Minds + Machines Group Limited

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

Tender Offer, Proposed Cancellation of Admission of Ordinary Shares to Trading on AIM &

Notice of General Meeting

On 11 August 2021 the Board announced that Minds + Machines Group Limited (AIM:MMX) had completed the sale of the majority of the Company's assets, realising gross cash proceeds of US$120 million, $11.9 million of which is held in escrow to be released (subject to set-off in accordance with the terms of the relevant escrow agreement) on 31 March 2022. Following the Sale, the Company has divested itself of the remainder of its non-cash assets and has no operations except for final services under a transition services agreement with the purchaser of the Company's assets.

Following completion of the fully subscribed October Tender Offer in October 2021, which returned $80.0 million to Shareholders, the Board has considered its options with regards to how best to utilise the Company's remaining available capital and its public market listing. The Board has concluded that the return to Shareholders of the maximum amount of remaining available capital as part of an orderly winding-up of the Company, and the Cancellation of Admission of its Ordinary Shares to trading on AIM, is in the best interests of the Company and its Shareholders.

The Company therefore announces its intention to seek Shareholders' approval for the Cancellation. Prior to the proposed Cancellation the Company intends to return a further proportion of the Company's available cash to Shareholders by way of a Tender Offer.

Highlights

·     Return of up to £19 million (approximately US$26 million) to shareholders via a Tender Offer at 10.4 pence per Ordinary Share

·     The Tender Offer Price represents a premium of approximately 26.1 per cent. to the price of an Ordinary Share at the close of business on 13 January 2022 and a premium of approximately 24.8 per cent. to the volume weighted average price of an Ordinary Share for the period 14 December 2021 to 13 January 2022

·     Up to 182,692,308 Ordinary Shares will be redeemed, representing approximately 67.3 per cent. of the Company's issued share capital (if the Tender Offer is fully subscribed).

·     Cancellation of Admission of the Company's Ordinary Shares to trading on AIM, details of which are set out in a circular (the "Cancellation Circular") which is being posted to shareholders later today.

Tender Offer Process

The Tender Offer is open to all Eligible Shareholders on the Company's Register of Shareholders at 1.00 p.m. GMT on 28 January 2022 (the "Closing Time") who may participate by tendering all or a proportion of their Ordinary Shares at 10.4 pence per Ordinary Share.

If the Tender Offer is fully subscribed, all Eligible Shareholders shall be entitled to sell their pro rata share of 182,692,308 Ordinary Shares, based on their holding of Ordinary Shares on the Record Date (being 6.00 p.m. GMT on 28 January 2022). Pursuant to the Tender Offer, Eligible Shareholders may seek to tender more than their pro rata entitlement of Ordinary Shares to the extent that other Shareholders tender less than their pro rata entitlement. If any Shareholders have tendered less than their pro rata entitlement under the Tender Offer, surplus tenders will be accepted in proportion to the number of additional Ordinary Shares tendered, so that the total number of Ordinary Shares purchased pursuant to the Tender Offer does not exceed 182,692,308.

On the basis the Tender Offer is fully subscribed and all Shareholders are Eligible Shareholders, each Shareholder shall be entitled to tender 1 Ordinary Share for every 1.485 Ordinary Shares held by them on the Record Date. Shareholders do not have to accept the Tender Offer.

Under the BVI Business Companies Act 2004 and the AIM Rules, the Tender Offer does not require the approval of the Shareholders at a general meeting. A circular is being posted to shareholders later today (the "Tender Offer Circular", together with the Cancellation Circular, the "Circulars").

The Circulars will be available on the Company's website, www.mmx.co, with further details of the Tender Offer and Cancellation also set out below.

General Meeting

The Cancellation is conditional, inter alia upon the passing of the Authorising Resolution by Shareholders at the General Meeting to be held virtually at 3.00 p.m. GMT on 7 February 2022 and shall be convened pursuant to the Notice of General Meeting to be set out in the Cancellation Circular, to consider, and if thought fit, approve the Authorising Resolution.

