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

28 June 2021

RECOMMENDED CASH OFFER
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

Publication and Posting of Scheme Document

On 11 June 2021, the boards of Cafe Bidco Limited ("Bidco") and Proactis Holdings plc ("Proactis") announced that they had reached agreement on the terms and conditions of a recommended cash offer by Bidco for the entire issued and to be issued share capital of Proactis, other than Proactis Shares owned or controlled by funds advised and managed by DBAY (the "Acquisition").

Unless otherwise defined, all capitalised terms in this announcement (the "Announcement") shall have the same meaning given to them in the Scheme Document (as defined below).

Publication and posting of the Scheme Document

Proactis and Bidco are pleased to announce that the scheme document containing the full terms and conditions of the Acquisition (the "Scheme Document") is being published today on Proactis' website at http://www.proactis.com/uk/investors and Bidco's website at www.cafe.pollencap.com. The Scheme Document contains, among other things, a letter from the Chairman of Proactis, an explanatory statement pursuant to section 897 of the Companies Act 2006, the notices of the Court Meeting and General Meeting, an expected timetable of principal events and details of the action to be taken by Proactis Shareholders. Hard copies of the Scheme Document (or, depending on the Proactis' Shareholders' communication preferences, a letter or email giving details of the website where the Scheme Document may be accessed) are being sent to Proactis Shareholders together with the related Forms of Proxy and the Form of Election for the Alternative Offer. Hard copies of the Scheme Document are also being sent, for information only, to participants in the Proactis Share Plans and to holders of Convertible Loan Notes.

A copy of the Scheme Document will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Notices of the Court Meeting and General Meeting and action required

As described in the Scheme Document, to become Effective, the Scheme must be approved at the Court Meeting by a majority in number of the Scheme Shareholders who are on the register of members of Proactis at the Scheme Voting Record Time present and voting (and entitled to vote), whether in person, or by proxy or by corporate representative (where applicable), via the Virtual Meeting Platform, representing at least 75 per cent. of the votes attached to the Scheme Shares cast by those Scheme Shareholders. The Scheme also requires the passing at the General Meeting of the Special Resolutions by the requisite majorities. The General Meeting is expected to be held immediately after the Court Meeting. Following the Meetings, the Scheme must be sanctioned by the Court. If the Scheme becomes Effective, it will be binding on all Proactis Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and irrespective of whether or not they voted in favour of the resolutions at such Meetings).

Notices of the Court Meeting and the General Meeting of Proactis Holdings plc, each of which will be held at the offices of Proactis at 2nd Floor, 1 Riverview Court, Castle Gate, Wetherby, West Yorkshire LS22 6LE on 20 July 2021, are set out in the Scheme Document. The Court Meeting will start at 11.30 a.m. on that date and the General Meeting at 11.45 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned). 

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. Scheme Shareholders are therefore strongly advised to transmit a proxy appointment and voting instruction (electronically, online or through CREST or by any other procedure described in this notice) or complete and return their Form of Proxy for the Court Meeting in accordance with the instructions printed on it as soon as possible. The transmission of a proxy appointment or voting instruction electronically, online or through CREST or by any other procedure described in this document (or completion and return of the Forms of Proxy) will not prevent Scheme Shareholders from attending remotely, submitting written questions and/or any objections (in the case of the Court Meeting) and voting at the Court Meeting or the General Meeting, in each case remotely, if they are entitled to and wish to do so.

If a Proactis Shareholder is eligible and wishes to elect for the Alternative Offer in respect of their Proactis Shares, they must also complete the Form of Election in accordance with the instructions printed on such form and return it by post to Link Group, Corporate Actions, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL or, if they hold their Proactis Shares through CREST, submit a TTE Instruction in respect of the relevant Proactis Shares, in each case by the Election Return Time, being 1.00 p.m. on the date of the Scheme Court Hearing or such later date and time (if any) to which the right to make an election may be extended. Proactis Shareholders who do not wish to elect to receive the Alternative Offer do not need to complete or return the Form of Election. Proactis Shareholders who are in a Restricted Jurisdiction are only eligible to receive the Cash Offer, and are not eligible to elect for the Alternative Offer.

