IND.L Regulatory News (IND)

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 THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014

FOR IMMEDIATE RELEASE

17 March 2020

RECOMMENDED CASH ACQUISITION

of

IndigoVision Group plc ("IndigoVision")

by

Motorola Solutions International Holding Limited ("Bidco")

a wholly owned subsidiary of Motorola Solutions, Inc. ("Motorola Solutions")

to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006

Summary

· The Boards of Motorola Solutions, Bidco and IndigoVision are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition pursuant to which Bidco intends to acquire the entire issued and to be issued share capital of IndigoVision (the "Acquisition").

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

· The Acquisition values the entire issued and to be issued share capital of IndigoVision at approximately £30.4 million (approximately $37.2 million) and represents:

· a premium of approximately 129 per cent. to the Closing Price of 177.0 pence per IndigoVision Share on the Last Practicable Date;

· a premium of approximately 110 per cent. to the average Closing Price per IndigoVision Share of 193.1 pence during the three-month period ended on the Last Practicable Date; and

· a premium of approximately 116 per cent. to the average Closing Price per IndigoVision Share of 187.6 pence during the 12-month period ended on the Last Practicable Date.

· Motorola Solutions, a leading global provider of mission critical communications and analytics, has a strong presence in the large and expanding area of video security. Motorola Solutions' offerings include high-definition cameras, advanced video analytics, network video management hardware and software and access control solutions. Motorola Solutions believes that IndigoVision's range of products, global presence and customer base are highly complementary to Motorola Solutions' existing presence in video security and therefore believes that the Acquisition will provide Motorola Solutions with enhanced geographical reach across a wider customer base.

· The Consideration payable to IndigoVision Shareholders under the terms of the Acquisition will be funded from the existing cash resources of Motorola Solutions.

· In light of the Acquisition, the IndigoVision Directors have resolved that, conditional upon and with effect from the Effective Date, the proposal for a final dividend of 2 pence per IndigoVision Share, announced in IndigoVision's preliminary financial results for the year ended 31 December 2019 released on 5 March 2020, is cancelled and, assuming the Scheme becomes effective, will not be paid.

· If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by IndigoVision in respect of an IndigoVision Share on or after the date of this Announcement and prior to the Effective Date, Motorola Solutions and Bidco will have the right to reduce the value of the consideration payable for each IndigoVision Share by up to the amount per IndigoVision Share of such dividend, distribution or return of value except where the IndigoVision Share is or will be acquired pursuant to the Acquisition on a basis which entitles Bidco to receive the dividend, distribution or return of value and to retain it.

· 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. Motorola Solutions and Bidco reserve the right to elect, with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme.

Recommendation

· The IndigoVision Directors, who have been so advised by N+1 Singer 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 IndigoVision Directors, N+1 Singer has taken into account the commercial assessments of the IndigoVision Directors. N+1 Singer is providing independent financial advice to the IndigoVision Directors for the purposes of Rule 3 of the Code.

· Accordingly, the IndigoVision Directors intend to unanimously recommend that IndigoVision Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, as the IndigoVision Directors have irrevocably undertaken to do (or, if Motorola Solutions and Bidco, with the consent of the Panel, exercise their right to implement the Acquisition by way of a Takeover Offer, to accept such offer) in respect of their own beneficial holdings of 254,989 IndigoVision Shares (representing, in aggregate, approximately 3.5 per cent. of the IndigoVision Shares in issue on the Last Practicable Date).

Irrevocable undertakings

· Bidco has also received irrevocable undertakings from certain other IndigoVision Shareholders to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or, if Motorola Solutions and Bidco, with the consent of the Panel, exercise their right to implement the Acquisition by way of a Takeover Offer, to accept such offer), in respect of a total of 4,147,212 IndigoVision Shares, representing approximately 56.5 per cent. of the IndigoVision Shares in issue on 16 March 2020 (being the Last Practicable Date).

· In aggregate, therefore, irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting have been received in respect of a total of 4,402,201 IndigoVision Shares, representing approximately 60.0 per cent. of the IndigoVision Shares in issue on 16 March 2020 (being the Last Practicable Date).

· Further details of the irrevocable undertakings received by Bidco are set out in Appendix III to this Announcement.

