Minds + Machines Group Limited

("MMX", the "Company" or "Group")

Tender Offer

Further to the announcement made on 11 August 2021, and following completion of the sale of the majority of its TLDs, Minds + Machines Group Limited (AIM: MMX) confirms that it intends to return a proportion of the sale proceeds to Shareholders by way of a Tender Offer.

Highlights

·      Return of up to £58,000,000 (approximately US$80,000,000) to shareholders via a Tender Offer at 9.6 pence per Ordinary Share

·      The Tender Offer Price represents a premium of approximately 12.9 per cent. to the price of an Ordinary Share at the close   of business on 8 September 2021 and a premium of approximately 13.1 per cent. to the volume weighted average price of an Ordinary Share for the period 11 August 2021 to 8 September 2021

·      Up to 604,166,667 Ordinary Shares will be redeemed, representing approximately 69.0 per cent. of the Company's issued share capital (if the Tender Offer is fully subscribed).

Tender Offer Process

The Tender Offer is open to all Eligible Shareholders on the Company's Register of Shareholders at 1.00 p.m. on 1 October 2021 (the "Closing Time") who may participate by tendering all or a proportion of their Ordinary Shares at 9.6 pence per Ordinary Share.

If the Tender Offer is fully subscribed, all Eligible Shareholders shall be entitled to sell their pro rata share of 604,166,667 Ordinary Shares, based on their holding of Ordinary Shares on the Record Date (being 6.00 p.m. on 1 October 2021). Pursuant to the Tender Offer, Eligible Shareholders may seek to tender more than their pro rata entitlement of Ordinary Shares to the extent that other Shareholders tender less than their pro rata entitlement. If any Shareholders have tendered less than their pro rata entitlement under the Tender Offer, surplus tenders will be accepted in proportion to the number of additional Ordinary Shares tendered, so that the total number of Ordinary Shares purchased pursuant to the Tender Offer does not exceed 604,166,667.

On the basis the Tender Offer is fully subscribed and all Shareholders are Eligible Shareholders, each Shareholder shall be entitled to tender 1 Ordinary Share for every 1.45 Ordinary Shares held by them on the Record Date. Shareholders do not have to accept the Tender Offer.

Under the BVI Business Companies Act 2004 and the AIM Rules, the Tender Offer does not require the approval of the Shareholders at a general meeting. A circular is being posted to shareholders later today (the "Circular"), which will also be available on the Company's website, www.mmx.co, with further details of the Tender Offer.

Further details of the Tender Offer are also set out below.

 Expected Timetable of Events

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

Further Information:

 For further information, please go to www.mmx.co 

The following text has been extracted from the Circular:

1             INTRODUCTION

1.1          Pursuant to the completion of the sale of the majority of the Company's gTLDs to Registry Services, LLC (an affiliate of GoDaddy Inc.) (the "Purchaser") on 11 August 2021 the Board has resolved to return a portion of the sales proceeds by way of a Tender Offer through which Shareholders have the opportunity to sell back some or (to the extent that other Shareholders tender less than their pro rata entitlement) up to all of their Ordinary Shares to the Company. In aggregate, the Company shall redeem up to 604,166,667 Ordinary Shares representing 68.97 per cent. of the issued share capital at a price of £0.096 per Ordinary Share for aggregate consideration of up to £58,000,000 (US$80,000,000) (if the Tender Offer is fully subscribed). As at the date of this announcement the Company has a total of 875,483,008 issued Ordinary Shares.

1.2          This letter sets out the background to and reasons for the Tender Offer and why the Board has resolved that the Company make the Tender Offer.

1.3          Under the Act and the AIM Rules, the Tender Offer does not require the approval at a general meeting of the Shareholders.

1.4          Although Shareholders should take their own tax advice on the implications of the Tender Offer for them, the Directors believe the Tender Offer (as opposed to a cash dividend) is a tax efficient method of returning value to Shareholders.

1.5          Shareholders do not have to accept the Tender Offer. Those Shareholders who do not accept the Tender Offer will have a proportionately larger interest in the Issued Share capital of the Company following completion of the Tender Offer (and a greater interest in the residual assets of the Company).

