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Recommended Acquisition of Attraqt

29 Sep 2022 07:00

RNS Number : 0920B

Crownpeak Technology, Inc.

29 September 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

29 September 2022

RECOMMENDED CASH OFFER

AEGEAN BIDCO LIMITED

(an indirect wholly-owned subsidiary of Crownpeak Holdings, LLC)

for

ATTRAQT GROUP PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Summary

· The board of directors of Aegean Bidco Limited ("Bidco"), an indirect wholly-owned subsidiary of Crownpeak Holdings, LLC ("Crownpeak"), and the board of directors of Attraqt Group plc ("Attraqt") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of Attraqt (the "Acquisition").

· Under the terms of the Acquisition, each Attraqt Shareholder will be entitled to receive:

30 pence in cash per Attraqt Share

· The Acquisition values the entire issued and to be issued share capital of Attraqt at approximately £63.2 million.

· The Acquisition Price represents a premium of approximately:

- 71.43 per cent. to the Closing Price of 17.50 pence per Attraqt Share on 28 September 2022 (being the last Business Day prior to the date of this Announcement);

- 55.33 per cent. to the Volume Weighted Average Price per Attraqt Share during the three month period ended 28 September 2022; and

- 21.70 per cent. to the Volume Weighted Average Price per Attraqt Share during the six month period ended 28 September 2022.

· It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

Background to and reasons for the Acquisition

· Crownpeak believes Attraqt to be an excellent fit for its investment and strategic criteria, based on Attraqt's strong position in attractive markets, technology-led business model, and multiple levers for future value creation.

· Attraqt has a leading position in delivering omni-channel AI-powered search, merchandising, and recommendation software to the eCommerce sector. The business is backed by a strong leadership team, which has successfully managed the business through a series of recent strategic acquisitions in order to enhance and consolidate its market position.

· Crownpeak believes that the combination of Crownpeak's leading Digital Experience Platform and Attraqt's AI-powered search, merchandising and recommendation software for eCommerce will provide existing and future customers significant value and achieve scale that will enable continued innovation of market-leading solutions that enable customers to provide optimal digital experiences for end consumers.

· The Acquisition also brings Crownpeak greater scale in the United Kingdom and European markets, and Crownpeak believes that Attraqt presents a platform from which to grow its geographic reach, with both regions being key strategic focus areas of both organic and future acquisitive growth for Crownpeak.

· Finally, Crownpeak also believes that in order to maximise its future potential, Attraqt would be better suited to a private company environment, where initiatives to improve the performance of the business can be implemented effectively, with appropriate support, capital and assistance from Crownpeak, free from the requirement to meet the public equity market's shorter-term reporting requirements and expectations, and the costs, constraints and distractions associated with being a publicly traded company.

Recommendation

· The Attraqt Directors, who have been so advised by Raymond James as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Attraqt Directors, Raymond James has taken into account the commercial assessments of the Attraqt Directors. Raymond James is providing independent financial advice to the Attraqt Directors for the purposes of Rule 3 of the Code.

· Accordingly, the Attraqt Directors intend to recommend unanimously that the Attraqt Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer), as the Attraqt Directors who hold Attraqt Shares (in a personal capacity or through a nominee) have irrevocably undertaken to do in respect of their own beneficial holdings (and their connected persons') of 794,351 Attraqt Shares (representing, in aggregate, approximately 0.39 per cent. of the Attraqt Shares in issue on 28 September 2022 (being the last Business Day prior to the date of this Announcement)).

Irrevocable undertakings and letters of intent

· In addition to the irrevocable undertakings from the Attraqt Directors, Bidco has also received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and Resolutions to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) from Kestrel Partners LLP, Ruffer LLP and Herald Investment Management Limited in respect of 47,277,945 Attraqt Shares (representing, in aggregate, approximately 23.46 per cent. of the Attraqt Shares in issue on 28 September 2022 (being the last Business Day prior to the date of this Announcement)).

· In addition to the irrevocable undertakings, Bidco has received letters of intent to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) from Hargreave Hale Limited and Lombard Odier Asset Management (Europe) Limited in respect of 36,817,826 Attraqt Shares (representing, in aggregate, approximately 18.27 per cent. of the Attraqt Shares in issue on 28 September 2022 (being the last Business Day prior to the date of this Announcement)).

· In total therefore, as at the date of this Announcement, Bidco has received irrevocable undertakings and letters of intent to vote or procure votes in favour of the Scheme at the Court Meeting with respect to a total of 84,890,122 Attraqt Shares (representing approximately 42.12 per cent. of the Attraqt Shares in issue on 28 September 2022 (being the last Business Day prior to the date of this Announcement). Full details of the irrevocable undertakings and letters of intent received by Bidco are set out in Appendix III to the date of this Announcement.

Information on Bidco, Crownpeak and K1 Investment Management

· Bidco has been incorporated under the laws of England and Wales for the purposes of the Acquisition. It has not traded since its incorporation. Bidco is an indirect, wholly-owned subsidiary of Crownpeak.

· Founded in 2001, Crownpeak empowers its customers to effortlessly orchestrate digital experiences. Crownpeak's cloud-native SaaS Digital Experience Platform (DXP) enables over 1,000 market-leading brands to deliver personalised digital experiences across all content channels through enterprise-grade content management. Customers can compose, manage, deliver, and optimise digital experiences over all channels. For Marketers and the IT teams that support Marketing, the Crownpeak DXP provides content creation, management, and delivery scalability to enterprises - delivering the right content across all devices and platforms to millions of global visitors. By providing a consistent omni-channel experience across all brands, customers can grow loyalty, increase eCommerce revenues, and deepen personalised engagement with their consumers, partners, and employees. Approximately 93.5 per cent. of Crownpeak's issued share capital is owned by funds managed or advised by K1 Investment Management and its affiliates, and approximately 6.5 per cent. of Crownpeak's issued share capital is owned by funds managed or advised by Trinity Alps Capital Partners.

· K1 Investment Management is a leading private investment firm focused solely on enterprise software, with over $13 billion of assets under management and having completed over 200 investments.

Timetable and Conditions

· It is intended that the Acquisition be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The purpose of the Scheme is to provide for Bidco to become the owner of the whole of the issued and to be issued share capital of Attraqt. The Scheme will be put to Attraqt Shareholders at the Court Meeting and to Attraqt Shareholders at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Attraqt Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. The implementation of the Scheme must also be approved by Attraqt Shareholders at the General Meeting.

· The Acquisition is subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document.

· It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with associated forms of proxy, will be posted to Attraqt Shareholders within 28 days of this Announcement (or such later time as Attraqt, Bidco and the Takeover Panel agree) and the meetings are expected to be held shortly thereafter.

· The Acquisition is currently expected to complete during the fourth quarter of 2022, subject to the satisfaction or waiver of the Conditions. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.

Commenting on the Acquisition, Jonah Paransky, CEO of Crownpeak, said:

"The combination of Attraqt with Crownpeak now provides the opportunity to combine market-leading digital experience platform (DXP) capabilities with AI-powered search, merchandising and recommendations for eCommerce. Customers can now realise a unified approach to drive content-driven commerce experiences to all digital channels."

Commenting on the Acquisition, Tom Crawford, Chairman of Attraqt, said:

"We are proud of the significant progress that Attraqt has made over the last few years, particularly since the acquisition of Fredhopper in 2017, and Early Birds more recently in 2019. Whilst we remain excited about the prospects for the business on a standalone basis, we have been in discussions with Crownpeak and received a proposal that we believe is compelling for all of our stakeholders. We are pleased that Crownpeak is supportive of the acceleration of Attraqt's existing strategy and believe that Attraqt will benefit from Crownpeak's approach to value creation, and with K1 Investment Management, their combined experience in successfully building high-growth businesses fulfilling their potential. As a result of the Acquisition, we believe Attraqt will be both nimbler in executing its strategy and able to build a business capable of sustainable longer-term growth, with stronger operating leverage and profitability.

Having carefully considered the range of options available to Attraqt, including the terms of the proposed Acquisition, the Attraqt Board has concluded that the Acquisition, which offers certainty of cash value to the Attraqt Shareholders, is in the best interests of Attraqt, its shareholders and wider stakeholders, and as such are unanimously recommending the Acquisition to shareholders."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices. In particular, the Acquisition is subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings and letters of intent referred to in this Announcement. Appendix IV contains definitions of certain terms used in this Announcement.

Enquiries:

Attraqt

Tom Crawford, Chairman via Raymond James

Mark Adams, Chief Executive Officer

Eric Dodd, Chief Financial Officer

Raymond James (Financial Adviser to Attraqt)

Junya Iwamoto Tel: + 44 (0) 20 3 798 5700

William Tridimas

Felix Beck

Jessica Johnston

Canaccord Genuity (Nominated Adviser and Broker to Attraqt)

Simon Bridges Tel: + 44 (0) 20 7 523 8000

Adam JamesThomas Diehl

Alma PR (Financial PR to the Company)

Sam Modlin Tel: + 44 (0) 20 3 405 0205

Andy Bryant

K1 Investment Management, Crownpeak and Bidco

Katy Brown Tel: + 1 (800) 310 2870

finnCap (Financial adviser to K1 Investment Management, Crownpeak and Bidco)

Henrik Persson Tel: +44 (0) 20 7220 0500

Seamus Fricker

Charlie Beeson

Latham & Watkins (London) LLP and Kirkland & Ellis LLP are retained as legal advisers to K1 Investment Management, Crownpeak and Bidco.

Taylor Wessing LLP are retained as legal adviser to Attraqt.

Important Notices

Raymond James Financial International Limited ("Raymond James"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Attraqt and no-one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Attraqt for providing the protections afforded to clients of Raymond James nor for providing advice in connection with the matters referred to herein. Neither Raymond James nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Raymond James in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker to Attraqt and no-one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Attraqt for providing the protections afforded to clients of Canaccord Genuity nor for providing advice in connection with the matters referred to herein. Neither Canaccord Genuity nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord Genuity in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.

finnCap Ltd ("finnCap"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to K1 Investment Management, Crownpeak and Bidco and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than K1 Investment Management, Crownpeak or Bidco for providing the protections offered to clients of finnCap or for providing advice in connection with any matter referred to in this Announcement. Neither finnCap nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of finnCap in connection with this Announcement, any statement contained herein, the Offer or otherwise. No representation or warranty, express or implied, is made by finnCap as to the contents of this Announcement.

