Atlantic Lithium Regulatory News (ALL)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

27 November 2014

RECOMMENDED CASH OFFER

for

Allocate Software Plc ("Allocate")by

Acorn Bidco Limited ("Bidco")

OFFER UNCONDITIONAL IN ALL RESPECTS AND COMPULSORY ACQUISITION OF THE REMAINING ALLOCATE SHARES

· Valid acceptances received of approximately 92.05 per cent. of existing share capital

· Offer declared unconditional in all respects

· Bidco intends to procure that Allocate applies to AIM for the cancellation of trading

· Compulsory acquisition of remaining Allocate shares

Introduction

On 14 October 2014, the boards of Allocate and Bidco announced that they had reached agreement on the terms of a recommended cash offer by Bidco for the entire issued and to be issued share capital of Allocate at a price of 153.55 pence in cash per Allocate Share, to be effected by means of a scheme of arrangement of Allocate under Part 26 of the Companies Act.

On 27 October 2014, with the consent of the Panel and Allocate, Bidco announced that it would implement the Acquisition of the entire issued and to be issued share capital of Allocate by way of a recommended takeover offer (the "Offer"). The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document (the "Offer Document") posted to Allocate Shareholders on 28 October 2014.

On 19 November 2014 Bidco announced that as at 1.00 p.m. (London time) on 18 November 2014, valid acceptances had been received in respect of 38,994,982 Allocate Shares, representing, in aggregate, approximately 57.08 per cent. of the existing share capital of Allocate.

Defined terms used but not defined in this announcement have the same meanings as set out in the Offer Document.

Level of acceptances

Bidco announces that, as at 1.00 p.m. (London time) on 26 November 2014, valid acceptances of the Offer had been received in respect of 62,879,164 Allocate Shares, representing approximately 92.05 per cent. of the Allocate Shares to which the Offer relates, which Bidco may count towards the satisfaction of the Acceptance Condition.

These acceptances include those received in respect of:

· 18,000 Allocate Shares (representing approximately 0.03 per cent. of the existing issued share capital of Allocate) which were received by persons acting in concert with Bidco; and

· 38,190,264 Allocate Shares (representing approximately 55.91 per cent. of the existing issued share capital of Allocate) which were subject to irrevocable undertakings.

Acceptance Condition satisfied and Offer wholly unconditional

Bidco announces that in light of the acceptances referred to above, the Acceptance Condition has now been satisfied and the Offer has become unconditional as to acceptances.

All of the other conditions to the Offer have now been satisfied or waived and, accordingly, the Offer is wholly unconditional.

Extension of Offer and actions to be taken

Bidco announces that the Offer, which remains subject to the terms and conditions set out in the Offer Document, will remain open for acceptance until further notice and at least 14 days' notice will be given if Bidco decides to close the Offer.

Allocate Shareholders who have not yet accepted the Offer and who wish to do so should take action to accept the Offer as soon as possible. Details of the procedure for doing so are set out below.

Compulsory acquisition, de-listing and re-registration

Bidco has received acceptances under the Offer in respect of 92.05 per cent. of Allocate Shares by nominal value and voting rights attaching to such shares. Bidco intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Allocate Shares in respect of which the Offer has not been validly accepted on the same terms as the Offer.

Since sufficient acceptances under the Offer have been received, Bidco intends to procure that Allocate will make an application to the LSE for the cancellation of trading in the Allocate Shares on AIM.

It is anticipated that subject to any applicable requirements of the London Stock Exchange, cancellation of admission to trading on AIM will take effect no earlier than 20 Business Days after the date of this announcement. Following such de-listing, Bidco intends to procure that Allocate re-registers from a public limited company to a private limited company.

Such cancellation and delisting will reduce the liquidity and marketability of any Allocate Shares not assented to the Offer and their value may be affected as a consequence. Any remaining Allocate Shareholders would become minority shareholders in a privately controlled limited company and may be unable to sell their Allocate Shares and there can be no certainty that any dividends or other distributions will be made by Allocate or that the Allocate Shareholders will again be offered as much as the Offer Price for the Allocate Shares held by them.