2             REASONS FOR THE TENDER OFFER

2.1          On 12 August 2021 the Company announced that the Company had completed the sale of the majority of the Company's assets (the "Sale"), realising gross cash proceeds of US$106,702,315 (£77,359,178 at the Exchange Rate) with an additional $13,297,685 (£9,640,822 at the Exchange Rate) paid to escrow to be released (subject to set-off in accordance with the terms of the relevant escrow agreement) on or before 31 March 2022. Following the Sale the Company has substantially divested itself of the majority of its assets and will have only limited operations.

2.2          Under the terms of a transition services agreement with the Purchaser the Company will continue to provide transition services until 31 January 2022 (the "Transition Services Period"). Prior to January 2022 the Company will seek to sell, wind-up or otherwise transfer the residual operational assets of the Company. At the end of the Transition Services Period the Company will be classified as a Rule 15 cash shell in accordance with the AIM Rules. As a Rule 15 cash shell the Company will be required to make an acquisition or acquisitions which constitute a reverse takeover under AIM Rule 14 (or seek re-admission as an investing company (as defined under the AIM Rules)), on or before the date falling six months from the end of the Transition Services Period, failing which, the Company's Ordinary Shares would be suspended from trading on AIM, pursuant to AIM Rule 40.

2.3          Following consultation with its significant Shareholders, the Board has considered options with regards to how best to implement return of capital to Shareholders and believes the Tender Offer is the right way for the Company to return value to Shareholders following the Sale.

3             CURRENT OPERATIONS AND TRADING OF THE COMPANY

Cash available to the Company

3.1          As at 8 September 2021, two days prior to publication of this announcement, the Company holds approximately US$110,000,000 of cash (£79,750,000 at the Exchange Rate) (the "Available Cash").

3.2          In addition to the Available Cash US$13,697,685 of the cash consideration for the Sale is currently held in escrow ("Escrow Cash"), to be released on or before 31 March 2022 (subject to any set-off in accordance with the terms of the sale agreement pursuant to which the Company sold the assets to the Purchaser). The Company has no reason to believe that all of the funds retained in escrow will not be released to the Company at the end of the Escrow Period.

3.3          Following completion of the Sale of the assets the Company has to pay taxes on the sale of assets in relevant jurisdiction where tax is properly due. The Company is working with its tax advisers currently to finalise relevant tax returns and expects to have paid all relevant tax by 31 March 2022. In addition to taxes, the Company has professional costs payable in relation to the transaction, and also has employee costs associated with the Sale (including severance payments to certain employees and bonuses due to senior management following the Sale) and various other contract termination or similar costs.

3.4          The Company will continue to operate the assets sold to the Purchaser for the duration of the Transition Services Period (as detailed below) and will retain a level of working capital to cover expected costs during this period (including the costs of the Company continuing to be listed on AIM and related professional costs).

3.5          In addition to working capital, the Company will retain cash to either (i) underwrite a potential acquisition, and/or (ii) cover the costs of winding-up the Company and its legacy operations should no acquisition constituting a Reverse Takeover be completed (as further detailed at paragraphs 3.11 to 3.3.132 below).

3.6          The Board has resolved to initially retain not less than US$24,000,000 (£17,400,000 at the Exchange Rate) of Available Cash until at least the expiry of the Transition Services Period to cover expected tax liabilities, one-off employee related costs, contract termination costs, professional fees, and working capital requirements of the Company during this period, mitigate tax liabilities (where delaying distribution from subsidiaries to the Company reduces taxes otherwise payable by the Company or a Group company), as well as provide a minimum cash level to consider acquisition opportunities and/or cover one-off costs of winding up the Company and its operations if no acquisition is completed.

3.7          Net of current and expected liabilities required to operate and/or wind up the business, but including cash in escrow and/or retained by the Company for the purposes of a potential reverse takeover and/or to be distributed by subsidiaries at a later date to mitigate taxes, as at the date of the Circular the Company estimates it has cash available or due to it of approximately £85,000,000, representing approximately £0.096 per Share on a net asset basis.

3.8          The Board will review the level of retained cash following expiry of the Transition Services Period and release of the Escrow Cash (net of any set-off) and expects to make a further announcement about any future further return of capital to Shareholders as appropriate. The Company also undertakes to consult with its major Shareholders on any key decisions.

