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 THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/ 2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

21 April 2023

RECOMMENDED CASH ACQUISITION

of

Sureserve Group plc ("Sureserve" or the "Company")

by

Cap10 4NetZero Bidco Limited

("Bidco")

(a newly incorporated company indirectly owned by funds managed and/or advised by Cap10 Partners LLP ("Cap10"))

to be effected by way of scheme of arrangement

under Part 26 of the Companies Act 2006

Summary

·      The Boards of Bidco and Sureserve are pleased to announce that they have reached agreement on the terms of a recommended all cash offer pursuant to which Bidco, a newly incorporated company established on behalf of Cap10, will acquire the entire issued and to be issued share capital of Sureserve. It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement of Sureserve under Part 26 of the Companies Act (the "Scheme").

Key terms of the Acquisition

·      Under the terms of the Acquisition, Sureserve Shareholders will be entitled to receive:

125 pence in cash for each Sureserve Share held

·     The Acquisition values the entire issued and to be issued share capital of Sureserve at approximately £214.1 million on a fully diluted basis.

·      The Acquisition Price of 125 pence for each Sureserve Share represents a premium of approximately:

o  38.9 per cent to the Closing Price of 90 pence per Sureserve Share on 20 April 2023 (being the last Business Day prior to the date of this announcement (the "Last Practicable Date"));

o  44.8 per cent to the volume-weighted average price of 86.31 pence per Sureserve Share for the 60 day period to (and including) the Last Practicable Date; and

o  18.2 per cent to the all-time high Closing Price of 105.75 pence per Sureserve Share on 12 June 2015.

Background to and reasons for the Acquisition

Sureserve is a leading energy services provider primarily to social housing in the United Kingdom. It specialises in the provision of inspection, compliance, installation and maintenance services in the areas of heating, insulation and renewable energy.

Cap10 believes that Sureserve is a high quality business with a demonstrable track record of delivering growth in a mission critical market. Core attractions include:

(i)         its central role in supporting social housing landlords, local authorities and public sector bodies in their goal to improve the energy efficiency of their estates. The Bidco Directors believe that Bidco can be a key partner in supporting Sureserve's customers during their entire energy transition journey, addressing major environmental and societal issues related to fuel poverty in particular. It is well-positioned to provide a comprehensive solution and strategy to achieve the government's EPC rating improvement targets;

(ii)    strong, defensive foundations, as a provider of essential non-discretionary services which are underpinned by increasingly demanding regulations; and

(iii)        its meaningful potential for transformational growth through the expansion of its services on a national basis and to a wider number of customers, and through taking a key role in driving the UK's energy transition.

Cap10 believes that, under private ownership, with the ability to focus on long-term strategic goals and the right access to capital, Sureserve will be able to accelerate its growth significantly both organically and through M&A. Cap10 intends to work with Sureserve's management team to support them and help the Company achieve its full potential.

Sureserve Board recommendation

The Sureserve Board, which has been so advised by Evercore as to the financial terms of the Acquisition, considers the terms of the Acquisition to be fair and reasonable. In providing its financial advice to the Sureserve Board, Evercore has taken into account the commercial assessments of the Sureserve Board. Evercore is providing independent financial advice to the Sureserve Board for the purposes of Rule 3 of the Takeover Code.

The Sureserve Board believes that the terms of the Acquisition are in the best interests of Sureserve Shareholders as a whole and intends unanimously to recommend that Sureserve Shareholders vote, or procure the vote, in favour of the Scheme at the Court Meeting and the Resolution(s) to be proposed at the General Meeting which is to be convened to approve the Acquisition (or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer), as the Sureserve Directors who are interested in Sureserve Shares as at the date of this announcement have irrevocably undertaken to do in respect of their entire beneficial holdings of Sureserve Shares, being a total of 375,837 Sureserve Shares (representing, in aggregate, approximately 0.2 per cent of the Voting Shares in issue on the Last Practicable Date).

Irrevocable undertakings and letter of intent

In addition to the irrevocable undertakings from the Sureserve Directors who are interested in Sureserve Shares, Bidco has also received irrevocable undertakings from certain other Sureserve Shareholders as detailed below to vote in favour (or procure the vote in favour) of the Scheme at the Court Meeting and the Resolution(s) to be proposed at the General Meeting (or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) in respect of 38,976,500 Sureserve Shares (representing, in aggregate, approximately 23.4 per cent of the Voting Shares in issue on the Last Practicable Date):

·   Harwood Capital in respect of 30,000,000 Sureserve Shares beneficially owned by funds managed and/or advised by it; and

·      Miren Rawlings in respect of 8,976,500 Sureserve Shares she beneficially owns.

When taken together with the irrevocable undertakings provided by Sureserve Directors who are interested in Sureserve Shares, Bidco has therefore received irrevocable undertakings in respect of 39,352,337 Sureserve Shares, representing, in aggregate, approximately 23.7 per cent of the Voting Shares in issue on the Last Practicable Date.

In addition, Bidco has received a letter of intent from Slater Investments (on behalf of funds which it manages and/or advises) confirming its intention to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the Resolution(s) to be proposed at the General Meeting (or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) in respect of 26,318,325 Sureserve Shares (representing approximately 15.8 per cent of the Voting Shares in issue on the Last Practicable Date).

When taken together with the irrevocable undertakings provided by Sureserve Directors who are interested in Sureserve Shares, Bidco has therefore received irrevocable undertakings and a letter of intent in respect of 65,670,662 Sureserve Shares, representing, in aggregate, approximately 39.5 per cent of the Voting Shares in issue on the Last Practicable Date.

Further details of the above irrevocable undertakings and the letter of intent, together with the irrevocable undertakings received from the Sureserve Directors who are interested in Sureserve Shares, are set out in Appendix III to this announcement.

Dividends

If any dividend or other distribution or return of value is announced, declared, made, paid or becomes payable by Sureserve in respect of the Sureserve Shares on or after the date of this announcement and prior to the Effective Date, Bidco will have the right to reduce the Acquisition Price payable for each Sureserve Share pursuant to the Acquisition by up to the amount per Sureserve Share of such dividend, distribution or return of value, in which case any references in this announcement to the Acquisition Price payable pursuant to the Acquisition will be deemed to be references to the Acquisition Price so reduced. In such circumstances, Sureserve Shareholders would be entitled to receive and retain any such dividend, distribution or return of value.

Information on Bidco and Cap10

Bidco is a newly formed company indirectly owned by funds advised or managed by affiliates of Cap10 and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

Cap10, a specialist Pan-European mid-market private equity firm focused on transactions with an enterprise value of €100 to 500 million, was created by financial entrepreneurs to meaningfully support talented operational entrepreneurs to impact 'societally purposeful' businesses with defensible competitive advantages across the Business Services, Healthcare and Public Infrastructure sectors. The founding members of Cap10 have a combined forty years of private equity experience with a mix of large-cap private equity firms and entrepreneurial mid-market specialist funds.

Information on Sureserve

Sureserve is a leading social housing energy services provider in the UK, predominantly delivering installation, service, maintenance and repair works for heating systems and energy efficiency measures in social housing, on behalf of local authorities and housing associations.

Sureserve delivers its services through nine businesses - Aaron Services, K&T Heating Services, Sure Maintenance, Everwarm, CorEnergy, Providor, H2O Nationwide, Sureserve Fire & Electrical and Precision Lifts. Sureserve's compliance businesses benefit from long standing customer relationships and its three gas compliance businesses operate under long-term contracts with a number of the UK's largest social housing providers. Through these partnerships, Sureserve maintains existing heating infrastructure whilst also helping social housing providers improve the energy efficiency of their social housing stock and deliver on their energy transition goals. Sureserve's energy services businesses are playing a significant role in the national energy transition and Providor is also a key participant in supporting the Government's smart metering roll-out.

Sureserve was founded in 1988 and is headquartered in Dartford, currently employing more than 2,700 employees across 31 offices in the UK. The Sureserve Shares were admitted to trading on AIM in May 2017. Prior to that, Sureserve listed on the Main Market of the London Stock Exchange in March 2015.

Timetable and Conditions

It is intended that the Acquisition will be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act, further details of which are contained in the full text of this announcement. Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer, subject to the consent of the Panel.

The Acquisition will be put to Sureserve Shareholders at the Court Meeting and at the General Meeting. The Court Meeting and the General Meeting are required to enable Sureserve Shareholders to consider and, if thought fit, vote (or procure the vote) in favour of the Scheme and the Resolution(s) to implement the Scheme. In order to become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing at least 75 per cent in value of the Scheme Shares voted. In addition, the approval of the Resolution(s) required to approve and implement the Scheme, to be set out in the notice of the General Meeting by the requisite majority of Sureserve Shareholders, being at least 75 per cent of the votes validly cast on the Resolution(s), at the General Meeting (expected to be held directly after the Court Meeting) is also required for the implementation of the Scheme, together with the sanction of the Scheme by the Court. Finally, a copy of the Court Order must be delivered to the Registrar of Companies for registration, upon which the Scheme will become Effective.

The Acquisition will be made in accordance with the Takeover Code and on the terms and subject to the Conditions which are set out in Appendix I to this announcement and on the further terms and conditions that will be set out in the Scheme Document, including approval of the Sureserve Shareholders at the Meetings, and the sanction of the Scheme by the Court.

