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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

23 November 2021

RECOMMENDED CASH ACQUISITION

of Universe Group plc ("Universe")

by

Inform Information Systems Limited ("IISL")

(a wholly owned subsidiary of Professional DataSolutions, 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 Universe and IISL are pleased to announce that they have reached agreement on the terms and conditions of a recommended cash offer by IISL for the entire issued, and to be issued, ordinary share capital of Universe (the "Acquisition"). It is intended that the Acquisition be effected by means of a court‑sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Companies Act") (although IISL reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the terms of the Co-operation Agreement and consent of the Panel). 

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

for each Universe Share: 12 pence in cash

·    The Acquisition values Universe's entire issued, and to be issued, ordinary share capital at approximately £33.1 million on a fully diluted basis.

The Acquisition Price represents a premium of approximately

·      129 per cent. to the Closing Price of 5.25 pence per Universe Share on 22 November 2021 (being the last Business Day prior to the Announcement Date);

·      165 per cent. to the volume weighted average price per Universe Share of 4.52 pence for the one-month period ending on 22 November 2021 (being the last Business Day prior to the Announcement Date); and

·      163 per cent. to the volume weighted average price per Universe Share of 4.56 pence for the three-month period ending on 22 November 2021 (being the last Business Day prior to the Announcement Date).

·    If any dividend or other distribution is declared, made or paid in respect of Universe Shares on or after the Announcement Date, IISL reserves the right to reduce the Acquisition Price by the amount of such dividend or other distribution, in which case any reference in this Announcement to the Acquisition Price payable under the terms of the Acquisition will be deemed to be a reference to the Acquisition Price so reduced. In such circumstances, Universe Shareholders would be entitled to receive and retain any such dividend or other distribution.

Background to and reasons for the Acquisition

·    PDI believes that the acquisition of Universe by IISL represents an attractive opportunity for PDI to expand from both a geography and solution perspective. 

·    The combination of PDI and Universe will offer enhanced breadth and depth of services, and create a leading global platform supported by leading technology to drive high value integrated solutions to clients. PDI is confident that the combination will facilitate even greater success for both companies and create opportunities to develop talent, while crystallising attractive value creation for PDI's shareholders.

·    PDI helps convenience retailers and petroleum wholesalers thrive through digital transformation and enterprise software that enables them to grow topline revenue, optimise operations and unify their business across the entire value chain. Over 1,500 customers in more than 200,000 locations worldwide count on PDI's leading ERP, logistics, fuel pricing, security, and marketing cloud solutions to provide insights that increase volume, margin and customer loyalty. For more than 35 years, PDI's comprehensive suite of solutions and unmatched expertise have helped customers reimagine their enterprise and deliver exceptional customer experiences.   

·    PDI has a long track record of success, delivering services to clients in a range of sectors. In addition, PDI is a highly experienced acquirer and has a proven track record of successful M&A, having completed 21 acquisitions since 2016.

·    In order to maximise its future potential, PDI believes that Universe will be better suited to a private company environment. This will release Universe from the costs associated with being a listed company as well as short term financial reporting. Further, with appropriate support and assistance from PDI, Universe will be able to concentrate on long term organic growth and strengthen its client proposition.

Universe recommendation

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

·    Accordingly, the Universe Directors intend to recommend unanimously that Universe Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution(s) to be proposed at the Universe General Meeting as the Universe Directors who hold interests in Universe Shares have irrevocably undertaken to do in respect of their own beneficial holdings of 25,786,686 Universe Shares representing, in aggregate, approximately 9.88 per cent. of Universe's issued ordinary share capital on 22 November 2021 (being the last Business Day prior to the Announcement Date).

Irrevocable undertakings and letters of intent

·    In addition to the irrevocable undertakings from the Universe Directors who hold interests in Universe Shares, Harwood Capital LLP has provided an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution(s) to be proposed at the Universe General Meeting in respect of 44,531,850 Universe Shares, representing, in aggregate, approximately 17.06 per cent. of Universe's issued ordinary share capital on 22 November 2021 (being the last Business Day prior to the Announcement Date).

·    In addition, Downing LLP has provided an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution(s) to be proposed at the Universe General Meeting in respect of 44,058,131 Universe Shares, representing, in aggregate, approximately 16.88 per cent. of Universe's issued ordinary share capital on 22 November 2021 (being the last Business Day prior to the Announcement Date).

·    Ennismore Fund Management Limited has provided a letter of intent to vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution(s) to be proposed at the Universe General Meeting in respect of 19,281,995 Universe Shares, for which it is able to exercise all rights, representing, in aggregate, approximately 7.39 per cent. of Universe's issued ordinary share capital on 22 November 2021 (being the last Business Day prior to the Announcement Date).

·    IISL has therefore received irrevocable undertakings and a letter of intent in respect of a total of 138,658,662 Universe Shares representing, in aggregate, approximately 51.20 per cent. of Universe's issued ordinary share capital on 22 November 2021 (being the last Business Day prior to the Announcement Date).

·    Further details of these irrevocable undertakings (including the circumstances in which they shall cease to be binding) and the letter of intent are set out in Appendix III to this Announcement.

Information on Universe

Universe is a leading financial technology company, which designs, develops and supports point of sale, payment and online loyalty solutions and systems for the petrol forecourt and convenience store markets in the United Kingdom.

 Information on IISL and PDI

·    IISL is a private limited company incorporated in England and Wales on 13 December 1990 with company number 02568442 having its registered office at 5 New Street Square, London, England, EC4A 3TW. The entire issued share capital of IISL is owned directly by PDI. IISL's principal activity is the supply and maintenance of software and associated professional services. The directors of IISL are James Frangis, Christine Hatcher and Stacey Smotherman.

·    The annual report of IISL for the financial year ended 31 December 2019 is available at the website of the UK Registrar of Companies at https://find-and-update.company-information.service.gov.uk/company/02568442/filing-history.

·    PDI is a leader in enterprise management software for the convenience retail and petroleum wholesale markets. PDI helps its customers thrive through digital transformation and enterprise software that enables them to grow topline revenue, optimise operations and unify their business across the entire value chain. More than 1,500 companies, representing more than 200,000 locations worldwide, use PDI's solutions and expertise. PDI's revenue for the financial year ended 31 December 2020 was $360.7 million.

·      PDI is a portfolio company of the private equity group Insight Partners, with Insight holding a majority stake in PDI and with each of Genstar Capital and TA Associates holding a minority stake.

·    Insight Partners is a leading global venture capital and private equity firm investing in high-growth technology and software companies that are driving transformative change in their industries. Founded in 1995, Insight Partners has more than $30 billion in capital commitments and invested in over 400 companies worldwide. Its mission is to find, fund and work successfully with visionary executives, providing them with practical, hands-on growth expertise to foster long-term success. Its market reach gives executive teams access to networks, customers, resources, data, acquisition targets, and counsel. Its scale provides companies with a platform to win in M&A and organic growth.

·    Genstar Capital is a leading private equity firm that has been actively investing in high quality companies for over 30 years. Based in San Francisco, Genstar works in partnership with its management teams and its network of strategic advisors to transform its portfolio companies into industry-leading businesses. Genstar currently has approximately $33 billion of assets under management and targets investments focused on targeted segments of the software, financial services, industrials, and healthcare industries.

·      TA Associates is a leading global growth private equity firm. Focused on targeted sectors within five industries - technology, healthcare, financial services, consumer and business services - the firm invests in profitable, growing companies with opportunities for sustained growth, and has invested in more than 550 companies around the world. Investing as either a majority or minority investor, TA employs a long-term approach, utilizing its strategic resources to help management teams build lasting value in high quality growth companies. TA has raised $47.5 billion in capital since its founding in 1968. The firm's more than 100 investment professionals are based in Boston, Menlo Park, London, Mumbai and Hong Kong.

