Proactis Holdings PLC

Notice of cyber security incident

Proactis Holdings PLC, ("Proactis", the "Group" or the "Company"), the business spend management solution provider, today reports that it is currently managing a cyber security incident after detecting unauthorised access to a limited number of its internal systems. None of the customer systems provided by the Group have been affected by the incident.

The Company has notified the relevant regulators and law enforcement agency, including the Information Commissioner's Office, and has appointed external cyber security experts whose investigations are on-going.

Proactis took immediate action to close down access to those affected systems and has been carefully re-establishing them in consultation with those experts.  There is currently no evidence that any data has been extracted or lost, although the investigation remains ongoing.

With regard to the recommended acquisition of the Company as announced on 30 April 2021, Pollen Street Capital Limited has been made aware of this incident.

Tim Sykes, Chief Executive Officer of Proactis, said: "We take IT security extremely seriously and are currently working with specialist cyber security professionals to investigate the incident.  

"We have robust business continuity plans in place and are continuing to analyse the situation. The latest assessment is that there is no evidence of data having been taken from our internal systems or destroyed, though investigations remain ongoing and we are taking a highly cautious approach.  Consequently, we have taken the decision to advise those potentially affected by this incident so that they can take precautions if they so wish.

"Sadly, the risk of cyber attacks at the moment is very high. I am grateful that our network segmentation and wider IT infrastructure monitoring have limited the impact of this incident."

For further information, please contact:

Notes to Editors:

Proactis creates, sells and maintains software and services which enable organisations to streamline, control and monitor all indirect expenditure. Its solutions are used in approximately 1,100 buying organisations around the world from the commercial, public and not-for-profit sectors.

finnCap, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Proactis as financial adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than Proactis for providing the protections afforded to clients of finnCap or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither finnCap nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of finnCap in connection with this announcement, any statement contained in this announcement or otherwise.

Dealing and opening position disclosure requirements

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

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10^th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10^th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one 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, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, 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 will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Proactis' website at https://www.proactis.com/uk/investors/ 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.