The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting and the Forms of Proxy, shall be published as soon as practicable and, in any event, within 28 days of the date of this announcement, unless Bidco and Sureserve otherwise agree, and the Panel consents, to a later date.

It is expected that the Scheme Document will be published as soon as practicable and, in any event, on or before 19 May 2023.

The Court Meeting and the General Meeting are expected to be held in June 2023 and, subject to the prior satisfaction or, where permitted, waiver of the Conditions set out in ‎Appendix I to this announcement, the Scheme is expected to become Effective during late June/early July 2023.

An expected timetable of principal events will be included in the Scheme Document.

Commenting on the Acquisition, Fabrice Nottin and Serge Touati, co-managing partners of Cap10, said:

"Cap10 is looking forward to working with Sureserve's management team to support them in delivering their strategic vision. Sureserve is well-positioned to bring a full suite of products and services to its customer base to support them in all aspects of their energy transition journey. We are fully supportive of Sureserve's intention to become the strategic partner to social housing landlords, local authorities and other public sector bodies to help them achieve their goals to (i) reduce fuel poverty across, and the carbon footprints of, their estates, and (ii) enhance the quality of living of their tenants."

Commenting on the Acquisition, Nick Winks, Chair of Sureserve, said:

"Following the successful strategic repositioning of the Company, Sureserve has developed into a leading UK social housing energy services group.

The Sureserve Board has great confidence in Sureserve's ongoing strategy which it expects to deliver long-term sustainable operational and financial performance through both organic growth and strategic acquisitions. The Sureserve Board does, nevertheless, recognise the time value of money and that no strategy, however well thought through and executed, is immune to a certain degree of risk and uncertainty.

Under Bidco's private ownership, without the costs and regulation of a listed company, Sureserve should be able to pursue its strategy more productively and thereby sooner achieve leadership in helping our customers transition from traditional heating fuels to renewable alternatives.

The Sureserve Directors believe that Bidco's offer presents an opportunity for Sureserve Shareholders to realise an immediate and certain compelling value in cash at a meaningful premium and are therefore themselves going to vote the Sureserve Shares in which they are interested in favour of the Acquisition. Consequently, the Sureserve Board unanimously intends to recommend that Sureserve Shareholders also vote in favour of this Acquisition."

This summary should be read in conjunction with the full text of this announcement and its appendices. The Acquisition shall be subject to the Conditions and further terms that are set out in Appendix I to this announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II to this announcement contains the sources of information and bases of calculations set out in this announcement. Appendix III to this announcement contains further details of the irrevocable undertakings and the letter of intent. Appendix IV to this announcement contains definitions of certain terms used in this summary and in this announcement. The appendices form part of this announcement.

The person responsible for making this announcement on behalf of Sureserve is John Charlton, Company Secretary.

IMPORTANT NOTICES

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Cap10 and Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than Cap10 and Bidco for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with the Acquisition or any matter or arrangement referred to herein. Neither Rothschild & Co nor any of its 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 Rothschild & Co in connection with the Acquisition, any statement contained herein or otherwise.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Sureserve and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Sureserve for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches 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 Evercore in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000 and successor legislation, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Sureserve or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together or individually, "Shore Capital"), which are authorised and regulated by the Financial Conduct Authority in the United Kingdom, are acting as nominated adviser and corporate broker to Sureserve and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Sureserve for providing the protections afforded to clients of Shore Capital nor for providing advice in connection with the matters referred to in this announcement. Neither Shore Capital nor any of its 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 Shore Capital in connection with the matters referred to in this announcement.

Proskauer Rose (UK) LLP is legal adviser to Cap10 and Bidco and Eversheds Sutherland (International) LLP is legal adviser to Sureserve.

Rothschild & Co, Evercore and Shore Capital have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

This announcement is for information purposes only and is not intended to, and does not constitute, or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Sureserve in any jurisdiction in contravention of applicable law. The Acquisition will be made and implemented solely through the Scheme Document and the accompanying Forms of Proxy (or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, the Offer Document and Forms of Acceptance), which will together contain the full terms and conditions of the Acquisition, including details of how to vote, or procure the vote, in respect of the Acquisition. Any vote or 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, in the event that the Acquisition is to be implemented by way of a Takeover Offer, the Offer Document). Sureserve and Bidco encourage Sureserve Shareholders to read the Scheme Document carefully when it becomes available because it will contain important information relating to the Acquisition.

This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

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 publication 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 Sureserve Shareholders

The availability of the Acquisition to Overseas Shareholders and the release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves of, and observe, any such restrictions. Any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom to vote their Sureserve Shares at the Meetings or to execute and deliver Forms of Proxy appointing another to vote their Sureserve Shares at the Meetings on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

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.

This announcement has been prepared for the purposes of complying with the law of England and Wales, the Takeover Code, the Market Abuse Regulation and the AIM Rules 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 of England and Wales. The Acquisition will be subject to the law of England and Wales and the jurisdiction of the Court and the applicable requirements of the Takeover Code, the Panel, the FCA, the London Stock Exchange (including pursuant to the AIM Rules) and the Registrar of Companies. In accordance with normal UK practice, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Sureserve Shares, other than pursuant to the Acquisition, until the date on which the Scheme (or Takeover Offer, if applicable) becomes Effective, lapses or is otherwise withdrawn. These purchases may occur 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 UK and will be reported to a regulatory information service.

Notice to US Sureserve Shareholders

The Acquisition relates to the shares of an English company with a quotation on AIM and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom for a public acquisition by scheme of arrangement, which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. If, in the future, Bidco exercises its right, with the consent of the Panel (if necessary) to implement the Acquisition by way of a Takeover Offer, and determines to extend such Takeover Offer into the United States, such Takeover Offer will be made in compliance with applicable US laws and regulations, including Section 14(e) and Regulation 14E under the Exchange Act and any applicable exemptions provided thereunder.

The receipt of cash pursuant to the Acquisition by a US holder of Sureserve Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme 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 Sureserve Shareholder is therefore urged to consult with independent legal, tax and financial advisers in connection with making a decision regarding the Acquisition.

It may be difficult for US Sureserve Shareholders to enforce their rights and/or any claim arising out of the US federal laws, since Bidco and Sureserve are organised and located in a non-US jurisdiction and some or all of their officers and directors may be residents of a non-US jurisdiction. US Sureserve Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the jurisdiction and judgment of a US court. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Acquisition or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Sureserve Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Scheme and/or Takeover Offer becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the Exchange Act, each of Rothschild & Co, Evercore and Shore Capital may continue to act as an exempt principal trader in Sureserve Shares on the London Stock Exchange. 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 Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward-Looking Statements

This announcement (including information incorporated by reference into this announcement), statements made regarding the Acquisition, and other information to be published by Bidco, Cap10 and/or Sureserve, contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and not based on historical facts, but rather on current expectations and projections of the management of Bidco, Cap10 and/or Sureserve about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements with respect to the financial condition, results of operations and business of Sureserve and certain plans and objectives of Bidco and Cap10 with respect thereto and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the fact that they do not relate only to historical or current facts and may use words such as "anticipate", "target", "expect", "estimate", "forecast", "intend", "plan", "budget", "scheduled", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by Sureserve and/or Bidco and/or Cap10 in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risk and uncertainty and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such, because they relate to events and depend on circumstances that will occur in the future. Although Bidco and/or Cap10 and/or Sureserve believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Neither Bidco nor Cap10 nor Sureserve assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements include, but are not limited to: the ability to complete the Acquisition; the ability to obtain any requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms; 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 dispositions; changes in general and economic business conditions; changes in the behaviour of other market participants; the anticipated benefits of the Acquisition not being realised as a result of changes in general economic and market conditions in the markets and jurisdictions in which Bidco, Cap10 and Sureserve 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, Cap10 and Sureserve 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 Cap10 nor Sureserve, 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. Given the risks and uncertainties, you are cautioned not to place any reliance on these forward-looking statements.

Other than in accordance with their legal or regulatory obligations, neither Bidco nor Cap10 nor Sureserve is under any obligation, and Bidco, Cap10 and Sureserve expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No Profit Forecasts or Estimates

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

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 3:30pm (London time) on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3:30pm (London time) on the tenth 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(s), 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 3:30pm (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.

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 Takeover 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.

Information Relating to Sureserve Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Sureserve Shareholders, persons with information rights and other relevant persons for the receipt of communications from Sureserve 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) of the Takeover Code.

Publication on Website(s) and Availability of Hard Copies

A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Sureserve's and Bidco's website (https://www.sureservegroup.co.uk/plc/investors/recommended-cash-acquisition-of-sureserve-group-plc and https://www.cap10partners.com/recommended-offer-for-sureserve-group-plc respectively) by no later than 12:00 noon (London time) on 24 April 2023.

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.

In accordance with Rule 30.3 of the Takeover Code, you may request a hard copy of this announcement (and any information incorporated by reference in this announcement), free of charge, by contacting Sureserve's Company Secretary, John Charlton, telephone no. +44 (0)20 3961 5229 or email john.charlton@sureservegroup.co.uk. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition be in hard copy form.

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.

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.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, Sureserve confirms that as at the date of this announcement it has 166,222,616 Sureserve Shares in issue under ISIN GB00BSKS1M86 with no Sureserve Shares held in treasury. The total number of Voting Shares is therefore 166,222,616.

