Commenting on the Offer, Matthew Peacock, founding partner of Hanover Investors and a director of Hanover Bidco said:

Transcription

1 Part I Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. FOR IMMEDIATE RELEASE 13 June 2017 This announcement contains inside information Recommended Cash Offer for Kalibrate Technologies plc ("Kalibrate") by Canterbury Acquisition Limited ("Hanover Bidco") (an investment vehicle ultimately wholly-owned by Hanover Active Equity Fund LP) Summary The Boards of Hanover Bidco and Kalibrate are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Hanover Bidco for the entire issued and to be issued share capital of Kalibrate. Hanover Bidco is an investment vehicle ultimately wholly-owned by Hanover Active Equity Fund LP. Under the terms of the Offer, each Kalibrate Shareholder will be entitled to receive 85.5 pence in cash per Kalibrate Share. The Offer values the entire issued share capital of Kalibrate at approximately 29 million. The Offer represents a premium of 50 per cent. over the closing middle market price of 57 pence per Kalibrate Share on 1 June 2017, being the day prior to Hanover Bidco's approach to the Kalibrate Directors regarding the Offer. The Offer is conditional upon, amongst other things, Hanover Bidco receiving valid acceptances (which have not been withdrawn) in respect of and/or having otherwise acquired or agreed to acquire Kalibrate Shares which constitute more than 50 per cent. of the voting rights attached to the Kalibrate Shares. The Kalibrate Directors, who have been so advised by N+1 Singer, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Kalibrate Directors, N+1 Singer has taken into account the commercial assessments of the Kalibrate Board. N+1 Singer is providing independent financial advice to the Kalibrate Directors for the purpose of Rule 3 of the Code. Accordingly, the Kalibrate Directors intend to unanimously recommend that the Kalibrate Shareholders accept the Offer. Hanover Bidco has received irrevocable undertakings to accept the Offer from those Kalibrate Directors who hold Kalibrate Shares, in respect of a total of 88,532 Kalibrate Shares, representing approximately 0.3 per cent. of the issued share capital of Kalibrate. In addition, Hanover Bidco has received irrevocable undertakings to accept the Offer from certain Kalibrate Shareholders, in respect of a total of 13,473,960 Kalibrate Shares representing approximately 39.8 per cent. of the issued share capital of Kalibrate. In aggregate, Hanover Bidco has therefore received irrevocable undertakings in respect of a total of 13,562,492 Kalibrate Shares, representing approximately 40.0 per cent. of the issued share capital of Kalibrate. Commenting on the Offer, Matthew Peacock, founding partner of Hanover Investors and a director of Hanover Bidco said: 1

2 "We are delighted to be announcing this recommended cash offer for Kalibrate Technologies plc. We believe that Kalibrate is a great company with significant potential, but that growth will be easier to achieve outside of public market constraints. Our proposal provides Kalibrate Shareholders with an opportunity to realise a significant premium over the value of their shares prior to the time that Hanover Investors made its approach to Kalibrate." Commenting on the Offer, Bob Stein, Chief Executive Officer of Kalibrate Technologies plc said: "We continue to make good progress within our core markets, deepening our customer relationships and winning additional contracts. With continued investment in our new products of Merchandise Pricing/Promotion and B2B/Wholesale Pricing we are developing additional growth opportunities with our client base. Whilst this strength underpins our belief in our products and long-term growth plans, the time and investment required to convert those growth ambitions continue to extend, compounded by the delays in deregulating markets that we ve previously announced. I, along with the rest of the Kalibrate Board, intend to recommend the Offer." This summary should be read in conjunction with the full text of the following announcement including the Appendices. The Conditions and certain further terms of the Offer are set out in Appendix I to this announcement. Appendix II contains bases and sources of certain information contained within this announcement. Appendix III contains details of the irrevocable undertakings given to Hanover Bidco. Appendix IV contains the definitions of certain terms used in this announcement. Enquiries: Hanover Investors Management LLP Matthew Peacock Tel: +44 (0) Tom Russell Fred Lundqvist Liberum Capital Limited (Financial adviser to Hanover Bidco) Neil Patel Tel: +44 (0) Richard Bootle Dominik Gotzenberger Kalibrate Technologies plc Bob Stein Tel: +44 (0) Gregg Budoi N+1 Singer (Financial adviser, nominated adviser and broker to Kalibrate Technologies plc) Shaun Dobson Tel: +44 (0) Alex Price James Hopton FTI Consulting (PR adviser to Kalibrate Technologies plc) Matt Dixon Tel: +44 (0) Chris Lane Emma Appleton Elena Kalinskaya 2