Residual Assets retained by the Company; Transition Services

3.9          The Company continues to own and/or be interested in certain gTLDs and to serve as the registry service provider for a limited number of third party gTLDs. The Company is seeking to sell or transfer the operating contracts for the remaining gTLDs it owns and/or operates to third parties or otherwise wind-up the operations of the same.

3.10        The Company does not expect these remaining gTLDs to generate material revenues, either from their ongoing operation or sale. Following the Sale the Company expects to be loss making as the Company's costs as a public company listed on AIM exceed the revenue that will be received from the Transition Services and the continued operation and disposal of the retained assets and registry service contracts.

Possible RTO Considerations; Suspension and De-Listing of the Company's Shares

3.11        Following the Sale the Company has substantially divested itself of the majority of its assets and will have only limited operations. At the end of the Transition Services Period the Company will be classified as a Rule 15 cash shell in accordance with the AIM Rules. As a Rule 15 cash shell the Company will be required to make an acquisition or acquisitions which constitute a reverse takeover under AIM Rule 14 (or seek re-admission as an investing company (as defined under the AIM Rules)), on or before the date falling six months from the end of the Transition Services Period (the last day of such period being the "Suspension Date"), failing which, the Company's Ordinary Shares would be suspended from trading on AIM, pursuant to AIM Rule 40.

3.12        As at the date of the Circular the Company is not in negotiations with any third party regarding a potential reverse takeover. It is expected that acquisition opportunities will be presented to the Company prior to the Suspension Date but there can be no guarantee that an acquisition constituting a reverse takeover will be completed by the Company prior to the Suspension Date, or at all. If the Company fails to complete an acquisition constituting a reverse takeover prior to the Suspension Date its shares will be suspended from trading on AIM from such date, and if it does not complete an acquisition within 6 months of the Suspension Date, trading in the Ordinary Shares on AIM will be cancelled.

3.13        If trading of the Ordinary Shares on AIM is cancelled Shareholders will retain their holding of shares (and interest in the assets of the Company) although there will be no trading platform for Shareholders to have liquidity to dispose of their interest in the Company.

Future return of capital to Shareholders

3.14        As noted at paragraph 3.6 above, the Company is retaining approximately US$24,000,000 of the Available Cash, plus it has US$13,297,685 of the Sale Consideration currently held in escrow, subject to agreed escrow release terms, until 31 March 2022.

3.15        The Company needs to retain a portion of the Retained Cash to meet its working capital needs, and to ensure an orderly winding-up of the Company's residual business and operations. The balance of Retained Cash is however available to the Company to either (i) underwrite a proposed reverse takeover acquisition (as further detailed at paragraphs 3.11 to 3.13 above), or (ii) distribute to Shareholders, or (iii) a combination of (i) and (ii).

Impact of Not Accepting the Tender Offer

3.16        If the Company does not complete an acquisition constituting a reverse takeover and the Ordinary Shares are de-listed from AIM, it will seek to wind-up the Company in an orderly fashion following the de-listing and distribute available cash to Shareholders. At this stage it is not clear what the net asset value of the Company's assets per Ordinary Share would be at such future date, and the likely timing of such distribution cannot be confirmed at this time, but it is expected (after payment of relevant costs and taxes due by the Group following the Sale) the future distribution would be at a price similar to the Tender Price. The Company will seek to minimise costs associated with winding-up the Company, and maximise any return of cash to Shareholders, and it is possible a future distribution would be at a small premium to the Tender Price. Similarly, if costs are greater than expected, or it takes longer to complete the winding-up process, the future distribution may be at a discount to the Tender Price. Whilst Shareholders may wish to retain a stake in the Company on the basis they believe an acquisition will be completed (and they wish to retain a greater interest in such new business), as detailed at paragraph 12 below, it is not recommended Shareholders reject the Tender Offer on the basis they believe a future distribution will be at a premium to the Tender Price currently offered, as the Company can provide no guarantee at this stage that would be the case and the amount of cash available to be distributed at such time is subject to a number of factors beyond the Company's control.

3.17        If the Company does complete an acquisition constituting a reverse takeover the Company will seek to retain its AIM listing for Ordinary Shares. The Board can provide no assurance that such an acquisition will be completed, the sector of operations of such an acquisition, or the likely terms of any such deal. In the event an acquisition is completed however, Shareholders not accepting the Tender Offer will have an increased pro rata interest in such new business as compared to their interest in the Company as at the date of the Circular.