The Scheme process

· 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. The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be issued share capital of IndigoVision. The Scheme will be put to IndigoVision Shareholders at the Court Meeting and the Resolution will be put to the IndigoVision Shareholders at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of IndigoVision Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the IndigoVision Shares voted. For the Scheme to be implemented, the Resolution must also be approved by IndigoVision Shareholders at the General Meeting representing at least 75 per cent. of the votes cast at the General Meeting.

· The Acquisition is subject to, inter alia, the Conditions and certain further terms set on in Appendix I and to be set out in the Scheme Document.

· The Scheme Document will include further details about the Acquisition, together with notices of the Court Meeting and General Meeting, the expected timetable for the Acquisition and will specify the action to be taken by IndigoVision Shareholders. The Scheme Document, together with the Forms of Proxy, will be published as soon as practicable and, in any event (save with the consent of the Panel), within 28 days of this Announcement.

· The timing of the implementation of the Acquisition will be dependent on a number of factors including availability of the Court. The Scheme is currently expected to become Effective by the end of May 2020, subject to the satisfaction or, where applicable, waiver of the Conditions.

Comments on the Acquisition

Commenting on the Acquisition, Pedro Vasco Simoes, Chief Executive Officer of IndigoVision said: 

"The access we will now have to Motorola Solutions' range of innovative technologies will create new opportunities for IndigoVision and enable us to bring an exciting proposition to the market that allows us to further deliver on our goal of delivering safety, security and business intelligence." 

Commenting on the Acquisition, John Kedzierski, Senior Vice President, Video Security Solutions, Motorola Solutions said:

"We share IndigoVision's commitment to providing next-generation, end-to-end video security solutions that enhance safety, security and efficiency. IndigoVision's end-to-end offering, global presence and customer base will complement our existing and growing presence in video security and analytics."

General

This summary should be read in conjunction with the full text of the following announcement, including the Appendices. The Conditions and certain further terms of the Acquisition are set out in Appendix I to this Announcement. Appendix II contains bases and sources of certain information contained within this Announcement. Appendix III contains a summary of the irrevocable undertakings received in relation to the Acquisition and Appendix IV contains the definitions of certain terms used in this Announcement.

Enquiries:

Winston & Strawn LLP are retained as legal advisers to Motorola Solutions and Bidco. Shepherd and Wedderburn LLP are retained as legal advisers to IndigoVision.

Further information

finnCap Ltd, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Motorola Solutions and Bidco and no-one else in connection with the Acquisition and will not be responsible to anyone other than Motorola Solutions and Bidco for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Acquisition or any other matter referred to in this Announcement.

N+1 Singer, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser and nominated adviser to IndigoVision and no-one else in connection with the Acquisition and will not be responsible to anyone other than IndigoVision for providing the protections afforded to clients of N+1 Singer nor for providing advice in connection with the Acquisition or any other matter referred to in this Announcement.

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

This Announcement has been prepared for the purposes of complying with English law, Scots law, the Code and the AIM Rules 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 any jurisdiction outside the United Kingdom.

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

No person should construe the contents of this Announcement as legal, financial or tax advice and any interested person should consult its own adviser in connection with such matters.

Overseas shareholders

The release, publication or distribution of this Announcement in certain jurisdictions other than the United Kingdom may be restricted by law and the ability of IndigoVision Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be restricted by the laws and/or regulations of those jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their IndigoVision Shares with respect to the Scheme at the Court Meeting or with respect to the Resolution at the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting and/or General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom, or IndigoVision Shareholders who are not resident in the United Kingdom, should inform themselves of, and observe, any applicable requirements in their jurisdiction. Any failure to comply with the applicable 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 or liability for the violation of such restrictions by any person.

Unless otherwise determined by Motorola Solutions and Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

Further details in relation to IndigoVision Shareholders in overseas jurisdictions will be contained in the Scheme Document.

US shareholders

IndigoVision Shareholders in the United States should note that the Acquisition relates to the securities of a company organised under the laws of Scotland and is proposed to be effected by means of a scheme of arrangement under the Companies Act. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with Scots law, the Code and UK disclosure requirements, format and style applicable to a scheme of arrangement, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom under the Code to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules. However, Motorola Solutions and Bidco reserve the right to implement the Acquisition by means of a Takeover Offer as an alternative to a scheme of arrangement.

The information contained in this Announcement has neither been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon the fairness or merits of the proposal contained in this Announcement or determined the adequacy or accuracy of the information contained herein. Any representation to the contrary is a criminal offence in the United States.