The Board is closely monitoring the evolving Coronavirus (COVID-19) situation and public health concerns including the related social distancing requirements, public health guidance and legislation issued by the UK Government. At the time of publication of this notice, indoor public gatherings remain subject to a number of restrictions. The Board recognizes that the General Meeting represents an opportunity to engage with Shareholders, and provides a forum that enables Shareholders to ask questions of, and speak directly with, the Board. However, in light of current restrictions, the Board hopes that Shareholders will understand that the General Meeting will be held via the 'Investor Meet Company' digital platform. To register to access the General Meeting, please use the following link: https://www.investormeetcompany.com/minds-machines-group-limited/register-investor

Questions can be submitted pre-event via the 'Investor Meet Company' dashboard, or at any time during the live presentation via the "Ask a Question" function. The Company will make arrangements such that the legal requirements to hold the meeting can be satisfied through the physical attendance of a minimum number of members.

Expected Timetable for the Tender Offer

Expected Timetable for Cancellation of Ordinary Shares Trading on AIM

All times refer to London time

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

Further Information:

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

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the company's obligations under Article 17 of MAR.
 

The following text has been extracted from the Tender Offer Circular:

1             INTRODUCTION

1.1          On 11 August 2021 the Company completed the sale of the majority of the Company's assets. It has subsequently sold or otherwise disposed of the remainder of its assets. Following completion of the fully subscribed October Tender Offer in October 2021 the Board has resolved:

(a)           to recommend to Shareholders the cancellation of the Company's Ordinary Shares trading on AIM; and

(b)         to return a further portion of the Company's net assets by way of a Tender Offer through which Shareholders have the opportunity to sell back some or (to the extent that other Shareholders tender less than their pro rata entitlement) up to all of their Ordinary Shares to the Company. In aggregate, the Company shall redeem up to 182,692,308 Ordinary Shares representing 67.3 per cent. of the issued share capital at a price of 10.4 pence per Ordinary Share for aggregate consideration of up to £19.0 million (approximately US$26.0 million) (if the Tender Offer is fully subscribed). As at the date of this Document the Company has a total of 271,316,341 issued Ordinary Shares.

1.2        This letter sets out the background to and reasons for the Tender Offer and why the Board has resolved that the Company make the Tender Offer. The Cancellation Circular, being posted to Shareholders today sets out the background to and reasons for the proposed Cancellation Resolution but a summary of the proposal is set out at paragraph 3 of Part I of this Document. Shareholders are however recommended to read the Cancellation Circular in full prior to making any decision regarding whether to Tender their Shares as part of the Tender Offer.

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

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

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

2             REASONS FOR THE TENDER OFFER

2.1         On 11 August 2021 the Company announced that the Company had completed the sale of the majority of the Company's assets (the "Sale"), realising gross cash proceeds of US$106.7 million with an additional $13.3 million paid to escrow. Since Completion $1.4 million has been released from escrow. The balance of $11.9 million is to be released (subject to set-off in accordance with the terms of the relevant escrow agreement) on 31 March 2022.

2.2          Following the Sale, the Company has divested itself of the remainder of its non-cash assets and has no operations except for final services under a transition services agreement with the purchaser of the Company's assets (the "Transition Services Agreement").

2.3          Under the terms of the Transition Services Agreement the Company provided a variety of services through 11 December 2022. The Company is continuing to provide much more limited transition services in the form of back-end registry services and billing until 31 January 2022 (the "Transition Services Period"). From 31 January 2022 the Company will be classified as a Rule 15 cash shell in accordance with the AIM Rules. As a Rule 15 cash shell the Company will be required to make an acquisition or acquisitions which constitute a reverse takeover under AIM Rule 14 (or seek re-admission as an investing company (as defined under the AIM Rules)), on or before the date falling six months from the end of the Transition Services Period, failing which, the Company's Ordinary Shares would be suspended from trading on AIM, pursuant to AIM Rule 40.

2.4     In October 2021 the Company completed the fully subscribed October Tender Offer, returning US$80.0 million (approximately £58.0 million at the exchange rate at that time) to Shareholders. Following further consultation with its significant Shareholders, the Board has considered options with regards to how best to utilise the remaining available capital, including an acquisition constituting a reverse takeover or an additional return of capital to Shareholders. The Board has concluded that the uncertainty, costs and risks of an acquisition are not in the interest of the majority of Shareholders and believes this Tender Offer is the right way for the Company to return value to Shareholders.

