfolio within Volaris, one of CSI's six
autonomous operating groups with capital to invest in companies and resources
to grow these businesses for the long-term.

As a publicly traded company, CSI is a transparent and reliable financial
partner that can help further strengthen the credibility of Trakm8's business
and instil confidence in its stakeholders.

            Information relating to Trakm8

Trakm8 is a public limited company incorporated in England and Wales and
quoted on AIM.

Trakm8 is a provider of technology solutions for fleet management, insurance
telematics, optimisation and vehicle camera systems. Its technology offerings
are adaptable for fleet management, insurance telematics, optimisation and
vehicle camera systems.

Trakm8 leverages proprietary technology through its intellectual property,
utilising artificial intelligence data analytics derived from its network of
installed telematics units. This data helps refine the algorithms that drive
its solutions, which track driver behaviour, detect crash incidents, and
monitor vehicle health, providing actionable insights to enhance security and
operational efficiency for corporate fleets and private drivers. The product
range includes a data analytics and reporting platform (Trakm8 Insight),
integrated telematics, cameras, optimisation tools, self-installable
telematics units, and various other devices. This comprehensive portfolio
delivers full telematics solutions, including dashboard cameras that allow
customers to capture driving incidents and reduce accident risks.

For the six months ended 30 September 2024, the Group reported unaudited
revenues of £8,312,000 and adjusted profit before tax of £15,000 (as set out
in the Group's announcement on 5 December 2024).

            Irrevocable undertakings

In total, Brillian UK has procured irrevocable undertakings to vote (or, where
applicable, procure voting) in favour of the Scheme at the Court Meeting and
the Resolutions to be proposed at the General Meeting (or in the event that
the Acquisition is implemented by an Offer, to accept or procure acceptance of
such Offer) in respect of, in aggregate, 26,879,598 Trakm8 Shares,
representing approximately 53.79 per cent. of the existing issued ordinary
share capital of Trakm8 as at 30 April 2025 (being the last Business Day prior
to this Announcement).

The Trakm8 Directors have irrevocably undertaken to vote (or, where
applicable, procure voting) in favour of the Scheme at the Court Meeting and
the Resolutions to be proposed at the General Meeting (or in the event that
the Acquisition is implemented by an Offer, to accept or procure acceptance of
such Offer) in respect of their own beneficial holdings (and have undertaken
to procure that their close relatives and related trusts do so in respect of
their respective beneficial holdings) totalling 11,549,793 Trakm8 Shares in
aggregate, representing approximately 23.11 per cent. of the existing issued
ordinary share capital of Trakm8 as at 30 April 2025 (being the last Business
Day prior to the date of this Announcement).

Additionally, the Non-Director Shareholders have irrevocably undertaken to
vote (or, where applicable, procure voting) in favour of the Scheme at the
Court Meeting and the Resolutions to be proposed at the General Meeting (or in
the event that the Acquisition is implemented by an Offer, to accept or
procure acceptance of such Offer) in respect of their own beneficial holdings
(and have undertaken to procure that their close relatives and related trusts
do so in respect of their respective beneficial holdings) totalling 15,329,805
Trakm8 Shares in aggregate, representing approximately 30.67 per cent. of the
existing issued ordinary share capital of Trakm8 as at 30 April 2025 (being
the last Business Day prior to the date of this Announcement).

Further details of these irrevocable undertakings (including the circumstances
in which they cease to be binding) are set out in Appendix 3 to this
Announcement.

            Financing of the Acquisition

The Consideration payable by Brillian UK under the terms of the Acquisition is
to be financed out of the existing cash resources of CSI with such funds to be
provided to Brillian UK through standard intercompany financing arrangements
pursuant to the CSI Intra-Group Loan and Equity Commitment Agreement.

Herax Partners, in its capacity as financial adviser to Brillian UK, is
satisfied that sufficient resources are available to Brillian UK to satisfy in
full the Consideration payable to Trakm8 Shareholders pursuant to the terms of
the Acquisition.

Further information on the financing of the Acquisition will be set out in the
Scheme Document.

            Offer-related Arrangements

10.1      Confidentiality Agreement

Brillian UK and Trakm8 have entered into a confidentiality agreement dated 18
December 2024 (the "Confidentiality Agreement"), pursuant to which each party
has undertaken, amongst other things, to: (i) keep confidential certain
information relating to the proposed Acquisition and not to disclose it to
third parties (other than certain permitted parties) unless required, amongst
other things, by law or regulation; and (ii) use the confidential information
only for certain permitted purposes, including the evaluation, negotiation,
implementation or financing of the Acquisition.

These confidentiality obligations will remain in force until the earlier of:
(i) 12 months from the date of the Confidentiality Agreement; and (ii)
completion of the Acquisition. The Confidentiality Agreement further includes
customary non-solicitation and non-contact undertakings.

10.2      Co-operation Agreement

Brillian UK and Trakm8 have entered into a Co-operation agreement dated 30
April 2025 (the "Co-operation Agreement"), pursuant to which Brillian UK and
Trakm8 have, amongst other things, agreed to cooperate in relation to
obtaining any approvals, consents, clearances, permissions, confirmations,
comfort letters and waivers as may be necessary, 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. In
addition, Brillian UK has agreed to provide Trakm8 with certain information
for the purposes of the Scheme Document and to otherwise provide assistance
which may reasonably be required with the preparation of the Scheme Document.
The Co-operation Agreement also includes provisions relating to the right of
Brillian UK to implement the Acquisition by way of an Offer.

The Co-operation Agreement will be terminated in certain circumstances
including, amongst other things: (i) if Brillian UK and Trakm8 agree in
writing at any time prior to the Effective Date; (ii) if the Effective Date
has not occurred by the Long Stop Date; (iii) upon written notice served by
Brillian UK where (a) the Trakm8 Directors recommend a competing proposal, or
(b) a competing offer completes, becomes effective or becomes, or is declared,
unconditional; (iv) upon written notice served by Brillian UK if the Trakm8
Directors' recommendation in relation to the Acquisition is withdrawn or
adversely modified; (v) if the Scheme and/or the Resolutions are not approved
at the Meetings and/or the Court definitively refuses to sanction the Scheme
or grant the Scheme Court Order at the Court Sanction Hearing, or (b) the
Meetings or the Court Sanction Hearing is/are not held on or before the
expected date of such meeting or hearing as set out in the Scheme Document;
(vi) upon written notice served by Brillian UK  where, prior to the Long Stop
Date: (a) any Condition which has not been waived is (or has become) incapable
of satisfaction by the Long Stop Date and, notwithstanding that it has the
right to waive such Condition, Brillian UK has confirmed in writing that it
will not do so, and/or (b) any Condition which is incapable of waiver has
become incapable of satisfaction by the Long Stop Date, in each case in
circumstances where the invocation of the relevant Condition (or confirmation
that the Condition is incapable of satisfaction, as appropriate) is permitted
by the Panel; and/or (vii) if the Scheme (or the Offer as the case may be) is
withdrawn or lapses in accordance with its terms prior to the Long Stop Date
and with the permission of the Panel (other than in circumstances where such
withdrawal or lapse is as a result of the Acquisition being implemented by way
of an Offer, or where, within 5 Business Days, it relates to the announcement
of a revised offer made by Brillian UK (or a person acting in concert with
Brillian UK) pursuant to Rule 2.7 of the Takeover Code to implement the
Acquisition by a different offer or scheme on substantially the same or
improved terms).

            Disclosure of Interests in Trakm8

Except for the irrevocable commitments referred to in paragraph 8 above, as at
close of business on 30 April 2025 (being the last Business Day prior to the
date of this Announcement) neither Brillian UK, nor any of its directors, nor,
so far as Brillian UK is aware, any person acting in concert (within the
meaning of the Takeover Code) with Brillian UK has:

a)       any interest in, or right to subscribe for, any relevant
securities of Trakm8;

b)       any short positions in respect of relevant securities of Trakm8
(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)       any dealing arrangement of the kind referred to in Note 11 on
the definition of acting in concert in the Takeover Code in relation to Trakm8
Shares or in relation to any securities convertible or exchangeable into
Trakm8 Shares; nor

d)       borrowed or lent any relevant securities of Trakm8 or entered
into any financial collateral arrangements relating to such securities.

'Interests in securities' for these purposes arise, 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.

In the interests of secrecy prior to the release of this Announcement, it has
not been possible for Brillian UK to make enquiries of all of its concert
parties in advance of release of this Announcement. Therefore, if Brillian UK
becomes aware, following the making of such enquiries, that any of its concert
parties have any such interests in relevant securities of Trakm8, details in
respect of that will be included in Brillian UK's Opening Position Disclosure
in accordance with Rule 8.1(a) and Note 2(a)(i) to Rule 8 of the Takeover
Code.

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

12.1      Brillian UK's strategic plans for Trakm8

Omegro is a people first, buy and grow acquirer of software companies looking
for businesses seeking a permanent and safe home to continue their legacy. It
aims to provide long-term sustainable growth for its people, their businesses,
and their stakeholders, and boasts an existing and well-established focus on
the fleet management and telematics sectors. The proposed acquiring entity in
Omegro, Brillian UK Limited, is the investment holding company within Omegro
owning Omegro's UK investments.

The fleet management vertical is a core sector for Omegro. Software companies
within the fleet management industry are well-integrated with their customers,
offer niche products and can be reliable sources of recurring revenue. Trakm8
will fit well into Omegro's strategy to build an increased presence in this
vertical across multiple geographies and Omegro sees future growth potential
in the UK market.

It is intended that, subject to the Acquisition becoming Effective, an
application will be made to the London Stock Exchange to cancel trading in
Trakm8 Shares on AIM and to re-register it as a private limited company, to
take effect shortly after the Effective Date.

Brillian UK considers that Trakm8's ongoing development would be well served
under Omegro (a portfolio within Volaris) and, indirectly, CSI, ownership and
management. Trakm8 will continue to be run as standalone company by Brillian
UK and will retain the current Trakm8 brand. This is in line with Brillian
UK's decentralized operating model.

Upon the Acquisition becoming Effective or being declared wholly
unconditional, Brillian UK intends to invest further capital to strengthen the
balance sheet and working capital position of Trakm8. This investment will
include the repayment of certain secured and unsecured creditors of Trakm8. As
a result of the reduced liability position, this capital is expected to have a
positive impact on the free cash flow of Trakm8 and allow it to invest further
for growth in the years ahead.

Omegro's general post-acquisition decentralised operating model is based on:

·      best practice sharing; monitoring performance and improving
operations of the acquired business by adopting operating ratios and metrics
which allow Omegro to appropriately match costs to revenues, including by
making targeted improvements to sales and marketing, research and development
and general and administration costs;

·      decentralisation; applying a decentralised management structure
by ensuring an experienced management team with strong customer relationships
and deep market knowledge operates the acquired business and providing them
with financial and strategic expertise with respect to capital allocation,
acquisitions, finance, tax, compensation and talent recruitment; and

·      growth; building the acquired business over the long term through
organic and acquired profitable growth.

Upon the Acquisition becoming Effective or being declared wholly unconditional
and Brillian UK obtaining access to Trakm8 and its employees, Brillian UK will
commence a strategic review of Trakm8's strategy and operations within an
anticipated timeframe of eight to twelve weeks. This strategic review process
will be led by the Omegro leadership team, in close collaboration with Trakm8
management, and will focus on four main questions: (1) how can management
improve the sales and marketing activities to return Trakm8  to sustainable
growth; (2) how can management  improve hardware cost of sales and the
current margin associated with Trakm8's manufacturing division, with
consideration of whether outsourcing elements of the manufacturing function
could achieve the desired improvement; (3) how can management optimise
Trakm8's research and development function to improve return on investment and
(4) how can management generate further corporate cost savings to improve
profitability.