IndigoVision's financial statements, and all financial information that is included in this Announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been prepared in accordance with International Financial Reporting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles. US generally accepted principals differ in certain respects from International Financial Reporting Standards. None of the financial information in this Announcement has been audited in accordance with the auditing standards generally accepted in the US or the auditing standards of the Public Company Accounting Oversight Board of the US.

It may be difficult for US holders of IndigoVision Shares to enforce their rights and any claims they may have arising under US Federal securities laws in connection with the Acquisition, since IndigoVision is organised under the laws of a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States, and most of the assets of IndigoVision are located outside of the United States. US holders of IndigoVision Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US Federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.

If Motorola Solutions and Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with applicable US securities laws and regulations, including to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and in accordance with the Code. Such a Takeover Offer would be made in the United States by Bidco and no one else. Accordingly, the Acquisition would be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

The receipt of cash pursuant to the Acquisition by an IndigoVision Shareholder in the United States as consideration for the transfer of its IndigoVision Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under any applicable United States state and local income tax laws. Each IndigoVision Shareholder in the United States is urged to consult its independent professional tax or legal adviser immediately regarding the US federal, state and local income and non-income tax consequences of the Acquisition applicable to it, as well as any consequences arising under the laws of any other taxing jurisdiction.

In accordance with normal UK practice and consistent with Rule 14e-5(b) under the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in IndigoVision outside such a Takeover Offer during the period in which such a Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would occur outside the US either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including to the extent applicable, the US Exchange Act and the Code. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm. This information will be publicly disclosed in the US to the extent that such information is made public in the UK.

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 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(s), 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 p.m. (London time) on the Business Day following the date of the relevant dealing.

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

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

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the 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 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.

Forward-looking statements

This Announcement contains certain statements in relation to Motorola Solutions, Bidco and IndigoVision that are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact, are or may be deemed to be, forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are therefore subject to known and unknown risks and uncertainties which could cause actual results, performance or events to differ materially from the future results, performance or events expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects", "goal", "objective", "outlook", "risks", "seeks" or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might", "probably" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward- looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement. Each of the Motorola Solutions, Bidco and IndigoVision and their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except as required by applicable law. Neither Motorola Solutions, Bidco nor IndigoVision nor their respective members, directors, officers or employees, advisers or any person acting on their behalf, 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.

No forward-looking or other statements have been reviewed by the auditors of Motorola Solutions, Bidco or IndigoVision. All subsequent oral or written forward-looking statements attributable to Motorola Solutions, Bidco or IndigoVision or their respective members, directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

No profit forecasts

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

Publication on website

Pursuant to Rule 26.1 of the Code, a copy of this Announcement and other documents in connection with the Scheme will, subject to certain restrictions, be available for inspection on www.Motorola Solutions.com and www.IndigoVisionplc.com no later than 12 noon (London time) on the Business Day following this Announcement. The contents of the websites referred to in this Announcement are not incorporated into, and do not form part of, this Announcement.

Requesting hard copy documents

If you have received this Announcement in electronic form or by it being published on IndigoVision's website, you can obtain a hard copy of this Announcement by contacting Computershare Investor Services PLC at Corporate Actions Projects, Bristol, BS99 6AH or by telephoning +44 (0)370 707 4040 or by e-mailing IR@indigovision.com. You will not receive a hard copy of this Announcement unless you so request. You may also inform Computershare Investor Services PLC that you wish all future documents, announcements and information in relation to the Acquisition be sent to you in hard copy.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by IndigoVision Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from IndigoVision may be provided to Motorola Solutions or Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures 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 in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, IndigoVision confirms that as at the date of this Announcement, it has in issue and admitted to trading on AIM 7,337,940 ordinary shares of £0.01 each (excluding any Treasury Shares). The International Securities Identification Number (ISIN) for IndigoVision Shares is GB0032654534.

Part II

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 THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014

FOR IMMEDIATE RELEASE

17 March 2020

RECOMMENDED CASH ACQUISITION

of

IndigoVision Group plc ("IndigoVision")

by

Motorola Solutions International Holding Limited ("Bidco")

a wholly owned subsidiary of Motorola Solutions, Inc. ("Motorola Solutions")

to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006

1. Introduction

The Boards of Motorola Solutions, Bidco and IndigoVision are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition pursuant to which Bidco intends to acquire the entire issued and to be issued share capital of IndigoVision. 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.