3             REASONS FOR THE CANCELLATION

3.1        Following the Sale, the Company has divested itself of the remainder of its non-cash assets and has no ongoing operations except for the completion of the Transition Services Agreement. At 31 January 2022 the Company will be classified as a Rule 15 cash shell in accordance with the AIM Rules. To maintain a listing of the Company's Ordinary Shares on AIM in the medium-term would require the Company to complete an acquisition or acquisitions which constitute a reverse takeover under AIM Rule 14 (or seek re-admission as an investing company (as defined under the AIM Rules)), on or before 31 July 2022, failing which, the Company's Ordinary Shares would be suspended from trading on AIM, pursuant to AIM Rule 40 (such date being the "Suspension Date"). If the Company does not then complete an acquisition constituting a reverse takeover within six months of the Suspension Date, trading in the Ordinary Shares on AIM will be cancelled.

3.2         The Directors have considered pursuing an acquisition or acquisitions that would constitute a reverse takeover of the Company but concluded that as the Company has a very limited staff with neither the time nor the infrastructure to review potential acquisition targets, the Company would need to engage external specialists, at considerable cost, to carry out the reviews and subsequent diligence of targets. The Directors do not believe it is in the best interests of Shareholders to commit to this additional outlay of cash with no certainty of any return. The Company has also taken into account the considerable cost, management time and the legal and regulatory burden associated with maintaining the Company's admission to trading on AIM in general which, in the Directors' opinion, are disproportionate to the benefits to the Company.

3.3        In addition, the Board consulted with the Company's largest Shareholders and determined these Shareholders would prefer a full return of the Company's net assets and for the quantum of that cash distribution to be maximised by the Directors, with appropriate steps taken to ensure costs are reduced to reflect the fact the Company is no longer an operating business.

3.4        Accordingly, the Board is proposing the cancellation of the Company's shares being admitted to trading on AIM (the "Cancellation") to reduce the Company's operating costs prior to an orderly winding-up of the Company and return of the remainder of remaining net assets later in 2022. In particular, with the completion of the Tender Offer and the October Tender the Company returning more than 90 per Cent of the Company's estimated Net Assets to the Shareholders, the Directors believe the regulatory burden, management and staff time and considerable costs associated with maintaining admission of the Ordinary Shares to trading on AIM (including professional, legal, accounting, broker and nominated adviser costs and fees of the London Stock Exchange) are now disproportionate to the value provided by admission of the Ordinary Shares to trading on AIM.

4             CURRENT OPERATIONS AND TRADING OF THE COMPANY

Cash available to the Company

4.1         As at 12 January 2022, two days prior to publication of this Document, the Company holds approximately US$30.5 million of cash (£22.3 million at the Exchange Rate) (the "Available Cash").

4.2        In addition to the Available Cash, US$11.9 million of the cash consideration for the Sale is currently held in escrow ("Escrow Cash"), to be released on 31 March 2022 (subject to any set-off in accordance with the terms of the Sale Agreement. The Company has no reason to believe that all of the funds retained in escrow will not be released to the Company at the end of the Escrow Period.

4.3          Following completion of the Sale the Company has:

·              Provided transition services to the purchaser of the Company's assets;

·              Sold or otherwise disposed of assets and operations not included as part of the Sale;

·              Terminated the majority of the Company's operating contracts;

·            Terminated the majority of the Company's employees, paying retention amounts to those who worked through the completion of their service commitment to the Transition Services Period, and paid bonuses due to senior management;

·              Wound-up and dissolved a number of the Company's subsidiaries; and

·            Distributed US$80 million (£58 million at the exchange rate at that time) to Shareholders through the October Tender Offer.

4.4         The Company has retained four employees, including its senior management, to continue to provide back-end registry and billing services under the Transition Services Agreement for the duration of the Transition Services Period. The Company is also working with its tax advisors to finalise relevant tax returns for the Company's remaining subsidiaries and expects to have paid all relevant tax by 31 March 2022. The Company continues to liquidate its remaining subsidiaries. The Board intends to distribute the remaining net assets of the Company in conjunction with the winding-up of the Company.