Subject to completion of the strategic review, Brillian UK estimates that
Trakm8's potential initial savings from becoming a private company, saving of
corporate governance and compliance costs, and certain cost synergies
resulting from becoming part of CSI could be up to £1.0m. Such savings are
expected to be generated from beneficial negotiated pricing and available
infrastructure in areas such as hosting, corporate insurance, public company
listing fees and advisory fees.

The strategic review will include at least the following: a bottom-up review
of the organisational structure and roles; assessment of the sales and
marketing function including the routes to market and marketing return on
investment; review of the manufacturing and the research and development
functions; and a detailed review of existing corporate costs.

12.2      Employees and management

Trakm8 boasts a highly skilled and dedicated team that has played a pivotal
role in transforming the company into one of the UK's leading technology
providers for fleet management.

Brillian UK acknowledges the strong customer relationships and deep market
knowledge of Trakm8's leadership and management teams and recognises the
critical contribution they have and will continue to make to Trakm8's
continued success post-Acquisition.  After serving a long and successful
term, John Watkins has decided to step down from his role as Trakm8's
Executive Chairman and as an officer of Trakm8, effective on completion of the
Acquisition. He will continue to be an employee of the business for a three to
six month transition period following completion of the Acquisition. Brillian
UK will appoint an interim managing executive to act as interim CEO and
support the management team during Brillian UK's post-Acquisition strategic
review process, whereafter a permanent appointment can be considered.

It is Brillian UK's intention that the remaining members of Trakm8's existing
management team will remain in place upon completion of the Acquisition and
will play an important role in the post-Acquisition strategic review process
Brillian UK will complete in respect of Trakm8. In line with Brillian UK's
decentralised operating model, this team will be instrumental in driving
Trakm8's future success, helping to achieve its vision and unlock its full
growth potential.

As indicated in paragraph 5 above, the Trakm8 Directors have indicated that
expected revenues for the year ended 31 March 2025 will be below the prior
financial year, with a consequential impact on profitability. In response to
the challenging market conditions referred to above, the Trakm8 Board has been
focussed on several cost reduction initiatives including the recently
completed reduction in headcount and payroll costs, with 18 roles eliminated
(amounting to 15 per cent. of the workforce).

Brillian UK will work with Trakm8's COO and CFO to assess the impact of those
changes and how that aligns to the long-term strategy. Subject to the outcome
of the strategic review and ongoing market conditions, Brillian UK will
continue to pursue these outcomes to help return the business to
profitability, which may involve further cost savings including further
headcount reductions. Brillian UK does not intend that any such further
headcount reductions would be material unless the impact of the recent Trakm8
headcount reductions, and other measures identified as part of Brillian UK's
strategic review of Trakm8 post-Acquisition, are insufficient to (1) improve
the sales and marketing activities to return Trakm8  to sustainable growth;
(2) optimise Trakm8's manufacturing and R&D functions to improve ROI; and
(3) generate further corporate cost savings to improve profitability (as
referred to above in paragraph 12.1 (Brillian UK's strategic plans for
Trakm8).  As a result, any such further headcount reductions that may be
required would most likely be in the areas of sales, marketing, manufacturing
or research and development.

Save as set out above, Brillian UK does not intend that there will be further
headcount reductions as a result of the Acquisition.

Brillian UK reaffirms its commitment that, upon completion of the Acquisition,
the existing contractual and statutory rights, including pension obligations,
as well as the terms and conditions of employment for Trakm8's COO and CFO,
and its employees, will be fully protected in compliance with applicable law.

Save as set out above, Brillian UK has no intention of altering the balance of
skills and responsibilities within Trakm8's management and workforce. However,
Brillian UK will assess Trakm8's employment terms, conditions and policies and
assist Trakm8 management to align those terms, conditions and policies with
their business strategy as required. Any such alignment will only take place
following comprehensive consultation with affected employees and their
representatives.

Brillian UK expects the non-executive directors of Trakm8 will resign as
directors upon completion of the Acquisition, together with John Watkins who
is currently also serving as Executive Chairman.

12.3      Incentivisation arrangements

Following completion of the Acquisition, Brillian UK plans to establish
incentivisation arrangements for Trakm8's managers and employees. The
objective of CSI's annual incentive bonus, which is generally available to
Omegro employees, is to reward employees for working towards the goal of
increasing shareholder value, believed to be created by managing two financial
components over the long term: profitability and growth. As such, the CSI
corporate bonus plan, which compensates employees at all levels of the
organisation, is based upon return on invested capital and net revenue growth.
However, Brillian UK has not yet entered into any such arrangements with
members of Trakm8's management or employees, nor has it engaged in discussions
regarding the terms of these arrangements. Brillian UK will not commence such
discussions before the Acquisition is finalised.

12.4      Pension schemes

No member of the Wider Trakm8 Group participates in any defined benefit
pension schemes.

As described above, Brillian UK will abide by the existing contractual and
statutory rights of members of Trakm8's defined contribution pension schemes
which will be fully safeguarded in accordance with applicable law.

12.5      Locations of business, headquarters, headquarter functions,
fixed assets and research and development

Brillian UK has no current plans to change the location of Trakm8's places of
business beyond any normal estate management in the ordinary course of
business of the Group. Post Acquisition, Trakm8 will continue to be
headquartered in Coleshill and Trakm8's existing lease arrangements and
obligations will continue following completion of the Acquisition.

Brillian UK will assess the long-term feasibility of retaining Trakm8's second
location at Shaftesbury. In its experience, businesses of Trakm8's size with
similar operating models and a significant number of employees who can and do
work-from-home most days, often benefit from attending at a single location
for the purposes of collaboration and innovation. Brillian UK believes Trakm8
may be better served by having all main business functions together to promote
business development. This potential change will be suggested and assessed as
part of the post-Acquisition strategic review. Brillian UK understands several
of the employees based at the Shaftesbury location work on a remote or hybrid
basis.

Brillian UK has no intention to redeploy the fixed assets of Trakm8. Save as
provided above, Brillian UK has no current plans to make any changes to
Trakm8's research and development function.

12.6      Trading facilities

The Trakm8 Shares are currently admitted to trading on AIM. As set out in
paragraph 17 below, in the event that the Acquisition completes, a request
will be made to the London Stock Exchange to cancel the admission to trading
on AIM of the Trakm8 Shares, and it is intended to re-register Trakm8 as a
private limited company, to take effect from or shortly after the Effective
Date. As stated in paragraph 17, dealings in Trakm8 Shares will be suspended
prior to  the Effective Date and thereafter there will be no trading
facilities in relation to Trakm8 Shares.

12.7      Post-offer undertakings

None of the statements in this paragraph 12 are "post-offer undertakings" for
the purposes of Rule 19.5 of the Takeover Code.

            Trakm8 Share Plans

Trakm8 operates the Trakm8 Share Plans for its employees.
Participants in the Trakm8 Share Plans will be contacted separately regarding the effect of the Scheme on their rights under the Trakm8 Share Plans and with the details of the arrangements applicable to them. However, in summary, options granted under the Trakm8 Unapproved Share Option Plan have exercise prices within a range which is higher than the Consideration being offered by Brillian UK for the Trakm8 Shares. In addition, several of the options granted under the Trakm8 Unapproved Share Option Plan have a performance target for exercise which has not been met. The options granted under the Trakm8 EMI Share Option Plan also have an exercise price higher than the Consideration being offered by Brillian UK for the Trakm8 Shares. Given that no options that remain exercisable have an exercise price lower than the Consideration, no options are expected to be exercised.
In the event of any conflict between the summary set out above and the rules of the relevant Trakm8 Share Plan and/or the communications to participants in the Trakm8 Share Plans regarding the effect of the Scheme on their rights under Trakm8 Share Plans and the details of the arrangements applicable to them (the "Trakm8 Share Plan Notices"), the rules of the relevant Trakm8 Share Plan or the terms of the Trakm8 Share Plan Notices (as the case may be) will prevail.
The Scheme will apply to any Trakm8 Shares which are unconditionally allotted, issued or transferred to satisfy the exercise of options under the Trakm8 Share Plans before the Scheme Record Time. Any Trakm8 Shares allotted, issued or transferred to satisfy the exercise of options under the Trakm8 Share Plans after the Scheme Record Time will, subject to the Scheme becoming Effective and the proposed amendments to the Trakm8 articles of association being approved at the General Meeting, be transferred to Brillian UK for the provision by Brillian UK of the same Consideration as Scheme Shareholders will be entitled to receive under the Scheme.

Further information in respect of the proposed amendments to the Trakm8
articles of association will be set out in the Scheme Document.

            Trakm8 Convertible Loan Notes

As of the date of this Announcement, all Trakm8 Convertible Loan Notes are
outstanding.

The holders of the Trakm8 Convertible Loan Notes will be contacted separately
regarding the effect of the Scheme on the repayment, or conversion, of the
Trakm8 Convertible Loan Notes issued to them and with the details of the
arrangements applicable to them. A summary of the effect of the Scheme on the
outstanding Trakm8 Convertible Loan Notes is set out below.

On 11 April 2025 a deed poll amendment was entered into by Trakm8 (the "CLN
Amendment") in respect of the Trakm8 Convertible Loan Notes. The CLN Amendment
amended the Trakm8 Convertible Loan Notes to ensure that the conversion
mechanics in them are in line with those described in Trakm8's regulatory news
service announcement numbered 0621J and dated 3 April 2024. This reported that
the conversion price for the Trakm8 Convertible Loan Notes issued on 14
September 2022 was amended to be 8.1p to match the conversion price of the
Trakm8 Convertible Loan Notes issued on 2 April 2024.

In the event of any conflict between the summary set out above and the rules
of the Trakm8 Convertible Loan Notes and/or the communications to holders of
the Trakm8 Convertible Loan Notes regarding the effect of the Scheme on their
rights under Trakm8 Convertible Loan Notes and the details of the arrangements
applicable to them (the "Trakm8 Convertible Loan Note Notices"), the rules of
the relevant Trakm8 Convertible Loan Notes or the terms of the Trakm8
Convertible Loan Note Notices (as the case may be) will prevail.

The Scheme will apply to any Trakm8 Shares which are unconditionally allotted,
issued or transferred to satisfy the conversion of the Trakm8 Convertible Loan
Notes before the Scheme Record Time. Any Trakm8 Shares allotted, issued or
transferred to satisfy the conversion of the Trakm8 Convertible Loan Notes
after the Scheme Record Time will, subject to the Scheme becoming Effective
and the proposed amendments to the Trakm8 articles of association being
approved at the General Meeting, be transferred to Brillian UK for the
provision by Brillian UK of the same Consideration as Scheme Shareholders will
be entitled to receive under the Scheme.

Further information in respect of the proposed amendments to the Trakm8
articles of association will be set out in the Scheme Document.

            Opening Position Disclosure

In connection with the Acquisition, Brillian UK will make a public Opening
Position Disclosure setting out details of its interests or short positions
in, or rights to subscribe for, any relevant securities of Trakm8 in
accordance with the Takeover Code.