·    PDI believes the global convenience retail industry will benefit from the combination of Universe and PDI, based on complementary solutions in point-of-sale, payments, and back office, as well as similarly strong reputations in their shared industry.

Timetable and Conditions

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

·    The Scheme will be put to Universe Shareholders for approval at the Court Meeting and at the Universe General Meeting. In order to become Effective, (i) the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Universe Shares voted at that meeting, (ii) the Special Resolution(s) approving and implementing the Scheme must be passed by Universe Shareholders representing at least 75 per cent. of votes cast at the Universe General Meeting and (iii) the Scheme must be sanctioned by the Court; and (iv) the Court Order must be delivered to the Registrar of Companies.

·    The Acquisition is subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in full in the Scheme Document. It is expected that the Scheme will become Effective early in 2022.

·    The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the Universe General Meeting, together with the forms of proxy for use at the Court Meeting and the Universe General Meeting, will be published as soon as practicable and in any event within 28 days of the Announcement Date or such later date as Universe, IISL and the Panel agree.

·    Commenting on the Acquisition, Andrew Blazye, Executive Chairman of Universe, said:

"The new Universe Executive team has come together recently and has already made good progress in defining and executing the Company strategy. I would personally like to thank all the employees of Universe for welcoming the new Executive team so readily and for all their hard work and support over recent months.

Whilst the Board and management team believe in the future of the business in its current guise, we welcome the opportunity for the Universe shareholders to realise their investment at a premium of 129% to yesterday's closing price.

With its focus on the Fuel and Forecourt market, and its commitment to investment in associated customer solutions, the Universe Directors believe that PDI will be an excellent partner to Universe and its management and employees. We believe the proposed transaction reflects these opportunities."

·    Commenting on the Acquisition, James Frangis, CEO at PDI and director of IISL said:

"We are delighted to have reached agreement on the terms of the Offer with the board of Universe. This represents a great deal for Universe shareholders. The combination of PDI and Universe will allow for PDI point-of-sale (POS) solutions continued growth in a more complete integrated solution. Additionally, the combined organisation will create a strong foundation to serve petrol convenience customers throughout the rest of Europe."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement including the Appendices. The Acquisition will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II to this Announcement contains the sources of information and bases of calculations of certain information contained in this summary and the Announcement, Appendix III contains a summary of the irrevocable undertakings and the letter of intent received in relation to this Acquisition and Appendix V contains definitions of certain expressions used in this summary and in this Announcement.

Enquiries:

Willkie Farr & Gallagher (UK) LLP is acting as legal adviser to PDI and IISL.

Eversheds Sutherland (International) LLP is acting as legal adviser to Universe.

Important Notices

finnCap, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Universe as financial adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than Universe 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.

VSA Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for PDI and IISL as financial adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than PDI or IISL for providing the protections afforded to clients of VSA Capital or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither VSA Capital 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 VSA Capital in connection with this announcement, any statement contained in this announcement or otherwise.

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer to sell or an invitation to purchase, any securities or the solicitation of an offer to buy any securities, or of any vote or any approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, any document by which the Takeover Offer is made) which, together with the forms of proxy (or forms of acceptance), shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of, or acceptance of, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document to be published by IISL).

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

Overseas Shareholders

This Announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England.

The release, publication or distribution of this Announcement in or into certain jurisdictions other than the UK may be restricted by law. Persons who are not resident in the UK or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. The availability of the Acquisition to Universe Shareholders who are not resident in the UK (and, in particular, their ability to vote their Universe Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements, as 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.

Unless otherwise determined by IISL or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall 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 form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the Financial Conduct Authority. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

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

Additional Information for US Investors in Universe

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act.

Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If IISL were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the US by IISL and no one else.

The receipt of cash pursuant to the Acquisition by a US Universe Shareholder as consideration for the transfer of its Universe Shares pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Universe Shareholders are urged to consult their independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to them.

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

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, IISL, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Universe Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, each of VSA Capital and finnCap will continue to act as a connected exempt principal trader in Universe Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward Looking Statements

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

Such 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 IISL and Universe about future events, and are therefore subject to risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including: increased competition, the loss of or damage to one or more key customer relationships, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements. Such forward looking statements should therefore be construed in the light of such factors. Neither IISL nor Universe, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Announcement will actually occur. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to any member of the IISL Group or the Universe Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

IISL and Universe expressly disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No Profit Forecasts or Estimates

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

Disclosure Requirements of the Takeover Code

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) 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, 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 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Universe Shareholders, persons with information rights and other relevant persons for the receipt of communications from Universe may be provided to IISL 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.

Publication on Website and Availability of Hard Copies

A copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Universe's website at https://universeplc.com/investor-relations by no later than 12 noon (London time) on the business day following the Announcement Date. For the avoidance of doubt, the contents of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.

Universe Shareholders may request a hard copy of this Announcement by contacting Link Group between 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except public holidays in England and Wales) on 0371 664 0321 (or if calling from outside the UK +44 (0) 371 664 0321 ) or by submitting a request in writing to the Registrar of Companies at Link Group, Corporate Actions Team, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL or by email to shareholderenquiries@linkgroup.co.uk. Universe Shareholders may also request that all future documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made.

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.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, Universe confirms that as at the Announcement Date, it has in issue and admitted to trading on AIM 261,066,720 Universe Shares (excluding Universe Shares held in treasury). The International Securities Identification Number (ISIN) of the Universe Shares is GB0009483594.

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

23 November 2021

RECOMMENDED CASH ACQUISITION

of

Universe Group plc ("Universe")
 

by

Inform Information Systems Limited ("IISL")

(a wholly owned subsidiary of Professional DataSolutions, Inc.)

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

1.       Introduction

The boards of directors of Universe and IISL are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued, and to be issued, ordinary share capital of Universe by IISL. It is intended that the Acquisition will be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

2.       The Acquisition

Under the terms of the Acquisition, which shall be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document, Universe Shareholders who are on the register of members of Universe at the Scheme Record Time shall be entitled to receive:

for each Universe Share: 12 pence in cash

The Acquisition values Universe's entire issued, and to be issued, ordinary share capital at approximately £33.1 million on a fully diluted basis.

The Acquisition Price per Universe Share represents a premium of approximately:

·    129 per cent. to the Closing Price of 5.25 pence per Universe Share on 22 November 2021 (being the last Business Day prior to the Announcement Date);

·    165 per cent. to the volume weighted average price per Universe Share of 4.52 pence for the one-month period ending on 22 November 2021 (being the last Business Day prior to the Announcement Date); and

·    163 per cent. to the volume weighted average price per Universe Share of 4.56 pence for the three-month period ending on 22 November 2021 (being the last Business Day prior to the Announcement Date).

If any dividend or other distribution is declared, made or paid in respect of Universe Shares on or after the Announcement Date, IISL reserves the right to reduce the Acquisition Price by the amount of such dividend or other distribution, in which case any reference in this Announcement to the Acquisition Price payable under the terms of the Acquisition will be deemed to be a reference to the Acquisition Price so reduced. In such circumstances, Universe Shareholders would be entitled to receive and retain any such dividend or other distribution.

It is expected that the Scheme Document will be published as soon as reasonably practicable and in any event within 28 days of this Announcement or such later date as Universe, IISL and the Panel agree, that the Court Meeting and the Universe General Meeting will be held as soon as practicable thereafter and that the Scheme will become Effective early in 2022.

3.       Background to and reasons for the Acquisition

PDI believes that the acquisition of Universe by IISL represents an attractive opportunity for PDI to expand from both a geography and solution perspective. 

The combination of PDI and Universe will offer enhanced breadth and depth of services, and create a leading global platform supported by leading technology to drive high value integrated solutions to clients. PDI is confident that the combination will facilitate even greater success for both companies and create opportunities to develop talent, while crystallising attractive value creation for PDI's shareholders.