3 Further information This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Kalibrate in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or equivalent document. Any acceptance or other response to the Offer should only be made on the basis of the information contained in the Offer Document (which will contain the full terms and conditions of the Offer) and the Form of Acceptance. Kalibrate Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been dispatched. Please be aware that addresses, electronic addresses and certain other information provided by Kalibrate Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Kalibrate may be provided to Hanover Bidco during the offer period as required under Section 4 of Appendix 4 of the Code. Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Hanover Bidco and no-one else in connection with the Offer and will not be responsible to anyone other than Hanover Bidco for providing the protections afforded to clients of Liberum, nor for providing advice in relation to the Offer or any matters referred to in this announcement. N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Kalibrate and no-one else in connection with the Offer and will not be responsible to anyone other than Kalibrate for providing the protections afforded to clients of N+1 Singer, nor for providing advice in relation to the Offer or any matters referred to in this announcement. Overseas jurisdictions The availability of the Offer in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law. Therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Kalibrate Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. US shareholders The Offer is for the securities of a corporation organised under the laws of England and Wales and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States. The Offer is being made in the United States pursuant to the applicable provisions of Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934 (the "Exchange Act"), and otherwise in accordance with the requirements of the Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of this announcement. It may be difficult for US holders of Kalibrate Shares to enforce their rights under any claim arising out of the US federal securities laws, since Hanover Bidco and Kalibrate are located outside of the United States, and some of their officers and directors may be resident outside of the United States. The receipt of cash pursuant to the Offer by a US holder of Kalibrate Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US shareholder of Kalibrate is urged to consult with his, her or its 3

4 independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such holder's acceptance of the Offer. To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice and Rule 14e-5 under the Exchange Act, Hanover Bidco or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Kalibrate Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK laws and regulations, including the Code, the AIM Rules, and Rule 14e-5 under the Exchange Act to the extent applicable. Any information about any such purchases will be disclosed in accordance with applicable UK laws and regulations, on the Regulatory News Service on the London Stock Exchange website, To the extent that such information is made public in the United Kingdom, this information will also be publicly disclosed in the United States. Disclosure requirements Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 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 3.30 pm (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 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) if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. Forward-looking statements This announcement contains certain forward-looking statements, including statements regarding Hanover Bidco's and Kalibrate's plans, objectives and expected performance. Such statements 4

5 relate to events and depend on circumstances that will occur in the future and are subject to risks, uncertainties and assumptions. There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements, including, among others, the enactment of legislation or regulation that may impose costs or restrict activities; the re-negotiation of contracts or licences; fluctuations in demand and pricing in the fuel and convenience retail industry; fluctuations in exchange controls; changes in government policy and taxations; industrial disputes; war and terrorism. These forward-looking statements speak only as at the date of this announcement. Rule 2.9 Disclosure In accordance with Rule 2.9 of the Code, Kalibrate confirms that, as at the date of this announcement, it has 33,881,474 ordinary shares of 0.2 pence each in issue and admitted to trading on AIM under the ISIN reference GB00BFZCRC66. Publication of this announcement and availability of hard copies A copy of this announcement will be available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on and by no later than 12 noon on the Business Day following the date of this announcement. The contents of Hanover Investors' website and Kalibrate's website are not incorporated into and do not form part of this announcement. In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting Gregg Budoi of Kalibrate at 7th floor, St James's Buildings, 79 Oxford Street, Manchester M1 6SS or on +44 (0) , with an address to which the hard copy may be sent. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form. 5