            The Scheme

It is intended that the Acquisition will be effected by means of the Scheme
between Trakm8 and the Scheme Shareholders (although Brillian UK reserves the
right to implement the Acquisition by way of the Offer, with the consent of
the Panel and subject to the terms of the Co-operation Agreement).

The purpose of the Scheme is to provide for Brillian UK to become the owner of
the entire issued and to be issued share capital of Trakm8. This is to be
achieved by the transfer of the Scheme Shares to Brillian UK, in consideration
for which the Scheme Shareholders shall receive the Consideration due on the
basis set out in paragraph 2 of this Announcement, to be effected pursuant to
the Scheme.

To become Effective, the Scheme must be approved at the Court Meeting by a
majority in number of the Scheme Shareholders present and voting (and entitled
to vote) at such Court Meeting (or the relevant class or classes thereof, if
applicable) who are on the register of members of Trakm8 at the Scheme Voting
Record Time, whether in person or by proxy, representing at least 75 per cent.
of the votes attached to the Scheme Shares cast by those Scheme Shareholders
(or the relevant class or classes thereof, if applicable). The Scheme also
requires the passing at the General Meeting of the Resolutions. The General
Meeting is expected to be held immediately after the Court Meeting. Following
the Meetings and the satisfaction or waiver of the Conditions, the Scheme must
be sanctioned by the Court. Finally, a copy of the Scheme Court Order must be
delivered to the Registrar of Companies for registration, upon which the
Scheme will become Effective.

The Scheme will also be subject to the other Conditions and further terms set
out in Appendix 1 to this Announcement and to the full terms and conditions to
be set out in the Scheme Document.

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 necessary actions to be taken by Trakm8 Shareholders. Subject
to restrictions in respect of Restricted Jurisdictions, the Scheme Document
will be sent to Trakm8 Shareholders and, for information only, to persons with
information rights, holders of options and/or awards granted under the Trakm8
Share Plans, and to the holders of the Trakm8 Convertible Loan Notes as soon
as reasonably practicable, and in any event (save with the consent of the
Panel), within 28 days of this Announcement.

The Scheme is expected to become Effective during the second or third quarter
of the calendar year 2025, subject to the satisfaction or (where applicable)
waiver of the Conditions. If the Scheme does not become Effective on or before
the Long Stop Date, it will lapse and the Acquisition will not proceed (unless
Brillian UK and Trakm8 otherwise agree and the Panel otherwise consents).

As set out in further detail in the Condition in paragraph 2 of Appendix 1,
the Scheme will also lapse if, amongst other things, any of the Court Meeting,
the General Meeting and/or the Court 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: (A) agreed
between Brillian UK and Trakm8; or (B) (in a competitive situation) specified
by Brillian UK with the consent of the Panel, and in either case (if required)
as the Court may allow).

Upon the Scheme becoming Effective: (i) it will be binding on all Trakm8
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); and (ii) share certificates in respect of Trakm8 Shares will cease to
be valid and entitlements to Trakm8 Shares held within the CREST system will
be cancelled. The consideration for the Acquisition pursuant to the
Consideration will be despatched to Trakm8 Shareholders no later than 14 days
after the Effective Date.

Any Trakm8 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 Trakm8's articles of association be amended to incorporate
provisions requiring, among other things and subject to the Scheme becoming
Effective, any Trakm8 Shares issued or transferred after the Scheme Record
Time (other than to Brillian UK and/or its nominees) to be automatically
transferred to Brillian UK (or as Brillian UK may direct) on the same terms as
the Acquisition (other than terms as to timings and formalities). The
provisions of Trakm8's articles of association (as amended) will avoid any
person (other than Brillian UK, its nominees and any person to whom Brillian
UK may direct the transfer of Trakm8 Shares after the Effective Date) holding
and retaining Trakm8 Shares after the Effective Date.

Brillian UK reserves the right to elect to implement the Acquisition by way of
an Offer as an alternative to the Scheme (subject to the Panel's consent and
the terms of the Co-operation Agreement). In such event, the Acquisition 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 Trakm8 Shares to which such Offer relates (or such
other percentage as Brillian UK may, subject to the rules of the Takeover Code
and the terms of the Co-operation Agreement and with the consent of the Panel,
decide); and

(ii) those required by, or deemed appropriate by, Brillian UK under applicable
law, including US securities law). Further, if sufficient acceptances of such
Offer are received and/or sufficient Trakm8 Shares are otherwise acquired, it
is the intention of Brillian UK to apply the provisions of the Companies Act
2006 to acquire compulsorily any outstanding Trakm8 Shares to which such offer
relates.

The Scheme will be governed by English law and will be subject to the
jurisdiction of the Court. The Scheme will be subject to the applicable
requirements of the Takeover Code, the Panel, the London Stock Exchange, AIM
Rules and the Registrar of Companies.

            Cancellation of trading and re-registration

Prior to the Scheme becoming Effective, it is intended that dealings in Trakm8
Shares should be suspended shortly prior to the Effective Date, at a time to
be set out in the Scheme Document. It is intended that an application will be
made to the London Stock Exchange to, subject to the Acquisition becoming
Effective, cancel the admission to trading of Trakm8 Shares on AIM on or
shortly after the Effective Date. It is intended that Trakm8 will be
re-registered as a private limited company and for this to take effect as soon
as practicable on or following the Effective Date.

It is expected that the last day of dealings, and registration of transfers,
in Trakm8 Shares on AIM will be the date of the Court Sanction Hearing and
that no transfers will be registered after 6.00 p.m. (London time) on that
date.

Upon the Scheme becoming Effective, Brillian UK will acquire the Trakm8 Shares
fully paid and free from all liens, charges, equitable interests, encumbrances
and rights of pre-emption and any other interests of any nature whatsoever and
together with all rights attaching thereto including the right to receive and
retain all dividends and distributions declared, made or paid by reference to
a record date after the Effective Date.

            Consents

Each of Allenby Capital and Herax Partners has given and not withdrawn its
consent to the publication of this Announcement with the inclusion herein of
the references to its name in the form and context in which such references
appear.

            Documents available for inspection

Copies of the following documents will, by no later than 12 noon on the
Business Day following the date of this Announcement, be published on Herax
Partners' website (on behalf of Brillian UK) at
https://www.heraxpartners.com/recommendedoffer
(https://www.heraxpartners.com/recommendedoffer) and Trakm8's website at
https://www.trakm8.com/investors/offer-documentation
(https://url.uk.m.mimecastprotect.com/s/fFhlC58k7S0mm77fzfmckvgMr?domain=trakm8.com)
until the end of the offer:

·       this Announcement;

·       the Confidentiality Agreement;

·       the Co-operation Agreement;

·       the CSI Intra-Group Loan and Equity Commitment Agreement;

·       the irrevocable undertakings listed in Appendix 3 to this
Announcement; and

·       the consent letters from each of the financial advisers
referred to in paragraph 18 above.

The contents of the websites referred to in this Announcement are not
incorporated into and do not form 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
to be set out in the Scheme Document. The formal Scheme Document will be sent
to Trakm8 Shareholders within 28 days of this Announcement (or on such later
date as may be agreed between Brillian UK and Trakm8 with the consent of the
Panel). The sources and bases of calculation of certain information contained
in this Announcement are set out in Appendix 2 to this Announcement. Details
of irrevocable undertakings received by Brillian UK are set out in Appendix 3
to this Announcement. Certain terms used in this Announcement are defined in
Appendix 4 to this Announcement.

 Enquiries:
 Trakm8 Holdings plc
 John Watkins, Executive Chairman                                             Tel: 01675 434 200
 Jon Edwards, Chief Financial Officer
 Allenby Capital (Nominated Adviser, Financial adviser and Broker to Trakm8)  Tel: 020 3328 5656
 David Hart, Corporate Finance                                                www.allenbycapital.com
 Vivek Bhardwaj, Corporate Finance
 Brillian UK
  Lynne Salmon, Chief Marketing Officer at Omegro                             Tel: +61 432 421 408
  Ryan Hill, Vice President, Global Communications at Volaris Group Inc       Tel: +1 416-831-0305.
 Herax Partners LLP (Financial adviser to Brillian UK)
 Angus MacPherson, Corporate Finance                                          Tel: 020 7016 6177
 Pascal Wiese, Corporate Finance                                              Tel: 020 7399 1686

 

Fox Williams LLP is acting as legal adviser to Brillian UK in connection with
the Acquisition.

Wansbroughs LLP is acting as legal adviser to Trakm8 in connection with the
Acquisition.

Important notices relating to financial advisers and nominated adviser

Herax Partners LLP ("Herax Partners"), which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting exclusively
for Brillian UK and for no-one else in connection with the Acquisition and
will not regard any other person as its client in relation to the Acquisition
and will not be responsible to anyone other than Brillian UK for providing the
protections afforded to clients of Herax Partners, nor for providing advice in
relation to any matter referred to in this Announcement. Neither Herax
Partners nor any of its affiliates, respective directors, officers, employees
and agents owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Herax Partners in connection
with the matters referred to in this Announcement, or otherwise. No
representation or warranty, express or implied, is made by Herax Partners as
to the contents of this Announcement.

Allenby Capital Limited ("Allenby Capital"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Trakm8 and for no one else in connection with the matters set
out in this Announcement and will not regard any other person as its client in
relation to the matters referred to in this Announcement and will not be
responsible to anyone other than Trakm8 for providing the protections afforded
to clients of Allenby Capital, nor for providing advice in relation to the
contents of this Announcement or any other matter referred to in this
Announcement. Neither Allenby Capital nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Allenby Capital in connection with the matters
referred to in this Announcement, or otherwise. No representation or warranty,
express or implied, is made by Allenby Capital as to the contents of this
Announcement.

Further information

This Announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or inducement to sell or an
invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of an offer to buy any
securities, any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. 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 an Offer, the Offer Document), which will contain the
full terms and conditions of the Acquisition, including details of what action
is required from Trakm8 Shareholders in respect of the Acquisition. Any
decision in respect of, or other response to, the Acquisition should be made
only on the basis of the information in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the Offer Document).

Trakm8 and Brillian UK shall prepare the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the Offer Document) to be
distributed to Trakm8 Shareholders. Trakm8 and Brillian UK urge Trakm8
Shareholders to read the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the Offer Document) in its entirety when it
becomes available because it will contain important information relating to
the Acquisition.

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

Brillian UK reserves the right to elect to implement the Acquisition by way of
an Offer as an alternative to the Scheme (subject to the Panel's consent and
the terms of the Co-operation Agreement). In such event, the Acquisition will
be implemented on substantially the same terms, so far as applicable, as those
which will 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 Trakm8 Shares to which such Offer relates (or such
other percentage as Brillian UK may, subject to the rules of the Takeover Code
and the terms of the Co-operation Agreement and with the consent of the Panel,
decide); and (ii) those required by, or deemed appropriate by, Brillian UK
under applicable law, including US securities law). Further, if sufficient
acceptances of such Offer are received and/or sufficient Trakm8 Shares are
otherwise acquired, it is the intention of Brillian UK to apply the provisions
of the Companies Act 2006 to acquire compulsorily any outstanding Trakm8
Shares to which such offer relates.

Overseas Shareholders

This Announcement has been prepared in accordance with and for the purpose of
complying with the laws of England and Wales, the Takeover Code, the Market
Abuse Regulation, the AIM 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 England.

The release, publication or distribution of this Announcement in or into
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves of, and observe, any
applicable requirements of their jurisdictions. Any failure to comply with
such requirements may constitute a violation of the securities laws of any
such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person.

