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.

28 October 2014

RECOMMENDED CASH OFFER

for

Allocate Software Plc ("Allocate")by

Acorn Bidco Limited ("Bidco")

SWITCH FROM SCHEME OF ARRANGEMENT TO TAKEOVER OFFER

Summary

· 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.

· With the consent of the Panel and Allocate, Bidco announces that it will implement the Acquisition of the entire issued and to be issued share capital of Allocate by way of a recommended takeover offer.

· The Offer Document which has been published today contains the terms and conditions of the Offer and procedures for acceptance. The Forms of Acceptance have also been published today.

· The terms of the Offer remain unchanged from those outlined in the Original Announcement. The Offer is being made on the basis of 153.55 pence in cash for each Allocate Share. In addition, Allocate Shareholders on the register on 14 November 2014 will receive the Final Dividend of 1.45 pence per Allocate Share, assuming this is approved by the Allocate Shareholders at the Annual General Meeting to be held on 27 November 2014.

· The board of Bidco believes that by implementing the Acquisition by way of the Offer, Allocate Shareholders will have an opportunity to receive the consideration due under the Offer on an expedited basis.

· Bidco intends, after the Offer becomes wholly unconditional, to procure the making of an application by Allocate to the appropriate authorities for the cancellation of the admission of Allocate Shares to trading on AIM, both not less than 20 Business Days after the Offer becomes wholly unconditional. If all Conditions are satisfied, fulfilled or, to the extent permitted, waived and sufficient acceptances are received and/or sufficient Allocate Shares are otherwise acquired, Bidco intends to apply the provisions of Chapter 3 of Part 28 of the Act to acquire compulsorily any outstanding Allocate Shares.

· The Conditions of the Acquisition as outlined in the Original Announcement are being amended only insofar as required to implement the Acquisition by way of the Offer. The amended conditions are set out in Appendix I to this Announcement.

· The Acquisition will no longer be implemented by way of the previously announced scheme of arrangement. If Allocate Shareholders wish to accept the Offer it is therefore important that they follow the instructions contained in the Offer Document as any elections or forms of proxy submitted in connection with the scheme of arrangement will have no effect in relation to the Offer made by way of the Offer Document.

· The Offer values the entire existing issued share capital of Allocate at approximately £109.6 million and represents:

· 35.3 per cent. to the Closing Price per Allocate Share of 113.5 pence on 13 October 2014, being the last Dealing Day prior to the date of the Original Announcement;

· 31.6 per cent. to the average Closing Price per Allocate Share of 116.7 pence for the three months prior to the date of the Original Announcement; and

· 37.3 per cent. to the average Closing Price per Allocate Share of 111.9 pence for the 12 months prior to the date of the Original Announcement,

and exceeds by over 30 per cent. the highest Closing Price of an Allocate Share in over ten years (excluding the period since the Original Announcement).

Timetable and actions to be taken

· The First Closing Date of the Offer is 26 November 2014.

· Further details of the expected timetable and details of how to accept the Offer are set out in the Offer Document.

Meetings

· Now that the Acquisition is to be implemented by way of a recommended takeover offer the Scheme may not proceed and it is intended that the Court Meeting and the General Meeting convened for 13 November 2014 in accordance with the notices of those meetings set out in the Scheme document dated 22 October 2014 will be adjourned without assigning a day for a further meeting or hearing. The Annual General Meeting of Allocate convened for 27 November 2014 will proceed in accordance with the Notice of Annual General Meeting proposed to be sent to Allocate Shareholders on or around 3 November 2014.

Interests in Allocate Shares

· Persons acting in concert with Bidco, HgCapital and the HgCapital Funds hold 18,000 Allocate Shares, representing 0.03 per cent. of the issued ordinary share capital of Allocate on 27 October 2014, being the last practicable date prior to the date of this announcement.

· The irrevocable undertakings already obtained from each of the Allocate Directors who hold Allocate Shares, Herald Investment Management Ltd, Kabouter Management LLC, Hargreave Hale, Artemis Investment Management LLP and GVO Investment Management Ltd in respect of 38,190,264 issued Allocate Shares representing, in aggregate, approximately 55.9 per cent. of the issued ordinary share capital of Allocate on 27 October 2014, being the last practicable date prior to the date of this announcement, remain binding in respect of the Offer.

General

· Save as set out above, the Offer is on the same terms and conditions as set out in the Original Announcement.

