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

FOR IMMEDIATE RELEASE

23 July 2021

RECOMMENDED ACQUISITION
OF
PROACTIS HOLDINGS PLC
BY
CAFE BIDCO LIMITED

(a newly incorporated company to be indirectly owned by joint offerors: (i) investment funds advised and managed by Pollen Street Capital Limited; and (ii) investment funds advised and managed by DBAY Advisors Limited)

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

Court Sanction of Scheme of Arrangement and Suspension of Dealings

Further to the announcement dated 20 July 2021 in relation to the Court Meeting and General Meeting, the board of Proactis Holdings plc ("Proactis") is pleased to announce that at the Scheme Court Hearing this morning in connection with the recommended acquisition of Proactis by Cafe Bidco Limited ("Bidco"), the Court has made an order sanctioning the Scheme.

The last day of dealings in, and registration of transfers of, Proactis Shares will be 26 July 2021. The Scheme Record Time will be 6.00 p.m. on 26 July 2021.

It is expected that dealings in Proactis Shares on AIM will be suspended at 7.00 a.m. on 27 July 2021. No transfers of Proactis Shares will be registered after 7.00 a.m. on that date.

The Scheme will become effective once the Scheme Court Order (duly sealed by the Court) has been delivered to the Registrar of Companies, which is expected to take place on 27 July 2021.

Proactis has applied to the London Stock Exchange for the cancellation of admission to trading of Proactis Shares on AIM, which is expected to take effect as of 7.00 a.m. on 28 July 2021.

Full details of the Acquisition are set out in the circular sent to Proactis Shareholders dated 28 June 2021 (the "Scheme Document"). Capitalised terms used but not otherwise defined in this announcement have the meaning given to them in the Scheme Document.

All references to time in this announcement are to London, England time, unless otherwise stated.

Enquiries:

Houlihan Lokey                                                                                    +44 (0)20 7907 4200
(Financial Adviser to Bidco)
Lawrence Guthrie
Mark Fisher
Yashin Mody

Stand Agency                                                                                       +44 (0)7973 596 503
(Communications adviser to Pollen Street Capital)
Cait Dacey

DBAY                                                                                                     +44 (0)1624 690 900
David Morrison
Mike Haxby

Teneo                                                                                                     +44 (0)20 7260 2700
(Financial Adviser to DBAY)

Chris Nicholls
Craig Lukins
Dom Young                                                                             

Proactis                                                                                                 +44 (0)19 3754 5070
Tim Sykes
Richard Hughes

finnCap                                                                                                 +44 (0)20 7220 0500
(Financial Adviser, Nominated Adviser and Corporate Broker to Proactis)
Carl Holmes
Henrik Persson
Emily Watts

Slaughter and May is acting as legal adviser to Pollen Street Capital and Bidco.

Addleshaw Goddard is acting as legal adviser to DBAY.

Walker Morris LLP is acting as legal adviser to Proactis.

Important notices relating to financial advisers

finnCap, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Proactis as financial adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than Proactis for providing the protections afforded to clients of finnCap or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither finnCap nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of finnCap in connection with this announcement, any statement contained in this announcement or otherwise.

Houlihan Lokey, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Bidco and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Houlihan Lokey or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Houlihan Lokey nor any of its subsidiaries or affiliates 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 Houlihan Lokey in connection with this announcement or any matter referred to in this announcement.

Teneo is acting for DBAY and no-one else in connection with the Acquisition and will not be responsible to anyone other than DBAY for providing the protections offered to clients of Teneo or for providing advice in relation to the Acquisition, the contents of this announcement or any matters referred to in this announcement. Teneo is authorised and regulated in the United Kingdom by the Institute of Chartered Accountants in England & Wales for a range of investment business activities. Teneo is registered in England and Wales Company Number 13192958 and its registered office is 6 More London Place, London SE1 2DA. Teneo can be contacted at 60 St Martin's Lane, London, WC2N 4JS.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.  

This announcement has been prepared for the purpose of complying with English law and the Takeover 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 of jurisdictions outside England.

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

Overseas Shareholders

This announcement has been prepared in accordance with and for the purposes of complying with the laws of England and Wales, the Takeover Code, the Market Abuse Regulation,  the AIM Rules and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Wales.

The availability of the Acquisition to Proactis Shareholders who are not resident in the United Kingdom may be affected by the laws of the jurisdiction in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements of their respective jurisdictions. Any failure to comply with applicable 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 Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws of that jurisdiction. Accordingly, copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent (including in electronic form) in, into or from a Restricted Jurisdiction where to do so would violate the laws of 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 (including in electronic form) them in, into or from such jurisdictions if to do so would violate the laws of that jurisdiction.

Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Notice to US Shareholders of Proactis

The Acquisition relates to shares of an English incorporated and registered company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act and is proposed to be effected by means of a scheme of arrangement under English law. A transaction effected by means of such a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act. The Acquisition (and the Scheme) are subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which may differ from the requirements of US proxy solicitation or tender offer rules. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. 

Any Alternative Offer Securities issued in the United States are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.

For the purposes of qualifying for the exemptions from the registration requirements of the US Securities Act afforded by Section 3(a)(10), Proactis will advise the Court through counsel that the Court's sanction of the Scheme will be relied upon by Bidco for the purposes of the exemption afforded by Section 3(a)(10) as an approval of the Scheme following a hearing on the fairness of the terms and conditions of the Scheme to Scheme Shareholders, at which hearing all such Scheme Shareholders are entitled to appear in person (or through counsel) remotely to support or oppose the sanctioning of the Scheme and with respect to which adequate notification has been given to all Scheme Shareholders.

Proactis Shareholders who are, or will be, deemed to be "affiliates" (as defined in the US Securities Act) of Bidco after the Effective Date will be subject to certain restrictions on transfers of the Alternative Offer Securities received pursuant to the Scheme as the Alternative Offer Shares will be deemed to be "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act. Otherwise, the Alternative Offer Securities generally should not be treated as "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act and persons who receive securities under the Scheme (other than affiliates of Bidco) may resell or transfer such Alternative Offer Securities without restriction under the US Securities Act.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain of its affiliated companies and their respective nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Proactis Shares, 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 be made outside the United States and would comply with applicable law, including the US Exchange Act and the rules and regulations thereunder. These purchases may be made either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases 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.

The information contained in the Scheme Document has neither been approved nor disapproved by the US Securities and Exchange Commission (the "SEC") or any US state securities commission or any other US regulatory authority. Neither the SEC, nor any state securities commission nor any other US regulatory authority has passed upon or determined the fairness or merits of the proposal described in, nor upon the accuracy or adequacy of, the Scheme Document. Any representation to the contrary is a criminal offence in the United States.

The financial information included in the Scheme Document has been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies. US generally accepted accounting principles differ in certain respects from IFRS used in the United Kingdom. None of the financial information in the Scheme Document has been audited in accordance with auditing standards generally accepted in the United States ("US GAAS") or the auditing standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"). There could be differences between the auditing standards used in the United Kingdom and those required by US GAAS or the auditing standards of the PCAOB. US Shareholders should consult their own professional advisers to gain an understanding and the implications of these differences.

The receipt of cash or Alternative Offer Securities pursuant to the Acquisition by a US Shareholder as consideration for the transfer of its Proactis Shares pursuant to the terms of the Acquisition may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US Shareholder is urged to consult his/her/its independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him/her/it, including under applicable US state and local, as well as overseas and other, tax laws.

It may be difficult or impossible for US Shareholders to enforce their rights and claims arising under the US federal securities laws, since Bidco and Proactis are incorporated and located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Shareholders may not be able to effect service of process upon a non-US company or its officers or directors or enforce against them in a US court a judgment obtained in a non-US court for a violation of US securities laws. Further, it may be difficult to enforce in the United Kingdom an original action or an action for enforcement based on US securities laws or judgments of a US court.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Proactis contain statements about Bidco and Proactis 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 "prepares", "targets", "plans", "believes", "expects", "is expected to", "is subject to", "forecasts", "aims", "intends", "will", "may", "could", "should", "would", "might", "anticipates", "estimates", "projects", "budget", "synergy", "strategy", "scheduled", "cost-saving" or words or terms of similar substance or the negative or derivative 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 Bidco's or Proactis' operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and UK Government regulation on Bidco's or Proactis' business.

Although Bidco and Proactis believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Proactis can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite shareholder approvals and the satisfaction of other Conditions; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions, including as a result of the ongoing impact of the COVID-19 pandemic; changes in the behaviour of other market participants; changes in the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and Proactis operate; weak, volatile or illiquid capital and/or credit markets; changes in the degree of competition in the geographic and business areas in which Bidco and Proactis operate; and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.

Neither Bidco nor Proactis, 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. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. As highlighted above, many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. 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. Other than in accordance with their legal or regulatory obligations, Bidco and Proactis each disclaim any obligation to update any forward-looking or other statements whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

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

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. 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 one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at 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.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Proactis' website at http://www.proactis.com/uk/investors and Bidco's website at https://cafe.pollencap.com by no later than 12 noon on 26 July 2021.

In accordance with Rule 30.3 of the Takeover Code, Proactis Shareholders may request a hard copy of this announcement by contacting Link Group, Corporate Actions, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL or on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

General

If you are in any doubt about the contents of this announcement, the Scheme Document or the action you should take, you are recommended to seek your own independent financial and/or legal advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.