TIDMAPP TIDMPAY
RNS Number : 4542N
Appreciate Group PLC
20 January 2023
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
20 JANUARY 2023
RECOMMED OFFER
FOR
APPRECIATE GROUP PLC ( "APPRECIATE GROUP" )
BY
PAYPOINT PLC ( "PAYPOINT" )
to be implemented by means of a Court-sanctioned scheme of
arrangement
under Part 26 of the Companies Act 2006
Result of Court Meeting and General Meeting held on 20 January
2023
On 7 November 2022, the boards of PayPoint and Appreciate Group
announced that the y had reached a g reement on the terms of a
recommended offer pursuant to which PayPoint will ac q uire the
entire issued and to be issued share capital of Appreciate Group (
the "Ac q uisi ti on " ). I t is intended that the A c q uisition
will be effected b y means of a C ourt - sanctioned scheme of arran
g ement between Appreciate Group and relevant Appreciate Group
Shareholders under Part 26 of the C ompanies A ct 2006 ( the "Sc h
e m e " ). A circular in relation to the Acquisition was published
by Appreciate Group on 2 December 2022 (Scheme Document).
The board of Appreciate Group is pleased to announce that at the
Court Meeting and the General Meeting, each held earlier today in
connection with the Acquisition:
-- a majority in number of the Scheme Shareholders who voted and
were entitled to vote (either in person or by proxy), representing
not less than 75 per cent. in value of the Scheme Shares held by
Scheme Shareholders who voted, voted in favour of the resolution to
approve the Scheme at the Court Meeting;
-- the requisite majority of Appreciate Group Shareholders voted
to pass the Resolution at the General Meeting to approve the
implementation of the Scheme, including the adoption of the amended
Appreciate Group Articles,
and accordingly the Scheme was approved.
Capitalised terms in this Announcement, unless otherwise
defined, have the same meaning as set out in the Scheme Document
and all references to times in this Announcement are to London time
unless otherwise stated.
Details of the resolutions passed are set out in the notices of
the Court Meeting and General Meeting at Parts 9 and 10
(respectively) of the Scheme Document, which is available on
Appreciate Group's website at www.appreciategroup.co.uk/investors
and PayPoint's website at https://corporate.paypoint.com.
The total number of Appreciate Group Shares in issue at the
Voting Record Time was 186,347,228. No Appreciate Group Shares were
held in treasury. Consequently, the total voting rights in
Appreciate Group at the Voting Record Time were 186,347,228. Scheme
Shareholders were entitled to one vote per Scheme Share held at the
Voting Record Time at the Court Meeting and Appreciate Group
Shareholders were entitled to one vote per Appreciate Group Share
held at the Voting Record Time at the General Meeting.
The detailed voting results in relation to the Court Meeting and
the General Meeting are summarised below and this Announcement will
be posted on Appreciate Group's website at
www.appreciategroup.co.uk/investors .
Voting results of the Court Meeting
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
99.22 per cent. by value of those Scheme Shares voted, voted in
favour of the resolution to approve the Scheme. The resolution
proposed at the Court Meeting was passed on a poll vote. Details of
the votes cast are as follows:
Number of % of Scheme Number of % of Scheme Number of
Scheme Shares Shares voted Scheme Shareholders Shareholders Scheme Shares
voted who voted who voted voted as
a % of the
issued share
capital
entitled
to vote
on the Scheme
For 134,496,611 99.22 98 87.5 72.18
--------------- -------------- --------------------- -------------- ---------------
Against 1,053,335 0.78 14 12.5 0.57
--------------- -------------- --------------------- -------------- ---------------
Total 135,549,946 106 73.31
--------------- -------------- --------------------- -------------- ---------------
The total number of Scheme Shareholders voting for and against
the resolution exceeds the total number of Scheme Shareholders who
voted as six registered members gave instructions for votes to be
cast in favour of the resolution in respect of part of their
holding of Scheme Shares and against the resolution in respect of
another part of their holding.
Voting results of the General Meeting
At the General Meeting, the special resolution to authorise the
implementation of the Scheme, including the adoption of the amended
Appreciate Group Articles, was duly passed on a poll vote. The
results are detailed as follows:
Number of Appreciate % of Appreciate Group Number of Appreciate
Group Shares voted Shares voted Group Shares voted as
a % of the issued
ordinary share
capital*
For** 137,727,787 99.27 73.91
---------------------------------- ---------------------------------- ---------------------------------
Against 1,012,084 0.73 0.54
---------------------------------- ---------------------------------- ---------------------------------
Withheld* 19,151 -
---------------------------------- ---------------------------------- ---------------------------------
Total 138,739,871 74.45
---------------------------------- ---------------------------------- ---------------------------------
* A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes 'For' or 'Against' the
Resolution.