PDI helps convenience retailers and petroleum wholesalers thrive through digital transformation and enterprise software that enables them to grow topline revenue, optimise operations and unify their business across the entire value chain. Over 1,500 customers in more than 200,000 locations worldwide count on PDI's leading ERP, logistics, fuel pricing, security, and marketing cloud solutions to provide insights that increase volume, margin and customer loyalty. For more than 35 years, PDI's comprehensive suite of solutions and unmatched expertise have helped customers reimagine their enterprise and deliver exceptional customer experiences. 

PDI has a long track record of success, delivering services to clients in a range of sectors. In addition, PDI is a highly experienced acquirer and has a proven track record of successful M&A, having completed 21 acquisitions since 2016.

In order to maximise its future potential, PDI believes that Universe will be better suited to a private company environment. This will release Universe from the costs associated with being a listed company as well as short term financial reporting. Further, with appropriate support and assistance from PDI, Universe will be able to concentrate on long term organic growth and strengthen its client proposition.

4.       Recommendation

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

Accordingly, the Universe Directors intend to recommend unanimously that Universe Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution(s) to be proposed at the Universe General Meeting as the Universe Directors who hold interests in Universe Shares have irrevocably undertaken to do in respect of their own beneficial holdings of 25,786,686 Universe Shares representing, in aggregate, approximately 9.88 per cent. of Universe's issued ordinary share capital on 22 November 2021 (being the last Business Day prior to the Announcement Date).

5.       Background to and reasons for the recommendation

Background

Universe is proud of the position it has established in the fuel and forecourt market where it and its htec brand have a strong reputation. The Universe Board have assessed the merits of the Acquisition against the financial performance, prospects and position of Universe and the backdrop of the threats and risks of remaining an independent listed business.

Terms of the Acquisition

The Universe Board recognise that the Acquisition presents a welcome opportunity for Universe Shareholders to realise the value of their holdings in cash with certainty at an immediate and very significant premium to the price at which Universe Shares have traded for many years, and one which may not be achievable in the short to medium term. The Universe Board are mindful that there is a very low level of trading liquidity in Universe Shares and that the Acquisition provides a liquidity opportunity that Universe Shareholders may not otherwise receive.

The Universe Board note that the Acquisition Price also represents a material increase on PDI's initial proposal of 8 pence per Universe Share and subsequent proposal at 10 pence per Universe Share. The Universe Board has in past years received and explored other proposals, each at lower prices than the Acquisition Price.

The Universe Board have also borne in mind that PDI has procured irrevocable undertakings to vote (or, where applicable, procure voting) in favour of the Scheme at the Court Meeting and the Special 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, a majority of the Universe Shares in issue.

Future growth

Following a period of low growth and lack of improvement in financial performance, the Universe Board recently undertook a strategic review process with the view to identifying opportunities for growth, as well as identifying remedial actions to current operations to improve efficiencies.

The Universe Board are encouraged by the recent evidence of commercial and operational improvements set out in paragraph 2 regarding current trading of Universe under the leadership of a new executive management team. The Universe Board also note that the markets served by the Universe Group have generally stabilised as the UK emerges from the Covid-19 pandemic.

The Universe Board are however concerned that there is still a large degree of uncertainty as to what the economic recovery looks like or what future pressures, or indeed opportunities might be. Whilst the Universe Directors are confident that the successful execution of the Universe Group's new strategy would provide long-term growth and create value for Universe Shareholders, they are also cognisant of the time it may take to see tangible results as well as the risks associated with the implementation of the new strategy, the outcome of which is not assured.

The Universe Board recognise in this regard the benefits to the Universe Group and its employees and commercial partners of joining a larger, international, and more established platform such as that offered by PDI. The financial and strategic advantages would be highly beneficial to Universe in delivering this accelerated expansion and longer-term value creation. Implementation of the Universe Group's new strategy and its delivery would require new external financing over the medium to longer term, which the Universe Board cannot with certainty say will be available on commercially acceptable terms.

The Universe Board have noted the assertions from PDI on their track record of successfully executing accretive acquisitions and in doing so adding complementary products to its offering and realising incremental synergies not available to Universe alone. The Universe Board notes the intention of PDI to provide support, capital and assistance to Universe to maximise growth of the Combined Group.

The Universe Board has also carefully considered PDI's intentions for the business, management, employees and other stakeholders of Universe, including Universe's many customers and partners. The Universe Board note that PDI intend to undertake a comprehensive review of the Universe business and that the detailed scope of this review and its timetable has not yet been finalised, and accordingly, the full impact of the Acquisition is not currently visible to the Universe Board.

The Universe Board welcomes the acknowledgement by PDI of the contribution that Universe's management and employees have made to date and shares PDI's belief that are very important to the future development of the Combined Group. The Universe Board is pleased in this regard that PDI intends to approach employee and management integration with the aim of retaining and motivating the best talent across the Combined Group to create a best-in-class organisation.

However, the Universe Board notes PDI's statement that there may be some changes to remove duplication of roles across the Combined Group. The Universe Board also note that PDI have indicated that the strategic review could lead to changes to the Group's research and development capabilities on a standalone basis, and separately, that there may be potentially material headcount reductions across the Combined Group.

The Universe Board are regretful of the impact that this may have on affected employees and R&D functions, and notes that in the absence of the Acquisition, the headcount of the Universe Group and investment in research and development was expected to be increased. The Universe Board however recognise the need for unlocking operational efficiencies across the Combined Group and that the extent of any changes across the Combined Group (and not necessarily solely within Universe) is subject to the outcome of PDI's strategic review, and welcomes PDI's stated intention to mitigate the need and impact of these changes, and that, following the completion of the Acquisition, the existing contractual and statutory employment rights, including in relation to pensions, of all Universe employees will be fully safeguarded in accordance with contractual and statutory requirements.

Conclusion

Accordingly, following careful consideration of both the financial terms of the Acquisition and PDI's plans for the Universe business under PDI's ownership, the Universe Board intends to recommend unanimously the Acquisition to Universe Shareholders.

6.       Irrevocable undertakings and letters of intent

IISL has received irrevocable undertakings from each of the Universe Directors who hold interests in Universe Shares to vote in favour of the Scheme at the Court Meeting and the Special Resolution(s) to be proposed at the Universe General Meeting in respect of a total of 25,786,686 Universe Shares, representing approximately 9.88 per cent. of Universe's issued ordinary share capital on 22 November 2021 (being the last Business Day prior to the Announcement Date).

IISL has also received irrevocable undertakings to vote in favour of the resolutions relating to the Acquisition at the Meetings (or in the event that the Acquisition is implemented by a Takeover Offer, to accept or procure acceptance of such Offer) from Harwood Capital LLP in respect of, in aggregate, 44,531,850 Universe Shares (representing approximately 17.06 per cent. of existing issued ordinary share capital of Universe) as at 22 November 2021, being the Business Day prior to this Announcement.

In addition, Downing LLP has provided an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution(s) to be proposed at the Universe General Meeting in respect of 44,058,131 Universe Shares, representing, in aggregate, approximately 16.88 per cent. of Universe's issued ordinary share capital on 22 November 2021 (being the last Business Day prior to the Announcement Date).

Ennismore Fund Management Limited has provided a letter of intent to vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution(s) to be proposed at the Universe General Meeting in respect of 19,281,995 Universe Shares, for which it is able to exercise all rights, representing, in aggregate, approximately 7.39 per cent. of Universe's issued ordinary share capital on 22 November 2021 (being the last Business Day prior to the Announcement Date).