4.5          In the interim the Company will retain a level of working capital to cover expected costs during this period. At the time of the October Tender Offer the Company confirmed that it would, in addition to working capital, retain cash to either (i) underwrite a potential acquisition, and/or (ii) cover the costs of winding-up the Company and its legacy operations should no acquisition constituting a reverse takeover be completed. As set out at paragraph 3 above, the Board has now concluded that a reverse takeover is not in the best interests of Shareholders and is therefore not pursuing an acquisition. The Company is therefore proposing the Cancellation (subject to Shareholders approving the Cancellation Resolution) and is retaining sufficient cash, in addition to the Escrow Cash, to effect the wind-up and dissolution of the Company and its remaining subsidiaries.

4.6          At the time of the October Tender Offer the Board confirmed that it would initially retain not less than US$24.0 million of Available Cash until at least the expiry of the Transition Services Period to cover expected tax liabilities, one-off employee related costs, contract termination costs, professional fees, and working capital requirements of the Company during this period, mitigate tax liabilities (where delaying distribution from subsidiaries to the Company would reduce taxes otherwise payable by the Company or a subsidiary), as well as provide a minimum cash level to consider acquisition opportunities and/or cover one-off costs of winding-up the Company and its operations if no acquisition is completed. As the Board has determined that it will not pursue acquisitions and, in consultation with its advisors, set aside amounts sufficient to cover estimated tax and other liabilities, the Board has now resolved that this cash should now be returned to Shareholders by way of the Tender Offer.

4.7         The Company estimates that total net assets of the Company, including Available Cash and Escrow Cash, but net of current liabilities and estimated tax liabilities and estimated professional, operating, and other costs required to wind-up the business and to be paid after the date of this Document ("Net Assets") is US$38.7 million (£28.2 million at the Exchange Rate), representing a net asset value of approximately 10.4 pence per Ordinary Share.

4.8          As noted at paragraph 3 above, the Board is recommending the Cancellation, and notes that the intention of the Board is to wind-up the Company following the Cancellation but prior to the end of 2022 and return all remaining Net Assets to Shareholders at such time.

Suspension and De-Listing of the Company's Shares

4.9          Following the Sale, the Company has divested itself of the remainder of its assets and has no ongoing operations. As at 31 January 2022 the Company will be classified as a Rule 15 cash shell in accordance with the AIM Rules. As detailed at paragraph 3 above, the Board has determined that it will wind-up the Company and return net cash to the Shareholders.

4.10      As the Company is no longer trading and the Board intends to wind-up the Company following the Tender Offer, the Board does not believe continuing to incur the regulatory costs and obligations of an AIM listed company benefit the Shareholders. Consequently, the Board recommends that the Shareholders approve the Cancellation of the Company's Ordinary Shares on AIM.

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

Future return of capital to Shareholders and winding-up of the Company

4.12        As noted at paragraphs 4.3 and 4.4 above, the Company is retaining approximately US$5.5 million of the Available Cash, plus it has US$11.9 million of the Sale Consideration currently held in escrow, subject to agreed escrow release terms, until 31 March 2022.

4.13        The Company needs to retain a portion of the Available Cash to meet its working capital needs, pay taxes, and to ensure an orderly winding-up of the Company and its subsidiaries. The balance of retained cash and the Escrow Cash (net of any set off) will be available to the Company to distribute to Shareholders later in 2022.

Impact of Not Accepting the Tender Offer

4.14       If the Cancellation Resolution is approved, the Board will seek to wind-up the Company in an orderly fashion following the de-listing and distribute the remaining available cash to Shareholders. At this stage it is not clear what the net asset value of the Company's assets per Ordinary Share would be at such future date, and the likely timing of such distribution cannot be confirmed at this time, but it is expected (after payment of winding-up costs and taxes due by the Group) the future distribution would be at a price similar to the Tender Price. The Company will seek to minimise costs associated with winding-up the Company, and maximise any return of cash to Shareholders, and it is possible a future distribution would be at a small premium to the Tender Price. Similarly, if winding-up costs are greater than expected, or it takes longer to complete the winding-up process, or there is a claim against the Escrow Cash, the future distribution may be at a discount to the Tender Price. It should also be noted that the majority of the remaining cash, as it is in escrow, is held in US dollars, therefore the amount of the final distribution will be impacted, positively or negatively, by any exchange rate movement between the dollar and the British pound. It is not recommended Shareholders reject the Tender Offer on the basis they believe a future distribution will be at a premium to the Tender Price currently offered, as the Company can provide no guarantee at this stage that would be the case and the amount of cash available to be distributed at such time is subject to a number of factors beyond the Company's control.