General

Bidco reserves the right to elect, with the consent of the Panel (where necessary), to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Sureserve not already held by Bidco as an alternative to the Scheme. In such an event, a Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme.

If the Acquisition is effected by way of Takeover Offer, and such Takeover Offer becomes or is declared unconditional in all respects 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 Sureserve Shares in respect of which the Takeover Offer has not been accepted.

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

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 THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/ 2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

21 April 2023

RECOMMENDED CASH ACQUISITION

of

Sureserve Group plc ("Sureserve" or the "Company")

by

Cap10 4NetZero Bidco Limited

("Bidco")

(a newly incorporated company indirectly owned by
funds managed and/or advised by Cap10 Partners LLP ("Cap10"))

to be effected by way of scheme of arrangement

under Part 26 of the Companies Act 2006

1          Introduction

The Boards of Bidco and Sureserve are pleased to announce that they have reached agreement on the terms of a recommended all cash offer pursuant to which Bidco, a newly incorporated company established on behalf of Cap10, will acquire the entire issued and to be issued share capital of Sureserve. It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement of Sureserve under Part 26 of the Companies Act (the "Scheme").

2          The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out below and in Appendix I to this announcement, and to be set out in the Scheme Document, Sureserve Shareholders will be entitled to receive:

125 pence in cash for each Sureserve Share held

The Acquisition values the entire issued and to be issued share capital of Sureserve at approximately £214.1 million on a fully diluted basis.

The Acquisition Price of 125 pence for each Sureserve Share represents a premium of approximately:

·      38.9 per cent to the Closing Price of 90 pence per Sureserve Share on the Last Practicable Date;

·      44.8 per cent to the volume-weighted average price of 86.31 pence per Sureserve Share for the 60 day period to (and including) the Last Practicable Date; and

·      18.2 per cent to the all-time high Closing Price of 105.75 pence per Sureserve Share on 12 June 2015.

If any dividend or other distribution or return of value is announced, declared, made, paid or becomes payable by Sureserve in respect of the Sureserve Shares on or after the date of this announcement and prior to the Effective Date, Bidco will have the right to reduce the Acquisition Price payable for each Sureserve Share pursuant to the Acquisition by up to the amount per Sureserve Share of such dividend, distribution or return of value. If any such dividend, distribution or return of value is paid or made after the date of this announcement and Bidco exercises its rights described above, any reference in this announcement to the Acquisition Price payable under the Acquisition shall be deemed to be a reference to the Acquisition Price as so reduced. In such circumstances, Sureserve Shareholders would be entitled to receive and retain any such dividend, distribution or return of value. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Acquisition.

In the event that the Acquisition is to be implemented by way of a Takeover Offer, Sureserve Shares will be acquired pursuant to the Takeover Offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto including the right to receive and retain all dividends and distributions declared, made or paid by reference to a record date after the Effective Date.

It is expected that the Scheme Document will be published as soon as practicable and, in any event, on or before 19 May 2023.

The Court Meeting and the General Meeting are expected to be held in June 2023 and, subject to the prior satisfaction of, where permitted, waiver of the Conditions set out in Appendix I to this announcement, the Scheme is expected to become effective during late June/early July 2023.

An expected timetable of principal events will be included in the Scheme Document.

3          Background to and reasons for the Acquisition

Sureserve is a leading energy services provider primarily to social housing in the United Kingdom. It specialises in the provision of inspection, compliance, installation and maintenance services in the areas of heating, insulation and renewable energy.

Cap10 believes that Sureserve is a high quality business with a demonstrable track record of delivering growth in a mission critical market. Core attractions include:

(i)         its central role in supporting social housing landlords, local authorities and public sector bodies in their goal to improve the energy efficiency of their estates. The Bidco Directors believe that Bidco can be a key partner in supporting Sureserve's customers during their entire energy transition journey, addressing major environmental and societal issues related to fuel poverty in particular. It is well-positioned to provide a comprehensive solution and strategy to achieve the government's EPC rating improvement targets;

(ii)   strong, defensive foundations, as a provider of essential non-discretionary services which are underpinned by increasingly demanding regulations; and

(iii)       its meaningful potential for transformational growth through the expansion of its services on a national basis and to a wider number of customers, and through taking a key role in driving the UK's energy transition.

Cap10 believes that, under private ownership, with the ability to focus on long-term strategic goals and the right access to capital, Sureserve will be able to accelerate its growth significantly both organically and through M&A. Cap10 intends to work with Sureserve's management team to support them and help the Company achieve its full potential.

4          Sureserve Board recommendation

Background to and reasons for the recommendation

Since Sureserve's initial public offering in 2015, Sureserve has refocused to become a leading social housing energy services group with more than 2,700 employees across 31 offices in the UK, focused on delivering comprehensive and high quality services to its customers and communities.

Following the sale of its non-core property and construction service subsidiaries in 2018, Sureserve's Board and management successfully repositioned the Group around its core specialisms of gas compliance and energy efficiency services, whilst addressing a range of complex legacy issues and implementing enhanced risk management controls and systems. This was a critical step in laying the foundations for the Group to deliver long-term sustainable operational and financial performance.

The Group's renewed strategic focus has resulted in meaningful new wins in both Gas and Energy Efficiency & Renewables services and FY 2022 delivered record results for the fourth year running, as highlighted in the preliminary results announced on 24 January 2023. Sureserve expects to generate strong and sustainable growth in the years to come, underpinned by a healthy order book and long-term contracts with blue-chip customers. The Sureserve Board is confident in Sureserve's future prospects and ability to continue to retain existing clients, attract new clients and drive long-term value for all key stakeholders.

The Board of Sureserve believes that the built environment in which communities and businesses exist is central to tackling the cost of living and energy crisis within the UK. Through energy efficiency improvements available to buildings, the long-term goal of warm, insulated homes heated with low carbon technologies, reduced energy bills and lower carbon emissions will lead to improvements to health and well-being for those communities. Those low carbon technologies, such as air and ground source heat pumps and solar PV, are experiencing ever greater attention from clients looking to deliver on net zero commitments, who in turn value the knowledge and expertise of a long-term renewables partner such as Sureserve.

In January 2022, the Board of Sureserve identified social housing energy services as the Group's core market, given its inherent attractive features: low cyclicality, non-discretionary spending profile and sectoral tailwinds. Sureserve is already one of the leading social housing energy services providers in the UK. The growth of the Group, both organically and through acquisitions, remains a key part of Sureserve's strategy, allowing the Group to keep pace with these fast growing and developing markets.

Sureserve's goal is to continue to build on its position as one of the leading energy services providers to the social housing sector in the UK with the stated ambition to double sales and significantly improve the Company's earnings and net margin by September 2026.

Since 2019, Sureserve has acquired two businesses that have reinforced its ability to grow organically, by improving its capabilities, service offering, customer base and geographical footprint. Most recently, Sureserve's investments have focused on positioning the Group at the forefront of the energy transition, as illustrated by the acquisition of CorEnergy, a renewables specialist, in December 2021. Sureserve is also currently in advanced discussions regarding a possible additional acquisition, although there is no certainty that the discussions will result in any agreement.

Sureserve has a pipeline of strategic acquisition opportunities in gas heating and the renewable energy sector which are central to achieving its strategic targets. The ability to execute and fund transactions in a timely and efficient manner has become increasingly important in a highly fragmented and competitive market. Under Cap10's ownership in a private environment, with access to greater and more flexible long-term capital sources, Sureserve should be able to deliver on its acquisition and growth strategy more quickly than as a quoted company and solidify its leading position for the benefit of customers, communities, employees and other stakeholders.

Reasons for the Recommendation

In assessing the terms of the Acquisition, the Sureserve Directors considered the all-cash nature of the consideration and unanimously believe that the Acquisition provides an opportunity for Sureserve Shareholders to realise an immediate and certain compelling value in cash, rather than supporting Sureserve's acquisitive growth strategy today and waiting to realise the future value of their investment.

The Acquisition Price, which the Sureserve Board believes will be attractive to Sureserve Shareholders, represents a premium of approximately:

·            38.9 per cent to the Closing Price of 90 pence per Sureserve Share on the Last Practicable Date;

·           44.8 per cent to the volume-weighted average price of 86.31 pence per Sureserve Share for the 60 day period to (and including) the Last Practicable Date; and

·           18.2 per cent to the all-time high Closing Price of 105.75 pence per Sureserve Share on 12 June 2015.

In addition, the Sureserve Board has taken into account the fact that Bidco has received irrevocable undertakings and a letter of intent from certain Sureserve Shareholders, together with irrevocable undertakings from the Sureserve Directors who are interested in Sureserve Shares, in respect of 65,670,662 Sureserve Shares, in aggregate, representing 39.5 per cent of the existing issued share capital of Sureserve on the Last Practicable Date.

The Sureserve Directors have considered the interests of Sureserve Shareholders as well as Sureserve's employees, customers and wider stakeholders in reaching their decision to recommend the Acquisition to Sureserve Shareholders.

Sureserve Board recommendation

The Sureserve Board, which has been so advised by Evercore as to the financial terms of the Acquisition, considers the terms of the Acquisition to be fair and reasonable. In providing its financial advice to the Sureserve Board, Evercore has taken into account the commercial assessments of the Sureserve Board. Evercore is providing independent financial advice to the Sureserve Board for the purposes of Rule 3 of the Takeover Code.