Recommendation

· The Allocate Directors, who have been so advised by William Blair, consider the terms of the Offer to be fair and reasonable. In providing advice to the Allocate Directors, William Blair has taken into account the commercial assessments of the Allocate Directors. William Blair is providing independent financial advice for the purposes of Rule 3 of the Code to the Allocate Directors.

· The Allocate Directors consider that the Offer is in the best interests of the Company as a whole and, accordingly, recommend unanimously that Allocate Shareholders accept the Offer, as the Allocate Directors who hold Allocate Shares have irrevocably undertaken to do in respect of their entire beneficial holdings of 1,604,984 Allocate Shares (representing, in aggregate, approximately 2.3 per cent. of the issued ordinary share capital of Allocate on 27 October 2014, being the last practicable date prior to the publication of this Announcement).

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 68,300,539 ordinary shares of £0.05 each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB0004368766.

APPENDIX ICONDITIONS AND FURTHER TERMS OF THE OFFER

1 Conditions of the Offer

The Offer shall be subject to the following Conditions:

(a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date (or such later time(s) and/or date(s) as Bidco may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of not less than 75 per cent. (or such lower percentage as Bidco may, subject to the Code, decide) in nominal value of the Allocate Shares to which the Offer relates and of the voting rights attached to those shares, provided that this Condition shall not be satisfied unless Bidco (together with its wholly owned subsidiaries) shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) Allocate Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Allocate including for this purpose (except to the extent otherwise agreed by the Panel) any such voting rights attaching to Allocate Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

For the purposes of this Condition:

(i) Allocate Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise shall be deemed to carry the voting rights they shall carry upon issue;

(ii) the expression "Allocate Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act;

(iii) Allocate Shares that cease to be held in treasury before the Offer becomes or is declared unconditional as to acceptances are Allocate Shares to which the Offer relates; and

(iv) valid acceptances shall be deemed to have been received in respect of Allocate Shares which are treated for the purposes of Part 28 of the Companies Act as having been acquired or contracted to be acquired by Bidco by virtue of acceptances of the Offer;

(b) all necessary notifications, filings and applications having been made in connection with the Offer, all regulatory and statutory obligations in any relevant jurisdiction having been complied with in connection with the Offer and all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulations of any relevant jurisdiction having expired, lapsed or been terminated in each case in respect of the Offer or any aspect of the Offer, the acquisition or proposed acquisition of any shares or other securities in, or control of, Allocate or any other member of the Wider Allocate Group by any member of the Wider Bidco Group or the carrying on by any member of the Wider Allocate Group of its business;

(c) except as Disclosed, there being no provision of any agreement, arrangement, lease, licence, permit or other instrument to which any member of the Wider Allocate Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, which in each case as a consequence of the Offer, the acquisition or proposed acquisition of any shares or other securities in Allocate or because of a change in the control or management of any member of the Wider Allocate Group or otherwise, could reasonably be expected to result in (in each case to an extent which is material in the context of the Wider Allocate Group taken as a whole):

(i) any such agreement, arrangement, lease, licence, permit or other instrument or the rights, liabilities, obligations, interests or business of any member of the Wider Allocate Group under any such agreement, arrangement, lease, licence, permit or other instrument or the interests or business of any such member in or with, any person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being or becoming capable of being terminated, modified or affected or any obligation or liability arising or any action being taken or arising thereunder;

(ii) any asset owned or used by any member of the Wider Allocate Group, or any interest in such asset, being or falling to be disposed of or charged or ceasing to be available to any member of the Wider Allocate Group or any right arising under which any such asset or interest could be required to be disposed of or charged or cease to be available to any member of the Wider Allocate Group;

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

(iv) the business, assets, liabilities, value or operational performance of any member of the Wider Allocate Group or its financial or trading position or profits being prejudiced or adversely affected;

(v) any member of the Wider Allocate Group ceasing to be able to carry on business under any name which it at present uses;

(vi) the creation or acceleration of any liability (actual or contingent) by any member of the Wider Allocate Group other than to trade creditors in the ordinary course of business;

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

(viii) any requirement on any member of the Wider Allocate Group to acquire, subscribe, pay up or repay any shares or other securities; or

(ix) monies borrowed by or any other indebtedness (actual or contingent) of, or any grant available to any member of the Wider Allocate 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 such member to borrow monies or incur any indebtedness becoming or being withdrawn or inhibited,