IISL has therefore received irrevocable undertakings and a letter of intent in respect of a total of 138,658,662 Universe Shares representing, in aggregate, approximately 51.20 per cent. of Universe's issued ordinary share capital on 22 November 2021 (being the last Business Day prior to the Announcement Date). Further details of these irrevocable undertakings (including the circumstances in which they shall cease to be binding) and the letter of intent are set out in Appendix III to this Announcement.

7.       Information on IISL and PDI

IISL is a private limited company incorporated in England and Wales on 13 December 1990 with company number 02568442 having its registered office at 5 New Street Square, London, England, EC4A 3TW. The entire issued share capital of IISL is owned directly by PDI. IISL's principal activity is the supply and maintenance of software and associated professional services. The directors of IISL are James Frangis, Christine Hatcher and Stacey Smotherman.

The annual report of IISL for the financial year ended 31 December 2019 is available at the website of the UK Registrar of Companies at https://find-and-update.company-information.service.gov.uk/company/02568442/filing-history.

PDI is a leader in enterprise management software for the convenience retail and petroleum wholesale markets. PDI helps its customers thrive through digital transformation and enterprise software that enables them to grow topline revenue, optimise operations and unify their business across the entire value chain. More than 1,500 companies, representing more than 200,000 locations worldwide, use PDI's solutions and expertise. PDI's revenue for the financial year ended 31 December 2020 was $360.7 million.

PDI is a portfolio company of the private equity group Insight Partners, with Insight holding a majority stake in PDI and with each of Genstar Capital and TA Associates holding a minority stake.

Insight Partners is a leading global venture capital and private equity firm investing in high-growth technology and software companies that are driving transformative change in their industries. Founded in 1995, Insight Partners has more than $30 billion in capital commitments and invested in over 400 companies worldwide. Its mission is to find, fund and work successfully with visionary executives, providing them with practical, hands-on growth expertise to foster long-term success. Its market reach gives executive teams access to networks, customers, resources, data, acquisition targets, and counsel. Its scale provides companies with a platform to win in M&A and organic growth.

Genstar Capital is a leading private equity firm that has been actively investing in high quality companies for over 30 years. Based in San Francisco, Genstar works in partnership with its management teams and its network of strategic advisors to transform its portfolio companies into industry-leading businesses. Genstar currently has approximately $33 billion of assets under management and targets investments focused on targeted segments of the software, financial services, industrials, and healthcare industries.

TA Associates is a leading global growth private equity firm. Focused on targeted sectors within five industries - technology, healthcare, financial services, consumer and business services - the firm invests in profitable, growing companies with opportunities for sustained growth, and has invested in more than 550 companies around the world. Investing as either a majority or minority investor, TA employs a long-term approach, utilizing its strategic resources to help management teams build lasting value in high quality growth companies. TA has raised $47.5 billion in capital since its founding in 1968. The firm's more than 100 investment professionals are based in Boston, Menlo Park, London, Mumbai and Hong Kong.

PDI believes the global convenience retail industry will benefit from the combination of Universe and PDI, based on complementary solutions in point-of-sale, payments, and back office, as well as similarly strong reputations in their shared industry.

8.       Information on Universe and current trading

Universe is a leading financial technology company, which designs, develops and supports point of sale, payment and online loyalty solutions and systems for the petrol forecourt and convenience store markets in the United Kingdom.

The Universe Board was pleased to appoint a new management team, led by Neil Radley as CEO and Adrian Wilding as CFO, in May 2021 to lead a sharpening of the Group's focus on its three key revenue segments of Payment Solutions, Enterprise Management Solutions, and Data (including Loyalty) Solutions.

The Group reported its financial results for the six months to 30 June 2021 on 29 September 2021.

The interim results described that Universe had achieved revenues in advance of the comparable period and, given a high level of visibility of revenue and a disciplined approach to cost, that the Universe Board were cautiously confident in achieving their expectations for the full financial year.

Since that date, excluding the impact of a material new contract described below, the underlying trading of the Group has continued in line with the Universe Board's expectations and discussions regarding the renewal of a major customer relationship have progressed well, complementing two major renewals during the first half of the financial year.

The Universe Board were pleased on 16 November to announce that it had signed a material new hardware supply contract with a major customer. The timing of the recognition of associated revenue remains subject to discussion but, should delivery on the terms of the contract fall into the current financial year, the Universe Board expect to achieve a financial performance ahead of their previous expectations.

9.       Directors, management, employees, research and development and locations

PDI's strategic plans for Universe

PDI believes that the Acquisition has compelling strategic and financial rationale and that PDI's scale, global infrastructure, and industry expertise make it a strong partner for Universe. Like PDI, Universe and its htec brand have a strong reputation in the convenience retail sector, and PDI offers the best platform for Universe's continued growth and innovation.

PDI intends to provide appropriate support, capital and assistance to Universe to maximise the Combined Group's future growth and profitability potential through complementary product portfolios and geographic footprints, commitment to technology rich innovation, industry expertise, and shared commitment to operational excellence.

Following completion of the Acquisition, PDI intends to look at ways to optimise the structure of the Combined Group in order to achieve the anticipated benefits of the Acquisition.

With the close collaboration and input of Universe management, and where appropriate, other stakeholders, PDI intends to undertake a review of the Universe business in order to determine the short and long term objectives for the business and how they can best be delivered in a collaborative way. The detailed scope of this review and the appropriate timetable for its completion has not yet been finalised, but PDI anticipates this review will be completed within approximately twelve months from the Effective Date. The review will focus on all aspects of the business and opportunities available, including:

·    reviewing in more detail Universe's markets, customers, software offerings and support and maintenance operations;

·    assessing the opportunity across each aspect of the business to enhance its strategic positioning;

·    consolidate product roadmaps and accelerate development of primary software platforms for growth inside and outside of the United Kingdom; and

·    deepening engagement with the key stakeholders of the business, including customers, suppliers and broader business partners.

Research and development

Universe has created a significant customer base in the UK and PDI looks forward to continuing the legacy of innovation and support historically associated with the htec brand. PDI plans to continue Universe's recent product consolidation initiatives in order to optimise product roadmaps and drive faster innovation for its existing and prospective customers. PDI intends to organise product development across the Combined Group. Together with Universe's existing product consolidation initiatives, this is likely to result in the rationalisation of duplicate resources which may have an impact on the employment of development staff across the Combined Group. Whether this will result in any change to Universe's research and development capabilities on a standalone basis will depend on the outcome of the review mentioned in the preceding paragraph.

Employees and management

PDI's preliminary evaluation work to identify potential efficiencies arising from the Acquisition has indicated some rationalisation and restructuring will be required where there is an overlap of functions following completion of the Acquisition. PDI has not yet received sufficiently detailed information to formulate comprehensive plans or intentions regarding the impact of the Acquisition on Universe or its employees and further analysis will be undertaken.

PDI recognises the contributions made by Universe's management and employees to Universe's success and believes that they are very important to the future development of the Combined Group. PDI's preliminary evaluation suggests a substantial portion of the synergies from the combination would come from executive management, software development, hosting and infrastructure, and potentially material headcount reductions of approximately five per cent. of the approximately 1,700 employees of the Combined Group.

Functions which have historically been related to Universe's status as a listed company will no longer be required or will be reduced in size to reflect Universe ceasing to be a listed company. The number of affected individuals is not expected to be material.

The finalisation and implementation of any headcount reductions will be subject to comprehensive planning and appropriate engagement with stakeholders, including affected employees and any appropriate employee representative bodies. Efforts will be made to mitigate headcount reductions through redundancies, via natural attrition, the elimination of vacant roles and alternative job opportunities. Any affected individuals will be treated in a manner consistent with PDI's and Universe's high standards, culture and practices. PDI intends to approach employee and management integration with the aim of retaining and motivating the best talent across the Combined Group to create a best-in-class organisation.

The non-executive directors of Universe have confirmed that they intend to resign as Universe Directors from the Effective Date.