Scheme Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

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

Accordingly, the Proactis Directors recommend unanimously that the Scheme Shareholders and the Proactis Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolutions to be proposed at the General Meeting (respectively), as the Proactis Directors who hold Proactis Shares have irrevocably undertaking to do (or procure to be done) in respect of their own beneficial holdings of Proactis Shares.

finnCap is unable to advise the Proactis Directors as to whether or not the financial terms of the Alternative Offer are fair and reasonable. This is because of the significant and variable impact the disadvantages and advantages of the Alternative Offer may have on individual Proactis Shareholders. Accordingly, the Proactis Directors cannot form an opinion as to whether or not the terms of the Alternative Offer are fair and reasonable and are not making any recommendation to eligible Proactis Shareholders as to whether or not they should elect for the Alternative Offer.

COVID-19 Restrictions

The Proactis Directors note the measures issued by UK Government in view of the ongoing COVID-19 pandemic. At the time of publication of this announcement, UK Government has prohibited large public gatherings, save in certain limited circumstances. In light of these measures, together with the uncertainty as to any additional and/or alternative measures that may be put in place by UK Government, we regretfully ask that Scheme Shareholders, Proactis Shareholders and other prospective attendees do not attend the Court Meeting or the General Meeting in person, save for the Chairman and anyone else nominated by the Chairman in order to establish a quorum. In order to protect the health and safety of Proactis Shareholders, staff and directors, any Scheme Shareholders, Proactis Shareholders and other persons who attempt to attend the Meetings in person may be refused entry, as we are unfortunately unable to guarantee that arrangements will be COVID-secure and legal limits on the number of people able to gather may continue to apply. Scheme Shareholders and Proactis Shareholders are strongly encouraged to appoint "the Chairman of the meeting" as their proxy. If any other person is appointed as proxy, they may not be permitted to attend the relevant Meeting in person but will be able to attend, submit written questions and/or any objections (in the case of the Court Meeting) and vote at the relevant Meeting remotely via the Virtual Meeting Platform, further details of which are set out below and in the Virtual Meeting Guide. Scheme Shareholders and Proactis Shareholders may also submit written questions in advance of the relevant Meeting by email to company.secretary@proactis.com. Emails must be received no less than 48 hours (excluding any part of that period that is during a non-working day) before the start of the relevant Meeting.

Shareholder Helpline

If Scheme Shareholders have any questions about the Scheme Document, the Court Meeting or the General Meeting, or how to complete the Forms of Proxy or the Form of Election, please contact Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL or on 0371 664 0321. Calls will be charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Link Group is open between 9.00 a.m. to 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.

Cancellation of admission to trading on AIM

It is intended 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. It is further intended that, prior to the Scheme becoming Effective, Proactis will make an application for the cancellation of the admission to trading of the Proactis Shares on AIM, and re-register Proactis as a private limited company, to take effect shortly after the Effective Date.

On the Effective Date, share certificates in respect of Proactis Shares will cease to be valid and entitlements to Proactis Shares held within the CREST system will be cancelled.

Expected Timetable

The following indicative timetable sets out expected dates for the implementation of the Scheme.

If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Proactis Shareholders by announcement through a Regulatory Information Service. If required by the Panel, notice of such changes will also be sent to Proactis Shareholders, to holders of options or awards under the Proactis Share Plans and to holders of the Convertible Loan Notes.

(1)     It is requested that blue Forms of Proxy for the Court Meeting be returned not later than 11.30 a.m. on 16 July 2021 (or, if the Court Meeting is adjourned, 48 hours (excluding any part of a day that is not a Business Day) before the time of such adjourned meetings. Blue Forms of Proxy not returned prior to 11.30 a.m. on 16 July 2021 may be emailed to post_proxy_deadline_court_votes@linkgroup.co.uk any time prior to the commencement of the Court Meeting.