6 Part II Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. FOR IMMEDIATE RELEASE 13 June 2017 This announcement contains inside information Recommended Cash Offer for Kalibrate Technologies plc ("Kalibrate") by Canterbury Acquisition Limited ("Hanover Bidco") (an investment vehicle ultimately wholly-owned by Hanover Active Equity Fund LP) 1. Introduction The Boards of Hanover Bidco and Kalibrate are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Hanover Bidco for the entire issued and to be issued share capital of Kalibrate. Hanover Bidco is an investment vehicle ultimately wholly-owned by Hanover Active Equity Fund LP. Under the terms of the Offer, each Kalibrate Shareholder will be entitled to receive 85.5 pence in cash per Kalibrate Share. 2. Summary of terms The Offer will be subject to the conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document and will be made on the following basis: for each Kalibrate Share 85.5 pence in cash ("Cash Consideration") The Offer values the entire issued share capital of Kalibrate at approximately 29 million. The Offer represents a premium of 50 per cent. over the closing middle market price of 57 pence per Kalibrate Share on 1 June 2017, being the day prior to Hanover Bidco's approach to the Kalibrate Directors regarding the Offer. The Offer is conditional upon, amongst other things, Hanover Bidco receiving valid acceptances (which have not been withdrawn) in respect of and/or having otherwise acquired or agreed to acquire Kalibrate Shares which constitute more than 50 per cent. of the voting rights attached to the Kalibrate Shares. 3. Background to and reasons for the Offer Hanover Investors recognises Kalibrate as possessing market leading technology in pricing and planning solutions, in particular for the oil & gas sector. However, Hanover Investors believes that Kalibrate is unable to fulfil its growth potential whilst listed. In particular, the revenue volatility associated with perpetual software licences and the significant cost investments required to expand the product offering result in a near to mid-term profitability profile which is not suited to the public market. The Offer represents an opportunity for Kalibrate Shareholders to realise their holding in Kalibrate in cash for a premium of 50 per cent. to the closing middle market price of 57 pence per Kalibrate Share on 1 June 2017 (being the day prior to Hanover Bidco's approach to the Kalibrate Directors regarding the Offer). Hanover Bidco believes its Offer also provides certainty, in cash for Kalibrate Shareholders today, and also gives them an exit opportunity now, rather than the alternative of waiting for Kalibrate s financial performance to be reflected in its share price and bearing the risks of that alternative not being achieved. 6

7 4. Recommendation The Kalibrate Board, which has been so advised by N+1 Singer as to the financial terms of the Offer, considers the terms of the Offer to be fair and reasonable. In providing its advice, N+1 Singer has taken into account the commercial assessments of the Kalibrate Board. The Kalibrate Directors intend to recommend unanimously that all Kalibrate Shareholders accept the Offer, as Philip James Lawler and Neville Davis, being Kalibrate Directors who have an interest in Kalibrate Shares, have undertaken to do in respect of their own beneficial holdings in the Company of 88,532 Kalibrate Shares in aggregate, representing approximately 0.3 per cent. of the existing issued share capital of Kalibrate. 5. Background to and reasons for recommendation As noted within its interim results statement for the six months ended 31 December 2016, Kalibrate s core US and European markets continued to represent stable business for the Kalibrate Group. As previously announced, Kalibrate s growth is dependent on (i) winning new business in growth/rest of the world markets (India, South America, Asia and Africa) as they deregulate, (ii) the introduction of new products and services such as Kalibrate s Merchandise Pricing/Promotion and B2B/Wholesale Pricing platforms and (iii) the continued transition of its clients to Kalibrate's SaaS Pricing product offering. Kalibrate has continued to make progress in positioning the Kalibrate Group to achieve success with these three growth initiatives, but the timing of revenue from certain of these initiatives remains either elongated or difficult to predict accurately. The Kalibrate Directors believe that the meaningful progress and sustainable growth that is expected through these initiatives may only be achieved in the mid-term. At the same time, the implementation of certain of these initiatives requires investment, which will absorb the Company's free cash flow in the short to medium term. Kalibrate has a pipeline of new business opportunities throughout its growth/rest of the world markets and these markets have shown receptivity to Kalibrate s offerings. However, as announced previously by Kalibrate, despite encouraging progress sales cycles and the closing of deals in those markets tend to be prolonged and/or difficult to forecast accurately. This remains the case and the Kalibrate Directors remain cautious about the timing of these contracts and their closure. This increases the difficulty of accurately forecasting revenues and profitability, which can move from one financial period to the next, as noted in Kalibrate s trading update announcement of 24 January Whilst the Kalibrate Directors continue to believe in the prospects for the business and the attractiveness of its product offering, it is the Kalibrate Directors' belief that the Offer represents an acceptable and certain valuation given the Kalibrate Group s recent share price performance. The Kalibrate Directors have also considered the interests of the current shareholder base of Kalibrate and consider that, given the low level of free float, the Offer therefore provides Kalibrate Shareholders with an opportunity to realise their investment which would not otherwise be available to them given the relatively illiquid market for Kalibrate s shares. Accordingly, the Kalibrate Directors intend to recommend unanimously the Offer to Kalibrate Shareholders. 6. Information on the Hanover Fund and Hanover Bidco The Hanover Fund Hanover AEF General Partner LP (the "General Partner") is the general partner of Hanover Active Equity Fund LP (the "Hanover Fund"). The Hanover Fund is a Cayman Islands exempted limited partnership formed to invest in small-cap public companies and private equity situations, primarily in the UK, and currently has a total of approximately 85 million in committed capital. 7