(x) and no event having occurred which, under any provision of any agreement, arrangement, lease, licence, permit or other instrument to which any member of the Wider Allocate Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could reasonably be expected to result in any of the events or circumstances as are referred to in paragraphs (i) to (ix) (inclusive) of this condition 1(c);

(d) no government or governmental, quasi-governmental, supranational, statutory, regulatory, fiscal, environmental or investigative body (including without limitation, any national or supranational anti-trust or competition authority), court, trade agency, association, institution, employee representative body or any other person or body whatsoever in any relevant jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten in writing any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having made, proposed or enacted, any statute, regulation, decision, order or change to published practice, or taken any other steps which in each case would reasonably be expected to:

(i) require, prevent, limit or delay the divestiture, or alter the terms for any proposed divestiture, by any member of the Wider Allocate Group or by any member of the Wider Bidco Group of all or any part of their respective businesses, assets, undertakings or properties or impose any limitation on the ability of any of them to conduct all or any part of their respective businesses or to own or control all or any part of their respective assets or properties;

(ii) require, prevent, limit or delay the divestiture by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider Allocate Group;

(iii) impose any limitation on, or result in a delay in, the ability of any member of the Wider Bidco Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Allocate Group or on the ability of any member of the Wider Allocate Group to hold or exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities (or the equivalent) in any member of the Wider Allocate Group or to exercise voting or management control over any such member of the Wider Allocate Group;

(iv) other than pursuant to the implementation of the Offer, require any member of either the Wider Bidco Group or the Wider Allocate Group to acquire, offer to acquire, redeem or repay any shares or other securities (or interest in) and/or any indebtedness of any member of either the Wider Allocate Group or the Wider Bidco Group owned by or owed to any third party or any asset owned by any third party;

(v) make the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Allocate Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, prevent, restrain, restrict, prohibit, or delay the same, or otherwise impose any additional conditions or financial or other obligations with respect thereto, or otherwise challenge, hinder or interfere therewith or require amendment to the Offer or its implementation;

(vi) otherwise affect any or all of the business, assets, liabilities, value, operational performance, financial or trading positions or profits of any member of either the Wider Allocate Group or the Wider Bidco Group;

(vii) impose any limitation on the ability of any member of either the Wider Bidco Group or the Wider Allocate Group to conduct or integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of either the Wider Bidco Group or the Wider Allocate Group;

(viii) require any member of the Wider Allocate Group to relinquish, terminate or amend in any way any contract to which any member of the Wider Allocate Group is a party; or

(ix) result in any member of the Wider Allocate Group ceasing to be able to carry on business under any name under which it presently does so, to an extent in each case which is material in the context of the Offer, Wider Allocate Group or the Wider Bidco Group in each case taken as a whole, and all applicable waiting and other time periods (including extensions thereof) during which any Third Party could take, institute, implement or threaten in writing any action, proceedings, suit, investigation, enquiry or reference or any other step under the laws of any relevant jurisdiction in respect of the Offer or the proposed acquisition of any Allocate Shares or otherwise intervene having expired, lapsed or been terminated;

(e) all notifications, notices, filings or applications in connection with the Acquisition or any aspect of the Offer that are deemed by Bidco to be necessary or appropriate having been made and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation having expired, lapsed or been terminated (as appropriate) and all authorisations, orders, grants, consents, clearances, licences, confirmations, permissions and approvals which are deemed by Bidco (acting reasonably) to be necessary or appropriate ("Authorisations"), in any jurisdiction, for and in respect of the Offer or any aspect of the Offer, or the acquisition or proposed acquisition by any member of the Wider Bidco Group of any shares or other securities in, or control or management of, any member of the Wider Allocate Group by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties and persons or bodies with whom any member of either the Wider Allocate Group or the Wider Bidco Group has entered into contractual arrangements, and all such Authorisations together with all authorisations, orders, grants, consents, clearances, licences, confirmations, permissions and approvals ("Business Authorisations") deemed by Bidco (acting reasonably) to be necessary or appropriate for any member of the Wider Allocate Group to carry on its business in any jurisdiction having been obtained and remaining in full force and effect and all filings necessary for such purpose have been made and there being no notice to revoke, suspend, modify, restrict or not to renew any of the same at the time at which the Offer becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with to an extent in each case which is or would be material in the context of the Wider Allocate Group or the Wider Bidco Group taken as a whole;