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through and on the terms set out in the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the offer document) and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been despatched.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

Overseas shareholders

This Announcement has been prepared for the purpose of complying with English law, the AIM Rules 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 laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Attraqt Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Attraqt Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. The Acquisition relates to the shares of a company incorporated in England and it is proposed to be made by means of a scheme of arrangement provided for under English law. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Attraqt outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

Forward-looking statements

This Announcement may contain certain "forward-looking statements" with respect to Attraqt, Bidco, Crownpeak and K1 Investment Management. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies of K1 Investment Management, Crownpeak and/or Bidco and the expansion and growth of Attraqt and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Attraqt.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of K1 Investment Management, Crownpeak, Bidco or Attraqt, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to K1 Investment Management, Crownpeak, Bidco or Attraqt or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. Bidco, Crownpeak, K1 Investment management and Attraqt assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

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

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Attraqt as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Attraqt's website at https://www.attraqt.com and on Crownpeak's website at https://www.crownpeak.com by no later than 12:00 noon on the Business Day following the date of this Announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Requesting hard copies

Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a copy of this Announcement in hard copy form by contacting the Company's registrars, Link Group, during business hours on 0371 664 0321 (or if calling from outside the UK +44 371 664 0321) or by submitting a request in writing at Link Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Acquisition should be in hard copy form. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested.

Electronic communications - information for Attraqt Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Attraqt Shareholders, persons with information rights and other relevant persons for the receipt of communications from Attraqt may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 of the Code.

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.

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 on the 10th Business Day (as defined in the Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm on the 10th Business Day (as defined in the Code) 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 on the Business Day (as defined in the Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Announcement not a prospectus

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

Private purchases

Attraqt Shareholders should be aware that Bidco may purchase Attraqt Shares otherwise than under the Scheme or any Takeover Offer, including pursuant to privately negotiated purchases.

Independent advice

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FMSA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Rule 2.9 of the Code

For the purposes of Rule 2.9 of the Code, Attraqt confirms that, as at the date of this Announcement, it had in issue 201,550,617 ordinary shares of £0.01 each in issue under the ISIN code GB00BMJJFZ18. No shares are held in treasury.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

29 September 2022

RECOMMENDED CASH OFFER

AEGEAN BIDCO LIMITED

(an indirect wholly-owned subsidiary of Crownpeak Holdings, LLC)

for

ATTRAQT GROUP PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

1. Introduction

The board of directors of Aegean Bidco Limited ("Bidco"), an indirect wholly-owned subsidiary of Crownpeak Holdings, LLC ("Crownpeak"), and the board of directors of Attraqt Group plc ("Attraqt") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of Attraqt (the "Acquisition").

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

2. The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document, each Attraqt Shareholder will be entitled to receive:

30 pence in cash per Attraqt Share

· The Acquisition values the entire issued and to be issued share capital of Attraqt at approximately £63.2 million.

· The Acquisition Price represents a premium of approximately:

- 71.43 per cent. to the Closing Price of 17.50 pence per Attraqt Share on 28 September 2022 (being the last Business Day prior to the date of this Announcement);

- 55.33 per cent. to the Volume Weighted Average Price per Attraqt Share during the three month period ended 28 September 2022; and

- 21.70 per cent. to the Volume Weighted Average Price per Attraqt Share during the six month period ended 28 September 2022.

The Attraqt Shares will be acquired by Bidco with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the Attraqt Shares.

If any dividend or other distribution in respect of the Attraqt Shares is declared, paid or made on or after the date of this Announcement, Bidco reserves the right to reduce the consideration payable for each Attraqt Share under the terms of the Acquisition by the amount per Attraqt Share of such dividend or distribution, in which case any reference in this Announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. In such circumstances, Attraqt Shareholders would be entitled to retain any such dividend or distribution.

3. Recommendation

The Attraqt Directors, who have been so advised by Raymond James as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Attraqt Directors, Raymond James has taken into account the commercial assessments of the Attraqt Directors. Raymond James is providing independent financial advice to the Attraqt Directors for the purposes of Rule 3 of the Code.

Accordingly, the Attraqt Directors intend to recommend unanimously that Attraqt Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as the Attraqt Directors have irrevocably undertaken to do in respect of their own (and their connected persons') beneficial holdings of 794,351 Attraqt Shares (representing, in aggregate, approximately 0.39 per cent. of the Attraqt Shares in issue on 28 September 2022 (being the last Business Day prior to the date of this Announcement)).

4. Background to and reasons for the Acquisition

Crownpeak believes Attraqt to be an excellent fit for its investment and strategic criteria, based on Attraqt's strong position in attractive markets, technology-led business model, and multiple levers for future value creation.

Attraqt has a leading position in delivering omni-channel AI-powered search, merchandising, and recommendation software to the eCommerce sector. The business is backed by a strong leadership team, which has successfully managed the business through a series of recent strategic acquisitions in order to enhance and consolidate its market position.

Crownpeak believes that the combination of Crownpeak's leading Digital Experience Platform and Attraqt's AI-powered search, merchandising and recommendation software for eCommerce will provide existing and future customers significant value and achieve scale that will enable continued innovation of market-leading solutions that enable customers to provide optimal digital experiences for end consumers.

The Acquisition also brings Crownpeak greater scale in the United Kingdom and European markets, and Crownpeak believes that Attraqt presents a platform from which to grow its geographic reach, with both regions being key strategic focus areas of both organic and future acquisitive growth for Crownpeak.

Finally, Crownpeak also believes that in order to maximise its future potential, Attraqt would be better suited to a private company environment, where initiatives to improve the performance of the business can be implemented effectively, with appropriate support, capital and assistance from Crownpeak, free from the requirement to meet the public equity market's shorter-term reporting requirements and expectations, and the costs, constraints and distractions associated with being a publicly traded company.

5. Attraqt trading update

Attraqt has today announced the interim results of the Attraqt Group for the six month period ended 30 June 2022. A copy of that announcement is available on the Attraqt website at www.attraqt.com. The results announcement includes the following statements on the outlook for the Attraqt Group:

Tom Crawford, Non-Executive Chairman of Attraqt, commented:

"Over the past six months we have continued to make strides forward as we see the benefits of our investments in our technology and product offering starting to come through. We have seen positive momentum in bookings, with strong new logo performance despite lengthening sales cycles, but a more challenging revenue and profit performance, given the time it takes to monetise new enterprise logo wins to full revenue, combined with a material increase in cost of sales due to new customer sale patterns driving higher hosting costs and more recently the unfavourable foreign exchange movements on cost of sales.

I would like to take this opportunity to thank every member of the Attraqt team for their hard work and commitment during the first half. Your drive to provide the best possible technology and service to our clients has shone through.

Throughout the first half we have focused our efforts on ARR bookings and building the future revenue base, and we will continue in this vein going forwards as we believe it is better to build sales momentum and then move focus to margin in anticipation of advances in EBITDA and cashflow in future years. As a result, I remain cautiously optimistic of the Attraqt Group's continued growth, either on a standalone basis, or as part of Crownpeak."

Chief Executive Officer's outlook:

"The Attraqt Group continues to progress its go to market strategy in existing geographies and has grown new logo bookings in the first half including making headway with the launch of product to the mid-market and some large UK headquartered enterprise sales.

The Attraqt Group must now demonstrate that it can fully access the market opportunity open to it, and maintain its new logo win rate, including enterprise sales, as it converts the pipeline it has been building over recent periods, while monetising its new clients to full revenue over time.

The current global macroeconomic environment has been impacting the rate of progress through the strengthening dollar exchange rate, extended competitive sales cycles and the normalisation of ecommerce activity post lockdowns. However, the Board is encouraged by the new two product strategy and mid-market launch and anticipates longer term upside as its go to market strategy matures.

While the Attraqt Group consumed cash in the first half of the year, actions taken mean that the cost base in the second half of the year will be materially lower than the first half on a constant currency basis, as the business approaches its goal of becoming cash neutral for 2023.

The Board is, however, cognisant of the difficult external factors that are introducing an additional layer of risk into sales processes and, whilst the current pipeline is healthy and supportive of the Attraqt Group's short-term objectives, it is therefore prudently managing operating margin and discretionary investment in order to ensure the Attraqt Group underpins its growth expectations, with advances in earnings and cashflow in future years."

6. Background to and reasons for the recommendation

The Attraqt Board is proud of the achievements of the Company and how its corporate strategy has been executed since inception in 2014; three complementary acquisitions have built out Attraqt's platform, improved competitiveness and broadened its offerings, as well as its geographical reach. This has only been achieved as a result of the dedication of Attraqt's employees and management team, who should be thanked for their continued hard work.

The Attraqt Board remains confident that the ongoing, successful execution of Attraqt's strategy would provide long-term growth and support a significant increase in value for Attraqt Shareholders. However, it has become increasingly clear in the current market environment and following the COVID pandemic that global reach and distribution, size and scale, operational leverage and the ability to continuously invest in new technology and go-to-market is critical to the success of eCommerce software vendors in the markets they serve.

The Attraqt Board is mindful of the constraints imposed by Attraqt's relative lack of scale and cash resources in relation to some of the global competitors in the markets that it serves, and confident that a combination with Crownpeak would significantly improve Attraqt's strategic positioning and opportunity to invest for growth and sustainable execution. The Attraqt Board shares Crownpeak's view that a combination of the two businesses would create a compelling digital experience product portfolio whilst significantly strengthening their collective global presence and ability to deliver market leading omni-channel digital experience solutions to their clients.

It is also the view of the Attraqt Board that the public markets afford Attraqt less financial flexibility to enable it to pursue its strategy and unlock its full potential than previously. Indeed, the Attraqt Board believes that the delivery of Attraqt's growth strategy could be effected more quickly with access to growth capital, financial flexibility and the ability to make longer-term investment and strategic decisions, for example increasing investment in technology, go-to-market partnerships and consolidation of its existing software product suite. The Attraqt Board agrees with Crownpeak that initiatives to improve the performance of the Attraqt business could be implemented more effectively in a private company environment, free from the requirement to meet the public equity market's shorter-term reporting requirements and expectations.