** Includes discretionary votes.
Please note that certain of the percentages set out in the
tables above have been rounded. As a result of such rounding, the
totals of percentages presented in these totals may vary slightly
from the actual arithmetical totals of such percentages.
Next Steps
The Acquisition remains subject to the satisfaction or (where
capable of being waived) waiver of the other Conditions to the
Acquisition as set out in Part 3 of the Scheme Document, including
the Court sanctioning the Scheme at the Court Hearing.
Appreciate Group will give adequate notice of the date and time
of the Court Hearing, once known, by issuing an announcement
through a Regulatory Information Service. It is expected that the
Scheme will become Effective on or before 31 March 2023.
Enquiries:
Appreciate Group
Guy Parsons, Executive Chairman Tel: 020 3128 8193
Julian Coghlan, Interim Chief Executive Officer
Liberum Capital Limited (Lead financial adviser, nominated
adviser and corporate broker to Appreciate Group)
Richard Crawley Tel: 020 3100 2000
Mark Harrison
Jamie Richards
Ben Cryer
Nikhil Varghese
Herax Partners LLP (Joint financial adviser and Rule 3 adviser
to Appreciate Group)
Angus MacPherson Tel: 020 7399 1682
Giuseppe Leonello
MHP Communications (Public relations adviser to Appreciate
Group)
Reg Hoare Tel: 020 3128 8193
Katie Hunt appreciategroup@mhpc.com
Charles Hirst
PayPoint
Nick Wiles, Chief Executive Tel: 07442 968960
Alan Dale, Finance Director Tel: 07778 043962
Steve O'Neill, Corporate Affairs and Marketing Director Tel: 07919 488066
Jefferies International Limited (Financial adviser and corporate
broker to PayPoint)
Simon Hardy Tel: 020 7029 8000
James Thomlinson
William Brown
FGS Global (Public relations adviser to PayPoint)
Rollo Head Tel: 0207 251 3801
James Thompson
Important notices
Jefferies International Limited ("Jefferies"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively as financial adviser and corporate broker to
PayPoint and no one else in connection with the Acquisition or any
matters referred to in this Announcement. In connection with such
matters, Jefferies, its affiliates and its or their respective
directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to anyone
other than PayPoint for providing the protections afforded to their
clients or for providing advice in relation to the Acquisition, the
contents of this Announcement or any other matter referred to in
this Announcement or owe or accept any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person other
than PayPoint in connection with the matters referred to in this
Announcement, or otherwise.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
as lead financial adviser, nominated adviser and corporate broker
to Appreciate Group and for no one else in connection with the
Acquisition or any matters referred to in this Announcement and
will not be responsible to anyone other than Appreciate Group for
providing the protections afforded to its clients nor for providing
advice in relation to the Acquisition, the contents of this
Announcement or any other matters referred to in this Announcement.
Neither Liberum nor any of its affiliates, respective directors,
officers, employees and agents owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether
in contract, in tort, under statute or otherwise) to any person who
is not a client of Liberum in connection with the matters referred
to in this Announcement, or otherwise.
Herax Partners LLP ("Herax Partners"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
as joint financial adviser and Rule 3 Adviser to Appreciate Group
and for no one else in connection with the Acquisition or any
matters referred to in this Announcement and will not be
responsible to anyone other than Appreciate Group for providing the
protections afforded to its clients nor for providing advice in
relation to the Acquisition, the contents of this Announcement or
any other matters referred to in this Announcement. Neither Herax
Partners nor any of its affiliates, respective directors, officers,
employees and agents owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Herax Partners in connection with the matters
referred to in this Announcement, or otherwise.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or a solicitation
of an offer to buy, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities pursuant to the Acquisition or
otherwise, nor shall there be any purchase, sale, issuance or
exchange of securities or such solicitation in any jurisdiction in
which such offer, invitation, solicitation, purchase, sale,
issuance or exchange is unlawful. The Acquisition will be made
solely by means of the Scheme Document (or, if applicable, the
offer document containing any Takeover Offer) and the accompanying
Forms of Proxy, which will contain the full terms and conditions of
the Acquisition. Any approval, decision in respect of, or other
response to, the Acquisition should be made only on the basis of
the information contained in the Scheme Document (or, if
applicable, the offer document containing any Takeover Offer).
This Announcement does not constitute a prospectus or prospectus
equivalent document. The New PayPoint Shares to be issued pursuant
to the Acquisition are not being offered to the public by means of
this Announcement.