(f) no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order threatened in writing or issued and being in effect by a court or other Third Party which has the effect of making the Offer or any acquisition or proposed acquisition of any shares or other securities or control or management of, any member of the Wider Allocate Group by any member of the Wider Bidco Group, or the implementation of either of them, void, voidable, illegal and/or enforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, prohibiting, preventing, restraining, restricting, delaying or otherwise interfering with the consummation or the approval of the Offer or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Allocate Group by any member of the Wider Bidco Group to an extent in each case which is or would be material in the context of either the Wider Allocate Group or the Wider Bidco Group taken as a whole;

(g) since 31 May 2014 and save as Disclosed, no member of the Wider Allocate Group having:

(i) save as between Allocate and any wholly owned subsidiary of Allocate or between the wholly owned subsidiaries of, agreed to issue, authorised or announced its intention or a proposal to authorise the issue of additional shares of any class, or securities or of securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or redeemed, purchased or repaid or announced any proposal to redeem, purchase or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital;

(ii) other than (i) the Final Dividend; or (ii) lawfully paid or made by any wholly owned subsidiary of Allocate to Allocate or any of its wholly owned subsidiaries, recommended, declared, paid or made or announced a proposal to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

(iii) save for transactions between members of the Wider Allocate Group, merged with (however effected) or demerged from or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or announced any intention or proposal to do so, in each case, other than in the ordinary and proper course of its trade;

(iv) made, authorised or announced an intention or a proposal to any change in its loan capital;

(v) issued, authorised or announced an intention or a proposal to authorise or propose the issue of or made any change in or to the terms of any debentures or (save as between Allocate and any of its wholly owned subsidiaries or between such subsidiaries) incurred or increased any indebtedness or become subject to any liability (actual or contingent);

(vi) other than pursuant to the Offer (and except for transactions in the ordinary course of its business or between Allocate and any wholly owned subsidiary of Allocate or between the wholly owned subsidiaries of Allocate), entered into, implemented, effected, or authorised, or announced its intention or a proposal to enter into or implement or effect, any reconstruction, amalgamation, joint venture, asset or profit sharing scheme, partnership, commitment, composition, assignment or other transaction or arrangement otherwise than the Offer;

(vii) entered into, varied, authorised or announced its intention or a proposal to enter into, or vary any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which could reasonably be expected to involve an obligation of a nature or magnitude or which is, in any such case, material in the context of the Wider Allocate Group as a whole;

(viii) taken or announced an intention or proposal to take any steps, any corporate action or had any legal proceedings instituted or threatened in writing against it or petition presented or order made in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, manager, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed to an extent in each case which is material in the context of the Wider Allocate Group taken as a whole;

(ix) been unable, or admitted that it is unable, to pay its debts as they fall due 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;

(x) entered into any licence or other disposal of intellectual property rights of any member of the Wider Allocate Group which are material in the context of the Wider Allocate Group and outside the ordinary and proper cause of its trade;

(xi) waived or compromised or settled any claim otherwise than in the ordinary and proper course of its trade;

(xii) entered into any contract, commitment, arrangement or agreement or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention or proposal to effect any of the transactions, matters or events referred to in this condition (g);

(xiii) made any alteration to its memorandum or articles of association (in each case, other than an alteration in connection with the Offer and agreed to by Bidco);

(xiv) announced a proposal to or agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Allocate Group or entered into or changed, or announced its intention or a proposal to enter into or change the terms of any contract, commitment, arrangement or contract with any director or senior executive of the Wider Allocate Group;

(xv) terminated or varied the terms of any agreement or arrangement between any member of the Wider Allocate Group and any other person in a manner which would or might be expected to have a material adverse effect on the financial position of the Wider Allocate Group taken as a whole; or

(xvi) taken (or agreed to take or announced any intention or proposal to take) any action which requires, or would require, the consent of the Panel or the approval of Allocate Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;

(h) since 31 May 2014 and save as Disclosed:

(i) there having been no adverse change or deterioration in the business, assets, liabilities, value, financial or trading position or profits of any member of the Wider Allocate Group to an extent which is material to the Wider Allocate Group (taken as a whole);