The Sureserve Board believes that the terms of the Acquisition are in the best interests of Sureserve Shareholders as a whole and intends unanimously to recommend that Sureserve Shareholders vote, or procure the vote, in favour of the Scheme at the Court Meeting and the Resolution(s) to be proposed at the General Meeting which is to be convened to approve the Acquisition (or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer), as the Sureserve Directors who are interested in Sureserve Shares have irrevocably undertaken to do in respect of their entire beneficial holdings of Sureserve Shares, being a total of 375,837 Sureserve Shares (representing, in aggregate, approximately 0.2 per cent of the Voting Shares in issue on the Last Practicable Date).

5          Financing

The cash consideration payable by Bidco to Sureserve Shareholders pursuant to the terms of the Acquisition will be financed by a combination of equity financing and new debt.

·      The equity financing is to be provided by an equity commitment letter entered into by funds managed and/or advised by Cap10. 

·      The debt financing is to be provided pursuant to a new interim debt facility entered into by funds managed and/or advised by Pemberton as lender.

In accordance with Rule 2.7(d) of the Code, Rothschild & Co, as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable to Sureserve Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

6          Information on Bidco and Cap10

Bidco is a newly formed company indirectly owned by funds advised or managed by affiliates of Cap10 and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

Cap10, a specialist Pan-European mid-market private equity firm focused on transactions with an enterprise value of €100 to 500 million, was created by financial entrepreneurs to meaningfully support talented operational entrepreneurs to impact 'societally purposeful' businesses with defensible competitive advantages across the Business Services, Healthcare and Public Infrastructure sectors. The founding members of Cap10 have a combined forty years of private equity experience with a mix of large-cap private equity firms and entrepreneurial mid-market specialist funds.

7          Information on Sureserve

Sureserve is a leading social housing energy services provider in the UK, predominantly delivering installation, service, maintenance and repair works for heating systems and energy efficiency measures in social housing, on behalf of local authorities and housing associations.

Sureserve delivers its services through nine businesses - Aaron Services, K&T Heating Services, Sure Maintenance, Everwarm, CorEnergy, Providor, H2O Nationwide, Sureserve Fire & Electrical and Precision Lifts. Sureserve's compliance businesses benefit from long standing customer relationships and its three gas compliance businesses operate under long-term contracts with a number of the UK's largest social housing providers. Through these partnerships, Sureserve maintains existing heating infrastructure whilst also helping social housing providers improve the energy efficiency of their social housing stock and deliver on their energy transition goals. Sureserve's energy services businesses are playing an important role in the national energy transition and Providor is also a key participant in supporting the Government's smart metering roll-out.

Sureserve was founded in 1988 and is headquartered in Dartford, currently employing more than 2,700 employees across 31 offices in the UK. The Sureserve Shares were admitted to trading on AIM in May 2017. Prior to that, Sureserve listed on the Main Market of the London Stock Exchange in March 2015.

8          Management, employees, research and development, locations of business and pension schemes

Strategic plans for Sureserve

Bidco has a high regard for Sureserve's business, management and employees and intends to support them in accelerating the delivery of the Group's current strategy by leveraging the capabilities, know-how, scale and capital resources of Cap10. Bidco recognises that the skills and experience of the current management and employees of Sureserve will be key to delivering this vision and ensuring the long-term success of Sureserve.

Bidco also intends to assist management in identifying, assessing and financing further strategic acquisitions, in line with Sureserve's ongoing strategy of accelerating organic growth to enhance Sureserve's capabilities for the benefit of customers, communities, employees and other stakeholders.

Due to the inherent constraints of a public offer process, Bidco has not yet however had access to sufficiently detailed operational information to formulate a definitive strategy for Sureserve. Therefore, following completion of the Acquisition, Bidco intends to consult and work with Sureserve's management to undertake a detailed strategic, commercial, operational, financial and ESG evaluation of Sureserve (the "Strategic Evaluation"). Bidco expects that the Strategic Evaluation will be completed within approximately three to six months after the Effective Date. The Strategic Evaluation will include:

·     a review of the short and long-term objectives, strategy, capital requirements, performance and potential of each of Sureserve's businesses, including the potential identification of any businesses that may be considered to be non-core going forward;

·    engaging with key stakeholders in both the compliance and energy services businesses to define long-term strategic goals and the resources necessary to achieve those goals;

·   an analysis of progress on Sureserve's key services and programmes and the opportunity to enhance collaboration across the various subsidiaries; and

·    a review of the two entities currently being held for sale by Sureserve, being Sureserve Fire & Electrical and Precision Lifts. Whilst no decision has been made, it is currently anticipated that the Strategic Evaluation will reaffirm the Group's intention to divest Sureserve Fire & Electrical and Precision Lifts.

Management and employees

Bidco recognises that Sureserve's management and employees will be key to its future success.

Bidco confirms that, following the Effective Date, its intention is that the existing contractual and statutory employment rights, including in relation to Sureserve's pension schemes, of all management and employees of Sureserve and the Sureserve Group will be fully safeguarded in accordance with applicable law. In particular, Bidco does not intend to make any material change in the conditions of employment, or in the balance of skills and functions, of the employees and management of Sureserve and the Sureserve Group other than in respect of functions which will no longer be required following Sureserve ceasing to be a public company.

Each of the non-executive members of the Sureserve Board have agreed to resign as a director of Sureserve with effect from completion of the Acquisition.

As set out above, Bidco expects to continue enhancing Sureserve's organic growth with strategic acquisitions. Any decisions made by Cap10 on the Acquisition will be unaffected by the potential integration of such future acquisitions by Sureserve.

Whilst no decisions have yet been made by Bidco in relation to specific actions that may be taken following the Strategic Evaluation, it is possible that the conclusions of the Strategic Evaluation, the Company ceasing to be a public company and the integration of any future acquisitions with other Sureserve businesses (including duplications of costs and roles and/or opportunities for streamlining Sureserve's operations identified as a result of the integration of any such future acquisitions with other Sureserve businesses) may result in reductions to headcount which are not material in the context of the Sureserve Group as a whole.

Management incentivisation arrangements

Bidco has not entered into, and has not discussed any form of, incentivisation arrangements with members of Sureserve's management. Bidco intends to put in place appropriate arrangements for Sureserve's management following completion of the Acquisition to ensure the retention of management and the continued good governance of the business.

Research and development

Bidco does not intend to materially alter Sureserve's level of expenditure on research and development.

Locations of business and fixed assets

Following the Effective Date, Bidco's intention is that Sureserve will continue to operate as a standalone business group. Bidco does not intend to undertake any material restructurings or to implement any change in the locations of Sureserve's places of business, or redeploy the fixed assets of Sureserve, save for ordinary course relocations consistent with past practice and according to business demand, including the possible integration of future acquired businesses. Bidco does not intend to change the location or functions of Sureserve's headquarters.

Trading facilities

Sureserve Shares are currently traded on AIM. Prior to the Scheme becoming Effective, Sureserve will apply to the London Stock Exchange for the cancellation of admission to trading of the Sureserve Shares on AIM to take effect shortly after the Effective Date and thereafter there will be no trading facilities in relation to Sureserve shares. Following the Effective Date and after the admission to trading of the Sureserve Shares on AIM has been cancelled, Bidco intends that Sureserve will be re-registered as a private company under the relevant provision of the Companies Act. 

Pension schemes

Sureserve does not operate or contribute to any defined benefit pension schemes in respect of its employees. It does, however, contribute to certain defined contribution pension plans. Cap10 does not intend to make any changes to the contribution rates, the accrual of benefits for existing members or the rules applicable to the admission of new members that currently apply under Cap10's defined contribution pension plans. Cap10 intends to comply with all applicable law in connection with the provision of retirement benefits.

Post-offer undertakings

No statements in this paragraph 8 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

Views of the Sureserve Board

In considering whether to recommend the Acquisition to Sureserve Shareholders, the Sureserve Directors have given due consideration to Bidco's strategic plans for Sureserve and to the assurances that Bidco has given regarding Sureserve's management and employees and the locations of Sureserve's businesses.

The Sureserve Directors welcome Bidco's statement that, following completion of the Acquisition, Bidco has no intention to make any material changes to the conditions of employment of the employees or management of Sureserve and that the existing employment rights, including pension rights, of existing management and employees of Sureserve will be fully safeguarded in line with applicable law. The Sureserve Directors also welcome Bidco's stated intentions not to make material changes to the balance of skills and functions of the employees and management of Sureserve. The Sureserve Directors consider it important that Sureserve employees who remain with the Company have certainty as to the continuing terms of their employment.

In addition, the Sureserve Directors are pleased that Bidco intends to continue to support management's strategy to develop the business through organic initiatives and strategic acquisitions and does not intend to materially alter Sureserve's expenditure on research and development.

The Board of Sureserve notes Bidco's intention to undertake the Strategic Evaluation following completion of the Acquisition. The Sureserve Directors further note that it is possible that the conclusions of the Strategic Evaluation, the Company ceasing to be a public company and the integration of any future acquisitions with other Sureserve businesses may result in reductions to headcount which are not material in the context of the Sureserve Group as a whole.