K1 Investment Management has a proven track record of providing scale, operational support and financial resources to the companies it partners with, such as Crownpeak. The Attraqt Board welcomes the importance that Crownpeak attributes to the skills and experience of the Attraqt employees and management team, and the statements made by Crownpeak with regard to the employment and places of business in paragraph 11 of this Announcement. The Attraqt Board also welcomes that Crownpeak has stated that the Acquisition will offer continuing opportunities for Attraqt staff as part of the Combined Group.

Finally, the Attraqt Board believes the Acquisition reflects an attractive valuation for Attraqt. The Acquisition Price represents a premium of 55.33 per cent. to the volume weighted average price of 19.31 pence per Attraqt Share for the 3 month period ended on 28 September 2022 (being the last Business Day prior to the date of this Announcement). At this level, the Attraqt Board believes that the Acquisition provides Attraqt Shareholders with the opportunity to obtain liquidity for their investments and to realise the value of their holdings in cash today, which the Attraqt Board considers may not otherwise be achievable in the near-term, against an uncertain market backdrop.

Following careful consideration of the above factors, the Attraqt Board believes that the Acquisition Price of 30 pence per Attraqt Share in cash provides attractive value and certainty for Attraqt Shareholders, recognising Attraqt's market position, its future growth prospects and the risks and potential future funding requirements associated with those prospects.

Accordingly, the Attraqt Directors are pleased to confirm their intention unanimously to recommend the Acquisition to Attraqt Shareholders and believe that the Attraqt Shareholders should have the opportunity to approve the Acquisition, as the Attraqt Directors have committed to do in respect of their Attraqt Shares (where applicable).

7. Conditions

The Acquisition is conditional, amongst other things, upon:

(a) the approval of the Scheme by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders entitled to vote and present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment, postponement or reconvention of such meeting) on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Attraqt and the Court may allow); and

(b) the passing of the Resolutions necessary to implement the Scheme by the requisite majority at the General Meeting to be held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and Attraqt may agree and the Court may allow).

The attention of Attraqt Shareholders is drawn to the fact that the Acquisition is also conditional on other Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document.

The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to Attraqt Shareholders within 28 days of the date of this Announcement, unless Bidco and Attraqt otherwise agree, and the Takeover Panel consents, to a later date.

8. Irrevocable undertakings and letters of intent

Bidco has received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) from all of the Attraqt Directors who hold Attraqt Shares (in a personal capacity or through a nominee) in respect of their entire beneficial holdings of Attraqt Shares, amounting, in aggregate, to 794,351 Attraqt Shares (representing, in aggregate, approximately 0.39 per cent. of the Attraqt Shares in issue on 28 September 2022 (being the last Business Day prior to the date of this Announcement)).

In addition to the irrevocable undertakings from the Attraqt Directors, Bidco has also received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) from Kestrel Partners LLP, Ruffer LLP and Herald Investment Management Limited in respect of 47,277,945 Attraqt Shares (representing, in aggregate, approximately 23.46 per cent. of the Attraqt Shares in issue on 28 September 2022 (being the last Business Day prior to the date of this Announcement)).

In addition to the irrevocable undertakings, Bidco has received letters of intent to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) from Hargreave Hale Limited and Lombard Odier Asset Management (Europe) Limited in respect of 36,817,826 Attraqt Shares (representing, in aggregate, approximately 18.27 per cent. of the Attraqt Shares in issue on 28 September 2022 (being the last Business Day prior to the date of this Announcement)).

In total therefore, as at the date of this Announcement, Bidco has received irrevocable undertakings and letters of intent to vote or procure votes in favour of the Scheme at the Court Meeting with respect to a total of 84,890,122 Attraqt Shares (representing approximately 42.12 per cent. of the Attraqt Shares in issue on 28 September 2022 (being the last Business Day prior to the date of this Announcement)). Further details of these irrevocable undertakings (including details of the circumstances in which they cease to be binding) and letters of intent are set out in Appendix III to this Announcement.

9. Information on Bidco, Crownpeak and K1 Investment Management

Bidco

Bidco has been incorporated under the laws of England and Wales for the purposes of the Acquisition. It has not traded since its incorporation. Bidco is an indirect, wholly-owned subsidiary of Crownpeak.

Crownpeak

Founded in 2001, Crownpeak empowers its customers to effortlessly orchestrate digital experiences. Crownpeak's cloud-native SaaS Digital Experience Platform (DXP) enables over 1,000 market-leading brands to deliver personalised digital experiences across all content channels through enterprise-grade content management. Customers can compose, manage, deliver, and optimise digital experiences over all channels. For Marketers and the IT teams that support Marketing, the Crownpeak DXP provides content creation, management, and delivery scalability to enterprises - delivering the right content across all devices and platforms to millions of global visitors. By providing a consistent omni-channel experience across all brands, customers can grow loyalty, increase eCommerce revenues, and deepen personalised engagement with their consumers, partners, and employees. Approximately 93.5 per cent. of Crownpeak's issued share capital is owned by funds managed or advised by K1 Investment Management and its affiliates, and approximately 6.5 per cent. of Crownpeak's issued share capital is owned by funds managed or advised by Trinity Alps Capital Partners.

K1 Investment Management

K1 Investment Management is a leading private investment firm focused solely on enterprise software, with over $13 billion of assets under management and having completed over 200 investments.

10. Information on Attraqt

Attraqt is a leading provider of software platforms to online retailers and brand owners that maximise the performance and potential of their eCommerce investments by enabling exceptional product discovery experiences. Attraqt currently offers two principal platforms to clients:

· Fredhopper, a market leading search and merchandising platform, with highly curated business logic blended with AI, delivering leading online conversion for its users, with brand and merchandising control in the look and feel of a luxury store, for major enterprise clients; and

· Experience Orchestrator, which targets middle market clients and uses powerful AI, originating from Early Birds and enhanced by Aleph Search, to help retailers launch great online shopper experiences more quickly, with an end-to-end automated product discovery capability driving great online conversion and often at a fraction of the cost of using multiple technologies.

In the financial year ended 31 December 2021, Attraqt generated revenue of £22.9 million. Currently, Attraqt supports almost 300 brands globally and has approximately 160 employees in the UK and continental Europe.

11. Management, employees, pension scheme, research and development and locations of the Attraqt Group

Crownpeak's strategic plans for Attraqt

Crownpeak intends to provide appropriate support, capital and assistance to Attraqt to maximise the Combined Group's future growth and profitability potential through a commitment to innovation and operational excellence.

Following completion of the Acquisition, Crownpeak intends to look at ways to optimise the structure of the Combined Group in order to achieve the anticipated benefits of the Acquisition.

With the close collaboration and input of Attraqt management, and where appropriate, other stakeholders, Crownpeak intends to undertake a review of the Attraqt business in order to determine the short and long term objectives for the business and how they can best be delivered. The detailed scope of this review and the appropriate timetable for its completion has not yet been finalised, but Crownpeak anticipates that this review will be completed within approximately six months from the Effective Date. The review will focus on all aspects of the business and opportunities available, including:

· reviewing in more detail Attraqt's markets, customers, software offerings and support and maintenance operations;

· assessing the opportunity across each aspect of the business to enhance its strategic positioning;

· consolidating product roadmaps and accelerating development of primary software platforms for growth in existing and new markets; and

· deepening engagement with the key stakeholders of the business, including customers, suppliers and broader business partners.

Research and development

Attraqt has established and maintained an impressive customer base by continuing to innovate and acquire technologies that are best in class. Crownpeak plans to support Attraqt with delivering on its product roadmap and plans for innovation in the future. As a part of the Combined Group strategy, Crownpeak will perform a full review of Attraqt's existing research and development functions alongside its own research and development functions. This may lead to the identification of areas in which research and development resources may be reallocated, including those where spend can be increased in order to develop new, highly valued functionality or accelerate the existing roadmap (such as integration between the existing Attraqt and Crownpeak products or strategic investment in underfunded areas that can now be prioritised) and/or areas where spending can be reduced (such as cancelling in-development but not yet completed projects or in supporting legacy versions of existing products).

Employees and management

Crownpeak attaches great importance to the skills and experience of its employees and the employees of Attraqt, including its management team, and believes both that they are key to the future development of the Combined Group, and that the Acquisition will generally result in greater opportunities for Attraqt's staff as part of the Combined Group. Crownpeak's preliminary evaluation suggests a substantial portion of the expected synergies from the combination would come from non-headcount related synergies such as hosting and infrastructure, rent expense, duplicative IT spend, and significant costs related to being a publicly traded company.

While Crownpeak has not yet received sufficiently detailed information to formulate comprehensive plans or intentions regarding the impact of the Acquisition on the Combined Group or its employees, Crownpeak expects additional synergies to be realised from moderate headcount reductions in the Attraqt business, including potentially reductions (giving preference to natural attrition and only on an as-needed basis after conducting thorough operational due diligence) in professional support functions (such as legal, accounting or human resources) to the extent overlap or duplication of roles is identified and, to a limited extent, certain sales and marketing and research and development functions. There may also potentially be minor headcount reductions in the Crownpeak business. Specific departments and teams that will be impacted will be determined in consultation with Attraqt management once more detailed information is made available and the management teams can together determine the most efficient and effective organisational structure for the combined business. Functions which have historically been related to Attraqt's status as a publicly traded company will no longer be required or will be reduced in size to reflect Attraqt ceasing to be a publicly traded company.

The finalisation and implementation of any headcount reductions will be subject to comprehensive planning and appropriate engagement with stakeholders, including affected employees and any appropriate employee representative bodies. Efforts will be made to mitigate headcount reductions, via natural attrition, the elimination of vacant roles and alternative job opportunities. Where possible and appropriate, Crownpeak intends to offer affected individuals alternative roles within the Combined Group. Any affected individuals will be treated in a manner consistent with Crownpeak's and Attraqt's high standards, culture and practices. Crownpeak intends to approach employee and management integration with the aim of retaining and motivating the best talent across the Combined Group to create a best-in-class organisation.