This Announcement has been prepared in connection with proposals
in relation to a scheme of arrangement pursuant to and for the
purpose of complying with English law, the Takeover Code, the AIM
Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as
that which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside the
United Kingdom. Nothing in this Announcement should be relied on
for any other purpose.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and the release of this Announcement shall not
give rise to any implication that there has been no change in the
facts set out in this Announcement since such date.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws and/or regulations of those jurisdictions and therefore
persons into whose possession this Announcement comes who are
subject to the laws and/or regulations of any jurisdiction other
than the United Kingdom should inform themselves about and observe
any such applicable restrictions in their jurisdiction. In
particular, the ability of persons who are not resident in the
United Kingdom to vote their Appreciate Group 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 jurisdiction in which they are located.
Further details in relation to the Overseas Shareholders is
contained in the Scheme Document. Any failure to comply with any
such restrictions may constitute a violation of the securities laws
of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
Unless otherwise determined by PayPoint or required by the
Takeover Code, and permitted by applicable law and regulation, the
New PayPoint Shares to be issued pursuant to the Acquisition to
Appreciate Group Shareholders will not be made available, directly
or indirectly, in, into or from a Restricted Jurisdiction where to
do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such means from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this Announcement and 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 Takeover Offer
(unless otherwise permitted by applicable law or regulation), the
Takeover Offer may not be made, directly or indirectly, in or into
or by use of the mails or any other means or instrumentality
(including, without limitation, facsimile, email or other
electronic transmission, telex or telephone of interstate or
foreign commerce of, or any facility of a national state or other
securities exchange of any Restricted Jurisdiction) and the
Takeover Offer will not be capable of acceptance by any such use,
means instrumentality or facilities or from or within any
Restricted Jurisdiction.
The availability of the New PayPoint Shares to Appreciate Group
Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are resident. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable
requirements.
Further details in relation to Overseas Shareholders is
contained in the Scheme Document.
Additional information for US investors
Appreciate Group Shareholders in the United States should note
that the Acquisition relates to the securities of a company
incorporated in England and is proposed to be effected by means of
a scheme of arrangement under the laws of England and Wales. This
Announcement, the Scheme Document and certain other announcements
and documents relating to the Acquisition have been or will be
prepared in accordance with English law, the Takeover Code and UK
disclosure requirements, format and style, all of which differ from
those in the United States. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure
requirements of and practices applicable in the United Kingdom to
schemes of arrangement, which differ from the disclosure
requirements of the United States tender offer and proxy
solicitation rules. If, in the future, PayPoint exercises the right
to implement the Acquisition by way of a Takeover Offer in
accordance with the terms of the Co-operation Agreement and
determines to extend the offer into the United States, the
Acquisition will be made in compliance with applicable United
States laws and regulations, including any applicable exemptions
under the US Exchange Act.
Appreciate Group's financial statements, and all financial
information that is included in this Announcement or the Scheme
Document, or any other documents relating to the Acquisition, have
been or will be prepared in accordance with IFRS and may not be
comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared
in accordance with US generally accepted accounting principles.
The receipt of cash and shares pursuant to the Acquisition by a
US holder as consideration for the transfer of its Appreciate Group
Shares pursuant to the Scheme will likely be a taxable transaction
for United States federal income tax purposes and under applicable
United States state and local, as well as foreign and other, tax
laws. Each Appreciate Group Shareholder is urged to consult his
independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and
claims arising out of US federal securities laws, since PayPoint
and Appreciate Group are located in countries other than the US,
and some or all of their officers and directors may be residents of
countries other than the US. US holders 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 judgement.
Neither the Securities Exchange Commission nor any securities
commission of any state of the United States has approved the
transaction, passed upon the fairness of the transaction or passed
upon the adequacy or accuracy of this Announcement. Any
representation to the contrary is a criminal offence in the United
States.
If PayPoint were to elect to implement the Acquisition by means
of a Takeover Offer, in accordance with normal practice in the UK
and consistent with Rule 14e-5(b) of the US Exchange Act, PayPoint,
certain affiliated companies and their nominees or brokers (acting
as agents) may make certain purchases of, or arrangements to
purchase, shares in Appreciate Group outside 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. 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 United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com.
Notes regarding New PayPoint Shares
The New PayPoint Shares to be issued pursuant to the Scheme have
not been and will not be registered under the relevant securities
laws of Japan and the relevant clearances have not been, and will
not be, obtained from the securities commission of any province of
Canada. No prospectus in relation to the New PayPoint Shares has
been, or will be, lodged with, or registered by, the Australian
Securities and Investments Commission. Accordingly, the New
PayPoint Shares are not being, and may not be, offered, sold,
resold, delivered or distributed, directly or indirectly in or into
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of relevant laws of, or require
registration thereof in, such jurisdiction (except pursuant to an
exemption, if available, from any applicable registration
requirements or otherwise in compliance with all applicable
laws).