Upon and following completion of the Acquisition, PDI intends to align the conditions of employment of the employees and management of Universe with PDI's employment policies in the region. PDI does not anticipate that this would have a material impact on the overall terms and conditions of employment of Universe's workforce.

Existing employment rights and pensions

PDI has given assurances to the Universe directors that, following completion of the Acquisition, it will fully safeguard the existing employment rights and pension rights of all Universe employees in accordance with contractual and statutory requirements. PDI further confirms that it does not intend to make any change to Universe existing pension arrangements, including with regard to employer contributions into such schemes and the admission of new members.

Headquarters, locations and fixed assets

Following completion of the Acquisition, it is intended that Universe's UK headquarters will be maintained in Southampton. 

No redeployment of Universe's fixed asset base is envisaged other than a review of its software hosting infrastructure, both public and private. Depending on the outcome of this review, some of Universe's UK data centres may be disposed of or additional data centre capacity may be acquired, with the aim of supporting optimal service delivery to Universe's customer base at all times.

Trading facilities

Universe Shares are currently admitted to trading on the London Stock Exchange's AIM market, and, as set out in paragraph 14 below, subject to the Scheme becoming Effective, an application will be made to the London Stock Exchange to cancel the admission of Universe Shares to trading on AIM.

Management incentivisation

No proposals have yet been made on the terms of any incentivisation arrangements to be provided by IISL and PDI for relevant Universe's employees or management and no discussions have taken place regarding the terms of such arrangements. Following the Acquisition becoming Effective, IISL and PDI are committed to incentivising employees as part of the Combined Group. No such arrangements are expected to be in place before the Acquisition becomes Effective.

No statements in this paragraph 9 constitute "post-offer undertakings" for the purpose of Rule 19.5 of the Takeover Code.

10.     Universe Share Plans

Participants in the Universe Share Plans will be contacted regarding the effect of the Acquisition on their rights under the Universe Share Plans and, where required, appropriate proposals will be made to such participants in due course.

Further details of the terms of such proposals will be set out in separate letters to be sent to participants in the Universe Share Plans. Details of the impact of the Acquisition on the outstanding options will be set out in the Scheme Document.

All outstanding options under the Universe Share Plans will be treated in accordance with the terms of such arrangements.

Universe has indicated that it does not intend to grant any employee share incentive options and awards prior to the Long Stop Date.

11.     Financing

IISL is providing the cash consideration payable under the Acquisition through debt financing.

The financing will comprise incremental debt financing to be provided under the First Lien Credit and Guaranty Agreement.

VSA Capital is satisfied that sufficient resources are available to IISL to satisfy in full the cash consideration payable to Universe Shareholders under the terms of the Acquisition.

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

12.     Acquisition-related Arrangements

Confidentiality Agreement

PDI and Universe entered into a confidentiality agreement on 5 November 2020 (as amended on 30 September 2021 and on 4 November 2021) (the "Confidentiality Agreement"), pursuant to which PDI has undertaken to keep information relating to Universe confidential and not to disclose it to third parties (other than to permitted recipients) unless required by law or regulation. These confidentiality obligations shall remain in force for 12 months from 4 November 2021.

The Confidentiality Agreement also contains undertakings from PDI that for 12 months from 4 November 2021, PDI shall not solicit certain of Universe's employees or officers nor shall PDI employ or offer to employ or attempt to employ certain of Universe's employees.

Co-operation Agreement

Pursuant to a co-operation agreement dated on or around the Announcement Date between Universe and IISL (the "Co-operation Agreement"), among other things: (i) IISL has agreed to provide Universe with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (ii) IISL has agreed to certain provisions if the Scheme should switch to a Takeover Offer; and (iii) Universe and IISL have agreed certain arrangements in respect of employees and the Universe Share Plans.

The Co-operation Agreement will terminate in a number of customary circumstances, including if the Acquisition is withdrawn or lapses, if prior to the Long Stop Date any Condition becomes incapable of satisfaction, at IISL's or Universe's election if the Universe Directors withdraw their recommendation of the Acquisition or if the Universe Directors recommend a competing proposal, or if the Scheme does not become Effective in accordance with its terms by the Long Stop Date or otherwise as agreed between IISL and Universe.

Fee Arrangement Letter

On 16 November 2021 Universe and PDI entered into a fee arrangement agreement which was amended and restated on 22 November 2021 and sets out the terms upon which PDI shall reimburse Universe in respect of third-party reasonably and properly incurred legal fees by Universe in connection with the Acquisition. This agreement has expired upon the release of this Announcement.

13.     Structure of and Conditions to the Acquisition

It is intended that the Acquisition shall be effected by means of a Court-approved scheme of arrangement between Universe and Universe Shareholders under Part 26 of the Companies Act.

The purpose of the Scheme is to provide for IISL to become the holder of the entire issued, and to be issued, ordinary share capital of Universe. This is to be achieved by the transfer of the Universe Shares to IISL, in consideration for which the Universe Shareholders who are on the register of members at the Scheme Record Time shall receive cash consideration on the basis set out in paragraph 2 of this Announcement.

The Acquisition is subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document and the associated forms of proxy and will only become Effective if, among other things, the following events occur on or before the Long Stop Date:

(i)         the approval of the Scheme by a majority in number of the Scheme Shareholders who are present and vote (and are entitled to vote), whether in person or by proxy, at the Court Meeting and who represent 75 per cent. or more in value of the Universe Shares voted by those Scheme Shareholders;

(ii)        the Special Resolution(s) required to approve and implement the Scheme being duly passed by 75 per cent. or more of the votes cast at the Universe General Meeting;

(iii)       the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Universe and IISL); and

(iv)       the delivery of a copy of the Court Order to the Registrar of Companies.

The Conditions in paragraph 2 of Appendix I to this Announcement provide that the Acquisition shall lapse if:

·    the Court Meeting and the Universe General Meeting are not held by the 22^nd day after the date for such meetings that shall be specified in the Scheme Document in due course (or such later date as may be agreed between IISL and Universe);

·    the Scheme Court Hearing to approve the Scheme is not held by the 22^nd day after the expected date of such hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between IISL and Universe); or

·    the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date,

provided however that the deadlines for the timing of the Court Meeting and the Universe General Meeting as set out above may be waived by IISL, and the Long Stop Date may be extended by agreement between Universe, IISL, the Panel and (where relevant) the Court.

Upon the Scheme becoming Effective, it shall be binding on all Universe Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the Universe General Meeting (and if they voted, irrespective of whether or not they voted in favour).

In addition, Universe will seek shareholder approval for an amendment to its articles of association to provide that any person who acquires Universe Shares following the Scheme Record Time (including on the exercise of options) is required to sell those Universe Shares to IISL at the price of 12 pence in cash for each such Universe Share.

If any Condition in paragraph 2 of Appendix I to this Announcement is not capable of being satisfied by the date specified therein, IISL shall make an announcement through a Regulatory Information Service.

Further details of the Scheme, including an indicative timetable for its implementation, shall be set out in the Scheme Document. It is expected that the Scheme Document and the forms of proxy accompanying the Scheme Document for use at the Court Meeting and the Universe General Meeting will be published as soon as practicable and in any event within 28 days of the Announcement Date or such later date as Universe, IISL and the Panel agree, and that the Court Meeting and the Universe General Meeting will be held as soon as practicable thereafter. The Scheme Document and associated forms of proxy will be made available to all Universe Shareholders (and the participants of the Universe Share Plans, for information only) at no charge to them.

14.     De-listing and re-registration

Prior to the Scheme becoming Effective, Universe will make an application for the cancellation of trading of the Universe Shares from trading on AIM, to take effect from or shortly after the Effective Date. It is intended that dealings in Universe Shares will be suspended at 5:00 p.m. (London time) on the Business Day prior to the Effective Date. Share certificates in respect of Universe Shares will cease to be valid and should be destroyed following the Effective Date. In addition, entitlements to Universe Shares held within the CREST system will be cancelled.