4.15       If the Cancellation Resolution is not approved by Shareholders, the Company does not intend to pursue an acquisition constituting a reverse takeover. The Board will instead continue to wind-up the Company with a view to distributing the remaining cash, including the Escrow Cash. The costs of maintaining the Company's AIM listing, including audit, regulatory and insurance costs, are such that the Board expects that should the Shareholders not approve the Cancellation, the final distribution to Shareholders will be less than would be realised if the Cancellation is approved.

5             THE TENDER OFFER

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

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

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

5.4         The maximum number of Ordinary Shares that will be purchased by the Company under the Tender Offer is 182,692,308.

5.5         To be valid, Forms of Acceptance must be received by the Receiving Agent, and in the case of a TTE Instruction must settle, no later than by 1.00 p.m. on 28 January 2022 (that is, the Record Date).

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

5.7         Pursuant to the Tender Offer Eligible Shareholders may sell more than their pro rata entitlement of Ordinary Shares to the extent that other Shareholders tender less than their pro rata entitlement. If any Shareholders have tendered less than their pro rata entitlement under the Tender Offer, surplus tenders will be accepted in proportion to the number of additional Ordinary Shares tendered so that the total number of Ordinary Shares purchased pursuant to the Tender Offer does not exceed 182,692,308.

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

5.9          The Company will satisfy payment for Tendered Shares entirely from its own resources.

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

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

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

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

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

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

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

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

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

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

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

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

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

Allocation policy

5.19       Each Eligible Shareholder is be entitled to sell its pro rata share of the maximum 182,692,308 Ordinary Shares the subject of the Tender Offer registered in his/her/its name on the Record Date, rounded down to the nearest whole number of Ordinary Shares. Eligible Shareholders may sell more than their pro rata entitlement of Ordinary Shares to the extent that other Shareholders tender less than their pro rata entitlement of Ordinary Shares. To the extent that any Shareholders have tendered less than their pro rata entitlement under the Tender Offer, surplus tenders will be accepted in proportion to the number of additional Ordinary Shares tendered so that the total number of Ordinary Shares purchased pursuant to the Tender Offer does not exceed 182,692,308.

Takeover Offer Obligations under Articles of Association Waived

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

6             DIRECTORS' INTENTIONS

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

¹ Mr Turcan is a representative of Lombard Odier Asset Management Europe Limited ("LOAME"), which in its capacity as discretionary investment manager for certain funds and accounts holding in aggregate 37,888,105 Ordinary Shares has committed (subject to there being no legal restrictions on such party dealing at such time) to tender not less than its pro rata Tender Entitlement as set out above.

7             TAXATION

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

8             CLOSING TIME AND RECORD DATE

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

9             OVERSEAS SHAREHOLDERS

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

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

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

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

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

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

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

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

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

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

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

10           ADDITIONAL INFORMATION

10.1       If you are in any doubt about the completion of the Form of Acceptance or submission of a TTE Instruction please contact The Receiving Agent, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol BS99 6AH on 0370 702 0000 if calling from within the United Kingdom or +44 370 702 0000 if calling from outside of the United Kingdom Monday to Friday during the hours of 8.30 a.m. to 5.30 p.m. (London time). For legal reasons the Receiving Agent will not be able to give advice on the merits of the Tender Offer or to provide legal, financial or taxation advice, and accordingly Shareholders should consult with their stockbroker, solicitor, accountant, bank manager or other independent professional adviser for such advice.