The New PayPoint Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act
and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States. It is expected that the
New PayPoint Shares will be issued in reliance upon the exemption
from the registration requirements of the US Securities Act of 1933
(as amended) provided by Section 3(a)(10) thereof.
Forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by PayPoint or
Appreciate Group contain statements about PayPoint and/or
Appreciate 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", "anticipates",
"estimates", "hopes" "projects", "continue", "schedule" 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 PayPoint's or Appreciate
Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on
PayPoint's or Appreciate Group's business.
These forward-looking statements are not guarantees of future
performance. By their nature, such forward-looking statements
involve known and unknown 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. Many of these risks and uncertainties relate to factors
that are beyond the entities' ability to control or estimate
precisely. These factors include, but are not limited to, the
satisfaction of the conditions to the Acquisition, as well as
additional factors, such as changes in political and economic
conditions, changes in the level of capital investment, retention
of key employees, changes in customer habits, success of business
and operating initiatives and restructuring objectives, impact of
any acquisitions or similar transactions, changes in customers'
strategies and stability, competitive product and pricing measures,
changes in the regulatory environment, fluctuations of interest and
exchange rates, the outcome of any litigation. For a discussion of
important factors which could cause actual results to differ from
forward-looking statements: (i) in relation to the Wider Appreciate
Group, refer to the annual report for Appreciate Group for the
financial year ended 31 March 2022; and (ii) in relation to the
PayPoint Group, refer to the annual report for PayPoint for the
financial year ended 31 March 2022. Neither PayPoint or Appreciate
Group, nor any of their respective associates or directors,
officers 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 of this Announcement. All
subsequent oral or written forward-looking statements attributable
to PayPoint or Appreciate Group or any of their respective members,
directors, officers or employees or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary
statement above. PayPoint and Appreciate Group disclaim any
obligation to update any forward-looking or other statements
contained in this Announcement, except as required by applicable
law.
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 Appreciate Group or PayPoint for the current
or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Appreciate
Group or PayPoint respectively.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Takeover Code applies must be
made by no later than 3.30 p.m. (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
Business Day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8 of the Takeover Code. A Dealing
Disclosure by a person to whom Rule 8.3(b) of the Takeover Code
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 of the Takeover Code.
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 of
the Takeover Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Right to switch to a Takeover Offer
PayPoint reserves the right to elect, subject to the terms of
the Co-operation Agreement and with the consent of the Panel, to
implement the Acquisition by way of a Takeover Offer for the entire
issued and to be issued share capital of Appreciate Group as an
alternative to the Scheme. In such an event, the Takeover Offer
will be implemented on the same terms or, if PayPoint so decides,
on such other terms being no less favourable (subject to
appropriate amendments), so far as applicable, as those which would
apply to the Scheme and subject to the amendment referred to in the
Conditions to the Acquisition set out in Part 3 of the Scheme
Document.
Publication of this Announcement on website
A copy of this Announcement and the documents required to be
published pursuant to Rules 26.1 and 26.2 of the Takeover Code will
be available, free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on
Appreciate Group's website at www.appreciategroup.co.uk/investors
and on PayPoint's website at https://corporate.paypoint.com by no
later than 12:00 p.m. on the Business Day following this
Announcement.
For the avoidance of doubt, the contents of this website and any
websites accessible from hyperlinks on this website are not
incorporated into and do not form part of this Announcement.
Information relating to Appreciate Group Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Appreciate Group Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Appreciate Group may be provided to PayPoint
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.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Acquisition is
entitled to receive such documents in hard copy form free of
charge. A person may also request that all future documents,
announcements and information in relation to the Acquisition are
sent to them in hard copy form. Hard copies of such documents,
announcements (including this Announcement), and information will
not be sent unless requested.
In accordance with Rule 30.3 of the Takeover Code, Appreciate
Group Shareholders, persons with information rights and
participants in Appreciate Group Share Plans may request a hard
copy of this Announcement by contacting Appreciate Group's
registrars, Computershare Investor Services PLC ("Computershare")
during business hours on +44 (0)370 707 1226 or in writing at The
Pavilions, Bridgwater Road, Bristol BS99 6ZY. Calls are charged at
the standard geographical rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 9.00 a.m. to 5.30 p.m.
(London time), Monday to Friday (except public holidays in England
and Wales). Please note that Computershare cannot provide any
financial, legal or tax advice. Calls may be recorded and monitored
for security and training purposes.
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.
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END
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