It is also proposed that, following the Effective Date and after the cancellation of trading of the Universe Shares on AIM, Universe will be re-registered as a private limited company under the relevant provisions of the Companies Act. A resolution to approve the re-registration will be proposed at the Universe General Meeting.

15.     Dividends

If any dividend or other distribution is declared, made or paid in respect of Universe Shares on or after the Announcement Date, IISL reserves the right to reduce the Acquisition Price by the amount of such dividend or other distribution in which case any reference in this Announcement to the Acquisition Price payable under the terms of the Acquisition will be deemed to be a reference to the Acquisition Price so reduced. In such circumstances, Universe Shareholders would be entitled to receive and retain any such dividend or other distribution.

16.     Disclosure of interests in Universe

Save in respect of the irrevocable undertakings referred to in paragraph 6 above, as at the close of business on 22 November 2021 (being the last Business Day prior to the Announcement Date), neither IISL, nor any of its directors, nor, so far as IISL is aware, any person acting in concert (within the meaning of the Takeover Code) with it for the purpose of the Acquisition has: (i) any interest in or right to subscribe for any relevant securities of Universe; (ii) any short positions in respect of relevant securities of Universe (whether conditional or absolute and whether in the money or otherwise), including any short positions under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; (iii) 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 Universe Shares or in relation to any securities convertible or exchangeable into Universe Shares; or (iv) borrowed or lent any relevant Universe Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save for any borrowed shares which had been either on-lent or sold.

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

17.     General

IISL reserves the right to elect (with the consent of the Panel and, where required by the terms of the Co-operation Agreement, the consent of Universe) to implement the Acquisition by way of a Takeover Offer for the entire issued, and to be issued, share capital of Universe as an alternative to the Scheme. In such event, the Acquisition shall be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation) the inclusion of an acceptance condition set at 75 per cent. (or such lesser percentage as may be decided under the Co-operation Agreement, subject to the rules of the Takeover Code and with the consent of the Panel (if necessary)) of the Universe Shares to which the Acquisition relates) as those which would apply to the Scheme. Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient Universe Shares are otherwise acquired, it would be the intention of IISL to apply the provisions of the Companies Act to acquire compulsorily any outstanding Universe Shares to which such Takeover Offer relates.

The Acquisition shall be made subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this Announcement are set out in Appendix II to this Announcement. A summary of the irrevocable undertakings and the letter of intent given in relation to the Acquisition is contained in Appendix III to this Announcement. Certain terms used in this Announcement are defined in Appendix IV to this Announcement.

Each of VSA Capital and finnCap 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 it appears.

18.     Documents available on website

Copies of the following documents shall be made available on Universe's website at https://universeplc.com/investor-relations until the end of the Acquisition:

·    the irrevocable undertakings and the letter of intent referred to in paragraph 6 above and summarised in Appendix III to this Announcement;

·    the Confidentiality Agreement;

·    the Co-operation Agreement;

·    the Fee Arrangement Letter;

·    documents relating to the financing of the Acquisition referred to in paragraph 11 above;

·    letters under Rule 2.11 of the Takeover Code;

·    the consents from VSA Capital and finnCap to being named in this Announcement;  

·    the annual report of IISL for the financial year ended 31 December 2019; and

·    this Announcement.

Enquiries:

Willkie Farr & Gallagher (UK) LLP is acting as legal adviser to PDI and IISL.

Eversheds Sutherland (International) LLP is acting as legal adviser to Universe.

Important Notices

finnCap, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Universe as financial adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than Universe 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.

VSA Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for PDI and IISL as financial adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than PDI or IISL for providing the protections afforded to clients of VSA Capital or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither VSA Capital 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 VSA Capital in connection with this announcement, any statement contained in this announcement or otherwise.

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer to sell or an invitation to purchase, any securities or the solicitation of an offer to buy any securities, or of any vote or any approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, any document by which the Takeover Offer is made) which, together with the forms of proxy (or forms of acceptance), shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of, or acceptance of, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document to be published by IISL).

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

Overseas Shareholders

This Announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England.

The release, publication or distribution of this Announcement in or into certain jurisdictions other than the UK may be restricted by law. Persons who are not resident in the UK or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. The availability of the Acquisition to Universe Shareholders who are not resident in the UK (and, in particular, their ability to vote their Universe Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements, as 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.

Unless otherwise determined by IISL or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall 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 form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the Financial Conduct Authority. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

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

Additional Information for US Investors in Universe

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act.

Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If IISL were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the US by IISL and no one else.

The receipt of cash pursuant to the Acquisition by a US Universe Shareholder as consideration for the transfer of its Universe Shares pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Universe Shareholders are urged to consult their independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to them.

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

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, IISL, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Universe Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, each of VSA Capital and finnCap will continue to act as a connected exempt principal trader in Universe Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward Looking Statements

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

Such 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 IISL and Universe about future events, and are therefore subject to risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including: increased competition, the loss of or damage to one or more key customer relationships, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements. Such forward looking statements should therefore be construed in the light of such factors. Neither IISL nor Universe, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Announcement will actually occur. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to any member of the IISL Group or the Universe Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

IISL and Universe expressly disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No Profit Forecasts or Estimates

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

Disclosure Requirements of the Takeover Code

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) 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, 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 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Universe Shareholders, persons with information rights and other relevant persons for the receipt of communications from Universe may be provided to IISL 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.

Publication on Website and Availability of Hard Copies

A copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Universe's website at https://universeplc.com/investor-relations by no later than 12 noon (London time) on the business day following the Announcement Date. For the avoidance of doubt, the contents of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.

Universe Shareholders may request a hard copy of this Announcement by contacting Link Group between 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except public holidays in England and Wales) on 0371 664 0321 (or if calling from outside the UK +44 (0) 371 664 0321) or by submitting a request in writing to the Registrar of Companies at Link Group, Corporate Actions Team, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL or by email to shareholderenquiries@linkgroup.co.uk. Universe Shareholders may also request that all future documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made.

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.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, Universe confirms that as at the Announcement Date, it has in issue and admitted to trading on AIM 261,066,720 Universe Shares (excluding Universe Shares held in treasury). The International Securities Identification Number (ISIN) of the Universe Shares is GB0009483594.

APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION

Part A: Conditions to the Scheme and Acquisition

1.         The Acquisition will be 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.

Conditions of the Scheme

2.         The Scheme will be subject to the following Conditions:

(a)        (i) its approval by a majority in number representing not less than 75 per cent. in value of Scheme Shareholders who are on the register of members of Universe (or the relevant class or classes thereof) at the Voting Record Time, present and voting (and entitled to vote), whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court (or any adjournment thereof), and (ii) such Court Meeting (and any separate class meeting which may be required by the Court) being held on or before the 22^nd 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 agreed between IISL and Universe with the consent of the Panel (and that the Court may approve if required));

(b)        (i) the Special Resolution(s) being duly passed at the Universe General Meeting (or any adjournment thereof); and (ii) such Universe General Meeting being held on or before the 22^nd day after the expected date of the Universe General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between IISL and Universe with the consent of the Panel (and that the Court may approve if required));

(c)        the sanction of the Scheme by the Court (with or without modification but subject to any such modification being acceptable to IISL and Universe); and

(d)       the delivery of a copy of the Court Order to the Registrar of Companies.