2. The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document, IndigoVision Shareholders shall be entitled to receive:

The Acquisition values the entire issued and to be issued share capital of IndigoVision at approximately £30.4 million (approximately $37.2 million) and represents:

· a premium of approximately 129 per cent. to the Closing Price of 177.0 pence per IndigoVision Share on the Last Practicable Date;

· a premium of approximately 110 per cent. to the average Closing Price per IndigoVision Share of 193.1 pence during the three-month period ended on the Last Practicable Date; and

· a premium of approximately 116 per cent. to the average Closing Price per IndigoVision Share of 187.6 pence during the 12-month period ended on the Last Practicable Date.

3. Recommendation

The IndigoVision Directors, who have been so advised by N+1 Singer as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable and in the best interests of IndigoVision and IndigoVision Shareholders as a whole. In providing advice to the IndigoVision Directors, N+1 Singer has taken into account the commercial assessments of the IndigoVision Directors. N+1 Singer is providing independent financial advice to the IndigoVision Directors for the purposes of Rule 3 of the Code.

Accordingly, the directors of IndigoVision intend to unanimously recommend that IndigoVision Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, as the IndigoVision Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 254,989 IndigoVision Shares, representing, in aggregate, approximately 3.47 per cent. of the IndigoVision Shares in issue as at the Last Practicable Date.

4. Background to and reasons for the Acquisition

Motorola Solutions believes that through its wide range of mission-critical communications products it is a leader in driving improvements in public safety and security as its technology platforms help to make cities and businesses safer. Motorola Solutions' solutions enable its commercial customers, federal and local governments to communicate in everyday and extreme situations.

Video can serve as a highly efficient system for monitoring a given location whilst advanced video analytics can proactively alert officials to potential breaches or suspicious activity. Video cameras are deployed across airports, rail, streets and buildings enabling commercial customers and government organisations to capture, analyse and use the content in real time to help improve security.

The acquisition of Avigilon in 2018 enabled Motorola Solutions to position itself as a leader in video security. Motorola Solutions' offerings include video analytics, network video management software and hardware, video cameras and access control solutions.

Through Motorola Solutions' position as a global leader in mission critical communications and analytics, it is identifying additional growth opportunities in its video security and command centre software platforms. Motorola Solutions views drivers of these growth opportunities as follows:

(a) video cross-selling opportunities where Motorola Solutions has traditionally sold video into commercial verticals, it is now seeking opportunities into the government and public safety verticals;

(b) accelerating traction with command centre software suite sales; and

(c) a deeper penetration of service into existing land mobile radio customers as communication networks become more complex, software-centric and data-driven.

Motorola Solutions is actively pursuing these growth opportunities, and it has in the last 12 months made go-to-market investments in both video security and its command centre software platforms with growth in mind. The acquisition of IndigoVision fits perfectly into this strategy.

Motorola Solutions believes that IndigoVision's range of products, global presence and customer base are highly complementary to Motorola Solutions' existing presence in video security. Additionally, Motorola Solutions believes that there are excellent opportunities to replace current third-party manufactured IndigoVision products with Motorola Solutions products. Motorola Solutions believes that the acquisition of IndigoVision will provide Motorola Solutions with enhanced geographical reach across a wider customer base.

5. Background to and reasons for the IndigoVision Directors' recommendation

In recent years, IndigoVision has undertaken a significant process of restructuring and repositioning the IndigoVision Group for improved financial and operational performance and for growth. This began in 2018 with the restructure of IndigoVision's global sales team and expansion of its sales channel, targeting of markets with the potential to drive increased revenue and building long-lasting partnerships with end-users and system integrators. The goal for 2019, as recently reported, was to improve customer experience and drive efficiency in product development as well as a focus on seeking to accelerate new product introductions in both software and hardware categories.

These structural changes and strategic progress drove a year of solid financial delivery in FY19, with IndigoVision reporting an improvement in revenue to $50.2 million (2018: $46.0 million) and a move into profitability for the first time in several years, with adjusted EBITDA of $3.3 million (2018: $0.3 million) and reported profit before tax of $1.3 million (2018: loss before tax of $0.6 million). In 2019, IndigoVision also completed its first ever acquisition, of AgoraSys SA, a Portuguese spinout from the University of Lisbon, a provider of a unified "command and control" software platform that integrates different security systems from multiple vendors, including IndigoVision's Control Center video management software.