The availability of the Acquisition to Trakm8 Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in and citizens of the United Kingdom
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions. In particular, the ability of persons who
are not resident in and citizens of the United Kingdom to vote their Trakm8
Shares with respect to the Scheme at the Court Meeting, or to execute and
deliver forms of proxy appointing another person to vote at the Court Meeting
on their behalf, may be affected by the laws of the relevant jurisdictions in
which they are located. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such jurisdiction. To
the fullest extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.

Unless otherwise determined by Brillian UK or required by the Takeover Code,
and permitted by applicable law and regulation, participation in the
Acquisition will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the 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. Accordingly, copies of this Announcement and any formal
documentation relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction and persons receiving this
Announcement and all such documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in, into or from any Restricted Jurisdiction. Doing so
may render invalid any related purported vote in respect of the Acquisition.
If the Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be made
directly or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, 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 Offer shall not be capable of acceptance
by any such use, means, instrumentality or facilities.

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

Notice to US investors in Trakm8

Trakm8 Shareholders in the United States should note that the Acquisition
relates to the shares of an English company with a quotation on AIM and is
proposed to be made by means of a scheme of arrangement provided for under,
and governed by, the laws of England and Wales.

Neither the proxy solicitation nor the tender offer rules under the US
Exchange Act will apply to the Scheme. Moreover, the Scheme will be subject to
the disclosure and procedural requirements and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the disclosure
requirements of US tender offer and proxy solicitation rules. If, in the
future, Brillian UK exercises the right to implement the Acquisition by way of
an Offer and determines to extend the offer into the United States, the
Acquisition will be made in compliance with applicable United States laws and
regulations, including any applicable exemptions under the US Exchange Act.
Such an Offer would be made in the United States by Brillian UK and no one
else. In accordance with normal United Kingdom practice and consistent with
Rule 14e-5 under the US Exchange Act, Brillian UK, certain affiliated
companies and the nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in Trakm8 outside such Offer
during the period in which such Offer would remain open for acceptance. If
such purchases or arrangements to purchase were to be made they would be made
outside the US either in the open market at prevailing prices or in private
transactions at negotiated prices and would comply with applicable law,
including, to the extent applicable, the US Exchange Act. Any information
about such purchases will be disclosed as required in the United Kingdom, will
be reported to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com.
(http://www.londonstockexchange.com/)

The financial information included in this Announcement and the Scheme
Document (or, if the Acquisition is implemented by way of an Offer, the Offer
Document) has been or will have been prepared in accordance with accounting
standards applicable in the United Kingdom and thus may not be comparable to
the financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the United States.

The receipt of consideration by a US holder for the transfer of its Trakm8
Shares pursuant to the Acquisition may be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as well as non-US
and other, tax laws. Each Trakm8 Shareholder is urged to consult their
independent professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable US federal,
state and local, as well as non-US and other, tax laws.

It may be difficult for US holders of Trakm8 Shares to enforce their rights
and any claim arising out of the US federal laws or to enforce against them a
judgment of a US court predicated upon the securities laws of the United
Kingdom, since Brillian UK and Trakm8 are incorporated in a non-US
jurisdiction, and some or all of their officers and directors may be residents
of countries other than the United States. US holders of Trakm8 Shares may not
be able to sue a non-US company or its officers or directors in a non-US court
for violations of the 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 jurisdiction or judgement.

Cautionary note regarding forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Brillian UK and Trakm8 contain certain statements
which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Brillian UK and/or Trakm8 (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", "hope", "aims", "continue", "will",
"may", "should", "would", "could", or other words of similar meaning or
derivatives thereof. These statements are based on assumptions and assessments
made by Trakm8 and/or Brillian UK 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 Trakm8 nor Brillian UK
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.

Dealing and opening position disclosure requirements

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

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company; and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (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 Panel's website at
www.thetakeoverpanel.org.uk, (http://www.thetakeoverpanel.org.uk/) including
details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on

+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
and other documents required to be published under Rule 26 of the Takeover
Code will be made available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Trakm8's website at
https://www.trakm8.com/investors/offer-documentation
(https://url.uk.m.mimecastprotect.com/s/fFhlC58k7S0mm77fzfmckvgMr?domain=trakm8.com)
 and Herax Partner's website (on behalf of Brillian UK) at
https://www.heraxpartners.com/recommendedoffer, in each case by no later than
12 noon (London time) on the first Business Day following the date of this
Announcement. For the avoidance of doubt, neither the contents of these
websites nor any website accessible from hyperlinks is incorporated into or
forms part of this Announcement.

No profit forecasts, profit estimates or quantified benefits statements

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 future earnings per share of, or dividends or future dividends per share
of, Trakm8 for the current or future financial years will necessarily match or
exceed the historical published earnings or earnings per share or dividends
per share of Trakm8.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Trakm8 Shareholders,
persons with information rights, participants in Trakm8 Share Plans, and the
holders of the Trakm8 Convertible Loan Notes may request a hard copy of this
Announcement by contacting Trakm8's registrars, Neville Registrars, between
9.00 a.m. to 5.00 p.m. (London time) Monday to Friday (except public holidays
in England and Wales) on 0121 585 1131 if calling from the United Kingdom, or
+44 (0) 121 585 1131 if calling from outside the United Kingdom or by
submitting a request in writing to Neville Registrars, Neville House,

Steelpark Road, Halesowen, B62 8HD. Calls are charged at the standard
geographical rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Please note that Neville
Registrars 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 Takeover Code, such persons may
also request that all future documents, announcements and information to be
sent to them in relation to the Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by Trakm8 Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Trakm8 may
be provided to Brillian UK during the Offer Period as required under Section 4
of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

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.

General

If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Brillian UK intends to exercise its rights to apply the provisions
of Chapter 3 of Part 28 of the Companies Act 2006 so as to acquire
compulsorily the remaining Trakm8 Shares in respect of which the Offer has not
been accepted.

Investors should be aware that Brillian UK may purchase Trakm8 Shares
otherwise than under any Offer or the Scheme, including pursuant to privately
negotiated purchases.

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 appropriate authorised
independent financial adviser.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Trakm8 confirms that, as at
30 April 2025 (being the last Business Day prior to this Announcement), it had
in issue 49,975,002 ordinary shares of £0.01 (one penny) each (excluding the
Treasury Shares). The ISIN for the ordinary shares is GB00B0P1RP10.

 

APPENDIX 1

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION

Part A: Conditions to the Scheme and Acquisition

Long Stop Date

1.       The Acquisition is conditional upon the Scheme becoming
unconditional and becoming Effective, subject to the provisions of the
Takeover Code, by no later than 11.59 p.m. on the Long Stop Date or such later
date (if any) as Brillian UK and Trakm8 may, with the consent of the Panel,
agree and (if required) the Court may allow.

Conditions of the Scheme

2.       The Scheme will be conditional upon:

(a)      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 Trakm8 (or the relevant class or classes thereof, if applicable) at
the Scheme Voting Record Time, present and voting (and entitled to vote),
either in person or by proxy, at the Court Meeting and at any separate class
meeting(s) which may be required by the Court or at any adjournment of any
such meeting; and (ii) such Court Meeting and any separate class meeting(s)
which may be required by the Court 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 as may be: (A) agreed between Brillian UK and
Trakm8; or (B) (in a competitive situation) specified by Brillian UK with the
consent of the Panel, and in either case (if required) as the Court may
allow);

(b)      the Resolutions being duly passed by the requisite majority or
majorities of Trakm8 Shareholders at the General Meeting (or any adjournment
thereof); and (ii) such General Meeting 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 as may be: (A) agreed between
Brillian UK and Trakm8; or (B) (in a competitive situation) specified by
Brillian UK with the consent of the Panel, and in either case (if required) as
the Court may allow); and

(c)      the sanction of the Scheme by the Court with or without
modification (but subject to any such modification being acceptable to
Brillian UK and Trakm8); and (ii) the Court Sanction Hearing being held on or
before the 22nd day after the expected date of the Court Sanction Hearing to
be set out in the Scheme Document in due course (or such later date as may be:
(A) agreed between Brillian UK and Trakm8; or (B) (in a competitive situation)
specified by Brillian UK with the consent of the Panel, and in either case (if
required) as the Court may allow); and (iii) the delivery of a copy of the
Scheme Court Order to the Registrar of Companies for registration.

General Conditions

3.       In addition, subject as stated in Part B of this Appendix 1,
Brillian UK and Trakm8 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 such Conditions (as amended if
appropriate) have been satisfied or, where relevant, waived:

 

UK CMA

(a)      one of the following having occurred:

(i)       as at the date of which all other Conditions are satisfied or
waived in relation to the Acquisition, the CMA not having:

(A)     requested submission of a merger notice;

(B)     notified either party that it intends, or is considering whether,
to commence a Phase I investigation;

(C)     indicated that the statutory review period in which the CMA has to
decide whether to make a reference under section 34ZA Enterprise Act 2002 has
begun; nor

(D)     requested documents, information or attendance by witnesses
(including under section 109 of the Enterprise Act 2002) which may indicate
that it intends to commence the aforementioned statutory review period in
respect of the Acquisition; or

(ii)      where the CMA has commenced an investigation, the CMA:

(A)     announcing that it has decided not to refer the Acquisition or any
matter arising therefrom or related thereto or any part of it to a reference
under Part 3 of the Enterprise Act 2002 (a "Referral"); or

(B)     in accordance with section 73(2) of the Enterprise Act 2002,
formally accepting undertakings in lieu of a Referral;

(b)

(i)       if and to the extent that any or all of Condition 3(a) is
waived or is not invoked by Brillian UK, clearance in connection with any
Referral having been obtained; and

(ii)      any other authorisation, order, grant, recognition,
determination, confirmation, consent, licence, clearance, permission,
exemption or approval deemed necessary or advisable by Brillian UK (acting
reasonably and in good faith and on the advice of legal counsel and following
consultation between Brillian UK and Trakm8) for or in respect of the Takeover
Offer (including, without limitation, its implementation and financing or the
proposed direct or indirect acquisition of any shares or other securities in,
or control of, Trakm8 or any member of the Wider Trakm8 Group by Brillian UK)
having been obtained,

in each case in terms and in a form and subject to conditions that are
satisfactory to Brillian UK (acting reasonably) and all such clearances
remaining in full force and effect and all filings necessary for such purpose
having been made and there being no notice of any intention to revoke or not
to renew any of the same at the Scheme becoming Effective (or, if the
Acquisition is implemented by way of a Takeover Offer, the Takeover Offer
becoming unconditional as to acceptances);

National security

(c)      if a notification is required to be made or deemed advisable by
Brillian UK (acting reasonably and in good faith and on the advice of legal
counsel and following consultation between Brillian UK and Trakm8) and is
accepted under the NS&I Act, one of the following having occurred:

(i)       the Secretary of State confirming before the end of the review
period 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 NS&I 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 NS&I Act; or

(iii)     the Secretary of State making a final order pursuant to section
26(1)(a) of the NS&I Act in relation to the Acquisition, save to the
extent that such an order prohibits the Acquisition;

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

(d)      except as Disclosed, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Trakm8 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 event or circumstance, which
in consequence of the Acquisition or the proposed acquisition by Brillian UK
of any shares or other securities in Trakm8 or because of a change in the
control or management of any member of the Wider Trakm8 Group or otherwise,
could or might reasonably be expected to result in, to an extent which is
material and adverse in the context of the Wider Trakm8 Group as a whole or in
the context of the Acquisition:

(i)       any monies borrowed by or any other indebtedness (actual or
contingent, including without limitation, guarantees, letters of credit and
hedging contracts) of, or grant available to any such member of the Wider
Trakm8 Group, being or becoming repayable or capable of being declared
repayable immediately or prior to its or their stated maturity date or
repayment date or the ability of any such member to borrow monies or incur any
indebtedness being withdrawn or inhibited or being capable of becoming or
being withdrawn or inhibited;

(ii)      any such agreement, arrangement, licence, permit or other
instrument or the rights, liabilities, obligations or interests of any such
member of the Wider Trakm8 Group thereunder being terminated or adversely
modified or adversely affected or any obligation or liability arising or any
adverse action being taken or arising thereunder;

(iii)     any assets or interests of any member of the Wider Trakm8 Group
being or falling to be disposed of or charged or any right arising under which
any such asset or interest could be required to be disposed of or charged;

(iv)     the creation or enforcement of any mortgage, charge, encumbrance
or other security interest over the whole or any part of the business,
property or assets of any member of the Wider Trakm8 Group;

(v)      the rights, liabilities, obligations or interests of any member
of the Wider Trakm8 Group under any such arrangement, agreement, licence,
permit or instrument or the interests or business of any such member with any
other person or body or firm or company (or any arrangement or agreement
relating to any such interests or business) being terminated, adversely
modified or adversely affected;

(vi)     the value of, or the financial or trading position, profits or
prospects of any member of the Wider Trakm8 Group being prejudiced or
adversely affected;

(vii)    any assets (or interests in assets) or any asset the use of which
is enjoyed by, any member of the Wider Trakm8 Group being or failing to be
disposed of or charged or any right arising under which any such asset (or
interests in assets) 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;

(viii)    any member of the Wider Trakm8 Group ceasing to be able to carry
on business under any name under which it currently does so; or

(ix)     the creation or acceleration of any liability, actual or
contingent, by any member of the Wider Trakm8 Group excluding trade creditors
and other liabilities incurred in the ordinary course of business,

and, except as Disclosed, no event having occurred which, under any provision
of any such agreement, arrangement, licence, permit or other instrument to
which any member of the Wider Trakm8 Group is a party or by or to which any
such member or any of its assets may be bound, entitled or subject, would
result in any of the events or circumstances as are referred to in Conditions
3(e)(i) to 3(e)(ix);

General Regulatory

(e)      except as Disclosed, other than in connection with the Condition
set out in paragraph 3(c), no Third Party having (1) given notice of a
decision or having decided to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference, (2) required
any action to be taken or otherwise having done anything, (3) enacted, made or
proposed any statute, regulation, decision, order or change to published
practice, or (4) taken any other steps which would reasonably be expected to
(and in each case, not having withdrawn the same) and there not continuing to
be any outstanding statute, regulation, decision or order which would or might
reasonably be expected to:

(i)       require, prevent or delay the divestiture, or materially alter
the terms envisaged for any such divestiture by any member of the Wider
Brillian UK Group or any member of the Wider Trakm8 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 part thereof) or to own, control or manage any of their
respective assets or properties (or any part thereof) which, in any such case,
is material in the context of the Wider Trakm8 Group or the Wider Brillian UK
Group taken as a whole;

(ii)      require, prevent or materially delay the divestiture by any
member of the Wider Brillian UK Group of any shares or other securities (or
the equivalent) in any member of the Wider Trakm8 Group or the Wider Brillian
UK Group;

(iii)     impose any material limitation on, or result in a material delay
in, the ability of any member of the Wider Brillian UK Group directly or
indirectly to acquire or to hold or to exercise effectively all or 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
Trakm8 Group or the Wider Brillian UK Group or to exercise management control
over any such member;

(iv)     otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider Trakm8 Group or the Wider Brillian UK
Group in a manner which is adverse to and material in the context of the Wider
Trakm8 Group or the Wider Brillian UK Group taken as a whole;

(v)      make the Scheme, the Acquisition, its implementation or the
acquisition or proposed acquisition by Brillian UK or any member of the Wider
Brillian UK Group of any shares or other securities in, or control or
management of Trakm8 void, illegal, and/or unenforceable under the laws of any
jurisdiction, or otherwise, directly or indirectly, restrain, restrict,
prohibit, delay or otherwise materially interfere with the same, or impose
material additional conditions or obligations with respect thereto or
otherwise materially challenge, impede, interfere or require material
amendment of the Scheme, the Acquisition, or the acquisition or proposed
acquisition by Brillian UK of any shares or other securities in, or control or
management of, Trakm8;

(vi)     other than pursuant to the Acquisition, require any member of the
Wider Brillian UK Group or the Wider Trakm8 Group to offer to acquire any
shares or other securities (or the equivalent) or interest in any member of
the Wider Trakm8 Group or the Wider Brillian UK Group owned by any third
party;

(vii)    impose any limitation on the ability of any member of the Wider
Trakm8 Group to conduct, integrate or co-ordinate all or any part of its
business with all or any part of the businesses of any other members of the
Wider Trakm8 Group which is adverse to and material in the context of the
Wider Trakm8 Group taken as a whole; or

(viii)    result in any member of the Wider Trakm8 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 such action, proceeding, suit, investigation, enquiry or
reference or other step under the laws of any jurisdiction in respect of the
Scheme, the Acquisition or the acquisition or proposed acquisition of any
Trakm8 Shares or otherwise intervene having expired, lapsed or been
terminated;

(f)      other than in connection with the Conditions set out in
paragraphs 3(a) to 3(d) above, all necessary notifications, 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 Scheme, the Acquisition, its implementation or the
acquisition by Brillian UK of any shares or other securities in, or control or
management of, Trakm8 and all authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and approvals
reasonably deemed necessary or appropriate by Brillian UK for or in respect of
the Scheme, the Acquisition, its implementation or the proposed acquisition of
any shares or other securities in, or control or management of, Trakm8 by
Brillian UK having been obtained in terms and in a form satisfactory to
Brillian UK (acting reasonably) from all appropriate Third Parties or persons
with whom any member of the Wider Trakm8 Group has entered into contractual
arrangements and all such authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and approvals
together with all authorisations orders, recognitions, grants, licences,
confirmations, clearances, permissions and approvals necessary or appropriate
to carry on the business of any member of the Wider Trakm8 Group and, in each
case, which is material in the context of the Wider Trakm8 Group as a whole
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 immediately before (x) where the
Acquisition is implemented by way of a Scheme, immediately prior to 12 noon on
the Business Day before the Court Sanction Hearing, and (y) where the
Acquisition is implemented by way of an Offer, at the time at which the Offer
becomes otherwise unconditional;

(g)      the FCA not having cancelled or materially varied, and not
having notified any proposal or intention to cancel or materially vary, any
permission (within the meaning of FSMA) held as at the date of this
Announcement by any UK-authorised person who is a member of the Wider Trakm8
Group;

Certain events occurring since 31 March 2024

(h)      except as Disclosed, no member of the Wider Trakm8 Group having,
since 31 March 2024:

(i)         issued or agreed to issue or authorised or proposed the
issue of, additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or options to
subscribe for or acquire, any such shares or securities or convertible
securities or transferred, sold or agreed to transfer or sell or authorise or
propose the transfer or sale of shares out of treasury (except, where
relevant, intra-Group or for Trakm8 Shares issued pursuant to the exercise of
options or vesting of awards in the ordinary course under the Trakm8 Share
Plans or on conversion of the Trakm8 Convertible Loan Notes);

(ii)        recommended, declared, paid or made or resolved to
recommend, declare, pay or make any dividend or other distribution (whether
payable in cash or otherwise) other than dividends (or other distributions
whether payable in cash or otherwise) lawfully paid or made intra-Group;

(iii)       save for intra-Group transactions, implemented, effected,
authorised, proposed or announced its intention to implement, effect,
authorise or propose any merger, demerger, reconstruction, amalgamation,
sub-division, scheme, commitment or acquisitions or disposal of assets or
shares or loan capital (or the equivalent thereof) in any undertaking or
undertakings in any such case to an extent which is or could reasonably be
expected to be material in the context of the Wider Trakm8 Group taken as a
whole or in the context of the Acquisition;

(iv)       save for intra-Group transactions, disposed of, or
transferred, mortgaged or charged, or created any security interest over any
asset or any right, title or interest in any asset (including shares and trade
investments) or authorised, proposed or announced any intention to do so other
than in the ordinary course of business and to the extent that is, or could
reasonably be expected to be, material in the context of the Wider Trakm8
Group taken as a whole or in the context of the Acquisition;

(v)        save for intra-Group transactions entered into the ordinary
course of business, entered into, implemented or authorised the entry into,
any joint venture, asset or profit-sharing arrangement, partnership or merger
of business or corporate entities, in each case, to an extent which is
material in the context of the Wider Trakm8 Group taken as whole or in the
context of the Acquisition;

(vi)       made any alteration to its memorandum or articles of
association or other incorporation documents (other than in connection with
the Scheme);

(vii)      save for intra-Group transactions, made, authorised, proposed
or announced an intention to propose any material change in its loan capital;

(viii)      save for intra-Group transactions, issued, authorised or
proposed or announced an intention to authorise or propose the issue of any
debentures, or any change in or to the terms of any debentures or incurred or
increased any indebtedness which is, or could reasonably be expected to be,
material in the context of the Wider Trakm8 Group taken as a whole or in the
context of the Acquisition;

(ix)       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- paragraph (i) above, made
any other change to any part of its share capital;

(x)        entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) which is (a) of a long-term, onerous or unusual nature or
magnitude, or (b) which is or could reasonably be expected to be restrictive
on the businesses of any member of the Wider Trakm8 Group (other than to a
nature and extent which is normal in the context of the business concerned) or
the Wider Brillian UK Group and which, in either case, is material in the
context of the Wider Trakm8 Group taken as a whole;

(xi)       entered into, materially varied (or having offered to vary)
the terms of employment of any director or senior manager except for salary
increases or bonuses in the ordinary course for any senior manager of Trakm8,
other than as agreed by the Panel and Brillian UK or specified in the
Co-operation Agreement;

(xii)      (other than in respect of a member of the Wider Trakm8 Group
which is dormant and was solvent at the relevant time) taken or proposed any
steps, corporate action or had any legal proceedings started or threatened
against it in relation to the suspension of payments, a moratorium of
indebtedness, its winding-up (voluntary or otherwise), dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any of its assets or
revenues or any analogous or equivalent steps or proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction or had any
such person appointed, in each case to the extent material in the context of
the Wider Trakm8 Group taken as a whole or in the context of the Acquisition;

(xiii)      been unable, or admitted in writing that it is unable, to pay
its debts when they fall due 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;

(xiv)     entered into any contract, transaction or arrangement which
would be restrictive on the business of any member of the Wider Trakm8 Group
other than to a nature and extent which is normal in the context of the
business concerned;

(xv)      terminated or varied the terms of any agreement or arrangement
between any member of the Wider Trakm8 Group and any other person in a manner
which would or might reasonably be expected to be materially adverse to the
Wider Trakm8 Group taken as a whole or to be material in the context of the
Acquisition;

(xvi)     waived, compromised or settled any claim or regulatory
proceeding (whether actual or threatened) by or against any member of the
Wider Trakm8 Group otherwise than in the ordinary course of business;