4             THE TENDER OFFER

4.1          The terms of the Tender Offer, that all Eligible Shareholders tendering Ordinary Shares must accept and agree to, are set out at Part Two of the Circular.

4.2          The Tender Offer is being made available to all Eligible Shareholders on the Register as at the Record Date (other than certain Overseas Shareholders, as described in paragraph 9 of this Part One (Overseas Shareholders) below).

4.3          Eligible Shareholders are invited to tender Ordinary Shares for purchase by the Company on the terms and subject to the conditions set out in Part Two of the Circular and, in the case of Eligible Shareholders holding certificated Ordinary Shares, in the Form of Acceptance and, in the case of Eligible Shareholders holding Depositary Interests, by sending a TTE Instruction.

4.4          The maximum number of Ordinary Shares that will be purchased by the Company under the Tender Offer is 604,166,667.

4.5          To be valid, Forms of Acceptance must be received by the Receiving Agent, and in the case of a TTE Instruction must settle, no later than by 1.00 p.m. on 1 October 2021 (that is, the Record Date).

4.6          Eligible Shareholders may either tender: (a) some; (b) all; or (c) none of their Ordinary Shares.

4.7          Pursuant to the Tender Offer Eligible Shareholders may sell more than their pro rata entitlement of Ordinary Shares to the extent that other Shareholders tender less than their pro rata entitlement. If any Shareholders have tendered less than their pro rata entitlement under the Tender Offer, surplus tenders will be accepted in proportion to the number of additional Ordinary Shares tendered so that the total number of Ordinary Shares purchased pursuant to the Tender Offer does not exceed 604,166,667.

4.8          Once redeemed, all Tendered Shares will be cancelled by the Company. The overall number of issued Ordinary Shares will therefore be reduced by the number of Tender Shares cancelled. The practical effect of this is that, subject to the Tender Offer being fully subscribed, each remaining Ordinary Share will (immediately following such cancellation) represent a greater percentage of the Company's issued share capital than it does at present.

4.9          The Company will satisfy payment for Tendered Shares entirely from its own resources and the proceeds of the Sale.

4.10        Action required by Eligible Shareholders who do wish to participate in the Tender Offer is set out at paragraph 11 of this Part One of the Circular.

4.11        Eligible Shareholders do not have to tender any Ordinary Shares if they do not wish to, but, once submitted, a Form of Acceptance and/or a TTE Instruction is irrevocable and cannot be withdrawn. Eligible Shareholders should note that, once tendered, Ordinary Shares may not be sold, transferred, charged or otherwise disposed of.

4.12        All or part of a registered holding of Ordinary Shares may be tendered, but only one tender may be made in respect of any single Ordinary Share. The total number of Ordinary Shares tendered by any Eligible Shareholder should not exceed the total number of Ordinary Shares registered in such Eligible Shareholder's name.

4.13        All Ordinary Shares which are successfully tendered and accepted by the Company (at its sole discretion) will be purchased at the Purchase Price. No Ordinary Shares tendered or purported to be tendered at any price other than the Purchase Price will be purchased by the Company.

4.14        Shareholders should note that the Company is entitled not to, and will not, proceed with the Tender Offer if the Directors determine, prior to 11.00 a.m. on the Record Date that:

(a)           the Board cannot be satisfied on reasonable grounds that the Company will, immediately after completion of the Tender Offer, satisfy the solvency test prescribed by the Act; or

(b)           the Board in its absolute discretion concludes that the Tender Offer would no longer be likely to promote the success of the Company for the benefit of Shareholders as a whole; or

(c)           there shall occur any material adverse change in national or international, financial, economic, political or market conditions,

which, in respect of (b) and (c) above, in the reasonable opinion of the Directors of the Company, renders the Tender Offer temporarily or permanently impractical or inadvisable (taking into account the background to and reasons for the Tender Offer); the Company shall in such a case terminate the Tender Offer and shall, as soon as reasonably practicable thereafter, notify the Eligible Shareholders affected in writing (and return tendered Ordinary Shares as soon as reasonably practicable).

