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

21 JANUARY 2021

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

Scheme is Effective

Cpl Resources plc ("Cpl") and OUTSOURCING Inc. ("OUTSOURCING") are pleased to announce that the Scheme became effective today, 21 January 2021.

Despatch of cheques and crediting of CREST accounts for Consideration due under the Scheme is expected to occur on 3 February 2021 and in any event by no later than 4 February 2021, in accordance with the terms of the Scheme.

Trading of Cpl Shares on Euronext Growth and AIM has been suspended from 7:30 a.m. today and cancellation of Cpl Shares to trading on Euronext Growth and AIM will take effect from 7:00 a.m. on 22 January 2021.

Except as otherwise defined herein, capitalised terms used but not defined in this announcement ("Announcement") have the same meanings as given to them in the scheme document published on 25 November 2020.

Statements required by the Takeover Rules

The Cpl Directors accept responsibility for the information contained in this Announcement relating to Cpl. 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.

The directors of Bidco and OUTSOURCING accept responsibility for the information contained in this Announcement relating to Bidco and OUTSOURCING. To the best of the knowledge and belief of the directors of Bidco and OUTSOURCING (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.

Nomura, which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority in the United Kingdom, is acting exclusively for OUTSOURCING and no one else in connection with the Acquisition and Nomura, its affiliates and its respective officers, employees, agents, representatives and/or associates will not regard any other person as their client, nor will they be responsible to anyone other than OUTSOURCING for providing the protections afforded to clients of Nomura nor for giving advice in relation to the Acquisition or any matter or arrangement referred to in this Announcement.

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.

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 Inc., Outsourcing Talent Ireland Limited and Cpl disclaim any responsibility or liability for the violations of any such restrictions by any person.

Publication on website

A copy of this Announcement will be available, free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Cpl's website at www.cpl.com by no later than 12.00 p.m. on the business day following this Announcement. The contents of Cpl's website are not incorporated into, and do not form part of, this Announcement.