8 Hanover Investors Management (Cayman) Limited (the "Manager") has been appointed by the General Partner as the manager of the Hanover Fund and in turn Hanover Investors Management LLP ("Hanover Investors") provides certain investment advisory services to the Manager in respect of the Hanover Fund. Hanover Investors was registered on 7 January 2005 and is authorised and regulated by the FCA. Matthew Peacock is the founding partner of Hanover Investors. Hanover Bidco Hanover Bidco is a newly incorporated company formed at the direction of Hanover Investors (on behalf of the Hanover Fund) for the purpose of implementing the Offer. Hanover Bidco is currently owned as to 100 per cent. by the Hanover Fund. Hanover Bidco is a private limited company incorporated in England and Wales on 21 April 2017 under the Companies Act with registered number It has its registered office at 32 Wigmore Street, London, United Kingdom, W1U 2RP. The Directors of Hanover Bidco are Matthew Peacock, Tom Russell and Fredrik Lundqvist. Save for activities in connection with the implementation and financing of the Offer, Hanover Bidco has not carried on any business prior to the date of this announcement. 7. Information on Kalibrate Kalibrate is a global provider of strategy and technology services to the fuel and convenience retail industry. Kalibrate has developed a range of pricing, planning and strategy solutions, and combines robust data analytics to deliver consultancy services to its clients, in order to help its clients optimise performance by considering the elements of price, location, market, merchandising, facilities, operations and brand. Its clients include oil and gas companies, convenience store chains and supermarket chains. Headquartered in Manchester, UK and Cleveland, USA, Kalibrate also operates from offices in the USA, Brazil, South Africa, India, Australia, Japan, Singapore and China. Its main areas of operations are Europe, the USA and Asia. For the year ended 30 June 2016, Kalibrate reported revenue of $34.90 million and profit before tax of $1.84 million. As at 30 June 2016, Kalibrate had gross assets of $28.13 million and net current assets of $8.17 million. For the six months ended 31 December 2016, Kalibrate reported revenue of $14.06 million and a loss before tax of $0.70 million. As at 31 December 2016, Kalibrate had gross assets of $26.85 million and net current assets of $6.76 million. 8. Interests in Kalibrate Shares and irrevocable undertakings 8.1 Hanover Bidco Group As at the date of this announcement, the Hanover Bidco Group does not own any Kalibrate Shares. 8.2 Kalibrate Directors Irrevocable undertakings to accept the Offer have been received from Philip James Lawler and Neville Davis, being Kalibrate Directors who hold Kalibrate Shares, in respect of 88,532 Kalibrate Shares in aggregate, which represent approximately 0.3 per cent. of the existing issued share capital of Kalibrate. Bob Stein has also granted an irrevocable undertaking in relation to any Kalibrate Shares which he may acquire as a result of the exercise of share options under the Kalibrate Share Schemes. 8.3 Other Kalibrate Shareholders Irrevocable undertakings to accept or procure acceptance of the Offer have been received from Invesco Asset Management Limited and Eurovestech plc in respect of 11,772,151 and 1,701,809 Kalibrate Shares, respectively, which in aggregate represent approximately 39.8 per cent. of the existing issued share capital of Kalibrate. 8