4.15        Unless the Tender period is extended (at the sole discretion of the Board) the Tender Offer will remain open from the date of the Circular until 1.00 p.m. on the Record Date (in the event of an extension of the Tender Period the Company will notify all Shareholders by way of regulatory news announcement on the day any extension is approved).

4.16        In the event that the Tender Offer is cancelled or withdrawn by the Company (at its sole discretion), neither the Company nor any Director shall have any liability to any Shareholder for any loss, damage or costs caused to such Shareholder as a direct or indirect result of the Tender Offer and/or its withdrawal or cancellation.

4.17        Ordinary Shares purchased pursuant to the Tender Offer will be acquired free of all liens, charges, restrictions, claims, equitable interests and encumbrances and together with all rights attaching thereto.

4.18        The Purchase Price is net of all direct costs and expenses incurred by the Company in connection with the Tender Offer and therefore the Purchase Price is the actual amount which will be received from the Company per Ordinary Share successfully sold by an Eligible Shareholder under the Tender Offer.

Allocation policy

4.19        Each Eligible Shareholder is be entitled to sell its pro rata share of the maximum 604,166,667 Ordinary Shares the subject of the Tender Offer registered in his/her/its name on the Record Date, rounded down to the nearest whole number of Ordinary Shares. Eligible Shareholders may sell more than their pro rata entitlement of Ordinary Shares to the extent that other Shareholders tender less than their pro rata entitlement of Ordinary Shares. To the extent that any Shareholders have tendered less than their pro rata entitlement under the Tender Offer, surplus tenders will be accepted in proportion to the number of additional Ordinary Shares tendered so that the total number of Ordinary Shares purchased pursuant to the Tender Offer does not exceed 604,166,667.

5             SIGNIFICANT SHAREHOLDER INTENTIONS

5.1          Prior to proceeding with the Tender Offer the Company consulted certain large Shareholders. In particular the has Company received commitments from certain Shareholders who collectively hold 405,300,807 Ordinary Shares that they will, subject to there being no legal restrictions on such party dealing at such time, tender not less than their pro rata Tender Entitlement which amounts to approximately 279,657,556 Tender Shares as set out below:

¹ Acting as discretionary investment manager for the account of and on behalf of funds or accounts managed by it and/or as agent of Lombard Odier Asset Management (USA) Corp, acting as discretionary investment manager for the account of and on behalf of funds or accounts managed by them.

Takeover Offer Obligations under Articles of Association Waived

5.2          Under Regulation 23 of the Company's Articles of Association the Board has the right to require any Shareholder (or any "concert party") interested in greater than 30 per cent. of the issued share capital of the Company from time-to-time, to make an offer for the balance of the Ordinary Shares not in its or their control. For the avoidance of doubt, the Board has irrevocably resolved that no Shareholder breaching the 30 per cent. threshold as a result of completion of the Tender Offer shall be required to make a mandatory bid under the Articles of Association.

6             DIRECTORS' INTENTIONS

6.1          Details of Directors' shareholdings and those of their respective connected persons, and the intentions of the Directors in relation to the Tender Offer (subject to there being no legal restrictions on such party dealing at such time), are set out below:

¹ Mr Turcan is a representative of Lombard Odier Asset Management Europe Limited ("LOAME"), which in its capacity as discretionary investment manager for certain funds and accounts holding in aggregate 132,199,564 Ordinary Shares has committed (subject to there being no legal restrictions on such party dealing at such time) to tender not less than its pro rata Tender Entitlement as set out above.

7             TAXATION

7.1          No advice is provided regarding taxation. Any Shareholder who is in any doubt as to their tax position should consult an appropriate professional adviser.

8             CLOSING TIME AND RECORD DATE

8.1          Only Eligible Shareholders who hold Ordinary Shares at the Closing Time on the Record Date are eligible to participate in the Tender Offer in respect of those Ordinary Shares so held. Any Shareholder holding shares in certificated form who returns a Form of Acceptance is required to return also the relevant share certificate or a completed letter of indemnity in lieu thereof by the Record Date.

9             OVERSEAS SHAREHOLDERS

9.1          U.S. Shareholders should refer to the Notice to U.S. Shareholders attached to the Circular for instructions on how they can participate in the Tender Offer.