The non-executive directors of Attraqt have confirmed that they intend to resign as Attraqt Directors from the Effective Date.

Upon and following completion of the Acquisition, Crownpeak intends to align the conditions of employment of the employees and management of Attraqt with Crownpeak's employment policies in the region. Crownpeak does not anticipate that this would have a material impact on the overall terms and conditions of employment of Attraqt's workforce.

Management incentivisation

No proposals have yet been made on the terms of any incentivisation arrangements to be provided by Crownpeak for relevant Attraqt employees or management and no discussions have taken place regarding the terms of such arrangements. Following the Effective Date, Crownpeak is committed to incentivising Attraqt employees and management as part of the Combined Group. No such arrangements are expected to be in place, and no discussions in relation to such arrangements are expected to occur, before the Acquisition becomes Effective.

Existing employment rights and pensions

Crownpeak has given assurances to the Attraqt Directors that, following completion of the Acquisition, it will fully safeguard the existing employment rights and pension rights of all Attraqt employees in accordance with contractual and statutory requirements. Crownpeak further confirms that it does not intend to make any change to Attraqt existing pension arrangements, including with regard to employer contributions into such schemes and the admission of new members or to the accrual of existing benefits for existing members.

Trading facilities

Attraqt Shares are currently admitted to trading on the London Stock Exchange's AIM market, and, subject to the Scheme becoming Effective, an application will be made to the London Stock Exchange to cancel the admission of Attraqt Shares to trading on AIM on or shortly after the Effective Date.

As soon as practicable after the Effective Date, it is intended that Attraqt will be re-registered as a private limited company under the relevant provisions of the Companies Act.

Headquarters, locations and fixed assets

Following completion of the Acquisition, there is no intention to make any changes to Attraqt's fixed asset base or headquarters.

Intentions in relation to Crownpeak

Save as set out in the 'Employees and management' sub-paragraph above, Crownpeak does not plan to make any significant changes to its business, to the terms and conditions of employment of its staff or in the balance of skills and functions of its employees and management in consequence of the Acquisition. Crownpeak intends to retain its group-wide head office in Denver, Colorado, United States.

No statements in this paragraph 11 constitute "post-offer undertakings" for the purpose of Rule 19.5 of the Takeover Code.

12. Financing

The cash consideration payable by Bidco to the Attraqt Shareholders under the terms of the Acquisition is expected to be financed through a combination of funds committed to Bidco through: (i) equity financing drawn down from funds managed or advised by K1 Investment Management; and (ii) debt financing available under the Amended Credit Agreement (as defined below).

In connection with the financing of the Acquisition and in support of Bidco's obligation to pay the cash consideration to Attraqt Shareholders, on 29 September 2022, Bidco and Karakoram Fund I, L.P. entered into the Equity Commitment Letter. Further, on 27 September 2022, Crownpeak Technology, Inc. and Evidon, Inc. (as the Borrowers) and Monroe Capital Management Advisors, LLC (acting as agent), among others, entered into an amendment to a pre-existing credit agreement (such agreement as amended, the "Amended Credit Agreement"), pursuant to which a USD 50,000,000 term loan is available to the Borrowers which may be drawn on to, directly or indirectly (including by making available the proceeds of such loan to Bidco), finance the cash consideration payable pursuant to the Acquisition (and to finance fees, costs and expenses in connection with the Acquisition).

finnCap, in its capacity as financial adviser to Bidco, is satisfied that sufficient cash resources are available to Bidco to enable it to satisfy in full the cash consideration payable to Attraqt Shareholders under the terms of the Acquisition.

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

13. Offer-related arrangements

Crownpeak Technology, Inc. ("Crownpeak Technology") and Attraqt entered into a confidentiality agreement dated 26 August 2022 (the "Confidentiality Agreement") pursuant to which, amongst other things, Crownpeak Technology has undertaken to: (a) subject to certain exceptions, keep confidential information relating to Attraqt confidential and not to disclose it to third parties; and (b) use such confidential information only in connection with the Acquisition. The confidentiality obligations remain in force for 18 months following the of date of the agreement notwithstanding any termination of discussions relating to the Acquisition. The Confidentiality Agreement also includes standstill obligations which restricted Crownpeak Technology from acquiring or offering to acquire interest in certain securities of Attraqt; those restrictions ceased to apply on the making of this Announcement. The Confidentiality Agreement contains restrictions on Crownpeak Technology soliciting or employing certain employees of Attraqt.

14. Structure of the Acquisition

Scheme

It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement between Attraqt and the Scheme Shareholders under Part 26 of the Companies Act. The purpose of the Scheme is to provide for Bidco to become the owner of the whole of the issued and to be issued share capital of Attraqt. Under the Scheme, the Acquisition is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to Bidco in consideration for which the Scheme Shareholders will receive cash consideration pursuant to the Scheme.

Approval by Court Meeting and General Meeting

To become Effective, the Scheme requires, amongst other things, the:

(a) approval of a majority in number of the Scheme Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting; and

(b) approval by the requisite majority of the Resolutions at the General Meeting (to be held directly after the Court Meeting) necessary in order to implement the Scheme.

Application to Court to sanction the Scheme

Once the approvals have been obtained at the Court Meeting and the General Meeting and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court at the Sanction Hearing before it can become Effective.

The Scheme will become Effective in accordance with its terms on delivery of the Court Order to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or General Meeting, or whether they voted in favour of or against the Scheme.

The Scheme will contain a provision for Bidco and Attraqt to jointly consent, on behalf of all persons concerned, to any modification of or addition to the Scheme or to any condition that the Court may approve or impose. Attraqt has been advised that the Court would be unlikely to approve any modification of, or addition to, or impose a condition to the Scheme which might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of the Attraqt Shareholders should be held in these circumstances.

Full details of the Scheme to be set out in the Scheme Document

The Scheme Document will include full details of the Scheme, including the expected timetable and the action to be taken by Scheme Shareholders. The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the Code, the Takeover Panel, the AIM Rules, the London Stock Exchange and the FCA.

The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to Attraqt Shareholders within 28 days of the date of this Announcement, unless Bidco and Attraqt otherwise agree, and the Takeover Panel consents, to a later date. Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on Attraqt's website at https://www.attraqt.com and Crownpeak's website at https://www.crownpeak.com.

At this stage, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix I, Bidco and Attraqt expect the Acquisition to become Effective during the fourth quarter of 2022.

If the Scheme does not become Effective on or before the Long Stop Date (or such later date as Bidco and Attraqt may, with the consent of the Takeover Panel and, if required, the Court, agree) it will lapse and the Acquisition will not proceed (unless the Takeover Panel otherwise consents).

Right to switch to a Takeover Offer

15. Attraqt Share Plan

Participants in the Attraqt Share Plan will be contacted regarding the effect of the Acquisition on their rights under the Attraqt Share Plan and, where relevant, an appropriate proposal will be made to such participants pursuant to Rule 15 of the Code in due course. Further details of the impact of the Acquisition on the Attraqt Share Plan will be set out in in the Scheme Document.

16. De-listing and re-registration

It is intended that the London Stock Exchange will be requested to cancel the admission Attraqt Shares to trading on AIM on or shortly after the Effective Date. It is expected that the last day of dealings in Attraqt Shares on AIM will be the Business Day immediately prior to the Effective Date and that no transfers will be registered after 6.00 p.m. on that date. Upon the Scheme becoming effective, share certificates in respect of the Attraqt Shares will cease to be valid and should be destroyed. In addition, entitlements to Attraqt Shares held within the CREST system will be cancelled on the Effective Date.

As soon as practicable after the Effective Date, it is intended that Attraqt will be re-registered as a private limited company under the relevant provisions of the Companies Act.

17. Disclosure of interests in Attraqt

As at the close of business on 28 September 2022, being the last Business Day prior to the date of this Announcement, save for the irrevocable undertakings and letters of intent referred to in paragraph 8 above, neither Bidco nor, so far as Bidco is aware, any person acting, or deemed to be acting, in concert with Bidco:

(a) had an interest in, or right to subscribe for, relevant securities of Attraqt;

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

(c) had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of Attraqt; or

(d) had borrowed or lent any Attraqt Shares.

Furthermore, save for the irrevocable undertakings and letters of intent described in paragraph 8 above, no arrangement exists between Bidco or Attraqt or a person acting in concert with Bidco or Attraqt in relation to Attraqt Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Attraqt Shares which may be an inducement to deal or refrain from dealing in such securities.

It has not been practicable for Bidco to make enquiries of all of its concert parties in advance of the release of this Announcement. Therefore, all relevant details in respect of Bidco's concert parties will be included in the Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code.

18. Documents on display

Copies of this Announcement and the following documents will, by no later than 12 noon on the Business Day following the date of this Announcement, be made available on Attraqt's website at https://www.attraqt.com and on Crownpeak's website https://www.crownpeak.com until the end of the Offer Period:

- this Announcement;

- the irrevocable undertakings and letters of intent referred to in paragraph 8;

- the Confidentiality Agreement;

- the documents entered into in relation to the financing of the Acquisition referred to in paragraph 12 above; and

- consent letters from each of finnCap, Raymond James and Canaccord.

19. General

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to Attraqt Shareholders within 28 days of the date of this Announcement, (or by such later date as Bidco and Attraqt may agree, with the consent of the Takeover Panel).

In deciding whether or not to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, Attraqt Shareholders should rely on the information contained, and follow the procedures described, in the Scheme Document.

finnCap, Raymond James and Canaccord have each given and not withdrawn their consent to the inclusion in this Announcement of the references to their names in the form and context in which they appear.

Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings and letter of intent referred to in this Announcement. Appendix IV contains definitions of certain terms used in this Announcement.