9 In aggregate, Hanover Bidco has therefore received irrevocable undertakings in respect of a total of 13,562,492 Kalibrate Shares, representing approximately 40.0 per cent. of the issued share capital of Kalibrate. Further details regarding the irrevocable undertakings are set out in Appendix III of this announcement. 9. Management, employees and locations Hanover Bidco confirms that, following implementation of the Offer, the existing contractual and statutory employment rights, including in relation to pensions, of all Kalibrate employees will be honoured. The Hanover Bidco Board anticipates that in order to achieve some of the expected benefits of the Offer, it will be necessary to generate cost-savings, including via some headcount reductions and managerial changes. Following implementation of the Offer, Hanover Bidco intends to undertake a detailed review of the fixed assets and locations of Kalibrate and its subsidiaries and businesses within 3 months of the date the Offer becomes or is declared wholly unconditional. Pending the completion of that review, Hanover Bidco has no current intentions to make any change to Kalibrate's principal places of business or fixed assets. On or shortly after the date the Offer becomes or is declared wholly unconditional it is proposed that the non-executive Directors will resign from the board of Kalibrate and will be replaced by directors appointed by Hanover Bidco. In accordance with Rule 16.2(a) of the Code, Hanover Bidco confirms that no incentivisation arrangements are proposed for Kalibrate's management. 10. Kalibrate Share Schemes The Offer will extend to any Kalibrate Shares issued or unconditionally allotted, and any Treasury Shares unconditionally sold or transferred by Kalibrate, in each case, prior to the date on which the Offer closes (or such earlier date as Hanover Bidco may, subject to the Code, decide) as a result of the exercise of options granted under the Kalibrate Share Schemes. Hanover Bidco will make appropriate proposals to participants in the Kalibrate Share Schemes in due course. Participants in the Kalibrate Share Schemes will be contacted separately regarding the effect of the Offer on their rights under the Kalibrate Share Schemes and with the details of Hanover Bidco's proposals. 11. Further details of the Offer The Kalibrate Shares will be acquired under the Offer fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature whatsoever with all rights attaching thereto, including the right to receive and retain all dividends and other distributions and returns of value declared, paid or made after the Offer becomes or is declared unconditional in all respects. If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by Kalibrate in respect of Kalibrate Shares on or after the date of this announcement and prior to the Offer becoming or being declared unconditional in all respects, Hanover Bidco will have the right to reduce the value of the consideration payable for each Kalibrate Share by up to the amount per Kalibrate Share of such dividend, distribution or return of value except where the Kalibrate Share is or will be acquired pursuant to the Offer on a basis which entitles Hanover Bidco to receive the dividend, distribution or return of value and to retain it. If any such dividend, distribution or return of value is paid or made after the date of this announcement and Hanover Bidco exercises its rights described above, any reference in this announcement to the consideration payable under the Offer shall be deemed to be a reference to the consideration as so reduced. Any exercise by Hanover 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 Offer. 9

