APP.L Regulatory News (APP)

28 Feb 2023 14:27

28 February 2023

RECOMMENDED OFFER

FOR

APPRECIATE GROUP PLC ("APPRECIATE GROUP")

BY

PAYPOINT PLC ("PAYPOINT")

ADMISSION OF CONSIDERATION SHARES

Further to the announcement made by PayPoint earlier today that it had completed its acquisition of Appreciate Group (the “Acquisition”), PayPoint announces that the 3,565,382 New PayPoint Shares to be issued in connection with the Acquisition will be admitted to the premium listing segment of the FCA’s Official List and to trading on the Main Market of the London Stock Exchange with effect from 8.00 am on 1 March 2023. The New PayPoint Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing PayPoint Shares.

In accordance with the terms of the Scheme, admission of the Appreciate Group Shares to trading on AIM will be cancelled with effect from 7.00 am on 1 March 2023.

Holders of Appreciate Group Shares on the register at the Scheme Record Time, being 6.00 p.m. on 27 February 2023, will receive 0.0190 New PayPoint Shares for each Appreciate Group Share held by them. The CREST accounts of Appreciate Group Shareholders will be credited with their New PayPoint Shares by no later than 14 March 2023. The latest date for despatch of share certificates for New PayPoint Shares for those Appreciate Group Shareholders who do not hold their Appreciate Group Shares in CREST is 14 March 2023.

Appreciate Group Shareholders who receive New PayPoint Shares under the terms of the Acquisition will not qualify to receive the previously declared interim dividend of 18.4 pence per PayPoint Share which was declared on 24 November 2022 and the second instalment of which is to be paid on 6 March 2023 to PayPoint Shareholders who were on the PayPoint register of members on 3 February 2023. Future ex-dividend dates, record dates and payment dates will be announced through a Regulated News Service release and published on PayPoint’s website in the normal way.

Following admission of the New PayPoint Shares, PayPoint will have 72,556,001 ordinary shares in issue. The total voting rights in PayPoint will be 72,556,001 and this figure may be used by shareholders from 8.00 am on 1 March 2023 as the denominator for the calculations by which they may determine if they are required to notify their interest in, or a change to their interest in, the share capital of PayPoint under the FCA's Disclosure Guidance and Transparency Rules.

Unless otherwise defined, capitalised terms used in this announcement shall have the meanings given to them in the circular posted to Appreciate Group Shareholders on 2 December 2022 in relation to the Acquisition.

Enquiries:

PayPoint

Jefferies International Limited (Financial adviser and corporate broker to PayPoint)

FGS Global (Public relations adviser to PayPoint)

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