The Sureserve Directors note that Bidco does not intend to undertake any material restructurings and welcomes the fact that Bidco does not have any current plans to change the locations of Sureserve's places of business and intends to maintain Sureserve's existing corporate headquarters and associated functions in Dartford.

Having taken into account all relevant factors, the Sureserve Directors believe that the terms of the Acquisition are compelling, acknowledge the quality and strong prospects of Sureserve's business and deliver attractive value to Sureserve Shareholders in cash allowing them to crystallise the value of their holdings. As such, the Sureserve Directors intend unanimously to recommend the Acquisition to Sureserve Shareholders.  

9          Irrevocable undertakings and letter of intent

In addition to the irrevocable undertakings referred to in paragraph 4 above, Bidco has received irrevocable undertakings from certain other Sureserve Shareholders as detailed below to vote in favour (or procure the vote in favour) of the Scheme at the Court Meeting and the Resolution(s) to be proposed at the General Meeting (or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) in respect of 38,976,500 Sureserve Shares (representing, in aggregate, approximately 23.4 per cent of the Voting Shares in issue on the Last Practicable Date:

·    Harwood Capital in respect of 30,000,000 Sureserve Shares beneficially owned by funds managed and/or advised by it; and

·      Miren Rawlings in respect of 8,976,500 Sureserve Shares she beneficially owns.

Bidco has therefore received irrevocable undertakings in respect of 39,352,337 Sureserve Shares (representing, in aggregate, approximately 23.7 per cent of the Voting Shares in issue on the Last Practicable Date).

In addition, Bidco has received a letter of intent from Slater Investments (on behalf of funds which it manages and/or advises) confirming its intention to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the Resolution(s) to be proposed at the General Meeting (or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) in respect of 26,318,325 Sureserve Shares (representing approximately 15.8 per cent of the Voting Shares in issue on the Last Practicable Date).

Bidco has therefore received irrevocable undertakings and a letter of intent in respect of 65,670,662 Sureserve Shares (representing, in aggregate, approximately 39.5 per cent of the Voting Shares in issue on the Last Practicable Date).

Further details of the above irrevocable undertakings and the letter of intent, together with the irrevocable undertakings received from the Sureserve Directors, are set out in Appendix III to this announcement.

10         Sureserve Share Schemes and other company arrangements

Participants in the Sureserve Share Schemes will be contacted regarding the effect of the Acquisition on their rights under the Sureserve Share Schemes and appropriate proposals will be made to such participants in due course. Details of the terms of such proposals will be included in the Scheme Document and separate proposal documentation to be sent to such participants.

11         Offer-related arrangements

Confidentiality Agreement

Cap10 and Sureserve have entered into a confidentiality agreement dated 8 February 2023 (as amended pursuant to the Confidentiality Agreement Side Letter referred to below and further on 30 March 2023) (the "Confidentiality Agreement") pursuant to which Cap10 has undertaken, amongst other things, to: (a) keep confidential information relating to the Acquisition and to Sureserve and not to disclose it to third parties (other than certain permitted parties) unless required by, amongst other things, law or regulation; and (b) use the confidential information for the sole purpose of considering, evaluating, negotiating, implementing or advising on the potential Acquisition. These confidentiality obligations remain in force for a period of 2 years after the date of the Confidentiality Agreement (subject to certain exceptions).

The Confidentiality Agreement also contains provisions pursuant to which Cap10 has agreed to procure that, subject to customary exceptions (including the Scheme), Cap10 will not, directly or indirectly, deal in Sureserve Shares without the prior written consent of Sureserve. These standstill provisions remain in force until the date which is 12 months from the date of the Confidentiality Agreement.

The Confidentiality Agreement also contains certain non-solicitation undertakings from Cap10 in relation to certain employees and significant customers of Sureserve in certain circumstances.

Confidentiality Agreement Side Letter

Cap10 and Sureserve have entered into a side letter to the Confidentiality Agreement dated 13 March 2023 (the "Side Letter") pursuant to which Sureserve agreed to provide certain confidential information relating to claims and potential claims by and against Sureserve and its subsidiaries subject to the Confidentiality Agreement to Cap10 on the basis that such information was protected against disclosure by common interest privilege.

Sureserve Share Schemes Side Letter

Bidco and Sureserve have entered into a side letter dated 21 April 2023 pursuant to which Sureserve has confirmed to Bidco the manner in which the Remuneration Committee of the Board of Sureserve has exercised its discretion as to how the subsisting options and/or awards pursuant to the Sureserve Performance Share Plan and the Sureserve Company Share Option Plan will be treated in connection with the Acquisition if the Scheme is sanctioned by the Court (the "Sureserve Share Schemes Side Letter").

12         Structure of the Acquisition and Conditions

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement of Sureserve under Part 26 of the Companies Act, although Bidco reserves the right to elect to implement the Acquisition by means of a Takeover Offer (subject to Panel consent).

The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be issued share capital of Sureserve. Following the Scheme becoming Effective, the Scheme Shares will be transferred to Bidco, in consideration for which Scheme Shareholders whose names appear on the register of members of Sureserve at the Scheme Record Time will receive 125 pence per Scheme Share in cash on the basis set out in paragraph 2 of this announcement. The process involves, amongst other things, an application by Sureserve to the Court to sanction the Scheme.

The Acquisition will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document. The Acquisition is conditional upon the Scheme becoming Effective, subject to the Takeover Code, on or before the Long Stop Date or such later date (if any) as Bidco and Sureserve may agree and the Panel and, if required, the Court may allow. In summary, the Scheme will be conditional, amongst other things, upon:

·    the approval of the Scheme by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (or any adjournment thereof), representing not less than 75 per cent in value of the Scheme Shares held by such Scheme Shareholders and such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date (if any) as Bidco and Sureserve may agree);

·     the Resolution(s) required to approve and implement the Scheme, to be set out in the notice of the General Meeting, being duly passed by the requisite majorities of Sureserve Shareholders at the General Meeting (or at any adjournment thereof) and such General Meeting being held on or before 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date (if any) as Bidco and Sureserve may agree);

·    the sanction of the Scheme by the Court (without modification or with modification on terms acceptable to Bidco and Sureserve) and the delivery of a copy of the Court Order to the Registrar of Companies and the Court Hearing being held on or before 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document (or such later date (if any) as Bidco and Sureserve may agree); and

·   the other Conditions not otherwise identified above either being satisfied or, with the exception of certain Conditions which are not capable of waiver, waived.

The deadlines for the timing of the Court Meeting, the General Meeting and the Court Hearing to approve the Scheme as set out above may be waived by Bidco and the Long Stop Date may be extended by agreement between Sureserve and Bidco.

Once the necessary approvals from Sureserve Shareholders and the Court have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme shall then become Effective upon delivery of a copy of the Court Order to the Registrar of Companies.

If the Scheme has not become Effective by the Long Stop Date (or such later date (if any) as Sureserve and Bidco may, with the consent of the Panel, agree and (if required) the Court may allow), the Scheme will not be implemented and the Acquisition will not proceed.

Upon the Scheme becoming Effective, it will be binding on all Sureserve Shareholders, irrespective of whether or not they attended or voted at the Court Meeting and/or the General Meeting (and, if they attended and voted, whether or not they voted in favour). Share certificates in respect of Sureserve Shares will cease to be valid and entitlements to Sureserve Shares held within the CREST system will be cancelled. The cash consideration will be despatched by Bidco to Scheme Shareholders no later than 14 days after the Effective Date.

Any Sureserve Shares issued at or before the Scheme Record Time will be subject to the terms of the Scheme. The Resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the articles of association of Sureserve be amended to incorporate provisions requiring any Sureserve Shares issued after the Scheme Record Time (other than to Bidco and/or its nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). These provisions of the Articles (as amended) will avoid any person (other than Bidco and/or its nominees) holding Sureserve Shares after the Effective Date.

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable for the implementation of the Scheme and will specify the action to be taken by Scheme Shareholders. The Scheme Document, together with the accompanying Forms of Proxy, will be posted to Sureserve Shareholders within 28 days of this announcement (unless the Panel agrees otherwise) and will be made available to the participants of the Sureserve Share Schemes, for information only. The Acquisition will lapse if the Scheme does not become Effective by the Long Stop Date (or such later date (if any) as Bidco and Sureserve may agree and the Panel and, if required, the Court may allow).

Subject to, amongst other things, the satisfaction (or, where applicable, waiver) of the Conditions, it is expected that the Acquisition will become Effective during late June/early July 2023.

The Scheme will be governed by English law and will be subject to the applicable requirements of the Takeover Code, the Panel, the FCA, the London Stock Exchange (including pursuant to the AIM Rules) and the Registrar of Companies.

13         Cancellation of admission to trading of the Sureserve Shares on AIM and re-registration

Prior to the Scheme becoming Effective, it is intended that Sureserve will apply to the London Stock Exchange for, subject to the Scheme becoming Effective, the cancellation of trading in the Sureserve Shares on AIM to take effect shortly after the Effective Date. The last day of dealings in, and registration of transfers of, the Sureserve Shares is expected to be the Business Day immediately prior to the Scheme becoming Effective and no transfers will be registered after 6:00pm (London time) on that date.

Upon the Scheme becoming Effective, Bidco will acquire the Sureserve Shares fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto including the right to receive and retain all dividends and distributions declared, made or paid by reference to a record date after the Effective Date.