11           ACTION TO BE TAKEN

11.1        Shares held in certificated form

Eligible Shareholders who hold Ordinary Shares in certificated form and who wish to participate in the Tender Offer should follow the instructions on the accompanying Form of Acceptance and return it to the Receiving Agent at Computershare Investor Services Plc, Corporate Actions Projects, Bristol BS99 6AH to arrive by no later than 1.00 p.m. on 28 January 2022 (the Record Date). Eligible Shareholders who hold their Ordinary Shares in certificated form should also send their share certificate(s) or other documents of title in respect of the Ordinary Shares tendered with their Form of Acceptance to the Receiving Agent at Computershare Investor Services Plc, Corporate Actions Project, Bristol BS99 6AH, to be received not later than 1.00 p.m. on the Record Date. Further details of the procedure for tendering and settlement are set out in Part Two of this Document and on the accompanying Form of Acceptance.

COMPLETED FORMS OF ACCEPTANCE MUST BE RECEIVED NOT LATER THAN 1.00 P.M. LONDON TIME ON 28 JANUARY 2022.

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

Further copies of the Form of Acceptance may be obtained on request from the Receiving Agent by calling between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday on 0370 702 0000 if calling from within the United Kingdom or +44 370 702 0000 if calling from outside the United Kingdom.

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

Eligible Shareholders who hold their interest in Ordinary Shares in uncertificated form as Depositary Interests in CREST and who wish to tender all or any of their Ordinary Shares under the Tender Offer should tender electronically through CREST so that the TTE Instruction settles no later than 1.00 p.m. on 28 January 2022. Further details of the procedures for tendering and settlement are set out in Part Two of this Document.

11.3        U.S. Shareholders

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

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

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

12           NO RECOMMENDATION

12.1       The Directors make no recommendation to Shareholders in relation to whether or not tendering for sale any of their Ordinary Shares pursuant to the Tender Offer is in their best interests. Whether or not Eligible Shareholders decide to tender any of their Ordinary Shares will depend, among other things, on their individual circumstances, including their tax position.

12.2        In the event the Cancellation Resolution is approved it is expected that the Board will seek to wind-up the Company and, after payment of relevant costs, distribute available cash to Shareholders. At this stage it is not clear what the net asset value of the Company's assets per Ordinary Share would be at such future date, and the likely timing of such distribution cannot be confirmed at this time, but it is expected (after payment of relevant costs and taxes due by the Group following the Sale) the future distribution would be at a price similar to the Tender Price. The Company will seek to minimise costs associated with winding-up the Company, and maximise any return of cash to Shareholders, and it is possible a future distribution would be at a small premium to the Tender Price. Similarly, if costs are greater than expected, or it takes longer to complete the winding-up process, the future distribution may be at a discount to the Tender Price.

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

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

The following text has been extracted from the Cancellation Circular:

On 11 August 2021 the Company announced that the Company had completed the sale of the majority of the Company's assets (the "Sale"), realising gross cash proceeds of US$106.7 million with an additional $13.3 million paid to escrow. Since then, $80.0 million has been returned to Shareholders by way of a tender offer (the "October Tender Offer"). In addition, $1.4 million has been released from escrow. The balance of $11.9 million is to be released (subject to set-off in accordance with the terms of the relevant escrow agreement) on 31 March 2022.

Following the Sale, the Company has divested itself of the remainder of its non-cash assets and has no operations except for final services under a transition services agreement with the purchaser (the "Transition Services Agreement").

Under the terms of the Transition Services Agreement the Company provided a variety of services in the period from completion of the Sale to 11 December 2022. The Company is continuing to provide much reduced transition services in the form of back-end registry services and billing until 31 January 2022 (the "Transition Services Period"). From 31 January 2022 the Company will be classified as a Rule 15 cash shell in accordance with the AIM Rules. As a Rule 15 cash shell the Company will be required to make an acquisition or acquisitions which constitute a reverse takeover under AIM Rule 14 (or seek re-admission as an investing company (as defined under the AIM Rules)), on or before 31 July 2022, failing which, the Company's Ordinary Shares would be suspended from trading on AIM, pursuant to AIM Rule 40.

As mentioned above, in October 2021 the Company completed the fully subscribed October Tender Offer, returning US$80.0 million (approximately £58.0 million at the exchange rate at that time) to Shareholders. The Board carefully considered options with regards to how best to utilise the remaining available capital, including an acquisition constituting a reverse takeover or a return of additional available capital to Shareholders. For the reasons set out at paragraph 3 below, and following further consultation with its significant Shareholders, the Board has concluded that the uncertainty, costs and risks of a future potential acquisition are not in the interest of the majority of Shareholders, and the Company should endeavour to return to Shareholders the maximum amount of available cash as part of an orderly winding-up of the Company in 2022, and accordingly has:

(a)           approved the Tender Offer, details of which are set out at paragraph 4 below and the process of which has been set out in a separate shareholder circular being posted to Shareholders today; and

(b)           recommended to Shareholders that they approve the Cancellation.