9.2          The Tender Offer is not available to Shareholders whose address, as stated on either of the Registers, is in a Restricted Jurisdiction, or who are resident in a Restricted Jurisdiction. The Board shall use its discretion in deciding whether the Tender Offer is made available to Shareholders whose address or place of residence is not in a Restricted Jurisdiction but is outside of the UK. A Restricted Jurisdiction includes Australia, New Zealand, the Republic of Ireland, South Africa, Canada or Japan or any other jurisdiction where the mailing of the Circular, or the making of the Tender Offer into such jurisdiction would constitute a violation of the laws of such jurisdiction.

9.3          The making of the Tender Offer in, or to persons resident in, jurisdictions outside the United Kingdom or custodians, nominees or trustees for persons who are citizens, residents or nationals of jurisdictions outside the United Kingdom may be prohibited or affected by the laws of the relevant overseas jurisdiction. Shareholders who are Overseas Shareholders should inform themselves about and observe any applicable legal or regulatory requirements. It is the responsibility of any such Shareholder wishing to tender Ordinary Shares to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such jurisdiction. If you are in any doubt about your position, you should consult your professional adviser in the relevant jurisdiction.

9.4          Shareholder will be responsible for any such issue, transfer or other taxes payable and the Company and any person acting on their behalf shall be fully indemnified and held harmless by such Shareholder for any such issue, transfer or other taxes such person may be required to pay. No steps have been taken to register or qualify the Tender Offer or to authorise the extending of the Tender Offer or the distribution of the Circular, the Form of Acceptance and any related documents in any territory outside the United Kingdom.

9.5          A Shareholder will be deemed not to have tendered Ordinary Shares pursuant to the Tender Offer if:

(a)           such Shareholder is unable to make the representations and warranties set out in paragraph 5 of Part Two of the Circular (in the case of Shareholders holding their interest in certificated form) and paragraph 6 of Part Two of the Circular (in the case of Shareholders holdings Depositary Interests); or

(b)           such Shareholder completes Box 1 of a Form of Acceptance with an address in any Restricted Jurisdiction or has a registered address in any Restricted Jurisdiction and in either case such Shareholder does not insert in Box 1 of a Form of Acceptance the name and address of the person or agent outside of any Restricted Jurisdiction to whom he wishes the consideration to which he is entitled under the Tender Offer to be sent, subject to the provisions of this paragraph and applicable law; or

(c)           such Shareholder inserts in Box 5 of a Form of Acceptance the name and address of a person or agent in any Restricted Jurisdiction to whom he wishes the consideration to which such Shareholder is entitled under the Tender Offer to be sent; or

(d)           the Form of Acceptance received from him is in an envelope postmarked in, or which otherwise appears to the Company or its agents to have been sent from any Restricted Jurisdiction.

9.6          The Company reserves the right, in its absolute discretion, to investigate in relation to any acceptance, whether the representations and warranties in paragraphs 5 and 6 (as applicable) of Part Two of the Circular are correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation and warranty is not correct, such acceptance shall not be valid.

9.7          The provisions in this paragraph 9 and/or any other terms of the Tender Offer relating to Overseas Shareholders, may be waived, varied or modified as regards a specific Shareholder or on a general basis by the Company in its absolute discretion but only if the Company is satisfied that such waiver, variation or modification will not constitute or give rise to breach of applicable securities or other laws. References to a "Shareholder" shall include references to the persons executing Forms of Acceptance and and/or submitting a TTE Instruction, and in the event of more than one person executing Forms of Acceptance, the provisions in paragraph 9.5 above shall apply to them jointly and severally.

10           ADDITIONAL INFORMATION

10.1        If you are in any doubt about the completion of the Form of Acceptance or submission of a TTE Instruction please contact The Receiving Agent, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol BS99 6AH on 0370 702 0000 if calling from within the United Kingdom or +44 370 702 0000 if calling from outside of the United Kingdom Monday to Friday during the hours of 8.30 a.m. to 5.00 p.m. (London time). For legal reasons the Receiving Agent will not be able to give advice on the merits of the Tender Offer or to provide legal, financial or taxation advice, and accordingly Shareholders should consult with their stockbroker, solicitor, accountant, bank manager or other independent professional adviser for such advice.

