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TrueCommerce Holdings Limited - Compulsory Acquisition of Remaining Netalogue Shares

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.

8 January 2020

Recommended Cash Offer by

TrueCommerce Holdings Limited

for Netalogue Technologies plc

Compulsory Acquisition of Remaining Netalogue Shares

TrueCommerce Holdings Limited (“TrueCommerce”) made a recommended cash offer (the “Offer”) on 18 November 2019 for all of the issued and to be issued share capital of Netalogue Technologies plc (“Netalogue”).

The document containing the Offer which was dated 18 November 2019 (the "Offer Document") is available on TrueCommerce's website at https://www.truecommerce.com/uk-en/important-disclaimer and on Netalogue's website at http://www.netalogue.com/investors. Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

On 10 December 2019, TrueCommerce announced that the Offer was unconditional in all respects, that it had received acceptances in respect of over 90 per cent. of the Netalogue Shares to which the Offer relates and that it intended to compulsorily acquire the remaining Netalogue Shares to which the Offer relates.

Posting of Compulsory Acquisition Notices

Further to its announcement on 10 December 2018 regarding its intention to implement the compulsory acquisition procedure under Chapter 3 of Part 28 of the Companies Act 2006, TrueCommerce announces the despatch today of formal compulsory acquisition notices under Sections 979 and 980 of the Act (the "Compulsory Acquisition Notices") to Netalogue Shareholders who have not yet accepted the Offer. These notices set out TrueCommerce's intention to apply the provisions of Section 979 of the Act to acquire compulsorily any remaining Netalogue Shares in respect of which the Offer has not been accepted on the same terms as the Offer. The transfer of Netalogue Shares in accordance with the Compulsory Acquisition Notices will take place on 18 February 2020, being six weeks from the date of the Compulsory Acquisition Notices.

On the expiry of six weeks from the date of the Compulsory Acquisition Notices, being 18 February 2020, the Netalogue Shares held by those Netalogue Shareholders who have not accepted the Offer will be acquired compulsorily by TrueCommerce on the same terms as the Offer. The consideration to which those Netalogue Shareholders will be entitled will be held by Netalogue as trustee on behalf of those Netalogue Shareholders who have not accepted the Offer and they will be requested to claim their consideration by writing to Netalogue at the end of the six-week period.

Any holders of such Netalogue Shares will receive their cash consideration sooner if they accept the Offer.

Acceptance of the Offer

Until 18 February 2020, Netalogue Shareholders can accept the Offer, the procedure for which is set out in full in paragraph 13 of the letter from TrueCommerce in Part II of the Offer Document.

By way of summary:-

1. Netalogue Shares in certificated form:-

To accept the Offer in respect of Netalogue Shares in certificated form (that is, not in CREST), Netalogue Shareholders should complete, sign and return a Form of Acceptance along with their original valid share certificate(s) and/or any other relevant document(s) of title, so as to be received by post or by hand (during normal business hours) by Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR.

2. Netalogue Shares in uncertificated form:-

To accept the Offer in respect of those Netalogue Shares in uncertificated form (that is, in CREST), Netalogue Shareholders should follow the procedure for Electronic Acceptance through CREST.

Netalogue Shareholders who hold Netalogue Shares as a CREST sponsored member, should refer acceptance of the Offer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

Netalogue Shareholders who are in any doubt as to the procedure for acceptance are invited to contact Share Registrars Limited on 01252 821390 from within the UK or, if calling from outside the UK, on +441252 821390, between 9.00 a.m. and 5.00 p.m. (UK time) Monday to Friday (excluding UK public holidays) or at the address above. Any Netalogue Shareholders who are CREST sponsored members are reminded to contact their CREST sponsors before taking any action.

Please note that for legal reasons, Share Registrars Limited will only be able to provide you with information contained in the Offer Document and this announcement and will be unable to give advice on the merits of the Offer or to provide legal, financial or taxation advice on the contents of the Offer Document or this announcement.

Publication on websites

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on TrueCommerce's website at https://www.truecommerce.com/uk-en/important-disclaimer and on Netalogue's website at http://www.netalogue.com/investors by no later than 12.00 noon (London time) on the business day following the release of this announcement in accordance with Rule 26.1 of the Code. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

Netalogue Shareholders may request a hard copy of this announcement, free of charge, by contacting Share Registrars Limited on 01252 821390 from within the UK or, if calling from outside the UK, on +441252 821390. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Netalogue Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

For further information, please contact:

TrueCommerce Holdings Limited
Edward Flint Seaton (Director, Chief Financial Officer) Tel: +1 888 430 4489
David Grosvenor (Managing Director, TrueCommerce Europe) Tel: +44 (0)845 643 6600

   

VSA Capital Limited, financial adviser to TrueCommerce
Andrew Raca Tel: +44 (0)20 3005 5000
James Deathe
Sean Urquhart
Tel: +44 (0)20 3005 5000
Tel: +44 (0)20 3005 5000

   

Netalogue Technologies plc
Andrew Robathan (Managing Director) Tel: +44 (0)845 222 0350
Craig Williams (Technical Director)
Richard Condon (Director)
Tel: +44 (0)845 222 0350
Tel: +44 (0)845 222 0350

   

Beavis Morgan LLP, financial adviser to Netalogue
Simon Hammerton Tel: +44 (0)207 417 0417
Richard Thacker Tel: +44 (0)207 417 0417

Important notices relating to financial advisers

VSA Capital, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for TrueCommerce and no one else in connection with the Offer and will not be responsible to any person other than TrueCommerce for providing the protections afforded to clients of VSA Capital or for providing advice in relation to the Offer or any matter referred to herein.

Beavis Morgan is acting exclusively for Netalogue and no one else in connection with the Offer and will not be responsible to any person other than Netalogue for providing the protections afforded to clients of Beavis Morgan or for providing advice in relation to the Offer or any matter referred to herein.

This announcement is for information purposes only and is not an invitation, inducement or the solicitation of an offer to purchase, or otherwise acquire, subscribe for or sell or otherwise dispose of or exercise rights in respect of any securities. The Offer will be made solely through the Offer Document and any accompanying forms of acceptance.

Further information

This announcement is not intended to, and does not, constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms of, and Conditions to, the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in the Offer Document. Netalogue Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.

This announcement has been prepared for the purposes of complying with English law, the rules of the NEX Exchange Growth Market and the Code 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 and regulations of any jurisdiction outside the United Kingdom.

Overseas jurisdictions

The distribution of this announcement in jurisdictions other than the United Kingdom and the ability of Netalogue Shareholders who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Netalogue Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas Netalogue Shareholders will be contained in the Offer Document.

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.

Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.