Following the Sale, the Company has divested itself of the remainder of its assets and has no ongoing operations except for the completion of the Transition Services Agreement. At 31 January 2022 the Company will be classified as a Rule 15 cash shell in accordance with the AIM Rules. To maintain a listing of the Company's Ordinary Shares on AIM in the medium-term would require the Company to complete an acquisition or acquisitions which constitute a reverse takeover under AIM Rule 14 (or seek re-admission as an investing company (as defined under the AIM Rules)), on or before 31 July 2022, failing which, the Company's Ordinary Shares would be suspended from trading on AIM, pursuant to AIM Rule 40 (such date being the "Suspension Date"). If the Company does not then complete an acquisition constituting a reverse takeover within six months of the Suspension Date, trading in the Ordinary Shares on AIM will be cancelled.

The Directors have considered pursuing an acquisition or acquisitions that would constitute a reverse takeover of the Company but concluded that as the Company has very limited staff with neither the time nor the infrastructure to review potential acquisition targets internally, the Company would need to engage external specialists, at considerable cost, to carry out the reviews and subsequent diligence of targets. The Directors do not believe it is in the best interests of Shareholders to commit to this additional outlay of cash with no certainty of any return. The Company has also taken into account the considerable cost, management time and the legal and regulatory burden associated with maintaining the Company's admission to trading on AIM in general which, in the Directors' opinion, are disproportionate to the benefits to the Company.

In addition, the Board consulted with the Company's largest Shareholders and determined these Shareholders would prefer a full return of the Company's cash, and for the quantum of that cash distribution to be maximised by the Directors, with appropriate steps taken to ensure costs are reduced to reflect the fact the Company is no longer an operating business. 

For these reasons the Board has determined that it will not pursue acquisitions. The Company estimates that total net assets of the Company, including Available Cash and Escrow Cash, but net of current liabilities, tax liabilities, and estimated professional, operating, and other costs required to wind-up the business and to be paid after the date of this Document ("Net Assets") is US$38.7 million (approximately £28.2 at the Exchange Rate), representing a net asset value of approximately 10.4 pence per Ordinary Share. The Directors have resolved that the Net Assets should be returned to Shareholders: US$26.0 by way of the Tender Offer and the balance later in 2022 in conjunction with the winding-up of the Company.

Accordingly, the Cancellation is proposed to enable the Company to reduce its operating costs prior to an orderly winding-up of the Company to maximise the Net Assets returned to Shareholders. In particular, the Board believes the regulatory burden, management and staff time and considerable costs associated with maintaining admission of the Ordinary Shares to trading on AIM (including professional, legal, accounting, broker and nominated adviser costs and fees of the London Stock Exchange), with more than 90 per cent. of the Company's estimated net asset value distributed to Shareholders through the Tender Offer and October Tender, are now disproportionate to the value provided by admission of the Ordinary Shares to trading on AIM.

(a)           provided transition services to the purchaser;

(b)           sold or otherwise disposed of its assets and operations not included as part of the Sale;

(c)           terminated the majority of the Company's operating contracts;

(d)       terminated the majority of the Company's employees, paying retention amounts to those who worked through the completion of their service commitment to the Transition Services Period, and paid bonuses due to senior management;

(e)           liquidated a number of the Company's subsidiaries; and

(f)         distributed US$80.0 million (approximately £58.0 million at the Exchange Rate) to Shareholders through the October Tender Offer.

Shareholder Approval Required

The Cancellation is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting. The Company is therefore seeking Shareholders' approval of the Cancellation at the General Meeting.

Timetable for Cancellation

In accordance with Rule 41 of the AIM Rules, the Company has notified London Stock Exchange plc of its proposed Cancellation from trading on AIM and has provided not less than 20 clear Business Days' notice of Cancellation.