General Conditions

3.         In addition, subject as stated in Part B below and to the requirements of the Panel, IISL and Universe have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the Court Order will not be delivered to the Registrar of Companies unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived prior to the Scheme being sanctioned by the Court:

Other Third Party clearances

(a)        no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i)         require, prevent or materially delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider IISL Group or any member of the Wider Universe Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own, 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 IISL Group or the Wider Universe Group, in either case taken as a whole;

(ii)        require, prevent or materially delay, or alter the terms envisaged for, any proposed divestiture by any member of the Wider IISL Group of any shares or other securities in Universe;

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

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

(v)        make the Acquisition or its implementation or the acquisition or proposed acquisition by IISL or any member of the Wider IISL Group of any shares or other securities in, or control of Universe void, illegal, and/or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise adversely interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith;

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

(vii)      impose any material limitation on or result in any material delay in the ability of any member of the Wider IISL Group or any member of the Wider Universe Group to conduct, integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider IISL Group and/or the Wider Universe Group in a manner which is adverse to and material in the context of the Wider Universe Group or the Wider IISL Group; or

(viii)     result in any member of the Wider Universe 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 decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or proposed acquisition of any Universe Shares or otherwise intervene having expired, lapsed, or been terminated, and in all such cases in a manner which is material in the context of the Wider IISL Group, the Wider Universe Group or the Acquisition;

(b)        all material filings, applications and/or notifications which are necessary having been made in connection with the Acquisition and all relevant waiting periods and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated and all material statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wider IISL Group of any shares or other securities in, or control or management of, Universe or any member of the Wider Universe Group or the carrying on by any member of the Wider Universe Group of its business in each case where the direct consequence of any failure to make any such filing, application or notification or to wait for the expiry, lapse or termination of any such waiting or other time period or the failure to comply with any such statutory or regulatory obligation would be unlawful in any relevant jurisdiction or would give rise to a material risk of having a material adverse effect on the Wider Universe Group taken as a whole or the ability of IISL to implement the Acquisition;

(c)        all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals which are necessary for the proposed Acquisition having been obtained in terms and in a form reasonably satisfactory to IISL from all necessary Third Parties or persons with whom any member of the Wider Universe Group has entered into contractual arrangements or other business relationships, in each case where the absence of such authorisation, order, recognition, grant, consent, licence, confirmation, clearance, permission and approval would have a material adverse effect on the Wider IISL Group taken as a whole, 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 to carry on the business of any member of the Wider Universe Group on a basis similar in all material respects to the basis on which it is conducted at the Announcement Date, remaining in full force and effect, in each case where the absence of any such authorisation order, recognition, grant, licence, confirmation, clearance, permission or approval would give rise to a material risk of having a material adverse effect on the Wider IISL Group taken as a whole and all material filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same at the time at which the Acquisition becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with where any such failure to make a filing or notice of intention so received would give rise to a material risk of having a material adverse effect on the Wider IISL Group taken as a whole;

Circumstances arising as a result of any arrangement, agreement etc.

(d)       except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Universe Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject which, as a consequence of the Acquisition or the proposed acquisition by any member of the Wider IISL Group of any shares or other securities in Universe or because of a change in the control or management of any member of Universe or otherwise, would or might reasonably be expected to result in, in each case to an extent which is material and adverse in the context of the Wider Universe Group taken as a whole or in the context of the Acquisition:

(i)         any monies borrowed by, or any other indebtedness or liabilities, actual or contingent of, or any grant available to, any member of the Wider Universe 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)        the rights, liabilities, obligations, interests or business of any member of the Wider Universe Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Universe Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being or likely to become terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;

(iii)       any member of the Wider Universe Group ceasing to be able to carry on business under any name under which it presently carries on business;

(iv)       any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Universe Group being or falling to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Universe Group otherwise than in the ordinary course of business;

(v)        the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Universe Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen), becoming enforceable;

(vi)       the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider Universe Group being prejudiced or adversely affected;

(vii)      the creation or acceleration of any material liability (actual or contingent) by any member of the Wider Universe Group other than trade creditors or other liabilities incurred in the ordinary course of business;

(viii)     any liability of any member of the Wider Universe Group to make any severance, termination, bonus or other payment to any of its directors or other officers other than in the ordinary course of business or consistent with past practice; or

(ix)       any requirement of any member of the Wider Universe Group to acquire, subscribe, pay up or repay any shares or other securities (or the equivalent),

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Universe Group is a party to or by which any such member of the Wider Universe Group any of its assets may be bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in subparagraphs (i) to (ix) of this Condition (d), in each case which is or would be material in the context of the Wider Universe Group taken as a whole;

No material transactions, claims or changes in the conduct of the business of the Wider Universe Group

(e)        except as Disclosed, no member of the Wider Universe Group having since 22 November 2021:

(i)         save as between Universe and the Wider Universe Group and other than any shares issued or shares transferred from treasury upon the exercise of any options granted under any of the Universe Share Plans, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose 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 convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Universe Shares out of treasury;

(ii)        recommended, declared, paid or made or proposed or agreed to recommend, declare, pay or make any bonus issue, dividend or other distribution (whether payable in cash or otherwise) other than to Universe or one of its wholly-owned subsidiaries;

(iii)       save as between Universe and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired any body, corporate, partnership or business or acquired or disposed of, or transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so, in each case other than in the ordinary course of business and, in each case, to an extent which is material in the context of the Wider Universe Group taken as a whole;

(iv)       save as between Universe and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital or issued or authorised the issue of any debentures;

(v)        issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or (save in the ordinary course of business or as between Universe and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability in each case which is material in the context of the Wider Universe Group taken as a whole;

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

(vii)      entered into, varied, authorised or announced its intention to enter into or vary to a material extent the terms of or made any offer (which remains open for acceptance), to enter into or vary to a material extent the terms of, any contract, commitment, arrangement or any service agreement with any director or senior executive of the Wider Universe Group save for salary increases, bonuses or variations of terms in the ordinary course;

(viii)     proposed, agreed to provide or modified the terms of any share option agreement, share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider Universe Group other than in the ordinary course of business and in each case which is material in the context of the Wider Universe Group taken as a whole;

(ix)       made or agreed or consented to any material change to the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependents or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to (in each case which is material in the context of the Wider Universe Group taken as a whole) and otherwise than as required by law;

(x)        entered into, implemented or effected, or authorised, proposed or announced its intention to implement or effect, any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Scheme) otherwise than in the ordinary course of business;

(xi)       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 of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital which is material in the context of the Wider Universe Group taken as a whole;

(xii)      other than with respect to claims between Universe and its wholly owned subsidiaries (or between such subsidiaries), waived, compromised or settled any claim or admitted any dispute, claim or counter-claim whether made or potential and whether by or against any member of the Wider Universe Group and which is material in the context of the Wider Universe Group taken as a whole or in the context of the Acquisition;

(xiii)     except as disclosed on publicly available registers, made any material alteration to its articles of association or other constitutional documents (in each case, other than in connection with the Scheme);

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

(xv)      been unable, or admitted in writing that it is unable, to pay its debts, 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 which is material in the context of the Wider Universe Group taken as a whole or in the context of the Acquisition;

(xvi)     commenced negotiations with any of its creditors with a view to rescheduling or restructuring any of its indebtedness or entered into a composition, compromise, assignment or arrangement with any of its creditors whether by way of a voluntary arrangement, scheme of arrangement, deed of compromise or otherwise which, in any such case, is material in the context of the Wider Universe Group taken as a whole or in the context of the Acquisition;

(xvii)    entered into any contract, commitment, agreement or arrangement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (e);

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

(xix)     terminated or varied the terms of any agreement or arrangement between any member of the Wider Universe Group and any other person in a manner which would or might be expected to have a material adverse effect on the financial position of the Wider Universe Group taken as a whole; or

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

No material adverse change, litigation or regulatory enquiry

(f)        since 22 November 2021, and except as Disclosed, there having been:

(i)         no adverse change and no circumstance having arisen which would be expected to result in any adverse change (other than a result of or in connection with the Acquisition) or deterioration in the business, assets, value, financial or trading position, profits or operational performance of any member of the Wider Universe Group to an extent which, in any such case, is material to the Wider Universe Group taken as a whole;