Enquiries:

Attraqt

Tom Crawford, Chairman via Raymond JamesMark Adams, Chief Executive OfficerEric Dodd, Chief Financial Officer

Raymond James (Financial adviser to Attraqt)

Junya Iwamoto Tel: + 44 (0) 20 3 798 5700

William Tridimas

Felix Beck

Jessica Johnston

Canaccord Genuity (Nominated Adviser and Broker to Attraqt)

Simon Bridges Tel: + 44 (0) 20 7 523 8000

Adam JamesThomas Diehl

Alma PR (Financial PR to the Company)

Sam Modlin Tel: + 44 (0) 20 3 405 0205

Andy Bryant

K1 Investment Management, Crownpeak and Bidco

Katy Brown Tel: + 1 (800) 310 2870

finnCap (Financial adviser to K1 Investment Management, Crownpeak and Bidco)

Henrik Persson Tel: +44 (0) 20 7220 0500

Seamus Fricker

Charlie Beeson

Latham & Watkins (London) LLP and Kirkland & Ellis LLP are retained as legal advisers to K1 Investment Management, Crownpeak and Bidco.

Taylor Wessing LLP are retained as legal adviser to Attraqt.

Important Notices

finnCap Ltd ("finnCap"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to K1 Investment Management, Crownpeak and Bidco and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than K1 Investment Management, Crownpeak or Bidco for providing the protections offered to clients of finnCap or for providing advice in connection with any matter referred to in this Announcement. Neither finnCap nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of finnCap in connection with this Announcement, any statement contained herein, the Scheme or otherwise. No representation or warranty, express or implied, is made by finnCap as to the contents of this Announcement.

Overseas shareholders

Forward-looking statements

No profit forecasts or estimates

Right to switch to a Takeover Offer

Publication on website

Requesting hard copies

Electronic communications - information for Attraqt Shareholders

Rounding

Disclosure requirements of the Code

Announcement not a prospectus

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

Private purchases

Attraqt Shareholders should be aware that Bidco may purchase Attraqt Shares otherwise than under the Scheme or any Takeover Offer, including pursuant to privately negotiated purchases.

Independent advice

Rule 2.9 of the Code

APPENDIX I

CONDITIONS OF THE ACQUISITION AND CERTAIN FURTHER TERMS

Part A: Conditions of the Scheme and the Acquisition

Long Stop Date

1. The Acquisition will be conditional upon the Scheme becoming unconditional and effective, subject to the Code, by not later than 11:59 p.m. on the Long Stop Date.

Scheme approval

2. The Scheme will be subject to the following conditions:

(a) (i) its approval by a majority in number of the Scheme Shareholders who are on the register of members of Attraqt at the Voting Record Time and who are present and vote, whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) and who represent not less than 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders, and (ii) such Court Meeting (and any separate class meeting which may be required) being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and Attraqt may agree, with the consent of the Takeover Panel and/or approval of the Court, if such consent and/or approval is required);

(b) (i) the passing of the Resolutions necessary in order to implement the Scheme by the requisite majority at the General Meeting (or any adjournment thereof), and (ii) such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and Attraqt may agree, with the consent of the Takeover Panel and/or approval of the Court, if such consent and/or approval is required);

(c) (i) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Bidco and Attraqt), and (ii) the Sanction Hearing being held on or before the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document (or such later date, if any, as Bidco and Attraqt may agree, with the consent of the Takeover Panel and/or approval of the Court, if such consent and/or approval is required); and

(d) delivery of a copy of the Court Order to the Registrar of Companies.

3. In addition, save as stated in Part B below and to the requirements of the Takeover Panel, the Acquisition shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended, if appropriate) have been satisfied or, where relevant, waived in writing:

Third Party Regulatory action

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

(i) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider Attraqt Group of all or any material part of their respective businesses, assets, property or any shares or other securities (or the equivalent) in any member of the Wider Attraqt Group or any member of the Wider Bidco Group or impose any material limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof);

(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act, in the event that Bidco elects to implement the Acquisition by way of a Takeover Offer, require any member of the Wider Bidco Group or the Wider Attraqt Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Attraqt Group or any asset owned by any Third Party (other than in connection with the implementation of the Acquisition);

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

(iv) result in any member of the Wider Attraqt Group or any member of the Wider Bidco Group ceasing to be able to carry on business under any names under which it currently carries on business;

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

(vi) impose any material limitation on, or result in material delay in, the ability of any member of the Wider Bidco Group or any member of the Wider Attraqt Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider Attraqt Group;

(vii) require any member of the Wider Attraqt Group to relinquish, terminate or amend in any material way any material contract to which any member of the Wider Attraqt Group or the Wider Bidco Group is a party;

(viii) require any member of the Wider Bidco Group or any member of the Wider Attraqt Group or any of their respective affiliates to: (A) invest, contribute or loan any capital or assets to; or (B) guarantee or pledge capital assets for the benefit of any member of the Wider Bidco Group or any member of the Wider Attraqt Group, which in each such case or together is material and adverse in the context of any member of the Wider Bidco Group or any member of the Wider Attraqt Group or in the context of the Acquisition; or

(ix) otherwise materially adversely affect all or any of the business, value, assets, liabilities, profits, operational performance, financial or trading position or prospects of any member of the Wider Attraqt Group or any member of the Wider Bidco Group;

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

Other regulatory approvals

(b) each Governmental Entity, which regulates or licences any member of the Wider Attraqt Group or any other body corporate in which any member of the Wider Attraqt Group has an interest in shares, and whose prior approval, consent or non-objection to any change in control, or acquisition of (or increase in) control in respect of that or any other member of the Wider Attraqt Group is required, or any Governmental Entity, whose prior approval, consent or non-objection of the Acquisition is otherwise required, or from whom one or more material licences or permissions are required in order to complete the Acquisition, having given its approval, non-objection or legitimate deemed consent or consent in writing thereto and, as the case may be, having granted such licences and permissions (in each case where required and on terms reasonably satisfactory to Bidco), and in each case the impact of which would materially adversely affect the Wider Attraqt Group or the Wider Bidco Group, taken as a whole;

Notifications, waiting periods and authorisations

(c) all material notifications, filings or applications which are necessary having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with, in each case, in respect of the Scheme and the Acquisition and all Authorisations deemed reasonably necessary or appropriate by Bidco in any jurisdiction for or in respect of the Acquisition and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the Acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Attraqt or any other member of the Wider Attraqt 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 or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Attraqt Group or the Wider Bidco Group has entered into contractual arrangements and all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Wider Attraqt Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

Attraqt Shareholder resolution

(d) except with the consent or the agreement of Bidco, no action having been taken or proposed by any member of the Wider Attraqt Group, or having been approved by a resolution of Attraqt Shareholders, or consented to by the Takeover Panel, which falls within or under Rule 21.1 of the Code;

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

(e) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Attraqt 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, or any event or circumstance which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in, or because of a change in the control or management of, Attraqt or any other member of the Wider Attraqt Group or otherwise, would or might reasonably be expected to result in:

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

(ii) the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of such member or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument or the rights, liabilities, obligations or interests of any such member in or with any other person (or any arrangement or arrangements relating to any such interests or business) being adversely modified or adversely affected or any onerous obligation or liability arising or any adverse action being terminated, taken or arising thereunder;

(iv) any liability of any such member to make any severance, termination, bonus or other payment to any of its directors or other officers;

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

(vi) any such member ceasing to be able to carry on business under any name under which it presently carries on business;

(vii) any assets or interests of, or any asset the use of which is enjoyed by, any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;

(viii) the financial or trading position or prospects of, any such member being materially prejudiced or materially adversely affected;

(ix) the creation or acceleration of any material liability (actual or contingent) by any such member other than trade creditors or other liabilities incurred in the ordinary course of business; or

(x) the occurrence of any event which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Attraqt Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions (e)(i) to (ix) above,

and in each such case specified in (e)(i) to (x) above which is or would be material in the context of the Wider Attraqt Group taken as a whole;

Certain events occurring since 31 December 2021

(f) except as Disclosed, no member of the Wider Attraqt Group having since 31 December 2021:

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

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

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

(iv) except for transactions between Attraqt and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Attraqt and transactions in the ordinary course of business, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v) except for transactions between Attraqt and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Attraqt issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which in any such case is material in the context of the Wider Attraqt Group taken as a whole or in the context of the Acquisition;

(vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of an onerous nature or magnitude, otherwise than in the ordinary course of business and in each case to an extent which is material in the context of the Wider Attraqt Group taken as a whole;

(vii) entered into, materially varied, authorised or proposed entry into or variation of, or announced its intention to enter into or materially vary the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Attraqt Group, in each case to an extent which is material in the context of the Wider Attraqt Group taken as a whole;

(viii) establish any share option scheme, incentive scheme or other benefit plan in respect of the Wider Attraqt Group;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital (except, in each case, where relevant, as between Attraqt and wholly-owned subsidiaries of Attraqt or between the wholly-owned subsidiaries of Attraqt);

(x) waived, compromised or settled any claim other than in the ordinary course of business and which is material in the context of the Wider Attraqt Group as a whole;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider Attraqt Group and any other person in a manner which has had a material adverse effect on the financial position of the Wider Attraqt Group taken as a whole;

(xii) save as required in connection with the Acquisition, made any material alteration to its memorandum, articles of association or other incorporation documents or any material alteration to the memorandum, articles of association or other incorporation documents of any other member of the Wider Attraqt Group which is material in the context of the Scheme or the Acquisition or the acquisition by Bidco of any shares or other securities in, or in control of, Attraqt, or any member of the Wider Attraqt Group;

(xiii) made, agreed or consented to any significant change to: (A) the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider Attraqt Group for its directors, employees or their dependants; (B) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder; (C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or (D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to;

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

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

(xvi) (except for transactions between Attraqt and its wholly-owned subsidiaries or between the wholly-owned subsidiaries) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvii) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, which in any such case is material in the context of the Wider Attraqt Group as a whole or in the context of the Acquisition; or

(xviii) otherwise than in the ordinary course of business, entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (f) and which is material in the context of the Wider Attraqt Group taken as a whole;

No adverse change, litigation, regulatory enquiry or similar

(g) except as Disclosed, since 31 December 2021 there having been:

(i) no adverse change and no circumstance having arisen which would reasonably be expected to result in any adverse change in, the business, value, assets, liabilities, shareholders' equity, financial or trading position or profits, operational performance of any member of the Wider Attraqt Group which is material in the context of the Wider Attraqt Group taken as a whole or in the context of the Acquisition;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Attraqt Group is or may become a party (whether as a claimant, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Attraqt Group, in each case which would reasonably be expected to have a material adverse effect on the Wider Attraqt Group taken as a whole or in the context of the Acquisition;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Attraqt Group (or any person in respect of which any such member has or may have responsibility or liability) having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the Wider Attraqt Group, in each case, which would reasonably be expected to have a material adverse effect on the Wider Attraqt Group taken as a whole or in the context of the Acquisition;

(iv) no contingent or other liability having arisen or become apparent to Bidco or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position, profits or operational performance of any member of the Wider Attraqt Group to an extent which is material in the context of the Wider Attraqt Group taken as a whole or in the context of the Acquisition;

(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 Attraqt Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Wider Attraqt Group taken as a whole or in the context of the Acquisition; and

(vi) no member of the Wider Attraqt Group having conducted its business in material breach of any applicable laws and regulations which in any case is material in the context of the Wider Attraqt Group taken as a whole; and

No discovery of certain matters regarding information and liabilities, corruption, intellectual property and environmental liabilities

(h) except as Disclosed, Bidco not having discovered that:

(i) any financial, business or other information concerning the Wider Attraqt Group announced publicly and delivered by or on behalf of Attraqt through a regulatory news service prior to the date of this Announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case which is material in the context of the Wider Attraqt Group taken as a whole or in the context of the Acquisition;

(ii) any member of the Wider Attraqt Group or any partnership, company or other entity in which any member of the Wider Attraqt Group has a significant economic interest and which is not a subsidiary undertaking of Attraqt, otherwise than in the ordinary course of business, is subject to any liability, contingent or otherwise, and which is material in the context of the Wider Attraqt Group taken as a whole or in the context of the Acquisition;

(iii) any past or present member, director, officer or employee of the Wider Attraqt Group, or any other person for whom any such person may be liable or responsible, has not complied with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any laws implementing the same, the UK Bribery Act 2010 and/or the US Foreign Corrupt Practices Act of 1977;

(iv) any member of the Wider Attraqt 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);

(v) any past or present member, director, officer or employee of the Wider Attraqt Group, or any other person for whom any such person may be liable or responsible, has engaged in any business with or made any investment in, or made any payments to: (A) any government, entity or individual with which US or EU persons are prohibited from engaging in activities or doing business by US or EU laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs, or (B) any government, entity or individual targeted by any of the economic sanctions of the United Nations or the European Union or any of their respective member states;

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

(vii) no circumstance having arisen or event having occurred in relation to any intellectual property owned, used or licensed by the Wider Attraqt Group or to any third parties, including: (A) any member of the Wider Attraqt Group losing its title to any intellectual property or any intellectual property owned by the Wider Attraqt Group being revoked, cancelled or declared invalid, (B) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Attraqt Group being terminated or varied, or (C) any claim being filed suggesting that any member of the Wider Attraqt Group infringed the intellectual property rights of a third party or any member of the Wider Attraqt Group being found to have infringed the intellectual property rights of a third party, in each case which is material in the context of the Wider Attraqt Group taken as a whole or in the context of the Acquisition; or

(viii) in relation to any release, emission, accumulation, discharge, disposal or other similar circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm the health of humans, animals or other living organisms or eco-systems, any past or present member of the Wider Attraqt Group, in a manner or to an extent which is material in the context of the Wider Attraqt Group, (i) has committed any violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party giving rise to a material liability; and/or (ii) has incurred any material liability (whether actual or contingent) to any Third Party; and/or (iii) is likely to incur any material liability (whether actual or contingent), or is required, to make good, remediate, repair, re-instate or clean up the environment (including any property) in each case of (i), (ii) or (iii) which such liability or requirement would be material to the Wider Attraqt Group taken as a whole.

Part B: Waiver and invocation of the Conditions

1. Subject to the requirements of the Takeover Panel, Bidco reserves the right in its sole discretion to waive all or any of the Conditions set out in Part A of this Appendix I except Conditions 2(a)(i), 2(b)(i), 2(c)(i) and 2(d) which cannot be waived. The deadlines in any of Conditions 1, 2(a)(ii), 2(b)(ii) and 2(c)(ii) may be extended to such later date as may be agreed in writing by Bidco and Attraqt (with the consent of the Takeover Panel and/or approval of the Court, if such consent and/or approval is required). If any of Conditions 1, 2(a)(ii), 2(b)(ii) and 2(c)(ii) is not satisfied by the deadline specified in the relevant Condition, Bidco shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant deadline or agreed with Attraqt to extend the relevant deadline.

2. Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or treat as fulfilled any of Conditions 3(a) to 3(h) of Part A of this Appendix I by a date earlier than the Long Stop Date, 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 Condition may not be capable of fulfilment.

3. Subject to paragraph 4 below, under Rule 13.5(a) of the Code, Bidco may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Takeover Panel. The Takeover Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.

4. Conditions 1 and 2 of Part A of this Appendix I (and any Takeover Offer acceptance condition adopted on the basis specified in Part C of this Appendix I) will not be subject to Rule 13.5(a) of the Code.

5. Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Bidco.

6. The Scheme will not become effective unless the Conditions have been fulfilled or (to the extent capable of waiver) waived or, where appropriate, have been determined by Bidco to be or remain satisfied by no later than the Long Stop Date.

7. If the Panel requires Bidco to make an offer or offers for any Attraqt Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

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

Part C: Implementation by way of a Takeover Offer

Bidco reserves the right to elect (with the consent of the Takeover Panel) to implement the Acquisition by making, directly or indirectly through a subsidiary or nominee of Bidco, a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on the same terms or, unless Bidco otherwise determines and subject to the consent of the Takeover Panel, on such other terms being no less favourable, subject to appropriate amendments, as far as applicable, as those which would apply to the Scheme. The acceptance condition would be set at 90 per cent. of the shares to which such Takeover Offer relates (or such lesser percentage, being more than 75 per cent., as Bidco may decide with the consent of the Takeover Panel). Further, if sufficient acceptances of any such Takeover Offer were received or if sufficient Attraqt Shares were otherwise acquired, it would be the intention of Bidco to apply the provisions of the Companies Act to acquire compulsorily any outstanding Attraqt Shares to which such Takeover Offer relates.

Part D: Certain further terms of the Acquisition

1. Bidco reserves the right to implement the Acquisition through any other entity owned and/or controlled by K1 Investment Management from time to time.

2. The Attraqt Shares shall be acquired by Bidco with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights and interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the Attraqt Shares.

3. If, on or after the date of this Announcement and prior to or on the Effective Date, any dividend, distribution or other return of value is declared, paid or made or becomes payable by Attraqt and with a record date on or prior to the Effective Date, Bidco reserves the right (without prejudice to any right of Bidco, with the consent of the Takeover Panel, to invoke Condition 3(f)(ii) of Part A of this Appendix I) to reduce the consideration payable under the Acquisition to reflect the aggregate amount of such dividend, distribution or other return of value or excess. If and to the extent that any such dividend, distribution or other return of value is paid or made on or prior to the Effective Date and Bidco exercises its rights under this paragraph to reduce the consideration payable under the Acquisition, any reference in this Announcement to the consideration payable under the terms of the Acquisition shall be deemed to be a reference to the consideration as so reduced. In such circumstances, Attraqt Shareholders would be entitled to retain any such dividend or distribution. Any exercise by Bidco of its rights referred to in this paragraph 3 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Acquisition.

4. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and any Attraqt Shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements.

5. Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulations, the Acquisition is not being, and will not be, made, directly or indirectly, in, into or by the use of the mails of, or by any other means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

6. The Acquisition will be subject, inter alia, to the Conditions and certain further terms which are set out in this Appendix I and those terms which will be set out in the Scheme Document and such further terms as may be required to comply with the AIM Rules and the provisions of the Code.

7. This Announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme and the Forms of Proxy will be governed by English law and will be subject to the jurisdiction of the English courts. The Acquisition shall be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange and the FCA.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated or the context otherwise requires, the following sources and bases have been used:

(a) The value placed by the Acquisition on the existing issued ordinary share capital of Attraqt, being approximately £63.2 million, is based on 201,550,617 Attraqt Shares in issue and 9,094,685 Attraqt Shares which may be issued on or after the date of this Announcement to satisfy the exercise of options outstanding under the Attraqt Share Plan on 28 September 2022, being the last Business Day prior to the date of this Announcement. The International Securities Identification Number for Attraqt Shares is GB00BMJJFZ18.

(b) Unless otherwise stated, the financial information relating to Attraqt has been extracted, without material adjustment from the audited consolidated financial statements of Attraqt for the financial year ended 31 December 2021 and the unaudited interim results of Attraqt for the six months ended 30 June 2022.

(c) Unless otherwise stated, all prices and Closing Prices for Attraqt Shares are closing middle market quotations derived from the Stock Exchange Daily Official List (SEDOL) of the London Stock Exchange.

(d) The three month and six month Volume Weighted Average Price are derived from Factset data and have been rounded to 2 decimal places.

(e) Certain other figures included in this Announcement have been subject to rounding adjustments.

(f) The premium calculations to the price per Attraqt Share have been calculated by reference to a price of 17.50 pence per Attraqt Share, being the closing price on 28 September 2022 (being the last Business Day prior to the commencement of the Offer Period).

APPENDIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS and letters of intent

Bidco has received irrevocable undertakings and letters of intent to accept the Acquisition Price in respect of a total of 84,890,122 Attraqt Shares (representing, in aggregate, approximately 42.12 per cent. of Attraqt Shares in issue on 28 September 2022 (being the last Business Day prior to the date of this Announcement)), comprised as follows:

Attraqt Directors' irrevocable undertakings

Name	Number of Attraqt Shares	Per cent. of Attraqt Shares in issue
Mark Adams	263,084	0.13
Tom Crawford	37,055	0.02
Eric Dodd	123,842	0.06
Luke McKeever	370,370	0.18
Total	794,351	0.39

The irrevocable undertakings given by the Attraqt Directors as set out above will apply to any Attraqt Shares acquired as a result of any awards or options exercised pursuant to the Attraqt Share Plan.