(xvii)     made or agreed or consented to or procured any change to, or
the custodian or trustee of any scheme having made a change to:

(A)     the terms of the trust deeds constituting the pension scheme(s)
established by any member of the Wider Trakm8 Group for its directors,
employees, former employees or their dependents;

(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, or

having carried out any act which would or could reasonably be expected to
create a material debt owed by an employer to any such plan which would or
could reasonably be expected to accelerate any obligation on any employer to
fund or pay additional contributions to any such plan in any material respect,
in each case, to the extent material in the context of the Wider Trakm8 Group
taken as a whole;

(xviii)    save as agreed by the Panel (if required) and Brillian UK
(including pursuant to the terms of the Co-operation Agreement), proposed or
agreed to modify the terms of any of the Trakm8 Share Plans or any agreement
relating to the Trakm8 Convertible Loan Notes, save as to the extent provided
for in the CLN Amendment;

(xix)     proposed, agreed to provide or modified the terms of any other
share option scheme, incentive scheme, retention scheme or other benefit
(including compensation) constituting a material change relating to the
employment or termination of employment of a senior manager of the Wider
Trakm8 Group other than in accordance with the terms of the Co-operation
Agreement or Acquisition or, if required by the Takeover Code, as agreed by
the Panel and/or Brillian UK;

(xx)      other than with the consent of Brillian UK, taken (or agreed or
proposed to take) any action which requires, or would require, the consent of
the Panel or the approval of Trakm8 Shareholders in a general meeting in
accordance with, or as contemplated by, Rule 21.1 of the Takeover Code; or

(xxi)     entered into any agreement, commitment or arrangement or passed
any resolution or made any offer (which remains open for acceptance) or
proposed or announced any intention with respect to any of the transactions,
matters or events referred to in this Condition (i),

and, for the purposes of sub-paragraphs (i) to (v) (inclusive), (vii) and
(viii) of this Condition, the term "Group" shall mean Trakm8 and its
wholly-owned subsidiaries;

No material adverse change, litigation, regulatory enquiry or similar

(i)       except as Disclosed, since 31 March 2024:

(i)         no adverse change or deterioration having occurred, and no
circumstance having arisen which would or might reasonably be expected to
result in any adverse change or deterioration, in the business, assets,
financial or trading position, profits or prospects of any member of the Wider
Trakm8 Group which is material in the context of the Wider Trakm8 Group taken
as a whole;

(ii)        no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Trakm8 Group is or
may become a party (whether as a plaintiff, defendant or otherwise) and no
enquiry, review investigation or other regulatory proceedings by, or complaint
or reference to, any Third Party against or in respect of any member of the
Wider Trakm8 Group having been instituted, announced, implemented or
threatened by or against or remaining outstanding in respect of any member of
the Wider Trakm8 Group which in any such case might reasonably be expected to
materially adversely affect the Wider Trakm8 Group taken as a whole or in the
context of the Acquisition;

(iii)       no contingent or other liability having arisen or become
apparent or increased which affects, or which could reasonably be expected to
affect materially and adversely the business, assets, financial or trading
position or profits or prospects of any member of the Wider Trakm8 Group (and
where such effect is or could reasonably be expected to be material in the
context of the Wider Trakm8 Group as a whole);

(iv)       no steps having been taken which would or might be reasonably
likely to result in the withdrawal, cancellation, termination or modification
of any licence held by any member of the Wider Trakm8 Group which is necessary
for the proper carrying on of its business, in circumstances where the
withdrawal, cancellation, termination or modification of such licence has had,
is having, or could reasonably be expected to have an effect which is or could
reasonably be expected to be material in the context of the Wider Trakm8 Group
as a whole or in the context of the Acquisition; and

(v)        no member of the Wider Trakm8 Group having conducted its
business in material breach of any applicable laws and regulations where such
breach might reasonably be expected to have a material adverse effect on the
Wider Trakm8 Group taken as a whole;

No discovery of certain matters regarding information, liabilities and environmental issues

(j)       except as Disclosed, Brillian UK not having discovered:

(i)       that any financial, business or other information concerning
the Wider Trakm8 Group as contained in the information publicly disclosed at
any time by or on behalf of any member of the Wider Trakm8 Group is
misleading, contains a 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 public
disclosure, and which is, or was, or could reasonably be expected to be,
material in the context of the Wider Trakm8 Group taken as a whole or in the
context of the Acquisition;

(ii)      that any member of the Wider Trakm8 Group is subject to any
liability (contingent or otherwise) which is not disclosed in the 2024 Trakm8
Annual Report and which is material in the context of the Wider Trakm8 Group
taken as a whole;

(iii)     that any past or present member of the Wider Trakm8 Group has
failed to comply in any material respect with any applicable legislation,
regulations or other requirements of any jurisdiction or any Authorisations
relating to the use, treatment, storage, carriage, disposal, discharge,
spillage, release, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment (including property) or harm human
health or otherwise relating to environmental matters or the health and safety
of humans, which non-compliance would be likely to give rise to any liability
including any penalty for non-compliance (whether actual or contingent) on the
part of any member of the Wider Trakm8 Group and which is material in the
context of the Wider Trakm8 Group taken as a whole;

(iv)     that there is or is reasonably expected to be any obligation or
liability (whether actual or contingent) or requirement to make good,
remediate, repair, reinstate or clean up any property, asset or any controlled
waters currently or previously owned, occupied, operated or made use of or
controlled by any past or present member of the Wider Trakm8 Group (or on its
behalf), or in which any such member may have or previously have had or be
deemed to have had an interest, under any environmental legislation, common
law, regulation, notice, circular, Authorisation or order of any Third Party
or any other person or body in any jurisdiction or to contribute to the cost
thereof or associated therewith or indemnify any person in relation thereto
and which is material in the context of the Wider Trakm8 Group taken as a
whole; or

(v)      any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider Trakm8 Group
and which is material in the context of the Wider Trakm8 Group as a whole;

Anti-corruption, sanctions, criminal property

(k)      except as Disclosed, no past or present member, director,
officer, employee or agent of the Wider Trakm8 Group or any person that
performs or has performed services (or otherwise acts or has acted) for or on
behalf of any such company being or at any time having been 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
anti-corruption or anti-bribery law, rule or regulation or legislation
applicable to the Wider Trakm8 Group concerning improper payments or
kick-backs;

(l)       except as Disclosed, (i) no asset nor any member of the Wider
Trakm8 Group constituting 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; and (ii) no
member of the Wider Trakm8 Group having engaged in any activity constituting
money laundering under any applicable law, rule or regulation concerning money
laundering;

(m)     no past or present director, officer, employee or agent of the
Wider Trakm8 Group or any person that performs or has performed services for
or on behalf of any such member, director, officer or employee being or at any
time having been engaged in any activity or business with, made any
investments in, made any funds or assets available to or received any funds or
assets from:

(i)       any government, entity or individual in respect of which US,
United Kingdom 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, United
Kingdom or European Union laws or regulations, including the economic
sanctions administered by the United States Office of Foreign Assets Control,
or HM Treasury & Customs; or

(ii)      any government, entity or individual targeted or covered by any
of the economic sanctions administered or imposed by the United Nations, the
US (including, without limitation, the United States Office of Foreign Assets
Control), the United Kingdom, the European Union (or any of its respective
member states) or any other governments or supranational body or authority in
any jurisdiction, save that this shall not apply if and to the extent that it
is or would be unenforceable by reason of breach of any applicable Blocking
Law;

(n)      no member of the Wider Trakm8 Group being or at any time having
been engaged in a transaction which would cause any member of the Wider
Brillian UK Group to be in breach of any applicable law or regulation on
completion of the Acquisition, including the economic sanctions administered
by the United States Office of Foreign Assets Control or HM Treasury &
Customs or any government, entity or individual targeted by any of the
economic sanctions of the United Nations, United States, the United Kingdom or
the European Union or any of its member states or any other governments or
supranational body or authority in any jurisdiction, save that this shall not
apply if and to the extent that it is or would be unenforceable by reason of
breach of any applicable Blocking Law; and

(o)      no past or present director, officer or employee of the Wider
Trakm8 Group, or any other person for whom any such person may be liable or
responsible: (i) having engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
US Anti- Terrorism Act; (ii) having 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; (iii) having 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; (iv) being
debarred or otherwise rendered ineligible to bid for or to perform contracts
for or with any government, governmental instrumentality, or international
organization or found to have violated any applicable law, rule, or regulation
concerning government contracting or public procurement.

Part B: Certain further terms

1.       Subject to the requirements of the Panel and the Takeover Code,
Brillian UK reserves the right to waive:

(a)      the deadline set out in Condition 1 in Part A of this Appendix 1
(with the agreement in writing of Trakm8), and any of the deadlines set out in
Condition 2 in Part A of this Appendix 1 for the timing of the Court Meeting
and the General Meeting. If any such deadline is not met, Brillian UK will
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 extended
the deadline in relation to the relevant Condition in accordance with the
terms on which such deadline may be extended. In all other respects,
Conditions 1 and 2 in Part A of this Appendix 1 cannot be waived; and

(b)      in whole or in part, all or any of Conditions 3(a) to (p)
(inclusive) in Part A of this Appendix 1.

2.       The Scheme will be subject to the fulfilment (or waiver, if
permitted) of the Conditions set out in Part A of this Appendix 1, to the
further terms set out in this Part B of Appendix 1, and to the full terms and
conditions which will be set out in the Scheme Document, and such further
terms as may be required to comply with the provisions of the Takeover Code.

3.       Brillian UK shall be under no obligation to waive (if capable
of waiver), to determine to be or remain satisfied or to treat as satisfied or
fulfilled any of the Conditions that it is entitled (with the consent of the
Panel and subject to the requirements of the Takeover Code) to invoke by a
date earlier than the latest date specified above for the fulfilment or waiver
thereof, notwithstanding that the other Conditions of the Acquisition may at
such earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such Conditions may not
be capable of fulfilment.

4.       If Brillian UK is required by the Panel to make an offer for
Trakm8 Shares under the provisions of Rule 9 of the Takeover Code, Brillian UK
may make such alterations to any of the above Conditions and terms of the
Acquisition as are reasonably necessary to comply with the provisions of that
Rule.

5.       Under Rule 13.5(a) of the Takeover Code and subject to the
remaining provision of this paragraph 5, Brillian UK may only invoke a
Condition so as to cause the Acquisition not to proceed, to lapse or to be
withdrawn with the consent of Panel. The Panel will normally only give its
consent if the circumstances which give rise to the right to invoke the
Condition are of material significance to Brillian UK in the context of the
Acquisition. This will be judged by reference to the facts of each case at the
time that the relevant circumstances arise. Conditions 1 and 2 of Part A above
and, if applicable, any acceptance condition if the Acquisition is implemented
by means of an Offer, are not subject to this provision of the Takeover Code.

6.       Any Condition that is subject to Rule 13.5(a) of the Takeover
Code may be waived by Brillian UK.

7.       The Trakm8 Shares acquired under 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 and together with all rights now or hereafter attaching or
accruing to them, including, without limitation, voting rights and the right
to receive and retain in full all dividends and other distributions (if any)
announced, declared, made or paid, or any other return of capital (whether by
reduction of share capital or share premium account or otherwise) made on or
after the Effective Date.