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

It is also proposed that, following the Effective Date and after the admission to trading of the Sureserve Shares on AIM has been cancelled, Sureserve will be re-registered as a private company under the relevant provisions of the Companies Act.

14         Disclosure of interests in Sureserve

As at the Last Practicable Date, save for the irrevocable undertakings and the letter of intent referred to in paragraph 9 above, neither Cap10 nor Bidco, nor any of their respective directors, nor, so far as Bidco is aware, any person acting, or deemed to be acting, in concert with Bidco (within the meaning of the Takeover Code):

·      had an interest in, or right to subscribe for, relevant securities of Sureserve;

·     had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Sureserve;

·     had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of Sureserve; or

·   had borrowed or lent any Sureserve Shares (including for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) save for any borrowed shares which have been either on-lent or resold.

Furthermore, save for the irrevocable undertakings described in paragraph 9 above, no arrangement exists between Bidco or Sureserve or a person acting in concert with Bidco or Sureserve in relation to Sureserve Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Sureserve Shares which may be an inducement to deal or refrain from dealing in such securities.

It has not been practicable for Bidco to make enquiries of all of its concert parties in advance of the release of this announcement. Therefore, if Bidco becomes aware, following the making of such enquiries, that any of its concert parties have any additional interests in relevant securities of Sureserve, all relevant details in respect of Bidco's concert parties will be included in Bidco's opening position disclosure in accordance with Rule 8 of the Takeover Code, which shall be made on or before 12 noon (London time) on the 10^th Business Day following the date of this announcement.

An "interest in" securities for these purposes arises, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to securities.

15         Documents published on websites

Copies of the following documents will be made available on Sureserve's and Bidco's websites at https://www.sureservegroup.co.uk/plc/investors/recommended-cash-acquisition-of-sureserve-group-plc and https://www.cap10partners.com/recommended-offer-for-sureserve-group-plc, respectively, by no later than 12:00 noon (London time) on 24 April 2023 until the end of the Offer Period:

·      this announcement;

·      the irrevocable undertakings and the letter of intent referred to in paragraph 9 above;

·      the Confidentiality Agreement and the side letters thereto referred to in paragraph 11 above;

·      the Sureserve Share Schemes Side Letter as referred to in paragraph 11 above;

·      the equity commitment letter from funds managed and/or advised by Cap10 dated 21 April 2023;

·    the interim finance agreement entered into by funds managed and/or advised by Pemberton dated 21 April 2023; and

·      consent letters from Evercore, Rothschild & Co and Shore Capital.

Neither the contents of Sureserve's and Bidco's websites, nor the content of any other website accessible from hyperlinks on either such websites, is incorporated into or forms part of, this announcement.

IMPORTANT NOTICES

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Cap10 and Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than Cap10 and Bidco for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with the Acquisition or any matter or arrangement referred to herein. Neither Rothschild & Co nor any of its 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 Rothschild & Co in connection with the Acquisition, any statement contained herein or otherwise.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Sureserve and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Sureserve for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches 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 Evercore in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000 and successor legislation, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Sureserve or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together or individually, "Shore Capital"), which are authorised and regulated by the Financial Conduct Authority in the United Kingdom, are acting as nominated adviser and corporate broker to Sureserve and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Sureserve for providing the protections afforded to clients of Shore Capital nor for providing advice in connection with the matters referred to in this announcement. Neither Shore Capital nor any of its 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 Shore Capital in connection with the matters referred to in this announcement.

Proskauer Rose (UK) LLP is legal adviser to Cap10 and Bidco and Eversheds Sutherland (International) LLP is legal adviser to Sureserve.

Rothschild & Co, Evercore and Shore Capital have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

This announcement is for information purposes only and is not intended to, and does not constitute, or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Sureserve in any jurisdiction in contravention of applicable law. The Acquisition will be made and implemented solely through the Scheme Document and the accompanying Forms of Proxy (or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, the Offer Document and Forms of Acceptance), which will together contain the full terms and conditions of the Acquisition, including details of how to vote, or procure the vote, in respect of the Acquisition. Any vote or 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, in the event that the Acquisition is to be implemented by way of a Takeover Offer, the Offer Document). Sureserve and Bidco encourage Sureserve Shareholders to read the Scheme Document carefully when it becomes available because it will contain important information relating to the Acquisition.

This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

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 publication 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 Sureserve Shareholders

The availability of the Acquisition to Overseas Shareholders and the release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves of, and observe, any such restrictions. Any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom to vote their Sureserve Shares at the Meetings or to execute and deliver Forms of Proxy appointing another to vote their Sureserve Shares at the Meetings on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

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.

This announcement has been prepared for the purposes of complying with the law of England and Wales, the Takeover Code, the Market Abuse Regulation and the AIM Rules 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 of England and Wales. The Acquisition will be subject to the law of England and Wales and the jurisdiction of the Court and the applicable requirements of the Takeover Code, the Panel, the FCA, the London Stock Exchange (including pursuant to the AIM Rules) and the Registrar of Companies. In accordance with normal UK practice, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Sureserve Shares, other than pursuant to the Acquisition, until the date on which the Scheme (or Takeover Offer, if applicable) becomes Effective, lapses or is otherwise withdrawn. These purchases may occur 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 UK and will be reported to a regulatory information service.

Notice to US Sureserve Shareholders

The Acquisition relates to the shares of an English company with a quotation on AIM and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom for a public acquisition by scheme of arrangement, which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. If, in the future, Bidco exercises its right, with the consent of the Panel (if necessary) to implement the Acquisition by way of a Takeover Offer, and determines to extend such Takeover Offer into the United States, such Takeover Offer will be made in compliance with applicable US laws and regulations, including Section 14(e) and Regulation 14E under the Exchange Act and any applicable exemptions provided thereunder.

The receipt of cash pursuant to the Acquisition by a US holder of Sureserve Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme 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 Sureserve Shareholder is therefore urged to consult with independent legal, tax and financial advisers in connection with making a decision regarding the Acquisition.

It may be difficult for US Sureserve Shareholders to enforce their rights and/or any claim arising out of the US federal laws, since Bidco and Sureserve are organised and located in a non-US jurisdiction and some or all of their officers and directors may be residents of a non-US jurisdiction. US Sureserve Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the jurisdiction and judgment of a US court. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Acquisition or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Sureserve Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Scheme and/or Takeover Offer becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the Exchange Act, each of Rothschild & Co, Evercore and Shore Capital may continue to act as an exempt principal trader in Sureserve Shares on the London Stock Exchange. 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 Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward-Looking Statements

This announcement (including information incorporated by reference into this announcement), statements made regarding the Acquisition, and other information to be published by Bidco, Cap10 and/or Sureserve, contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and not based on historical facts, but rather on current expectations and projections of the management of Bidco, Cap10 and/or Sureserve about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements with respect to the financial condition, results of operations and business of Sureserve and certain plans and objectives of Bidco and Cap10 with respect thereto and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the fact that they do not relate only to historical or current facts and may use words such as "anticipate", "target", "expect", "estimate", "forecast", "intend", "plan", "budget", "scheduled", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by Sureserve and/or Bidco and/or Cap10 in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risk and uncertainty and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such, because they relate to events and depend on circumstances that will occur in the future. Although Bidco and/or Cap10 and/or Sureserve believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Neither Bidco nor Cap10 nor Sureserve assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements include, but are not limited to: the ability to complete the Acquisition; the ability to obtain any requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms; 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 dispositions; changes in general and economic business conditions; changes in the behaviour of other market participants; the anticipated benefits of the Acquisition not being realised as a result of changes in general economic and market conditions in the markets and jurisdictions in which Bidco, Cap10 and Sureserve 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, Cap10 and Sureserve 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 Cap10 nor Sureserve, 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. Given the risks and uncertainties, you are cautioned not to place any reliance on these forward-looking statements.

Other than in accordance with their legal or regulatory obligations, neither Bidco nor Cap10 nor Sureserve is under any obligation, and Bidco, Cap10 and Sureserve expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No Profit Forecasts or Estimates

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

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 3:30pm (London time) on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3:30pm (London time) on the tenth 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(s), 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 3:30pm (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.

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 Takeover 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.

Information Relating to Sureserve Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Sureserve Shareholders, persons with information rights and other relevant persons for the receipt of communications from Sureserve 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) of the Takeover Code.

Publication on Website(s) and Availability of Hard Copies

A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Sureserve's and Bidco's website (https://www.sureservegroup.co.uk/plc/investors/recommended-cash-acquisition-of-sureserve-group-plc and https://www.cap10partners.com/recommended-offer-for-sureserve-group-plc, respectively) by no later than 12:00 noon (London time) on 24 April 2023.

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.

In accordance with Rule 30.3 of the Takeover Code, you may request a hard copy of this announcement (and any information incorporated by reference in this announcement), free of charge, by contacting Sureserve's Company Secretary, John Charlton, telephone no. +44 (0)20 3961 5229 or email john.charlton@sureservegroup.co.uk. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition be in hard copy form.

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.

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.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, Sureserve confirms that as at the date of this announcement it has 166,222,616 Sureserve Shares in issue under ISIN GB00BSKS1M86 with no Sureserve Shares held in treasury. The total number of Voting Shares is therefore 166,222,616.