11           ACTION TO BE TAKEN

11.1        Shares held in certificated form

Eligible Shareholders who hold Ordinary Shares in certificated form and who wish to participate in the Tender Offer should follow the instructions on the accompanying Form of Acceptance and return it to the Receiving Agent at Computershare Investor Services Plc, Corporate Actions Projects, Bristol BS99 6AH to arrive by no later than 1.00 p.m. on 1 October 2021 (the Record Date). Eligible Shareholders who hold their Ordinary Shares in certificated form should also send their share certificate(s) or other documents of title in respect of the Ordinary Shares tendered with their Form of Acceptance to the Receiving Agent at Computershare Investor Services Plc, Corporate Actions Project, Bristol BS99 6AH, to be received not later than the Record Date. Further details of the procedure for tendering and settlement are set out in Part Two of the Circular and on the accompanying Form of Acceptance.

COMPLETED FORMS OF ACCEPTANCE MUST BE RECEIVED NOT LATER THAN 1.00 P.M. ON 1 OCTOBER 2021.

The execution of the Form of Acceptance will constitute the irrevocable appointment of any director or officer of the Company, or other person(s) nominated by the Company, as a Shareholder's attorney and/or agent ("Attorney") and an irrevocable instruction and authorisation for the Attorney to complete and execute all or any instruments of transfer and/or other documents at the Attorney's absolute discretion in relation to the Ordinary Shares being tendered by that Shareholder. Further details of the procedures for tendering and settlement are set out in Part Two of the Circular and, in the case of Shareholders tendering Ordinary Shares held in certificated form, in the Form of Acceptance.

Further copies of the Form of Acceptance may be obtained on request from the Receiving Agent by calling between 8.30 a.m. and 5.00 p.m. (London time) Monday to Friday on 0370 702 0000 if calling from within the United Kingdom or +44 370 702 0000 if calling from outside the United Kingdom.

11.2        Interest in Ordinary Shares in uncertificated form held as Depositary Interests in CREST

Eligible Shareholders who hold their interest in Ordinary Shares in uncertificated form as Depositary Interests in CREST and who wish to tender all or any of their Ordinary Shares under the Tender Offer should tender electronically through CREST so that the TTE Instruction settles no later than 1.00 p.m. on 1 October 2021. Further details of the procedures for tendering and settlement are set out in Part Two of the Circular.

11.3        U.S. Shareholders

U.S. Shareholders should refer to the Notice to U.S. Shareholders attached to the Circular for instructions on how they can participate in the Tender Offer.

11.4        Shareholders who do not want to participate in the Tender Offer

Shareholders who do not want to participate in the Tender Offer should not complete the Form of Acceptance and will not be required to make a TTE Instruction.

12           NO RECOMMENDATION

12.1        The Directors make no recommendation to Shareholders in relation to whether or not tendering for sale any of their Ordinary Shares pursuant to the Tender Offer is in their best interests. Whether or not Eligible Shareholders decide to tender any of their Ordinary Shares will depend, among other things, on their individual circumstances, including their tax position, and on their view of the Company's prospects, and the management's experience and ability to identify suitable acquisition targets in the future.

12.2        In the event no acquisition constituting a Reverse Takeover is completed it is expected that the Board will seek to wind-up the Company and, after payment of relevant costs, distribute available cash to Shareholders. At this stage it is not clear what the net asset value of the Company's assets per Ordinary Share would be at such future date, and the likely timing of such distribution cannot be confirmed at this time, but it is expected (after payment of relevant costs and taxes due by the Group following the Sale) the future distribution would be at a price similar to the Tender Price. The Company will seek to minimise costs associated with winding-up the Company, and maximise any return of cash to Shareholders, and it is possible a future distribution would be at a small premium to the Tender Price. Similarly, if costs are greater than expected, or it takes longer to complete the winding-up process, the future distribution may be at a discount to the Tender Price.

12.3        Whilst the Board makes no recommendation to Shareholders as to whether they accept the Tender Offer in respect of their Ordinary Shares, it is not recommended Shareholders reject the Tender Offer on the basis they believe a future distribution will be at a premium to the Tender Price currently offered, as the Company can provide no guarantee at this stage that would be the case and the amount of cash available to be distributed at such time is subject to a number of factors beyond the Company's control.

12.4        Shareholders in any doubt as to the action they should take should consult an appropriately qualified independent financial adviser authorised under the Financial Services and Market Act 2000.