8.       If, on or after the date of this Announcement but prior to or
on the Effective Date, any dividend and/or other form of capital return or
distribution is announced, authorised, declared, made or paid or becomes
payable in respect of Trakm8 Shares, and with a record date prior to or on the
Effective Date, in each case other than the Interim Dividend, Brillian UK
reserves the right (without prejudice to any right of Brillian UK, with the
consent of the Panel, to invoke Condition 3(i)(ii) in this Appendix 1) to
reduce the Consideration by an amount up to the amount of such dividend and/or
distribution and/or 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. Any exercise by Brillian UK of its rights
referred to in this paragraph shall be the subject of an announcement and, for
the avoidance of doubt, shall not be regarded as constituting any revision or
variation of the terms of the Scheme. In such circumstances, Trakm8
Shareholders would be entitled to retain any such dividend, distribution or
other return of capital declared, made or paid which becomes payable. If and
to the extent that any such dividend, distribution or other return of capital
is announced, declared, made or paid or becomes payable and is either: (i)
transferred pursuant to the Acquisition on a basis which entitles Brillian UK
to receive the dividend, distribution or other return of capital and to retain
it; or (ii) cancelled before payment, the Consideration shall not be subject
to change in accordance with this paragraph 8. Any exercise by Brillian UKof
its rights referred to in this paragraph 8 shall not be regarded as
constituting any revision or variation of the Acquisition.

9.       Brillian UK reserves the right to elect to implement the
Acquisition by way of an Offer as an alternative to the Scheme (subject to the
Panel's consent and the terms of the Co-operation Agreement). In such event,
the Offer will be implemented on the same terms, so far as applicable, and
subject to the terms of the Co-operation Agreement, as those which would apply
to the Scheme, subject to appropriate amendments to reflect, among other
things, the change in the method of effecting the Acquisition (including,
without limitation: (i) the inclusion of an acceptance condition set at 90 per
cent. of the Trakm8 Shares to which such Offer relates (or such other
percentage as Brillian UK may, subject to the rules of the Takeover Code and
the terms of the Co-operation Agreement and with the consent of the Panel,
decide); and (ii) those required by, or deemed appropriate by, Brillian UK
under applicable law, including US securities law). Further, if sufficient
acceptances of such Offer are received and/or sufficient Trakm8 Shares are
otherwise acquired, it is the intention of Brillian UK to apply the provisions
of the Companies Act 2006 to acquire compulsorily any outstanding Trakm8
Shares to which such offer relates.

10.     The availability of the Acquisition to persons not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.

11.     The Acquisition is not being made, directly or indirectly, in,
into or from, or by use of the mails of, or by any means of 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.

12.     This Announcement and any rights or liabilities arising hereunder,
the Acquisition and the Scheme, and any proxies will be governed by English
law and be subject to the jurisdiction of the Court and to the Conditions and
further terms set out in this Appendix 1 to be set out in the Scheme Document.
The Co-operation Agreement and any dispute or claim arising out of, or in
connection with it, (whether contractual or non- contractual in nature) is
governed by English law (save to the extent expressly set out therein) and is
subject to the jurisdiction of the courts of England and Wales. The
Acquisition will be subject to the applicable requirements of English law, the
Takeover Code, the Panel, the AIM Rules, and the London Stock Exchange.

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

 

APPENDIX 2

SOURCES AND BASES OF INFORMATION

In this Announcement:

1.       Unless otherwise stated, historical financial information
relating to the Group has been extracted or derived (without any adjustment)
from the 2024 Trakm8 Annual Report.

2.       Trakm8's fully diluted equity value has been calculated on the
basis of a fully diluted ordinary share capital of 81,703,396 Trakm8 Shares,
calculated as:

(a)      49,975,002 Trakm8 Shares in issue as at 30 April 2025 (being the
last Business Day prior to the date of this Announcement); plus

(b)      31,728,394 Trakm8 Shares, being the maximum number of Trakm8
Shares which may be issued on or after the date of this Announcement to
satisfy the conversion of the Trakm8 Convertible Loan Notes, as at 30 April
2025 (being the last Business Day prior to the date of this Announcement).

3.       The value of £7,761,822 for the entire issued and to be issued
ordinary share capital of Trakm8 is calculated on the basis of:

(a)      the Consideration of 9.5 pence per Trakm8 Share; and

(b)      the fully diluted number of Trakm8 Shares as referred to in
paragraph 2 above.

4.       Unless otherwise stated, all prices and closing prices for
Trakm8 Shares are closing middle market quotations derived from the London
Stock Exchange Daily Official List.

5.       The premium calculations to the price per Trakm8 Share have
been calculated by reference to a price of 2.5 pence per Trakm8 Share, being
the closing price on 30 April 2025 (being the last Business Day prior to the
date of this Announcement).

6.       Volume-weighted average prices have been derived from data
sources from the London Stock Exchange.

7.       Certain figures included in this Announcement have been subject
to rounding adjustments.

Trakm8 holds 29,000 Treasury Shares.

 

 

 

APPENDIX 3

DETAILS OF IRREVOCABLE UNDERTAKINGS

1.       Irrevocable undertakings from Trakm8 Directors and Non-Director
Shareholders

The following Trakm8 Directors have given irrevocable undertakings to vote
(or, where applicable, procure voting) in favour of the Scheme at the Court
Meeting and the Resolutions to be proposed at the General Meeting (or in the
event that the Acquisition is implemented by an Offer, to accept or procure
acceptance of such Offer) in respect of their own beneficial holdings of
Trakm8 Shares and those of their close relatives and related trusts (or those
Trakm8 Shares over which they, or their close relatives and related trusts,
have control):

 Name              Number of Trakm8 Shares in respect of which undertaking is given  Percentage of Trakm8's existing issued share capital, excluding the Treasury
                                                                                     Shares (%)

 Nadeem Raza       600,926                                                           1.2
 John Watkins       6,398,054                                                        12.80
 Timothy Cowley    2,109,036                                                         4.22
 Madeline Cowley    1,737,930                                                         3.48
 Jonathan Edwards  4,418                                                             0.01
 Keith Evans       381,119                                                           0.76
 Mark Watkins      318,310                                                           0.637

 

Additionally, the following Non-Director Shareholders have given irrevocable
undertakings to vote (or, where applicable, procure voting) in favour of the
Scheme at the Court Meeting and the Resolutions to be proposed at the General
Meeting (or in the event that the Acquisition is implemented by an Offer, to
accept or procure acceptance of such Offer) in respect of their own beneficial
holdings of Trakm8 Shares and those of their close relatives and related
trusts (or those Trakm8 Shares over which they, or their close relatives and
related trusts, have control):

 Name                                      Number of Trakm8 Shares in respect of which undertaking is given  Percentage of Trakm8's existing issued share capital, excluding the Treasury
                                                                                                             Shares (%)
 Microlise Group Plc                       10,000,000                                                        20.01

 Edric Property & Investment Company       1,350,000                                                         2.70
 Richard Louis Stephenson Clarke           1,250,000                                                         2.50
 Edmund John Stephenson Clarke             1,200,000                                                         2.40
 Linda Watkins                             1,370,714                                                         2.74
 Anne Cowley                               159,091                                                           0.32

 

The obligations contained in the irrevocable undertakings referred to in
paragraph 1 above lapse and cease to have effect if on the earlier of (i)
where the Acquisition is implemented by way of a Scheme, if the Scheme
Document is not published within 28 days of the date of issue of the
Announcement (or such later date as may be agreed between Trakm8, Brillian
UKand the Panel) in circumstances where the same is caused by a breach by
Brillian UKof clause 5 of the Co-operation Agreement; (ii) if Brillian
UKannounces that it does not intend to proceed with the Acquisition and no
new, revised or replacement Scheme or Offer is announced by the Offeror in
accordance with Rule 2.7 of the Takeover Code at the same time; or (iii) on
the earlier of (I) the Long Stop Date; or (II) the date on which the
Acquisition (whether implemented by way of a Scheme or an Offer) is withdrawn
or lapses in accordance with its terms, provided that sub-limb (II) shall not
apply where the Acquisition is withdrawn or lapses as a result of the Offeror
exercising its right to implement the Acquisition by way of an Offer in
accordance with the Takeover Code rather than by way of a Scheme or vice
versa.

 

 

 

 

APPENDIX 4

DEFINITIONS

 

 "2024 Trakm8 Annual Report"                   the annual report and audited accounts of Trakm8 for the year ended 31 March
                                               2024;
 "Announcement"                                this announcement;
 "Acquisition"                                 the proposed acquisition of the entire issued, and to be issued, ordinary
                                               share capital of Trakm8 (excluding the Treasury Shares) by Brillian UK, to be
                                               effected by the Scheme as described in this Announcement (or by an Offer under
                                               certain circumstances described in this Announcement);
 "AIM Rules"                                   the AIM Rules for Companies published by the London Stock Exchange (as amended
                                               from time to time);
 "AIM"                                         the market of that name operated by the London Stock Exchange;
 "Allenby Capital"                             Allenby Capital Limited;
 "Articles of Association"                     the articles of association of Trakm8 from time to time;
 "Authorisations"                              regulatory authorisations, orders, recognitions, grants, consents, clearances,
                                               confirmations, certificates, licences, permissions or approvals;
 "Blocking Law"                                (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996
                                               (or any law or regulation implementing such Regulation in any member state of
                                               the European Union or the United Kingdom); or (ii) any similar blocking or
                                               anti-boycott law;
 "Brillian UK"                                 Brillian UK Limited, a private limited company incorporated in England with
                                               registered number 14904313, with its registered address at Spectec Office - 6
                                               Nb Trafford House, Chester Road, Stretford, Manchester, England, United
                                               Kingdom, M32 0RS;
 "Business Day"                                a day (other than a Saturday, Sunday or public holiday in England) on which
                                               banks are generally open for business in London;
 "CEO"                                         Chief Executive Officer;
 "CLN Amendment"                               has the meaning given to it in paragraph 14;
 "close relative"                              has the meaning given in (or the definition applied by the Panel in accordance
                                               with) the Takeover Code;
 "CMA"                                         the UK Competition and Markets Authority, the competent UK authority
                                               responsible for competition;
 "Companies Act 2006"                          the UK Companies Act 2006;
 "Conditions"                                  the conditions to the implementation of the Acquisition, as set out in
                                               Appendix 1 to this Announcement and to be set out in the Scheme Document;
 "Confidentiality Agreement"                   has the meaning given to it in paragraph 10.1 of this Announcement;
 "Consideration"                               has the meaning given to it in paragraph 1 of this Announcement;
 "Co-operation Agreement"                      has the meaning given to it in paragraph 10.2 of this Announcement;
 "Court Meeting"                               the meeting or meetings of the Trakm8 Shareholders (or any class or classes
                                               thereof) to be convened by order of the Court pursuant to Part 26 of the
                                               Companies Act 2006 (notice of which will be set out in the Scheme Document)
                                               for the purpose of considering and, if thought fit, approving the Scheme (with
                                               or without amendment) and any adjournment, postponement or reconvention
                                               thereof;
 "Court Sanction Hearing"                      the hearing of the Court to sanction the Scheme under Part 26 of the Companies
                                               Act 2006;
 "Court"                                       the High Court of Justice in England and Wales;
 "CREST"                                       the relevant system (as defined in the Uncertificated Securities Regulations
                                               2001 (SI 2001/3755)) in respect of which Euroclear UK & International
                                               Limited is the Operator (as defined in those Regulations) in accordance with
                                               which securities may be held and transferred in uncertificated form;
 "CSI"                                         Constellation Software Inc.;
 "CSI Intra-Group Loan and                     the intra-group loan and equity commitment agreement dated 30 April 2025 and