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened in writing, announced or instituted by or against (or remaining outstanding) by any member of the Wider Allocate Group or to which any member of the Wider Allocate Group is or may become a party (whether as a claimant, defendant or otherwise) and no enquiry, review, investigation or enforcement proceedings by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Allocate Group having been instituted, announced, implemented or threatened by or against (or remaining outstanding) any member of the Wider Allocate Group in each case to an extent which is or might reasonably be expected to be material to the Wider Allocate Group (taken as a whole);

(iii) no contingent or other liability having arisen, increased or become apparent that might reasonably be likely adversely to affect the business, assets, value, liabilities, financial or trading position or profits, operational performance or prospects of any member of the Wider Allocate Group to an extent which is or might reasonably be expected to be material to the Wider Allocate Group (taken as a whole);

(iv) other than in the ordinary course of its business, no amendment or termination of any joint venture or partnership to which any member of the Wider Allocate Group is a party having been agreed or permitted; and

(v) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Allocate Group which is necessary for the proper carrying on of its business to an extent which is material to the Wider Allocate Group (taken as a whole);

(i) since 31 May 2014 and save as Disclosed, Bidco not having discovered:

(i) that any financial, business or other information concerning the Wider Allocate Group as contained in the information publicly announced or disclosed to any member of the Wider Bidco Group or any of their advisers at any time by or on behalf of any member of the Wider Allocate Group or any of their advisers, is misleading or contains any misrepresentation of fact or omits to state a fact necessary to make that information not misleading and was not subsequently corrected before the date of the Announcement by disclosure either publically (via an RIS) or in writing to Bidco;

(ii) that any member of the Wider Allocate Group is subject to any liability (actual, contingent or otherwise) which is not disclosed in the published annual report and accounts of Allocate for the year ended 31 May 2014; or

(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Allocate Group, in each case, to an extent or in a manner which is or might reasonably be expected to be material in the context of the Allocate Group;

(j) save as Disclosed, Bidco not having discovered that:

(i) since 31 May 2014, any circumstance has arisen or event has occurred in relation to any intellectual property owned or used by any member of the Whole Allocate Group which would have a material adverse effect on the Whole Allocate Group (taken as a whole) or is otherwise material in the context of the Offer, including:

(A) any member of the Wider Allocate Group losing its title to any intellectual property material to its business, or any intellectual property owned by the Wider Allocate Group and material to its business being revoked, cancelled or declared invalid;

(B) any claim being asserted in writing by any person challenging the ownership of any member of the Wider Allocate Group to, or the validity or effectiveness of, any of its intellectual property; or

(C) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Allocate Group being terminated or varied;

(ii) any past or present member of the Wider Allocate Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the Wider Allocate Group to an extent which is material in the context of the Wider Allocate Group as a whole;

(iii) there is, or is likely to be, for that or any other reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider Allocate Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Allocate Group, under any environmental legislation, regulation, notice, circular or order of any Third Party in any jurisdiction or indemnify any person in relation thereto to an extent which is material in the context of the Wider Allocate Group as a whole;

(iv) circumstances exist (whether as a result of the Offer or otherwise):

(A) which would be likely to lead to any Third Party instituting; or

(B) whereby any member of the Wider Allocate Group or any present or past member of the Wider Allocate Group would be likely to be required to institute,

an environmental audit or take any other steps which would in any such case be reasonably likely to result in any liability (whether actual or contingent) to improve, modify existing or install new plant, machinery or equipment or carry out changes in the processes currently carried out or make good, remediate, repair, re instate or clean up any land or other asset currently or previously owned, occupied or made use of by any past or present member of the Wider Allocate Group (or on its behalf) or by any person for which a member of the Wider Allocate Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest to an extent which is material in the context of the Wider Allocate Group as a whole;

(v) there is, or is likely to be expected to be, or there has been, any claim brought against any member of the Wider Allocate Group by a person or class of persons in respect of any liability (actual or contingent) of any member of the Wider Allocate Group as a result of or relating to, any material, chemical, product or process of manufacture or materials now or previously held, used, sold, manufactured, carried out or under development or research by any past or present member of the Wider Allocate Group to an extent which is material in the context of the Wider Allocate Group as a whole;

(vi) any member of the Wider Allocate Group or any person that performs or has performed services for or on behalf of any such company is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation;

(vii) any member of the Wider Allocate Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations (2006) (each as amended); and

(viii) any asset of any member of the Wider Allocate Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

These conditions are inserted for the benefit of Bidco. Each of these conditions shall be regarded as a separate condition and not be limited by reference to any other condition.