The irrevocable undertakings from the Attraqt Directors will only cease to be binding if:

(a) Bidco announces, with the consent of the Panel and before the Scheme Document or offer document (as applicable) is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme or Takeover Offer to implement the Acquisition is announced in accordance with Rule 2.7 of the Takeover Code within 10 Business Days of such announcement;

(b) the Scheme Document or the offer document (as applicable) is not published within 28 days of the release of this Announcement or such later time and date as may be determined by Bidco with the consent of Attraqt and the Panel (provided that, in the case of the Scheme Document, any such failure is solely as a result of Bidco failing to provide information that is required to be included in the Scheme Document);or

(c) the Scheme (or Takeover Offer, as applicable) lapses or is withdrawn in accordance with its terms and no new, revised or replacement Scheme or Takeover Offer to implement the Acquisition has been announced in accordance with Rule 2.7 of the Code within 10 Business Days of such lapse or withdrawal.

Other Attraqt Shareholders' irrevocable undertakings

Name	Number of Attraqt Shares	Per cent. of Attraqt Shares in issue
Kestrel Partners LLP	24,115,876	11.97
Herald Investment Management Limited	13,695,481	6.80
Ruffer LLP	9,466,588	4.70
Total	47,277,945	23.46

The irrevocable undertaking from Kestrel Partners LLP will cease to be binding on the earlier of:

(a) 11.59 p.m. on the date that is 28 days after this Announcement (or such later time and date as the Takeover Panel may consent to for the publication of the Scheme Document or the offer document, as applicable), unless the Scheme Document (or offer document, as applicable) has been published by that time;

(b) 11.59 p.m. on the date that is 40 days after the release of the Scheme Document, if by that time the Scheme has not become effective or (following a switch from the Scheme to a Takeover Offer) the Takeover Offer has not become unconditional in all respects;

(c) the making of an announcement by or on behalf of Bidco that it will not be proceeding with the Scheme without that announcement also stating that Bidco will make a Takeover Offer and that Bidco has received the Takeover Panel's consent to do so;

(d) the making of an announcement by or on behalf of Bidco that the Acquisition will not proceed or (if an announcement has been made that Bidco is to proceed with a Takeover Offer) the Takeover Offer lapsing or being withdrawn;

(e) any competing offer for Attraqt becoming unconditional as to acceptances (if made as a contractual offer) or becoming effective (if by way of a scheme of arrangement);

(f) the Takeover Panel announcing that it has released Bidco from its obligation under the Code to proceed with the Acquisition or the Takeover Panel confirming to Bidco, its financial advisers or Kestrel Partners LLP that it has released Bidco from that obligation;

(g) a majority of the Directors ceasing to recommend on an unqualified basis that Attraqt Shareholders vote in favour of all relevant resolutions set out in the notices of meeting in the Scheme Document or accept the Takeover Offer, as applicable;

(h) Bidco ceasing to be permitted under the Takeover Code to proceed with the Acquisition; and

(i) the release of an announcement by any person of a firm intention to make a competing offer under which the value of each Attraqt Share is, in Kestrel Partners LLP's opinion, at least 10 per cent higher than the value of each Attraqt Share under the Acquisition.

The irrevocable undertaking from Herald Investment Management Limited will cease to be binding if:

(a) the Acquisition does not proceed in circumstances where: (i) an event occurs which means that Bidco is no longer required under the Code to proceed with the Acquisition, (ii) a Condition has or may become incapable of being fulfilled and the Takeover Panel consents to Bidco not proceeding with the Acquisition, or (iii) the Takeover Panel otherwise consents to Bidco not proceeding with the Acquisition;

(c) a third party announces a firm intention to make an offer in respect of Attract in accordance with Rule 2.7 of the Code by no later than 1.00 p.m. 20 business days after the publication of the Announcement the value of which is at least 10 per cent. higher than the value of the consideration offered under the Acquisition.

The irrevocable undertaking from Ruffer LLP will cease to be binding if:

(a) Bidco announces, with the consent of the Panel and before the Scheme Document or offer document is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme or Takeover Offer to implement the Acquisition is announced in accordance with Rule 2.7 of the Takeover Code within 10 Business Days of such announcement;

(b) the Scheme (or Takeover Offer, as applicable) lapses or is withdrawn in accordance with its terms and no new, revised or replacement Scheme or Takeover Offer to implement the Acquisition has been announced in accordance with Rule 2.7 of the Code within 10 Business Days of such lapse or withdrawal; or

(c) a third party announces a firm intention to make an offer to acquire the entire issued and to be issued share ordinary share capital of the Company in accordance with Rule 2.7 of the Code on terms which represent an improvement of no less than 10 per cent. of the value of the consideration offered under the Acquisition and Bidco does not increase the consideration offered under the Acquisition to an amount which is greater than the value of consideration offered pursuant to such competing offer within 10 Business Days of the date of the announcement of the competing offer.

Letters of intent

Name	Number of Attraqt shares	Per cent. of Attraqt shares in issue
Hargreave Hale Limited	22,042,820	10.94
Lombard Odier Asset Management (Europe) Limited	14,775,006	7.33
Total	36,817,826	18.27

APPENDIX IV

DEFINITIONS

In this Announcement, the following words and expressions have the following meanings, unless the context requires otherwise:

Acquisition	the recommended offer to be made by Bidco to acquire the entire issued and to be issued share capital of Attraqt to be effected by means of the Scheme (or, if Bidco so elects and subject to the Takeover Panel's consent, a Takeover Offer) on the terms and subject to the conditions set out in the Scheme Document;
Acquisition Price	30 pence per Scheme Share;
AIM	AIM, a market operated by the London Stock Exchange;
AIM Rules	the rules of AIM as set out in the "AIM Rules for Companies" issued by the London Stock Exchange from time to time relating to AIM traded securities and the operation of AIM;
Announcement	this announcement of the Acquisition made in accordance with Rule 2.7 of the Code;
Attraqt	Attraqt Group plc;
Attraqt Board	the board of directors of Attraqt from time to time;
Attraqt Directors	the directors of Attraqt from time to time;
Attraqt Group	Attraqt and its subsidiaries and subsidiary undertakings;
Attraqt Share Plan	the "Attraqt Group plc Long Term Incentive Plan" operated by Attraqt;
Attraqt Shares	the ordinary shares of £0.01 each in the capital of Attraqt;
Attraqt Shareholders	the holders of Attraqt Shares;
Authorisations	authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions, determinations, exemptions or approvals;
Bidco	Aegean Bidco Limited;
Business Day	a day, other than a Saturday, Sunday, public holiday or bank holiday, on which banks are generally open for normal business in the City of London;
Canaccord Genuity	Canaccord Genuity Limited;
Closing Price	the closing middle market quotation for an Attraqt Share as derived from the AIM appendix to the Daily Official List on that day;
Code	the City Code on Takeovers and Mergers;
Combined Group	following completion of the Acquisition, the combined group comprising the Crownpeak Group and the Attraqt Group;
Companies Act	the UK Companies Act 2006, as amended;
Conditions	the conditions to the implementation of the Scheme and the Acquisition, which are set out in Appendix I to this Announcement and to be set out in the Scheme Document;
Confidentiality Agreement	the confidentiality agreement entered into by Crownpeak Technology and Attraqt on 26 August 2022;
Court	the High Court of Justice, Chancery Division (Companies Court), in England and Wales;
Court Meeting	the meeting (or any adjournment, postponement or reconvention thereof) of the Scheme Shareholders (or the relevant class or classes thereof) to be convened by order of the Court pursuant to section 896 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without modification);
Court Order	the order of the Court sanctioning the Scheme;
CREST	the relevant system (as defined in the Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the Regulations);
Crownpeak	Crownpeak Holdings, LLC;
Crownpeak Group	Crownpeak and its subsidiaries and subsidiary undertakings;
Crownpeak Technology	Crownpeak Technology, Inc.;
Daily Official List	the Daily Official List of the London Stock Exchange;
Dealing Disclosure	has the same meaning as in Rule 8 of the Code;
Disclosed	(i) matters fairly disclosed in the information made available to Bidco (or Bidco's advisers) in the data room established by Attraqt for the purposes of the Acquisition; (ii) information fairly disclosed in writing by or on behalf of Attraqt to Bidco prior to the date of this Announcement in relation to the Acquisition; (iii) information included in the annual report and accounts of the Attraqt Group for the financial year ended 31 December 2021; (iv) information disclosed in a public announcement to a regulatory news service made by Attraqt prior to the date of this Announcement; or (v) disclosed in this Announcement;
Disclosure Table	the disclosure table on the Takeover Panel's website ;
Effective	in the context of the Acquisition: (a) if the Acquisition is implemented by way of a Scheme, the Scheme having become effective in accordance with its terms, upon the delivery of the Court Order to the Registrar of Companies; or (b) if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer having been declared or become unconditional in all respects in accordance with the requirements of the Code;
Effective Date	the date upon which: (a) the Scheme becomes Effective; or (b) if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer becomes Effective;
Equity Commitment Letter	the equity commitment letter entered into by Bidco and Karakoram Fund I, L.P. on 29 September 2022;
Excluded Shares	(a) any Attraqt Shares legally or beneficially held by Bidco or any member of the Wider Bidco Group; or (b) any Treasury Shares;
FCA	the UK Financial Conduct Authority or its successor from time to time;
finnCap	finnCap Limited;
Forms of Proxy	the forms of proxy for use at the Court Meeting and the General Meeting respectively, which will accompany the Scheme Document;
FSMA	the Financial Services and Markets Act 2000, as amended;
General Meeting	the general meeting (or any adjournment, postponement or reconvention thereof) of Attraqt Shareholders to be convened in connection with the Scheme;
Governmental Entity	any supranational, national, state, municipal, local or foreign government, any minister or instrumentality, subdivision, court or tribunal, arbitrator or arbitrator panel, regulatory or administrative agency or commission, or other authority thereof, or any regulatory or quasi-regulatory organisation or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority;
ISIN	International Securities Identification Number;
K1 Investment Management	K1 Investment Management, LLC
London Stock Exchange	London Stock Exchange Group Plc;
Long Stop Date	31 January 2023 or such later date (if any) as Bidco and Attraqt may, with the consent of the Takeover Panel, agree and (if required) the Court may allow;
Offer Period	the period which commenced on the date of this Announcement and ending on the date on which the Acquisition becomes Effective, lapses or is withdrawn (or such other date as the Takeover Panel may decide);
Opening Position Disclosure	has the same meaning as in Rule 8 of the Code;
Raymond James	Raymond James Financial International Limited;
Registrar of Companies	the Registrar of Companies of England and Wales;
Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755);
Resolutions	the resolutions to be proposed by Attraqt at the General Meeting in connection with the Acquisition;
Restricted Jurisdiction	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available in that jurisdiction;
RIS	a service approved by the London Stock Exchange for the distribution to the public of announcements and included within the list maintained on the London Stock Exchange's website;
Sanction Hearing	the hearing by the Court to sanction the Scheme and, if such hearing is adjourned, references to the commencement of any such hearing shall mean the commencement of the final adjournment thereof;
Scheme	the proposed scheme of arrangement under Part 26 of the Companies Act to effect the Acquisition between Attraqt and the Scheme Shareholders (the full terms of which will be set out in the Scheme Document), with or subject to any modification, addition or condition which Bidco and Attraqt may agree, and, if required, the Court may approve or impose;
Scheme Document	the document to be despatched to (amongst others) Attraqt Shareholders containing, amongst other things, the terms and conditions of the Scheme, the notices convening the Court Meeting and the General Meeting;
Scheme Record Time	the time and date to be specified in the Scheme Document, expected to be 6:00 p.m. on the Business Day immediately prior to the Effective Date;
Scheme Shareholders	holders of Scheme Shares;
Scheme Shares	the Attraqt Shares:
	(i) in issue at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document and prior to the Voting Record Time; and
	(iii) (if any) issued at or after the Voting Record Time but at or before the Scheme Record Time in respect of which the original or any subsequent holder thereof is bound by the Scheme or shall by such time have agreed in writing to be bound by the Scheme;
	in each case other than any Excluded Shares;
Substantial Interest	in relation to an undertaking, a direct or indirect interest of 10 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking;
Takeover Offer	should the Acquisition be implemented by way of a takeover offer as defined in section 974 of the Companies Act 2006, the offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued share capital of Attraqt and, where the context requires, any subsequent revision, variation, extension or renewal of such offer;
Takeover Panel	the UK Panel on Takeovers and Mergers;
Third Party	each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, professional or investigative body or authority (including any antitrust or merger control authority), court, trade agency, professional association, institution, works council, employee representative body or any other similar body or person whatsoever in any jurisdiction;
Treasury Shares	any Attraqt Shares which are for the time being held by Attraqt as treasury shares (within the meaning of the Companies Act);
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland;
United States or US	the United States of America, its territories and possessions, all areas subject to its jurisdiction or any subdivision thereof, any state of the United States of America and the District of Columbia;
US Exchange Act	the United States Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder;
Voting Record Time	the date and time specified in the Scheme Document by reference to which entitlements to vote on the Scheme will be determined, expected to be 6.00 p.m. on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the second day before the date of such adjourned meeting;
Volume Weighted Average Price	the volume weighted average of the per share trading prices of Attraqt Shares on the London Stock Exchange as reported through Bloomberg;
Wider Attraqt Group	Attraqt, its subsidiary undertakings, associated undertakings and any other undertaking, body corporate, partnership, joint venture or person in which Attraqt and/or such undertakings (aggregating their interests) have a direct or indirect Substantial Interest or the equivalent;
Wider Bidco Group	Crownpeak, funds managed or advised by K1 Investment Management and their respective subsidiary undertakings (including Bidco), associated undertakings and any other body corporate partnership, joint venture or person in which Crownpeak and/or such undertakings (aggregating their interests) have direct or indirect Substantial Interest or the equivalent (excluding, for the avoidance of doubt, any member of the Wider Attraqt Group);
£ or pence	pounds sterling or pence, the lawful currency of the UK; and
$ or USD or dollars	dollars, the lawful currency of the United States of America.