(ii)        no litigation, arbitration proceedings, prosecution or other legal or regulatory proceedings to which any member of the Wider Universe Group is or may become a party (whether as claimant or defendant or otherwise), and no enquiry, review, investigation or enforcement proceedings by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Universe Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider Universe Group, in each case which would reasonably be expected to have a material adverse effect on the Wider Universe Group taken as a whole; (iii) no contingent or other liability having arisen, increased or become apparent which is reasonably likely to adversely affect the business, assets, financial or trading position or profits of any member of the Wider Universe Group to an extent which is material in the context of the Wider Universe Group taken as a whole; and (iv) no member of the Wider Universe Group having conducted its business in breach of any applicable laws and regulations which in any case is material and adverse in the context of the Wider Universe Group taken as a whole;

(g)        except as Disclosed, IISL not having discovered:

(i)         that any financial, business or other information concerning the Wider Universe Group publicly announced or Disclosed to any member of the Wider IISL Group at any time prior to this Announcement by or on behalf of any member of the Wider Universe Group or to any of their advisers 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 Announcement Date by disclosure by or on behalf of the Wider Universe Group through the publication of an announcement via a Regulatory Information Service or otherwise;

(ii)        that any member of the Wider Universe Group is subject to any liability (actual or contingent) and which is not disclosed in the 2020 Universe Annual Report or in the 2021 Universe Interim Results Announcement; or

(iii)       any information which affects the import of any information disclosed to any member of the Wider IISL Group at any time prior to this Announcement by or on behalf of any member of the Wider Universe Group,

in each case, which is material in the context of the Wider Universe Group taken as a whole;

Anti-corruption and sanctions

(h)        except as Disclosed, IISL not having discovered that:

(i)         any past or present member, director, officer or employee of the Wider Universe Group or any person that performs or has performed services for or on behalf of any member of the Wider Universe Group is or has at any time engaged in any activity, practice or conduct in contravention of the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended or any other applicable anti-corruption legislation;

(ii)        any past or present member, director, officer or employee of the Universe Group, or any other person for whom any such person may be liable or responsible under applicable law, has engaged in any activity or business with, or made any investments in, or made any funds or assets available to or received any funds or assets from: (a) any government, entity or individual in respect of which US 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 or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HM Treasury; or (b) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the US, the European Union or any of its member states; and

(iii)       a member of the Universe Group has engaged in any transaction which would cause any member of the Wider IISL 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 or any government, entity or individual targeted by any of the economic sanctions of the United Nations, US or the European Union or any of its member states;

No criminal property

(i)         except as Disclosed, IISL not having discovered that any asset of any member of the Wider Universe Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

Intellectual property

(j)         except as Disclosed, no circumstance having arisen or event having occurred since the Announcement Date in relation to any intellectual property owned, used or licensed by the Wider Universe Group or licensed by the Universe Group to any third parties, including:

(i)         any member of the Wider Universe Group losing its title to any intellectual property or any intellectual property owned by the Wider Universe Group being revoked, cancelled or declared invalid;

(ii)        any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Universe Group being terminated or varied; or

(iii)       any legal proceedings being commenced alleging that any member of the Wider Universe Group has infringed the intellectual property rights of a third party; or

(iv)       any member of the Wider Universe Group being found to have infringed the intellectual property rights of a third party,

in each case, which is material and adverse in the context of the Wider Universe Group taken as a whole.

Part B: Further terms of the Acquisition

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

(a)        the deadline set out in paragraph 1 of Part A of this Appendix I, and any of the deadlines set out in paragraph 2 of Part A of this Appendix I for the timing of the Court Meeting and the Universe General Meeting. If any such deadline is not met, IISL shall make an announcement by 7.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Universe to extend the deadline in relation to the relevant Condition; and

(b)        in whole or in part, all or any of the Conditions listed in Part A above, except for Conditions 2(a)(i), 2(b)(i), 2(c) and 2(d) (Conditions of the Scheme) which cannot be waived.

2.         Conditions 3(a) to (j) (inclusive) must each be fulfilled, or (if capable of waiver) be waived by IISL by no later than 11.59 p.m. on the date immediately preceding the date of the Sanction Hearing, failing which the Acquisition will lapse. IISL shall be under no obligation to waive (if capable of waiver) or treat as satisfied 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 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.

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

4.         Under Rule 13.5(a) of the Takeover Code, IISL may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the 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 IISL 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. The Conditions contained in Conditions 1 and 2(a)(i), 2(b)(i), 2(c) and 2(d) of Part A and, if applicable, any acceptance condition if the Acquisition is implemented by means of a Takeover Offer, are not subject to this provision of the Takeover Code. Any Condition that is subject to Rule 13.5(a) may be waived by IISL.

5.         IISL reserves the right to elect to implement the Acquisition by way of a Takeover 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 the same terms (subject to appropriate amendments including (without limitation) the inclusion of an acceptance condition set at 75 per cent. (or such lesser percentage as may be decided under the Co-operation Agreement, subject to the rules of the Takeover Code and with the consent of the Panel (if necessary)) of the Universe Shares to which the Acquisition relates) as those which would apply to the Scheme. Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient Universe Shares are otherwise acquired, it would be the intention of IISL to apply the provisions of the Companies Act to acquire compulsorily any outstanding Universe Shares to which such Takeover Offer relates.

6.         The Acquisition will be governed by the laws of England and Wales and be subject to the jurisdiction of the English courts and to the Conditions set out above. The Scheme will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA and the Registrar of Companies.

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

8.         The Universe Shares will be acquired by IISL 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) declared, made or paid, or any other return of value (whether by way of reduction of share capital, repurchase or redemption or otherwise) made on or after the Announcement Date.

9.         If, on or after the Announcement Date and prior to the Effective Date, any dividend, distribution or other return of value is declared, paid or made or becomes payable by Universe in respect of the Universe Shares, IISL reserves the right (without prejudice to any right of IISL, with the consent of the Panel, to invoke the Condition set out in paragraph 3(e)(ii) of Part A of this Appendix I) to reduce the consideration payable under the terms of the Acquisition for the Universe Shares to reflect the aggregate amount of such dividend, distribution or other return of value or excess. In such circumstances, Universe Shareholders would be entitled to receive and retain any such dividend, distribution or other return of value declared, made or paid.

If and to the extent that any such dividend, distribution or other return of value is paid or made in respect of the Universe Shares prior to the Effective Date, and IISL exercises its rights under this paragraph 9 to reduce the consideration payable under the terms of the Acquisition for the Universe Shares, any reference in this Announcement to the consideration payable under the terms of the Acquisition shall be deemed to be a reference to the consideration as so reduced.

If and to the extent that any such dividend, distribution or other return of value has been declared or announced but not paid or made or is not payable in respect of the Universe Shares prior to the Effective Date or by reference to a record date prior to the Effective Date or is (i) transferred pursuant to the Acquisition on a basis which entitles IISL to receive the dividend, distribution or other return of value and to retain it; or (ii) cancelled before payment, the consideration payable under the terms of the Acquisition for the Universe Shares shall not be subject to change in accordance with this paragraph 9.

Any exercise by IISL of its rights referred to in this paragraph 9 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 Scheme or the Acquisition.

10.       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 jurisdiction where to do so would violate the laws of that jurisdiction.

11.       The Acquisition will be subject, inter alia, to the satisfaction (or waiver, if permitted) of the Conditions and certain further terms which are set out in this Appendix I and those terms which will be set out in the Scheme Document and the Co-operation Agreement and such further terms as may be required to comply with the AIM Rules and the provisions of the Takeover Code.

12.       The availability of the Acquisition to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements. Further information in relation to Overseas Shareholders will be contained in the Scheme Document.