10 12. Compulsory acquisition, cancellation of admission to trading on AIM and reregistration as a private limited company If Hanover Bidco acquires, whether through acceptances under the Offer or otherwise, 90 per cent. or more of the Kalibrate Shares to which the Offer relates and the Offer becomes or is declared unconditional in all respects, Hanover Bidco will exercise its rights pursuant to the provisions of sections of the Companies Act to acquire compulsorily the remaining Kalibrate Shares. If the Offer becomes or is declared unconditional in all respects and Hanover Bidco has acquired or agreed to acquire Kalibrate Shares which, together with any Kalibrate Shares already owned by the Hanover Bidco Group, represent 75 per cent. or more of the voting rights attaching to the Kalibrate Shares then Hanover Bidco may decide to procure the making of an application by Kalibrate to the London Stock Exchange for the cancellation of the admission to trading of Kalibrate Shares on AIM and to re-register Kalibrate as a private company as soon as it is appropriate to do so under the provisions of the Companies Act. It is anticipated that any cancellation of admission to trading on AIM would take effect no earlier than twenty Business Days after Hanover Bidco has acquired or agreed to acquire 75 per cent. of the voting rights attaching to the Kalibrate Shares. Cancellation of admission to trading on AIM would significantly reduce the liquidity and marketability of all Kalibrate Shares not assented to the Offer at that time. 13. Offer-related arrangement Hanover Investors and Kalibrate entered into a mutual non-disclosure agreement on 20 February 2017 (as supplemented on 9 June 2017), pursuant to which Hanover Investors and Kalibrate have undertaken to keep confidential information relating to the other party and not to disclose it to third parties (other than permitted recipients) unless required by applicable law or regulation (the "Confidentiality Agreement"). These confidentiality obligations will remain in force until the earlier of (a) the completion of a business transaction between Hanover Investors and Kalibrate; and (b) a period of 2 years from the date of the Confidentiality Agreement. 14. Financing of the Offer The Cash Consideration due under the Offer will be funded by a combination of (i) cash from the equity subscription of Hanover Bidco Ordinary Shares by the Hanover Fund; and (ii) loan note subscriptions pursuant to the Hanover Bidco Loan Note Instrument from the Hanover Fund to Hanover Bidco. Pursuant to the Subscription Agreement, the General Partner has agreed, on behalf of the Hanover Fund, that it will subscribe for a sufficient number of Hanover Bidco Ordinary Shares at a price of 1 per Hanover Bidco Ordinary Share so as to provide Hanover Bidco with the amount required to satisfy the aggregate Cash Consideration payable in accordance with the Offer, less any amount funded by the loan note subscriptions. The obligation to subscribe for Hanover Bidco Ordinary Shares is conditional upon the Offer becoming Effective. Liberum is satisfied that Hanover Bidco has the necessary financial resources available to satisfy in full the Cash Consideration payable under the Offer. 15. Disclosure of interests in Kalibrate Shares Save for the irrevocable undertakings referred to in section 8 above, as at close of business on 12 June 2017, being the last practicable Business Day prior to this announcement, neither Hanover Bidco, Hanover Investors, the Hanover Fund, nor any of the directors or members (as applicable) of Hanover Bidco, Hanover Investors or the Hanover Fund nor, so far as Hanover Bidco, Hanover Investors, the Hanover Fund and the directors of Hanover Bidco, Hanover Investors and the Hanover Fund are aware, any person acting, or deemed to be acting, in concert with Hanover Bidco for the purpose of the Offer has: (i) any interest, or right to subscribe for, any relevant securities of Kalibrate; 10

11 (ii) any short positions in respect of any securities of Kalibrate (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 Kalibrate; (iii) borrowed or lent any relevant Kalibrate securities (save for any borrowed relevant securities which have either been on-lent or sold); (iv) procured an irrevocable commitment or letter of intent to accept the Offer or vote in favour of a scheme of arrangement in respect of any relevant Kalibrate securities; or (v) any arrangement in relation to any relevant Kalibrate securities. 16. Expected timetable The Offer Document will be sent to Kalibrate Shareholders (other than those in a Restricted Jurisdiction) as soon as practicable and in any event within 28 days of this announcement. 17. Documents available on website Copies of the following documents will be available at until the end of the Offer: the irrevocable undertakings listed in Appendix III to this announcement; the Subscription Agreement referred to in section 14 above; the Hanover Bidco Loan Note Instrument referred to in section 14 above; the Confidentiality Agreement referred to in section 13 above; and this announcement. 18. Market quotations The following table shows the closing middle market price of Kalibrate Shares on the following dates, unless otherwise indicated: the first Business Day of each of the six months immediately before the date of this announcement; and 12 June 2017, being the last Business Day before this announcement. Date Price per Kalibrate Share (pence) 3 January February March April May June June General This announcement does not constitute an offer or an invitation to purchase any securities. The Offer will be made subject to the Conditions and on the terms contained in Appendix I to this announcement and on the further terms and Conditions to be set out in the Offer 11

