Rule 2.7 Announcement
On September 23, 2022,
the Company issued the Rule 2.7 Announcement disclosing that the Company and RPS had reached an agreement on the terms of the Acquisition.
The Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement (the “Scheme”) under Part 26
of the UK Companies Act of 2006 (the “UK Companies Act”). Under the terms of the Acquisition, RPS shareholders will be entitled
to receive 222 pence in cash for each RPS share held by such shareholder. The Scheme will lapse if the Acquisition is not completed by
11:59 p.m. UK time on 9 August, 2023 or such later date as the Company and RPS may agree in writing (with the consent of the UK Panel
on Takeovers and Mergers (the “Panel”) or as the High Court of Justice of England and Wales (the “Court”) may
approve (if such consent or approval is required)) (such date, the “Long-stop Date”).
The Acquisition is conditioned
upon, among other things, (i) the Scheme becoming unconditional and effective, subject to the provisions of the UK Code, by no later
than the Long-stop Date, (ii) the approval of the Scheme by a majority in number of the RPS shareholders representing at least 75%
of the RPS shares, and (iii) the approval of the Scheme by the Court. The conditions to the Acquisition are set out in full in the
Rule 2.7 Announcement. It is expected that, subject to the satisfaction or waiver of all relevant conditions, the Acquisition will
be completed by the end of 2022.
The Company has reserved the
right, subject to the prior consent of the Panel (and to the terms of the Cooperation Agreement and the Rule 2.7 Announcement), to
elect to implement the Acquisition by way of a takeover offer (as such item is defined in the UK Companies Act).
A copy of the Rule 2.7
Announcement is included herein as Exhibit 99.1 and is incorporated herein by reference. The foregoing description of the Rule 2.7
Announcement is qualified in its entirety by reference to the full text thereof.
Cooperation Agreement
On September 23, 2022
the Company and RPS entered into the Cooperation Agreement in connection with the Acquisition. Pursuant to the Cooperation Agreement,
the Company and RPS agreed to use reasonable endeavors for the purpose of obtaining any regulatory authorization which are required to
implement the Acquisition, to cooperate with each other in preparing required documents and other matters and have given certain undertakings
to implement the Acquisition.
The Company has the right
to terminate the Cooperation Agreement in certain circumstances, including (i) if the RPS board of directors publicly withdraws,
adversely qualifies, adversely modifies, or fails to re-affirm or re-issue (where reasonably requested by the Company to do so) its unanimous
and unconditional recommendation that RPS shareholders vote in favor of the Scheme or (ii) a competing transaction is either recommended
by the RPS board of directors or is completed, becomes effective, or is declared or becomes unconditional in all respects.
A copy of the Cooperation
Agreement is included herein as Exhibit 99.2 and is incorporated herein by reference. The foregoing description of the Cooperation
Agreement is qualified in its entirety by reference to the full text thereof.
Irrevocable Undertakings
The Scheme is subject to the
approval of the RPS shareholders in accordance with the UK Companies Act. The Company has received irrevocable undertakings from certain
shareholders of RPS (the “Supporting Shareholders”) to support the Acquisition. Pursuant to such undertakings, the Supporting
Shareholders have agreed to vote in favor of the Scheme at the Court Meeting (as defined in the Rule 2.7 Announcement) and the resolutions
to be proposed at the RPS General Meeting (as defined in the Rule 2.7 Announcement) or, if the Acquisition is implemented by way
of a takeover offer, the Supporting Shareholders have agreed that they will accept such takeover offer by the Company. As of September 23,
2022, the Supporting Shareholders beneficially owned approximately 76,422,100 shares, representing, in aggregate, 27.53% of the existing
issued share capital of RPS.
The undertakings will continue
to be binding in the event that a competing offer is made for RPS. They will cease to be binding in certain circumstances, including if
(i) the Company announces that it does not intend to make or proceed with the Acquisition, (ii) the Scheme does not become effective,
is withdrawn, or lapses in accordance with its terms, or (iii) a competing offer for the entire issued share capital of RPS becomes
or is declared unconditional or, if proceeding by way of scheme of arrangement, becomes effective, and will remain binding in the event
that a higher competing offer for RPS is made.
Press Release
On
September 23, 2022, the Company issued a press release announcing the terms of the Acquisition. The press release is attached
hereto as Exhibit 99.3 and is incorporated herein by reference.
Notice to Shareholders Regarding UK Disclosure
Requirements
The
Company directs the attention of its shareholders to certain disclosure requirements applicable to the Acquisition. The relevant disclosure
requirements are set out in Rule 8 of the UK Code, which is published and administered by the Panel. In particular, Rule 8.3
of the UK Code requires that any person who is interested (directly and indirectly) in 1% or more of any class of relevant securities
of any party to the offer must make (a) an “Opening Position Disclosure” and (b) a “Dealing Disclosure”
if they deal in any relevant security of any party to the offer during the offer period. The Company’s ordinary shares are relevant
securities for the purposes of this offer period.
Further information about
the Panel's disclosure regime is available at: http://www.thetakeoverpanel.org.uk/disclosure. If a Company shareholder has any questions
on these disclosure requirements, the Panel’s Market Surveillance Unit can be contacted on +44 (0)20 7638 0129.