For the purposes of these conditions, "Disclosed" shall mean any information which has been fairly disclosed (i) in the annual report and accounts of Allocate for the year ended 31 May 2014; (ii) in writing by or on behalf of Allocate to HgCapital on or before 27 October 2014; (iii) in this document; or (iv) has otherwise been announced publicly and delivered by or on behalf of Allocate through an RIS prior to the date of the Announcement.

2 Waiver and amendment of Conditions

2.1 Unless Bidco otherwise determines, the Acceptance Condition shall be capable of being satisfied or being treated as satisfied only at the time when all of the other Conditions 1(b) to 1(j) inclusive have either been satisfied, fulfilled or, to the extent permitted, waived.

2.2 Bidco reserves the right to waive, in whole or in part, all or any of the above Conditions 1(b) to 1(j) (inclusive).

2.3 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 1(b) to 1(j) above (inclusive) by a date earlier than the latest date specified above for 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.

2.4 If the Panel requires Bidco to make an offer for Allocate Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to the Conditions of the Offer, including the Acceptance Condition and terms of the Offer, as are necessary to comply with the provisions of that Rule.

3 Certain Terms of the Offer

3.1 The Offer shall lapse if:

(a) in so far as the Offer or any matter arising from or relating to the Offer constitutes a concentration with a Community dimension within the scope of the Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority in the United Kingdom under Article 9(1) of the Regulation and there is then a Phase 2 CMA Reference; or

(b) in so far as the Offer or any matter arising from the Offer does not constitute a concentration with a Community dimension within the scope of the Regulation, the Offer or any matter arising from or relating to the Offer becomes subject to a Phase 2 CMA Reference,

in each case, before the later of 1.00pm (London time) on the First Closing Date and the date when the Offer becomes or is declared unconditional as to acceptances.

3.2 If the Offer so lapses, the Offer shall cease to be capable of further acceptance and accepting Allocate Shareholders and Bidco shall cease to be bound by Forms of Acceptance and Electronic Acceptances submitted before the time when the Offer lapses.

3.3 The Allocate Shares acquired under the Offer shall be acquired 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 attaching to them on or after the date of the Announcement, including, without limitation, voting rights and, with the exception of the Final Dividend, the right to receive and retain in full all dividends and other distributions (if any) declared, paid or made, or any other return of capital (whether by reduction of share capital or share premium or otherwise) made, on or after that date.

3.4 If, after 28 October 2014 but prior to all the conditions to the Offer having been fulfilled or (if capable of waiver) waived and for so long as the Offer remains open for acceptance, other than the Final Dividend, any dividend or other distribution is declared, paid or made by Allocate (a "relevant distribution"), Bidco reserves the right (without prejudice to any right of Bidco, with the consent of the Panel, to invoke the condition set out in paragraph 1(g)(ii) of Part A of Appendix I) to reduce the consideration payable under the Offer in respect of an Allocate Share (the "Offer Price") by the amount of such dividend or distribution. If such reduction occurs, any reference in this Offer Document to the Offer Price shall be deemed to be a reference to the Offer Price as so reduced and, notwithstanding the terms on which the Allocate Shares are expressed to be acquired by Bidco pursuant to the Offer in Appendix I, the Allocate Shares shall be acquired by or on behalf of Bidco pursuant to the Offer together with all rights now and hereafter attaching to such shares including the right to receive in full all dividends and other distributions (if any) declared, paid or made on or after the date of the Announcement including the right to receive or retain the relevant distribution. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement in accordance with paragraph 2.4 of Part B of Appendix I and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Offer.

3.5 The Offer shall lapse unless all the above Conditions have been fulfilled or waived (if capable of waiver) or, where appropriate, have been determined by Bidco to be or remain satisfied, by midnight (London time) on the twenty-first day after the later of the First Closing Date and the date on which the Acceptance Condition is fulfilled (or, in each case, such later date as Bidco may, with the consent of the Panel, decide).

3.6 If the Offer lapses or is withdrawn, it shall cease to be capable of further acceptance and accepting holders of Allocate Shares, Bidco and Investec shall cease to be bound by Forms of Acceptance submitted before the time the Offer lapses or is withdrawn.

APPENDIX IIDEFINITIONS

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

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 Announcement.

All references to time in this Announcement are to London, UK time unless otherwise stated.