Cancellation will not take effect until at least five clear Business Days have passed following the passing of the Authorising Resolution. If the Authorising Resolution is passed at the General Meeting, it is proposed that the last day of trading in Ordinary Shares on AIM will occur on 21 February 2022 and that the Cancellation will take effect at 7:00 a.m. on 22 February 2022 (the "Cancellation Date").

COVID-19 special arrangements

The Board is closely monitoring the evolving Coronavirus (COVID-19) situation and public health concerns, including the related social distancing requirements, public health guidance and legislation. At the time of publication of this notice, indoor public gatherings remain subject to a number of restrictions. The Board recognises that the General Meeting represents an opportunity to engage with Shareholders, and provides a forum that enables Shareholders to ask questions of, and speak directly with, the Board. However, in light of current restrictions, the Board hopes that Shareholders will understand that the General Meeting will be held via the 'Investor Meet Company' digital platform. To attend the General Meeting please register using the following link: https://www.investormeetcompany.com/minds-machines-group-limited/register-investor. Questions can be submitted pre-event via the 'Investor Meet Company' dashboard, or at any time during the live presentation via the "Ask a Question" function. The Company will make arrangements such that the legal requirements to hold the meeting can be satisfied through the physical attendance of a minimum number of members.

Shareholders are therefore strongly encouraged to submit a proxy vote in advance of the meeting. A Form of Proxy for use at this meeting accompanies this notice. To be valid, the Form of Proxy must be completed and returned to Computershare Investor Services (Jersey) Limited at c/o Computershare Investor Services PLC in accordance with the instructions in the Notes appended to the Notice. Given the restrictions on attendance, members are strongly encouraged to appoint the 'Chair of the Meeting' as their proxy rather than a named person who will not be permitted to attend the meeting.

This situation is constantly evolving, and guidance and/or legislation may change during the notice period for the General Meeting. Any changes to the arrangements for the General Meeting (including, without limitation, as to proxy appointments, attendance, venue, format, the business to be considered or timing, as the case may be) will be communicated to members before the meeting through our website and, where appropriate, via the Regulatory News Service.

Cancellation of admission of the Ordinary Shares to trading on AIM

Under the AIM Rules, it is a requirement that the Cancellation must be approved by not less than 75 per cent. of votes cast by Shareholders at a General Meeting of the Company. Accordingly, the Notice of General Meeting set out in Part II of this Document contains a special resolution (Resolution 1) to approve the Cancellation.

Voting on the Authorising Resolution set out in the Notice of General Meeting will be conducted on a poll which reflects Shareholders' voting intentions in respect of shares held and votes tendered.

A Form of Proxy for use at the General Meeting is enclosed with this Document.

Shareholders holding Ordinary Shares in certificated form should complete and sign the Form of Proxy and return it to Computershare Investor Services (Jersey) Limited at c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible, but in any event the Form of Proxy is to be received not later than 3.00 p.m. GMT on 3 February 2022, being 48 Business Day hours before the time fixed for holding the General Meeting. We encourage Shareholders to appoint the Chair of the Meeting as their proxy with their voting instructions. In light of the COVID-19 measures being taken at the General Meeting, no Shareholder will be allowed entry into the physical meeting, but Shareholders may access the General Meeting virtually by registering using the following link: https://www.investormeetcompany.com/minds-machines-group-limited/register-investor.

Shareholders holding Ordinary Shares in uncertificated form should complete and sign the Form of Instruction and return it to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by email to #UKCSBRS.ExternalProxyQueries@computershare.co.uk as soon as possible but in any event to be received not later than 3.00 p.m. GMT on 2 February 2022, or 72 Business Day hours before any adjourned meeting. The Company is accepting returns by email in relation to the General Meeting due to current Covid restrictions and potential delays returning the same by post. There is no guarantee that returns by email will be accepted by the Company or the Registrar in future years or for future shareholder meetings.

For the reasons noted above, the Directors consider the Authorising Resolution to be put to the General Meeting is in the best interests of the Company and, therefore, unanimously recommend that Shareholders vote in favour, as they intend to do in respect of the Ordinary Shares they are directly or indirectly interested in, which amount to, in aggregate, 44,877,292 Ordinary Shares, representing 16.5 per cent. of the current issued share capital of the Company.