General

Bidco reserves the right to elect, with the consent of the Panel (where necessary), to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Sureserve not already held by Bidco as an alternative to the Scheme. In such an event, a Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme.

If the Acquisition is effected by way of Takeover Offer, and such Takeover Offer becomes or is declared unconditional in all respects 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 Sureserve Shares in respect of which the Takeover Offer has not been accepted.

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

appendix I
CONDITIONS AND FURTHER TERMS OF THE OFFER AND THE SCHEME

Part A: Conditions of the Acquisition and the Scheme

1          The Acquisition will be conditional upon the Scheme becoming unconditional and Effective, subject to the provisions of the Takeover Code, on or before the Long Stop Date.

2          The Scheme will be subject to the following conditions:

2.1     (i) its approval by a majority in number representing not less than 75 per cent in value of the Scheme Shareholders who are on the register of members of Sureserve (or the relevant class or classes thereof, if applicable) at the Voting Record Time, present and voting (and entitled to vote), in person or by proxy, at the Court Meeting and at any separate class meeting which the Court may require (or, in either case, any adjournment thereof); and (ii) such Court Meeting (and any separate class meeting, if applicable) being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date, if any, as may be agreed by Bidco and Sureserve with the consent of the Panel (and, if required, the Court may allow));

2.2     (i) the Resolution(s) required to approve and implement the Scheme being duly passed by Sureserve Shareholders by the requisite majority or majorities at the General Meeting (or any adjournment thereof); and (ii) such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date, if any, as may be agreed by Bidco and Sureserve with the consent of the Panel (and, if required, the Court may allow)); and

2.3      (i) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Sureserve and Bidco) and the delivery of a copy of the Court Order to the Registrar of Companies; and (ii) the Court Hearing being held on or before the 22^nd day after the expected date of such Court Hearing to be set out in the Scheme Document in due course (or such later date, if any, as may be agreed by Bidco and Sureserve with the consent of the Panel (and, if required, the Court may allow)).

3       Subject as stated in Part B below and to the requirements of the Panel, the Acquisition will also be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless such Conditions (as amended if appropriate) have been satisfied (where capable of satisfaction) and continue to be satisfied or, where relevant, waived:

Notifications, waiting periods and Authorisations

3.1       all material notifications, filings or applications which are necessary having been made in connection with the Acquisition and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all material statutory and regulatory obligations in any jurisdiction having been complied with in respect of the Acquisition and the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Sureserve or any other member of the Wider Sureserve Group by any member of the Wider Bidco Group, in each case where the absence of such notification, filing or application would have a material adverse effect on the Wider Bidco Group or the Wider Sureserve Group in each case taken as a whole, and all Authorisations necessary in respect thereof having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Sureserve Group or the Wider Bidco Group has entered into contractual arrangements and all such Authorisations necessary to carry on the business of any member of the Wider Sureserve Group in any jurisdiction remaining in full force and effect at the time at which the Acquisition becomes otherwise unconditional and no notice of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations having been made where, in each case, absence of such Authorisation would have a material adverse effect on the Wider Sureserve Group or the Wider Bidco Group, in each case, taken as a whole;

Antitrust and regulatory

3.2     no Third Party having decided, threatened or given notice in writing of a decision to take, institute or implement any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) (in each case, which would be material in the context of the Wider Bidco Group or the Wider Sureserve Group, in each case, taken as a whole) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(a)        require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider Sureserve Group of all or any material part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) (in any case, to an extent which is material in the context of the Wider Bidco Group or the Wider Sureserve Group, as the case may be, taken as a whole);

(b)        except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Bidco Group or the Wider Sureserve Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Sureserve Group (other than in connection with the implementation of the Acquisition);

(c)        impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group, directly or indirectly, to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Sureserve or on the ability of any member of the Wider Sureserve Group or any member of the Wider Bidco Group, directly or indirectly, to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Sureserve Group, in each case, to an extent which is material in the context of the Wider Bidco Group or the Wider Sureserve Group, as the case may be, taken as a whole;

(d)        otherwise materially adversely affect any or all of the business, assets or profits of any member of the Wider Sureserve Group to an extent in any such case which is material in the context of the Wider Sureserve Group, taken as a whole;

(e)        result in any member of the Wider Sureserve Group ceasing to be able to carry on business under any name under which it presently carries on business (in any case, to an extent which is material in the context of the Wider Sureserve Group, taken as a whole);

(f)         make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Sureserve by any member of the Wider Bidco Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, materially prevent or prohibit, restrict, restrain or delay to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere with or require material adverse amendment of, the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Sureserve by any member of the Wider Bidco Group;

(g)        require, prevent or materially delay a divestiture by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider Sureserve Group (in any case, to an extent which is material in the context of the Wider Sureserve Group or the Wider Bidco Group, as the case may be, taken as a whole); or

(h)        impose any material limitation on the ability of any member of the Wider Bidco Group or of any member of the Wider Sureserve Group to integrate all or any part of its business with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider Sureserve Group (in any case, to an extent which is material in the context of the Wider Sureserve Group or the Wider Bidco Group, as the case may be, taken as a whole),

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any applicable jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Sureserve Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

3.3     save as Disclosed, there being no provision of any material arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Sureserve Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance, which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in Sureserve or because of a change in the control or management of any member of the Wider Sureserve Group or otherwise, would or might reasonably be expected to result in, to an extent, in any such case, which is material in the context of the Wider Sureserve Group, taken as a whole:

(a)       any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider Sureserve Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(b)        the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Sureserve Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(c)      any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Sureserve Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(d)      any liability of any member of the Wider Sureserve Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(e)      any member of the Wider Sureserve Group ceasing to be able to carry on business under any name under which it presently carries on business;

(f)        the value of, or the financial or trading position of any member of the Wider Sureserve Group being prejudiced or adversely affected; or

(g)      the creation of any liability (actual or contingent) by any member of the Wider Sureserve Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any material arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Sureserve Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in Conditions 3.3(a) to (g) to an extent, in any such case, which is material in the context of the Wider Sureserve Group, taken as a whole;

Certain events occurring since the Accounts Date

3.4        save as Disclosed, no member of the Wider Sureserve Group having since the Accounts Date:

(a)      issued, or agreed to issue, or authorised or announced its intention to authorise or propose the issue of, additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Sureserve Shares out of treasury (except, in each case, where relevant, as between Sureserve and wholly-owned subsidiaries of Sureserve or between the wholly-owned subsidiaries of Sureserve and except for the issue, or transfer out of treasury, of Sureserve Shares in order to satisfy the exercise of employee share options or awards under the Sureserve Share Schemes);

(b)      recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Sureserve to Sureserve or any of its wholly-owned subsidiaries;

(c)        other than pursuant to the Acquisition (and except for transactions between Sureserve and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Sureserve or transactions in the ordinary course of business) implemented, effected, authorised or announced its intention to implement, effect or authorise any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings to an extent, in any such case, which is material in the context of the Wider Sureserve Group, taken as a whole;

(d)        except for transactions in the ordinary course of business or between the Wider Sureserve Group and its wholly-owned subsidiaries, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised or announced any intention to do so to an extent, in any such case, which is material in the context of the Wider Sureserve Group, taken as a whole;

(e)        issued, authorised or announced an intention to authorise the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or (other than trade credit incurred in the ordinary course of business) incurred or increased any indebtedness except as between Sureserve and any of its wholly-owned subsidiaries or between such subsidiaries which, in any case, is material in the context of the Wider Sureserve Group, taken as a whole;

(f)         entered into or varied or authorised or announced its intention, other than in the ordinary course of business, to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long-term, unusual or onerous nature or magnitude to an extent, in any such case, which is material in the context of the Wider Sureserve Group, taken as a whole;

(g)        entered into or varied to a material extent the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any contract, service agreement, commitment or arrangement with any director of Sureserve;

(h)        proposed, agreed to provide or modified, in any material respect, the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Sureserve Group (in a manner which is material in the context of the Wider Sureserve Group, taken as a whole);

(i)         purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital (other than pursuant to the implementation of the Acquisition) (in any such case, in a manner which is material in the context of the Wider Sureserve Group, taken as a whole);

(j)         (other than in respect of claims between Sureserve and any wholly-owned subsidiaries of Sureserve) waived, compromised or settled any claim which is material in the context of the Wider Sureserve Group, taken as a whole;

(k)        save as envisaged in accordance with the terms of the Scheme or otherwise in connection with the Acquisition, made any material alteration to its Articles;

(l)       made or agreed or consented to any material change to the terms of any trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to;

(m)       been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business (in any such case, in a manner which is material in the context of the Wider Sureserve Group, taken as a whole);

(n)      other than in respect of a strike-off and dissolution of a member of the Wider Sureserve Group which is dormant and was solvent at the relevant time, taken any steps, corporate action or had any legal proceedings instituted or threatened in writing against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed (in any case, to an extent which is material in the context of the Wider Sureserve Group, taken as a whole);

(o)       except for transactions between Sureserve and any of its wholly-owned subsidiaries or between any such wholly-owned subsidiaries, made, authorised or announced an intention to propose any change in its loan capital to an extent, in any such case, which is material in the context of the Wider Sureserve Group, taken as a whole; or

(p)      entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to, or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 3.4;

No adverse change, litigation, regulatory enquiry or similar

3.5        save as Disclosed, since the Accounts Date:

(a)        no adverse change having occurred in the business, assets, financial or trading position or profits of any member of the Wider Sureserve Group which is material in the context of the Wider Sureserve Group, taken as a whole;

(b)      no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened in writing, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Sureserve Group or to which any member of the Wider Sureserve Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider Sureserve Group, in each case, which is material in the context of the Wider Sureserve Group, taken as a whole;

(c)       no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Sureserve Group having been threatened in writing, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Sureserve Group, in each case, which is material in the context of the Wider Sureserve Group, taken as a whole;

(d)      no contingent or other liability in respect of any member of the Wider Sureserve Group having arisen or increased other than in the ordinary course of business which is reasonably likely to materially affect adversely the business, assets, financial or trading position or profits of any member of the Wider Sureserve Group to an extent, in any such case, which is material in the context of the Wider Sureserve Group, taken as a whole; and

(e)       no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Sureserve Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider Sureserve Group, taken as a whole;

No discovery of certain matters regarding information, liabilities and environmental issues

3.6        save as Disclosed, Bidco not having discovered:

(a)      that any financial, business or other information concerning the Wider Sureserve Group publicly announced prior to the date of this announcement or disclosed at any time to any member of the Wider Bidco Group by or on behalf of any member of the Wider Sureserve Group prior to the date of this announcement is materially misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading (in any case, to an extent which is material in the context of the Wider Sureserve Group, taken as a whole);

(b)     that any member of the Wider Sureserve Group is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise, and which is material in the context of the Wider Sureserve Group, taken as a whole;

(c)        that any past or present member of the Wider Sureserve Group has not complied in any material respect with all applicable legislation, regulations of any jurisdiction or any notice or requirement of any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Sureserve Group (in any case, to an extent which is material in the context of the Wider Sureserve Group, taken as a whole);

(d)        that there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human health (whether or not giving rise to non-compliance with any law or regulation), which would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider Sureserve Group (in any case, to an extent which is material in the context of the Wider Sureserve Group, taken as a whole); or

(e)      that there is, or is reasonably likely to be, any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Sureserve Group, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto (in any case, to an extent which is material in the context of the Wider Sureserve Group, taken as a whole).

Part B: Further terms of the Acquisition

1          Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

2          To the extent permitted by law and subject to the requirements of the Panel and the Takeover Code, Bidco reserves the right to waive:

2.1     the deadline set out in the Condition in paragraph 1 of Part A and any of the deadlines set out in the Conditions in paragraph 2 of Part A for the timing of the Court Meeting, General Meeting and the Court Hearing. If any such deadline is not met, Bidco shall make an announcement by 8.00am (London time) on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Sureserve to extend the deadline in relation to the relevant Condition; and

2.2        in whole or in part, all or any of the Conditions in paragraphs 3.1 to 3.6 (inclusive) of Part A.

3          Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions set out in paragraphs 3.1 to 3.6 (inclusive) of Part A by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

4          If Bidco is required by the Panel to make an offer for Sureserve Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

5          Bidco reserves the right to elect, with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer. In such event, the Acquisition will be implemented on substantially the same terms, subject to appropriate amendments, so far as applicable, as those which would apply to the Scheme, including (without limitation) an acceptance condition set at 90 per cent of the Sureserve Shares to which such offer relates (or such lesser percentage, being more than 50 per cent of Sureserve Shares carrying voting rights, as Bidco and Sureserve may, subject to the Takeover Code and with the consent of the Panel decide) (the "Takeover Offer Acceptance Condition"). Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient Sureserve Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the Companies Act to acquire compulsorily any outstanding Sureserve Shares to which such Takeover Offer relates.

6          The availability of the Acquisition to Overseas Shareholders and the distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves of, and observe, any such restrictions.

7          Unless otherwise determined by Bidco or required by the Takeover Code and permitted by applicable law and regulation, the Acquisition is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or other forms of electronic transmission) of interstate or foreign commerce of, or by any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

8         Under Rule 13.5(a) of the Takeover Code, Bidco may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the condition are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts at the time that the relevant circumstances arise. The Conditions contained in paragraphs 1, 2.1(i), 2.2(i) and 2.3(i) of Part A and, if applicable, the Takeover Offer Acceptance Condition (as defined above) set out in this Part B are not subject to this provision of the Takeover Code.

9          Under Rule 13.6 of the Takeover Code, Sureserve may not invoke, or cause or permit Bidco to invoke, any Condition unless the circumstances which give rise to the right to invoke the Condition are of material significance to Sureserve Shareholders in the context of the Acquisition.

10       If any dividend or other distribution or return of value is announced, declared, made, paid or becomes payable by Sureserve in respect of the Sureserve Shares on or after the date of this announcement and prior to the Effective Date, Bidco will have the right (without prejudice to any right of Bidco, with the consent of the Panel, to invoke the Condition set out in paragraph 3.4(b) of Part A) to reduce the Acquisition Price payable for each Sureserve Share pursuant to the Acquisition by up to the amount per Sureserve Share of such dividend, distribution or return of value. If any such dividend, distribution or return of value is paid or made after the date of this announcement and Bidco exercises its rights described above, any reference in this announcement to the Acquisition Price payable under the Acquisition shall be deemed to be a reference to the Acquisition Price as so reduced. In such circumstances, Sureserve Shareholders would be entitled to receive and retain any such dividend, distribution or return of value. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Acquisition.

11       The Sureserve Shares to be acquired under the Acquisition will be acquired with full title guarantee, fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any), and any other return of capital (whether by way of reduction of share capital or share premium account or otherwise), declared, made or paid with a record date on or after the date of this announcement.

12       The Acquisition is governed by the law of England and Wales and is subject to the jurisdiction of the English courts. The Acquisition will be made on and subject to the Conditions and further terms set in this Appendix I and to the full terms and conditions to be set out in the Scheme Document in due course. The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the FCA, the London Stock Exchange (including pursuant to the AIM Rules) and the Registrar of Companies.

12.1     

appendix II
SOURCES OF INFORMATION AND BASES OF CALCULATION

The value of Sureserve as implied by the Acquisition Price stated in paragraph 2 of this announcement is based on the fully diluted share capital of 171,303,286 as at the Last Practicable Date, calculated as follows:

1.    issued share capital of 166,222,616 Sureserve Shares (per the confirmation by Sureserve pursuant to Rule 2.9 of the Takeover Code set out herein); plus

2.    5,080,670 additional Sureserve Shares which may be issued on or after the date of this announcement to satisfy the exercise of options and awards outstanding under the Sureserve Share Schemes on the Last Practicable Date.

Further sources of information regarding data reported in this announcement are as follows:

1.    the Closing Price of 90 pence per Sureserve Share on the Last Practicable Date is the closing middle market price derived from the AIM Appendix to the Daily Official List of the London Stock Exchange on such date;

2.    the 60 day volume-weighted average price of 86.31 pence per Sureserve Share, being the volume-weighted average price for the 60 day period to (and including) the Last Practicable Date, based on Bloomberg;

3.    the all-time high Closing Price of 105.75 pence per Sureserve Share on 12 June 2015;

4.  unless otherwise stated, the financial information relating to Sureserve is extracted (without material adjustment) from the audited report and accounts of Sureserve for FY 2022; and

5.    certain figures included in this announcement have been subject to rounding adjustments.

appendix III
IRREVOCABLE undertakings AND LETTER OF intENT

The following holders or controllers of Sureserve Shares have given irrevocable undertakings (Parts A and B) or a letter of intent (Part C) to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer):

Part A: Director shareholder irrevocable undertakings

The undertakings listed in this Part A cease to be binding if:

·      implemented by way of a Scheme, the Scheme becomes Effective; or

·     implemented by way of a Takeover Offer, on the date the Takeover Offer becomes or is declared unconditional,

or, prior to that date, if:

·      the Scheme lapses or is withdrawn;

·      the Scheme has not become Effective on or before the Long Stop Date, or such later time or date as Bidco and Sureserve (with the consent of the Panel) agree, or the Panel may require;

·     Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new or replacement Scheme or offer is announced in accordance with the Takeover Code at the same time; or

·      a third party offer for Sureserve is declared unconditional.

Part B: Non-director shareholder irrevocable undertakings

The undertakings listed in this Part B cease to be binding if:

·      implemented by way of a Scheme, the Scheme becomes Effective; or

·      implemented by way of a Takeover Offer, on the date the Takeover Offer becomes or is declared unconditional,

or prior to that date if:

·      the Scheme lapses or is withdrawn;

·     the Scheme has not become Effective on or before the Long Stop Date, or such later time or date as Bidco and Sureserve (with the consent of the Panel) agree, or the Panel may require;

·     Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new or replacement Scheme or offer is announced in accordance with the Takeover Code at the same time; or

·      a third party offer for Sureserve is declared unconditional.

Part C: Letter of intent

Bidco has received a non-binding letter of intent from Slater Investments (on behalf of funds which it manages and/or advises) confirming its intention to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the Resolution(s) to be proposed at the General Meeting (or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) in respect of 26,318,325 Sureserve Shares (representing approximately 15.8 per cent of the Voting Shares in issue on the Last Practicable Date).

appendix IV
DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.

For the purposes of this announcement, associated undertaking, parent undertaking, subsidiary undertaking and undertaking have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this document.

All the times referred to in this announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.