(2)     Yellow Forms of Proxy for the General Meeting must be returned not later than 11.45 a.m. on 16 July 2021 (or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a Business Day) before the time of such adjourned meetings.

(3)     If either the Court Meeting or the General Meeting is adjourned, the Scheme Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day which is two Business Days prior to the date of the adjourned meeting.

(4)     Or as soon thereafter as the Court Meeting is concluded or adjourned.

(5)     These dates are indicative only and will depend, amongst other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Scheme Court Order is delivered to the Registrar of Companies.

All references in this announcement and the Scheme Document are to times 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 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.  The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy and Form of Election, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.  Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).  Proactis Shareholders are strongly advised to read the formal documentation in relation to the Acquisition.   Each Proactis Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Acquisition.

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.

Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme (subject to the Panel's consent and the terms of the Co-operation Agreement).   In such event, the Acquisition will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in method of effecting the Acquisition (including, without limitation: (i) the inclusion of an acceptance condition set at 75 per cent. of the Proactis Shares to which such Takeover Offer relates (or such other percentage as Bidco may, subject to the rules of the Takeover Code and the terms of the Co-operation Agreement and with the consent of the Panel, decide); and (ii) those required by, or deemed appropriate by, Bidco under applicable law, including US securities law).Overseas Shareholders

The release, publication or distribution of the Scheme Document in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws or requirements of other jurisdictions should inform themselves of, and observe, any applicable laws or requirements.

Neither the Scheme Document nor any of the accompanying documents are intended to, and do not, constitute or form part of any offer or invitation to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. The Scheme Document has been prepared in accordance with and for the purposes of complying with English law, the Takeover Code, the rules of the London Stock Exchange, UK Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if the Scheme Document had been prepared in accordance with the laws of jurisdictions other than England and Wales.

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 and no person may vote in favour of the Acquisition by any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of or from, a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of the Scheme Document and all documents 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 the Scheme Document 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. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mail or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means instrumentality or facilities.

The 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. In particular, the ability of persons who are not resident in the United Kingdom to vote their Proactis 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 jurisdictions in which they are located. 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.

The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the AIM Rules and the Registrar of Companies.

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 and would not be registered under the US Securities Act. Securities issued pursuant to the Scheme will not be registered under any laws of any state, district or other jurisdiction of the United States, and may only be issued to persons resident in such state, district or other jurisdiction pursuant to an exemption from the registration requirements of such laws.

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 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.

Statements

The statements contained in the Scheme Document are made as at the date of the Scheme Document, unless some other time is specified in relation to them, and publication of the Scheme Document will not give rise to any implication that there has been no change in the information set forth in the Scheme Document is correct as of any date subsequent to the date of such information. Nothing in the Scheme Document will be deemed to be a forecast, projection or estimate of the future financial performance of Proactis, the Proactis Group, Bidco or the Bidco Group, except where otherwise stated.

Forward-looking statements

The Scheme Document (including information incorporated by reference in the Scheme Document), 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 the Scheme Document 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 the Scheme Document 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 the Scheme Document. 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 contained in the Scheme Document whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement in the Scheme Document is intended as a profit forecast or estimate for any period and no statement in the Scheme Document 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, the Scheme Document and the documents required to be published 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 29 June 2021. For the avoidance of doubt, the contents of those websites nor any websites accessible from a hyperlink are not incorporated into and do not form part of the Scheme Document.

In accordance with Rule 30.3 of the Takeover Code, Proactis Shareholders and persons with information rights may request a hard copy of the Scheme Document 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.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Proactis Shareholders, persons with information rights and other relevant persons for the receipt of communications from Proactis may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

General

If the Acquisition is effected by way of a Takeover Offer, and such Takeover Offer becomes or is declared unconditional in all respect and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Proactis Shares in respect of which the Takeover Offer has not been accepted.

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.