                                             made between CSI, Brillian Canada Inc., and Brillian UK;
 Equity Commitment Agreement"
 "Daily Official List"                         the daily official list of the London Stock Exchange;
 "Dealing Disclosure"                          has the same meaning as in Rule 8 of the Takeover Code;
 "Disclosed"                                   the information disclosed by or on behalf of Trakm8: (i) in the 2024 Trakm8
                                               Annual Report; (ii) in this Announcement; (iii) in any other announcement to a
                                               Regulatory Information Service prior to the publication of this Announcement;
                                               or (iv) otherwise fairly disclosed in writing (including via the virtual data
                                               room operated by or on behalf of Trakm8 in respect of the Acquisition) or
                                               orally in Due Diligence Meetings (only to the extent the content of those oral
                                               disclosures is reflected in any investment committee paper or memorandum or
                                               written due diligence report prepared by or for its advisers, officers,
                                               employees or agents (in each case, in their capacity as such) prior to the
                                               date of this Announcement);
 "Disclosure Guidance and Transparency Rules"  the disclosure guidance and transparency rules made by the FCA and forming

                                             part of the FCA's handbook of rules and guidance, as amended from time to
                                               time;
 "Due Diligence Meetings"                      means the due diligence meetings between Trakm8 and Brillian UK (and/or or
                                               their respective advisers, officers, employees or agents (in each case, in
                                               their capacity as such)) held between 7 March 2025 and the date of this
                                               Announcement;
 "Effective Date"                              the date on which the Scheme (or Offer, as applicable) becomes Effective in
                                               accordance with its terms;
 "Effective"                                   in the context of the Acquisition: (i) if the Acquisition is implemented by
                                               way of the Scheme, the Scheme having become effective in accordance with its
                                               terms; or (ii) if the Acquisition is implemented by way of the Offer, the
                                               Offer having been declared or having become unconditional in all respects in
                                               accordance with the requirements of the Takeover Code;
 "Excluded Shares"                             means any Trakm8 Shares which are registered in the name of or beneficially
                                               owned by: (i) Brillian UK and/or any member of the Brillian UK Group; and/or
                                               (ii) any nominee of the foregoing, in each case, at any relevant date or time;
                                               and/or (iii) the Treasury Shares;
 "FCA" or "Financial Conduct Authority"        the Financial Conduct Authority acting in its capacity as the competent
                                               authority for the purposes of Part VI of the UK Financial Services and Markets
                                               Act 2000, or any successor regulatory body;
 "FSMA"                                        the Financial Services and Markets Act 2000;
 "Fund"                                        means a funded pooled vehicle, unit trust, investment trust, managed
                                               investment scheme, limited partnership, general partnership, investment fund,
                                               any other collective investment scheme and/or separately managed account
                                               arrangement, in each case the assets of which (whether in whole or in part)
                                               are managed or advised professionally for investment purposes;
 "General Meeting"                             the general meeting of Trakm8 Shareholders to be convened in connection with
                                               the Scheme for the purpose of considering and, if thought fit, approving,
                                               inter alia, the Resolutions, and any adjournment, postponement or reconvention
                                               thereof;
 "Group"                                       Trakm8 and its subsidiary undertakings and, where the context permits, each of
                                               them;
 "Herax Partners"                              Herax Partners LLP;
 "London Stock Exchange"                       London Stock Exchange plc;
 "Long Stop Date"                              31 December 2025 or such later date (if any) as Brillian UK and Trakm8 may,
                                               with the consent of the 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-Director Shareholders"                   Microlise Group Plc, Edric Property & Investment Company, Richard Louis
                                               Stephenson Clarke, Edmund John Stephenson Clarke, Linda Watkins, and Anne
                                               Cowley each of whom has entered into an irrevocable undertaking with Brillian
                                               UK on the terms described in Appendix 3;
 "NS&I Act"                                    means the National Security & Investment Act 2021;
 "Offer Document"                              should the Acquisition be implemented by means of the Offer, the document to
                                               be published by or on behalf of Brillian UK in connection with the Offer,
                                               containing, inter alia, the terms and conditions of the Offer;
 "Offer Period"                                the Offer Period (as defined by the Takeover Code) relating to Trakm8
                                               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 Panel may
                                               decide);
 "Offer"                                       if, subject to the consent of the Panel and the terms of the Co-operation
                                               Agreement, the Acquisition is implemented by way of a takeover offer as
                                               defined in Chapter 3 of Part 28 of the Companies Act 2006, the offer to be
                                               made by or on behalf of Brillian UK to acquire the entire issued and to be
                                               issued ordinary share capital of Trakm8 and, where the context admits, any
                                               subsequent revision, variation, extension or renewal of such offer;
 "Opening Position Disclosure"                 has the same meaning as in Rule 8 of the Takeover Code;

 "Overseas Shareholders"                       Trakm8 Shareholders who are resident in, ordinarily resident in, or citizens
                                               of, jurisdictions outside the United Kingdom;
 "Panel"                                       the Panel on Takeovers and Mergers;
 "Registrar of Companies"                      the Registrar of Companies in England and Wales;
 "Regulatory Information Service"              an information service authorised from time to time by the FCA for the purpose
                                               of disseminating regulatory announcements;
 "related trust"                               has the meaning given in (or the definition applied by the Panel in accordance
                                               with) the Takeover Code;
 "Resolutions"                                 such shareholder resolutions of Trakm8 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 Trakm8 by the
                                               adoption and inclusion of a new article under which any Trakm8 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 Brillian UK
                                               (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 to Trakm8 Shareholders in that
                                               jurisdiction;
 "Scheme Court Order"                          the order of the Court sanctioning the Scheme under section 899 of the
                                               Companies Act 2006;
 "Scheme Document"                             the circular relating to the Scheme to be despatched to Trakm8 Shareholders
                                               and persons with information rights, setting out, among other things, the
                                               details of the Acquisition, the full terms and conditions of the Scheme and
                                               containing the notices convening the Court Meeting and the General Meeting
                                               (including, as the context requires, any supplementary scheme document);
 "Scheme Record Time"                          the time and date specified as such in the Scheme Document, expected to be
                                               6.00 p.m. on the Business Day immediately after the Court Sanction Hearing, or
                                               such other time as Trakm8 and Brillian UK may agree;
 "Scheme Shareholder"                          a holder of Scheme Shares;
 "Scheme Shares"                               i. the Trakm8 Shares in issue at the date of publication of the Scheme
                                               Document;

                                               ii. any Trakm8 Shares issued after the date of publication of the Scheme
                                               Document and prior to the Scheme Voting Record Time; and

                                               iii.    any Trakm8 Shares issued at or after the Scheme Voting Record Time
                                               and prior to 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 (where the context requires), remaining in issue at the Scheme
                                               Record Time but excluding any Excluded Shares;
 "Scheme Voting Record Time"                   the date and time specified in the Scheme Document by reference to which
                                               entitlement to vote at the Court Meeting will be determined, expected to be
                                               6.00 p.m. on the day which is two days before the Court Meeting or, if the
                                               Court Meeting is adjourned to 6.00 p.m. on the day which is two days before
                                               the date of such adjourned Court Meeting;
 "Scheme"                                      the proposed scheme of arrangement under Part 26 of the Companies Act 2006
                                               between Trakm8 and Trakm8 Shareholders to implement the Acquisition, with or
                                               subject to any modification, addition or condition approved or imposed by the
                                               Court and agreed to by Trakm8 and Brillian UK;
 "Takeover Code"                               the City Code on Takeovers and Mergers of the United Kingdom issued by the
                                               Panel, as amended from time to time;
 "Third Party"                                 any government or governmental, quasi-governmental, supranational, statutory,
                                               regulatory, environmental or investigative body, court, trade agency,
                                               association, institution or self-regulatory authority, or any other body or
                                               person whatsoever in any jurisdiction;
 "Trakm8 Board"                                the board of directors of Trakm8;
 "Trakm8 Directors"                            the directors of Trakm8 as at the date of this Announcement;
 "Trakm8 Convertible Loan Notes"               means an aggregate of 2,570,000 convertible loan notes issued by Trakm8
                                               pursuant to the following instruments:

                                               a)       the convertible loan note instrument dated 14 September 2022
                                               (as varied on 2 April 2022), pursuant to which 1,580,000 Trakm8 convertible
                                               loan notes of £1.00 each were issued; and

                                               b)       the convertible loan note instrument dated 2 April 2024,
                                               pursuant to which 990,000 Trakm8 convertible loan notes of £1.00 each were
                                               issued,

                                               all of which are outstanding as at the date of this Announcement;
 "Trakm8 Convertible Loan Note Notices"        meaning given to it in paragraph 14;
 "Trakm8 Share Plans"                          means each of the following share plans of Trakm8:

                                               a)       The Trakm8 2017 Share Option Plan as adopted on 22 September
                                               2015 (and as amended on 8 January 2019 and as further amended from time to
                                               time) ("Trakm8 Unapproved Share Option Plan"); and

                                               b)       The Trakm8 EMI Share Option Plan B as adopted on 26 July 2012
                                               (as amended from time to time) ("Trakm8 EMI Share Option Plan").
 "Trakm8 Share Plan Notices"                   has the meaning given to it in paragraph 13;
 "Trakm8 Shareholders"                         the registered holders of Trakm8 Shares from time to time;
 "Trakm8 Shares"                               the existing unconditionally allotted or issued fully paid ordinary shares of
                                               £0.01 (one penny) each in the capital of Trakm8 and any further such ordinary
                                               shares which are unconditionally allotted or issued before the Scheme becomes
                                               Effective;
 "Trakm8"                                      Trakm8 Holdings plc, a public company incorporated in England with registered
                                               number 05452547;
 "Treasury Shares"                             the shares in the capital of Trakm8 that have been repurchased by Trakm8 but
                                               have not been cancelled;
 "UK" or "United Kingdom"                      the United Kingdom of Great Britain and Northern Ireland;
 "US Exchange Act"                             US Securities Exchange Act of 1934 (as amended), and the rules and regulations
                                               promulgated thereunder;
 "US Securities Act"                           US Securities Act of 1933 (as amended), and the rules and regulations
                                               promulgated thereunder;
 "US" or "United States"                       the  United  States  of  America,  its  territories  and possessions,
                                               any state of the United States of America and the District of Columbia;
 "Wider Brillian Group"                        Brillian UK and its subsidiaries, subsidiary undertakings, associated
                                               undertakings and any other body corporate, partnership, joint venture or
                                               person in which Brillian UK and/ or such subsidiaries or undertakings
                                               (aggregating their interests) have a significant interest; and
 "Wider Trakm8 Group"                          Trakm8 and its subsidiaries, subsidiary undertakings, associated undertakings
                                               and any other body corporate, partnership, joint venture or person in which
                                               Trakm8 and/or such subsidiaries or undertakings (aggregating their interests)
                                               have a significant interest.

 

For the purposes of this Announcement:

·              "subsidiary", "subsidiary undertaking" and
"undertaking" have the respective meanings given by the Companies Act 2006 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);

·              all references to a 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, amended, replaced
or re- enacted from time to time and all statutory instruments, regulations
and orders from time to time made thereunder or validly deriving therefrom;

·              all references to time are to London time unless
otherwise stated;

·              all references to "£", "pence" and "penny" are
to the lawful currency of the United Kingdom; and

·              references to the singular include the plural and
vice versa.

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