12 Document. The Offer will be governed by English law and subject to the applicable rules and regulations of the London Stock Exchange, the Panel and the FCA. The person responsible for arranging release of this announcement on behalf of Hanover Bidco is Fred Lundqvist, Partner at Hanover Investors. The Conditions and certain further terms of the Offer are set out in Appendix I to this announcement. Appendix II contains bases and sources of certain information contained within this announcement. Appendix III contains details of the irrevocable undertakings given to Hanover Bidco. Appendix IV contains the definitions of certain terms used in this announcement. Enquiries: Hanover Investors Management LLP Matthew Peacock Tel: +44 (0) Tom Russell Fred Lundqvist Liberum Capital Limited (Financial adviser to Hanover Bidco) Neil Patel Tel: +44 (0) Richard Bootle Dominik Gotzenberger Kalibrate Technologies plc Bob Stein Tel: +44 (0) Gregg Budoi N+1 Singer (Financial adviser, nominated adviser and broker to Kalibrate Technologies plc) Shaun Dobson Tel: +44 (0) Alex Price James Hopton FTI Consulting (PR adviser to Kalibrate Technologies plc) Matt Dixon Tel: +44 (0) Chris Lane Emma Appleton Elena Kalinskaya Further information This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Kalibrate in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or equivalent document. Any acceptance or other response to the Offer should only be made on the basis of the information contained in the Offer Document (which will contain the full terms and conditions of the Offer) and 12

13 the Form of Acceptance. Kalibrate Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been dispatched. Please be aware that addresses, electronic addresses and certain other information provided by Kalibrate Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Kalibrate may be provided to Hanover Bidco during the offer period as required under Section 4 of Appendix 4 of the Code. Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Hanover Bidco and no-one else in connection with the Offer and will not be responsible to anyone other than Hanover Bidco for providing the protections afforded to clients of Liberum, nor for providing advice in relation to the Offer or any matters referred to in this announcement. N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Kalibrate and no-one else in connection with the Offer and will not be responsible to anyone other than Kalibrate for providing the protections afforded to clients of N+1 Singer, nor for providing advice in relation to the Offer or any matters referred to in this announcement. Overseas jurisdictions The availability of the Offer in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law. Therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Kalibrate Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. US shareholders The Offer is for the securities of a corporation organised under the laws of England and Wales and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States. The Offer is being made in the United States pursuant to the applicable provisions of Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934 (the "Exchange Act"), and otherwise in accordance with the requirements of the Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of this announcement. It may be difficult for US holders of Kalibrate Shares to enforce their rights under any claim arising out of the US federal securities laws, since Hanover Bidco and Kalibrate are located outside of the United States, and some of their officers and directors may be resident outside of the United States. The receipt of cash pursuant to the Offer by a US holder of Kalibrate Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US shareholder of Kalibrate is urged to consult with his, her or its independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such holder's acceptance of the Offer. To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice and Rule 14e-5 under the Exchange Act, Hanover Bidco or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Kalibrate Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with 13

14 all applicable UK laws and regulations, including the Code, the AIM Rules, and Rule 14e-5 under the Exchange Act to the extent applicable. Any information about any such purchases will be disclosed in accordance with applicable UK laws and regulations, on the Regulatory News Service on the London Stock Exchange website, To the extent that such information is made public in the United Kingdom, this information will also be publicly disclosed in the United States. Disclosure requirements Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 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 3.30 pm (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 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) if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. Forward-looking statements This announcement contains certain forward-looking statements, including statements regarding Hanover Bidco's and Kalibrate's plans, objectives and expected performance. Such statements relate to events and depend on circumstances that will occur in the future and are subject to risks, uncertainties and assumptions. There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements, including, among others, the enactment of legislation or regulation that may impose costs or restrict activities; the re-negotiation of contracts or licences; fluctuations in demand and pricing in the fuel and convenience retail industry; fluctuations in exchange controls; changes in government policy and taxations; industrial disputes; war and terrorism. These forward-looking statements speak only as at the date of this announcement. 14

15 Rule 2.9 Disclosure In accordance with Rule 2.9 of the Code, Kalibrate confirms that, as at the date of this announcement, it has 33,881,474 ordinary shares of 0.2 pence each in issue and admitted to trading on AIM under the ISIN reference GB00BFZCRC66. Publication of this announcement and availability of hard copies A copy of this announcement will be available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on and by no later than 12 noon on the Business Day following the date of this announcement. The contents of Hanover Investors' website and Kalibrate's website are not incorporated into and do not form part of this announcement. In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting Gregg Budoi of Kalibrate at 7th floor, St James's Buildings, 79 Oxford Street, Manchester M1 6SS or on +44 (0) , with an address to which the hard copy may be sent. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form. 15