Procedure for acceptance of the Offer

Settlement of the consideration due to Allocate Shareholders who have provided valid and complete under the Offer by 1.00 p.m. on 26 November 2014 will be despatched (or in respect of Allocate Shares held in uncertificated form, credited through CREST) not later than 14 days from the date of this announcement. The consideration due to Allocate Shareholders who provide valid and complete acceptances under the Offer after the date of this announcement will be dispatched (or in respect of Allocate Shares held in uncertificated form, credited through CREST) within 14 days of the date on which such acceptances are received or, in the case of electronic acceptances, made.

Allocate Shareholders who have not yet accepted the Offer are urged to do so as soon as possible according to the following procedures:

If you hold Allocate Shares in certificated form: If you hold your Allocate Shares, or any of them, in certificated form (that is, NOT in CREST), to accept the Offer in respect of those Allocate Shares, you should complete, sign and return the Form of Acceptance enclosed with the Offer Document along with your valid share certificate(s) and/or any other relevant documents of title as soon as possible, so as to be received by post or by hand (during normal business hours only) to the Receiving Agent at Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. Further details on the procedures for acceptance of the Offer if you hold any of your Allocate Shares in certificated form are set out in paragraph 16(a) of Part II of the Offer Document, Part C of Appendix I to the Offer Document and in the accompanying Form of Acceptance.

If you hold Allocate Shares in uncertificated form: If you hold your Allocate Shares, or any of them, in uncertificated form (that is, in CREST), to accept the Offer in respect of those Allocate Shares, you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible. Further details on the procedures for acceptance of the Offer if you hold any of your Allocate Shares in uncertificated form are set out in paragraph 16(b) of Part II of the Offer Document and in Part D of Appendix I to the Offer Document. If you hold your Allocate Shares as a CREST sponsored member, you should refer acceptance of the Offer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

An Allocate Shareholder who has any questions relating to the Offer, or who is in any doubt as to how to complete the Form of Acceptance should contact Capita Asset Services between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday on 0871 664 0321 from within the UK or +44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephone and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial legal or tax advice.

Full details on how to accept the Offer are set out in the Offer Document, a copy of which is available on Bidco's website at www.acornbid.com.

Interests in relevant securities

Save for the interests set out below and in respect of which valid acceptances have been received, as at close of business on 26 November 2014, being the latest practicable date prior to publication of this announcement, neither Bidco nor any of the directors of Bidco nor (so far as Bidco is aware) any person acting in concert with Bidco (a) is interested in, or has any rights to subscribe for, any relevant securities of Allocate, or securities convertible or exchangeable into Allocate Shares, (b) has any short position (whether conditional or absolute and whether in the money or otherwise) in, including any short position under a derivative or any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, any relevant securities of Allocate or (c) has any borrowing or lending of any relevant securities of Allocate (save for any borrowed Allocate Shares which have been either on-lent or sold).

As at close of business on 26 November 2014, being the latest practicable date prior to publication of this announcement, the following interests were disclosable by Bidco or persons acting in concert with it:

Further information

Copies of the Offer Document and the Form of Acceptance are available (during normal business hours) from Capita Registrars of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

The expressions used in this announcement, unless the context otherwise requires, bear the same meaning as in the Offer Document dated 28 October 2014.

Important Notices

Investec, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively as financial adviser to Bidco and HgCapital and no one else in connection with the Offer and shall not be responsible to anyone other than Bidco and HgCapital for providing the protections afforded to clients of Investec nor for providing advice in connection with the Offer or any matter referred to in this Announcement.

William Blair, which is regulated by the Financial Conduct Authority in the UK, is acting as lead financial adviser to Allocate and no-one else in connection with the Offer and shall not be responsible to anyone other than Allocate for providing the protections afforded to customers of William Blair nor for affording advice in relation to the Offer or any matter referred to in this Announcement.