In this Announcement:

(a) all times referred to are to London time unless otherwise stated;

(b) references to the singular include the plural and vice versa, unless the context otherwise requires;

(c) "subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act and "associated undertaking" has the meaning given to it by paragraph 19 of Schedule 6 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 1(b) thereof which shall be excluded for this purpose; and

(d) all references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

OFFFIFSIAEIAFIF

Date		Source	Headline
7th Dec 2022	7:00 am	RNS	Cancellation - Attraqt Group Plc
6th Dec 2022	1:04 pm	RNS	Scheme of Arrangement becomes Effective
6th Dec 2022	7:30 am	RNS	Suspension – Attraqt Group Plc
1st Dec 2022	5:45 pm	RNS	Attraqt Group
1st Dec 2022	8:00 am	RNS	Replacement - Exercise of Share Options and PDMR
30th Nov 2022	7:00 am	RNS	Exercise of Share Options and PDMR Dealings
24th Nov 2022	11:05 am	RNS	Court Sanction of Scheme of Arrangement
14th Nov 2022	3:17 pm	RNS	Form 8.3 - ATTRAQT GROUP LTD
14th Nov 2022	11:39 am	RNS	Form 8.5 (EPT/RI)
11th Nov 2022	5:09 pm	BUS	Form 8.3 - Attraqt Group PLC
10th Nov 2022	9:55 am	RNS	Form 8.5 (EPT/RI)
10th Nov 2022	8:46 am	RNS	Form 8.3 - ATTRAQT Group PLC
9th Nov 2022	5:37 pm	BUS	Form 8.3 - Attraqt Group PLC
9th Nov 2022	12:00 pm	RNS	Results of Court Meeting and General Meeting
2nd Nov 2022	8:43 am	RNS	Form 8.3 - ATTRAQT GROUP PLC
20th Oct 2022	5:33 pm	RNS	Form 8.3 - Attraqt Group PLC (replacement)
20th Oct 2022	4:37 pm	RNS	Form 8.3 - Attraqt Group Ltd (Replacement)
20th Oct 2022	1:33 pm	RNS	Form 8.3 - Attraqt Group PLC
20th Oct 2022	9:07 am	RNS	Form 8.3 - ATTRAQT Group PLC
19th Oct 2022	3:34 pm	RNS	Holding(s) in Company
19th Oct 2022	3:22 pm	EQS	Form 8.3 - Maitland Institutional Services Limited: Form 8.3 Re Attraqt Group plc
19th Oct 2022	7:00 am	RNS	Publication and posting of Scheme Document
18th Oct 2022	2:47 pm	EQS	Form 8.3 - Maitland Institutional Services Limited: Re Attraqt Group plc
17th Oct 2022	12:23 pm	EQS	Form 8.3 - Maitland Institutional Services Limited: Re Attraqt plc
14th Oct 2022	2:40 pm	RNS	Form 8.3 - Attraqt Group Plc
14th Oct 2022	9:14 am	RNS	Form 8.3 - ATTRAQT GROUP PLC
13th Oct 2022	4:30 pm	RNS	Form 8.3 - Attraqt Group plc
13th Oct 2022	10:16 am	RNS	Form 8 (OPD) - Attraqt Group plc
12th Oct 2022	4:22 pm	RNS	Holding(s) in Company
11th Oct 2022	3:06 pm	RNS	Form 8.3 - Attraqt Group plc
6th Oct 2022	9:29 am	RNS	Holding(s) in Company
5th Oct 2022	10:23 am	RNS	Form 8.3 - ATTRAQT GROUP PLC
4th Oct 2022	1:56 pm	EQS	Form 8.3 - Maitland Institutional Services Limited: Re Attraqt Group plc
4th Oct 2022	1:52 pm	EQS	Form 8.3 - Maitland Institutional Services Limited: Re Attraqt Group plc
4th Oct 2022	10:43 am	RNS	Form 8.3 - Attraqt Group plc
4th Oct 2022	8:58 am	RNS	Form 8.3 - ATTRAQT Group PLC
4th Oct 2022	7:00 am	RNS	Holding(s) in Company
3rd Oct 2022	5:13 pm	RNS	Holding(s) in Company
3rd Oct 2022	2:58 pm	RNS	Form 8.3 - Attraqt Group plc
3rd Oct 2022	1:13 pm	EQS	Form 8.3 - Maitland Institutional Services Limited: Re Attraqt Group plc
3rd Oct 2022	10:10 am	RNS	Form 8.3 - Attraqt Group plc
3rd Oct 2022	10:02 am	RNS	Form 8.3 - ATTRAQT GROUP PLC
3rd Oct 2022	8:28 am	RNS	Form 8.3 - ATTRAQT Group PLC
3rd Oct 2022	7:00 am	BUS	Form 8.3 - Attraqt Group PLC
30th Sep 2022	3:19 pm	RNS	Form 8.3 - ATTRAQT Group PLC
30th Sep 2022	3:12 pm	EQS	Form 8.3 - Maitland Institutional Services Limited: Re Attraqt Group plc
30th Sep 2022	3:10 pm	RNS	Form 8.3 - Attraqt Group
30th Sep 2022	2:49 pm	GNW	Form 8.3 - [Attraqt Group plc - Opening Declaration - 29 09 2022] - (HHL)
30th Sep 2022	1:31 pm	RNS	Form 8.3 - Attraqt Group PLC
30th Sep 2022	10:27 am	RNS	Form 8.3 - ATTRAQT GROUP PLC

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Recommended Acquisition of Attraqt

The attention of Attraqt Shareholders is drawn to the fact that the Acquisition is also conditional on other Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document.

The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to Attraqt Shareholders within 28 days of the date of this Announcement, unless Bidco and Attraqt otherwise agree, and the Takeover Panel consents, to a later date.

(a) approval of a majority in number of the Scheme Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting; and

(b) approval by the requisite majority of the Resolutions at the General Meeting (to be held directly after the Court Meeting) necessary in order to implement the Scheme.

(a) had an interest in, or right to subscribe for, relevant securities of Attraqt;

(c) had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of Attraqt; or

(d) had borrowed or lent any Attraqt Shares.

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