CPS.L Regulatory News (CPS)

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

FOR IMMEDIATE RELEASE

25 NOVEMBER 2020

Recommended acquisition of Cpl Resources plc by Outsourcing Talent Ireland Limited, a wholly-owned subsidiary of OUTSOURCING Inc.

Publication and Posting of Scheme Document

On 4 November 2020, Cpl Resources plc ("Cpl") and OUTSOURCING Inc. ("OUTSOURCING") announced that they had reached agreement on the terms of a cash offer for Cpl by OUTSOURCING, which has been unanimously recommended by the Cpl board of directors, pursuant to which Outsourcing Talent Ireland Limited ("Bidco"), a wholly-owned subsidiary of OUTSOURCING, will acquire the entire issued and to be issued share capital of Cpl (the "Acquisition").

The Acquisition is to be effected by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme").

Cpl announces that it has today published a circular relating to the Scheme (the "Scheme Document") which it has also posted to shareholders of Cpl ("Cpl Shareholders") together with the associated Forms of Proxy.

Under the terms of the Acquisition, Cpl Shareholders will be entitled to receive:

for each Cpl Ordinary Share €11.25 in cash

The Acquisition values the entire issued and to be issued share capital of Cpl at approximately €317.8 million and represents a premium of approximately:

• 36.4% to Cpl's Closing Price of €8.25 on 3 November 2020 (being the last practicable date prior to the date of the Rule 2.5 Announcement);

• 50.6% to Cpl's volume weighted average share price of approximately €7.47 over the 30 trading day period ending on 3 November 2020; and

• 54.2% to Cpl's volume weighted average share price of approximately €7.30 over the 90 trading day period ending on 3 November 2020.

It is proposed that, under the Scheme, all Scheme Shares will be transferred to Bidco. As a result of these arrangements, Cpl will become a wholly owned subsidiary of Bidco. Cpl Shareholders whose shares are subject to the Scheme will receive the Consideration (without interest and less any applicable withholding taxes). Cpl Shares issued after the Scheme Record Time will not be subject to the Scheme. Accordingly, it is proposed that the Cpl Articles be amended so that any Cpl Shares issued after the Scheme Record Time (other than to Bidco and / or its nominees) will be immediately and automatically transferred to Bidco on the same terms as under the Scheme.

The Scheme requires approval by Cpl Shareholders at the Scheme Meeting to be held at 6th Floor, 2 Grand Canal Square, Dublin 2, D02 A342, Ireland on 18 December 2020, commencing at 12 noon. In addition to approval at the Scheme Meeting, implementation of the Scheme requires various approvals by Cpl Shareholders at an EGM to be held at the same location commencing at 12.15 p.m. on 18 December 2020 or, if later, immediately after the conclusion or adjournment of the Scheme Meeting. If the Scheme becomes effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Scheme Meeting or the EGM (and, if they attended and voted, whether or not they voted in favour).

COVID-19 Restrictions

The Cpl Board notes the measures currently in force in Ireland due to the ongoing COVID-19 pandemic. At the time of publication of the Scheme Document, the Irish Government has prohibited public gatherings, save in certain limited circumstances. In light of these measures, together with the uncertainty as to any additional and/or alternative measures that may be put in place by the Irish Government, and in order to protect the health and safety of the Company's shareholders and directors, we hope that shareholders will understand that Cpl Shareholders and other attendees will not be permitted to attend the Scheme Meeting or the EGM in person, save for the Chairperson, Cpl's legal advisers and any Cpl Directors that may be nominated by the Chairperson.

Instead, Cpl Shareholders will be given the opportunity to remotely attend, speak, ask questions and vote at the Scheme Meeting and the EGM via a virtual meeting platform provided by Lumi AGM UK Limited and related teleconference facility.

The expected timetable of principal events is attached as an Appendix to this Announcement

Cpl Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Capitalised terms used, but not defined, in this Announcement have the same meaning as in the Scheme Document.

Statements required by the Takeover Rules

The Cpl Directors accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the Cpl Directors (who have taken all reasonable care to ensure such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Rothschild & Co, which is authorised and regulated by the UK Financial Conduct Authority, is acting as financial adviser to Cpl and no one else in connection with the Acquisition and will not be responsible to anyone other than Cpl for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in connection with the Acquisition or the other matters referred to herein. Neither Rothschild & Co 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 Rothschild & Co in connection with the Acquisition, this Announcement, any statement contained herein or otherwise.

Davy, which is authorised and regulated by the Central Bank of Ireland, is acting exclusively for Cpl and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Cpl for providing the protections afforded to clients of Davy, or for providing advice in connection with the matters referred to in this Announcement.

Disclosure requirements of the Takeover Rules

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in, 1% or more of any class of "relevant securities" of Cpl, all "dealings" in any "relevant securities" of Cpl (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3:30 pm (Irish time) on the "business day" in Dublin following the date of the relevant transaction. This requirement will continue until the date on which the "offer period" ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of Cpl, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all "dealings" in "relevant securities" of Cpl by OUTSOURCING or Bidco, or by any party acting in concert (as defined in the Irish Takeover Panel Act 1997 (as amended)) with either of them, must also be disclosed by no later than 12 noon (Irish time) on the business day in Dublin following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

General

The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in Ireland or the United Kingdom. Persons who are not resident in Ireland or the United Kingdom, or who are subject to laws of any jurisdiction other than Ireland or the United Kingdom, should inform themselves about, and observe, any applicable legal or regulatory requirements. 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.

The release, publication or distribution of this Announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this Announcement and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any restricted jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, OUTSOURCING, Bidco and Cpl disclaim any responsibility or liability for the violations of any such restrictions by any person.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Any 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.

Time

All references to times are to Irish time unless otherwise stated.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Cpl's current expected dates for the implementation of the Acquisition and the Scheme and is subject to change.

The dates below are indicative only, are subject to change and will depend, amongst other things, on the date on which certain Conditions to the Scheme are satisfied or, if capable of waiver, waived and the date on which the High Court sanctions the Scheme. Cpl will give adequate notice of all of these dates, when known, by issuing an announcement through a Regulatory Information Service. Further updates or changes to other times or dates indicated below shall, at Cpl's discretion, be notified in the same way.