Numis, which is regulated by the Financial Conduct Authority in the UK, is acting as the joint financial adviser, nominated adviser and corporate broker to Allocate and no one else in connection with the Offer and shall not be responsible to anyone other than Allocate for providing the protections afforded to clients of Numis nor for providing advice in relation to the Offer or any matter referred to in this Announcement.

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer shall be made solely by means of an Offer Document and the Form of Acceptance accompanying the Offer Document, which shall contain the full terms and Conditions of the Offer, including details of how the Offer may be accepted.

This Announcement has been prepared for the purpose 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.

The Offer shall be subject to the applicable requirements of the Code, the Panel, the AIM Rules, the London Stock Exchange and the Financial Conduct Authority.

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

Overseas Shareholders

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

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Offer shall not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Offer shall not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.

The availability of the Offer to Allocate Shareholders who are not resident in the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or the United States should inform themselves of, and observe, any applicable requirements.

If you are a resident of the United States, please read the following:

The Offer is being made in reliance on, and compliance with, the exemption from the US Securities Exchange Act of 1934, as amended (the "Exchange Act") by Rule 14d-1(d). In the United States, the Offer is made solely by Bidco and not by any other party.

The Offer is being made for securities of an English company and is subject to United Kingdom disclosure requirements which are different from certain United States disclosure requirements. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom rules, which differ from United States payment and settlement procedures.

In accordance with normal United Kingdom market practice, Bidco or any person acting on its behalf may from time to time make certain market or private purchases of, or arrangements to purchase, directly or indirectly, Allocate Shares other than pursuant to the Offer. Any information about such purchases will be publicly announced as required by law or regulation in the United Kingdom and United States.

Forward-Looking Statements

This Announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition and other information published by Bidco and/or Allocate may contain statements which are, or may be deemed to be, "forward-looking statements". Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "will", "shall", "may", "should", "continue", "believe", "expect", "intend", "anticipate", "forecast", "plan" and "project" or similar expressions. Such statements reflect the relevant company's or person's current views with respect to future events and are subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied by such forward-looking statements.

Many of these risks, assumptions and uncertainties relate to factors that are beyond the companies' or relevant persons' abilities to control or estimate precisely, including the following: future market conditions, changes in general economic and business conditions, regulatory changes, the behaviour of other market participants, litigation, weak, volatile or illiquid capital and/or credit markets, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and Allocate operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could also cause actual results to differ materially from those in the forward-looking statements. Neither Bidco nor Allocate can give any assurance that the forward-looking statements will prove to have been correct. You should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. Neither Bidco nor Allocate undertakes any obligation to update or revise publicly any of the forward-looking statements set out in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

None of Allocate, Bidco or HgCapital, 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 (including the information incorporated by reference into this announcement) will actually occur. You are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.

No profit forecasts or estimates

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

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 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 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 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 http://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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Allocate Shareholders, persons with information rights and other relevant persons for the receipt of communications from Allocate may be provided to Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

Publication on website and Availability of Hard Copies

This Announcement and the Offer Document, together with all information incorporated into this document by reference to another source, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, shall be available on Bidco's and Allocate's websites at www.acornbid.com and www.allocatesoftware.com respectively by no later than 12 noon (London time) on 29 October 2014. For the avoidance of doubt, the contents of those websites are not incorporated and do not form part of this Announcement.

You may request a hard copy of this Announcement, the Offer Document and/or any information incorporated into this document by reference to another source by writing to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling 0871 664 0321 (or, if calling from outside the UK, on +44 20 8639 3399). Calls within the UK cost 10 pence per minute (including VAT) plus network extras, lines are open 9.00 a.m. to 5.30 p.m., Monday to Friday. Calls from outside the UK will be charged at the applicable international rate. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

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 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Allocate confirms that as at the date of this announcement, it has in issue and admitted to trading on AIM 68,305,539 ordinary shares of £0.05 each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB0004368766.