Moving forward, the IndigoVision Group's stated strategy is to become a provider of next generation end-to-end video security management solutions that deliver safety, security and business intelligence, providing an elegant, effective and dynamic solution for its customers. The IndigoVision Directors believe that the Acquisition will provide the IndigoVision Group with the support and resources to accelerate its strategy whilst also providing access to Motorola Solutions' range of innovative technologies and technical expertise to advance the IndigoVision Group's software development. The IndigoVision Directors also consider that the Acquisition will provide IndigoVision with improved access to the US market in a way that would not otherwise have been available to it as an independent business.

In considering the merits of the Acquisition, the IndigoVision Directors have also taken into account the following factors:

- Although the IndigoVision Directors are particularly encouraged by the turnaround in financial performance, as demonstrated in IndigoVision's results for the year ended 31 December 2019, driven by operational enhancements, improved execution and cost control, there remains execution risk for IndigoVision in pursuing an independent strategy;

- The IndigoVision Directors note Motorola Solutions' commitment to employee retention and investment in Motorola Solutions' video offering, as enlarged by IndigoVision's product portfolio, coupled with the added benefit of access to substantial resource that comes with being part of a much larger global enterprise, particularly Motorola Solutions' sales and marketing and support functions;

- Through the Acquisition, it is intended that IndigoVision will introduce Motorola Solutions' hardware and software to IndigoVision's product portfolio providing a broader product offering to IndigoVision's existing customers;

- Although IndigoVision has made progress in recent years in limiting its exposure to China as it sought to diversify its supplier base, China remains a key part of IndigoVision's supply chain. This exposure presents risks associated in the short-term with the COVID-19 pandemic currently affecting the region and, in the longer-term, with international trade and tariffs, particularly in the USA, a key region for IndigoVision as it expands, in light of the recently introduced National Defence Authorization Act ("NDAA"). The NDAA prohibits certain Chinese manufacturers from supplying goods, directly or otherwise, to US government organisations and while IndigoVision has been able to find a compromise solution, the expectation is that this legislation will become more prohibitive and wider in scope as it develops. As part of the Acquisition, it is intended that IndigoVision would utilise Motorola Solutions' supply chain, significantly reducing supply chain risk and serving to support IndigoVision's US operations;

- Trading in the IndigoVision Shares is relatively thin, with an average daily volume over the 12 months to 31 December 2019 of less than 6,000 IndigoVision Shares and as such, IndigoVision's share price is relatively volatile. Furthermore, the IndigoVision Directors do not consider that IndigoVision's current share price reflects IndigoVision's improved trading performance or its significant strategic opportunity. As a result, the IndigoVision Directors do not consider that IndigoVision is able to use its AIM admission to its full advantage, and consider that the ongoing administrative costs of maintaining such admission are disproportionate to its benefits; and

- The Acquisition value provides an opportunity for IndigoVision Shareholders to realise their investment for cash at a price that represents an attractive premium of 129 per cent over the Closing Price of 177 pence per IndigoVision Share on the Last Practicable Date.

Accordingly, taking into account the factors outlined above, the IndigoVision Directors believe that IndigoVision Shareholders should have the opportunity to realise in full and in cash their investment in IndigoVision on the attractive terms proposed by Motorola Solutions.

6. Irrevocable undertakings

As well as the irrevocable undertakings received from the IndigoVision Directors in respect of 254,989 IndigoVision Shares, representing in aggregate approximately 3.5 per cent. of IndigoVision Shares in issue as at the Last Practicable Date, Bidco has also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or, if Motorola Solutions and Bidco exercise,with the consent of the Panel, their right to implement the Acquisition by way of a Takeover Offer, to accept such offer) from certain other IndigoVision Shareholders amounting, in aggregate, to 4,147,212 IndigoVision Shares (representing, in aggregate, approximately 56.5 per cent. of the IndigoVision Shares in issue on the Last Practicable Date).

Therefore, in aggregate Bidco has received irrevocable undertakings in respect of 4,402,201 IndigoVision Shares (representing, in aggregate, approximately 60.0 per cent. of the IndigoVision Shares in issue on the Last Practicable Date).

Further details of the irrevocable undertakings received by Bidco, including the conditions attached to these irrevocable undertakings, are set out in Appendix III to this Announcement.

7. Information relating to Motorola Solutions

Motorola Solutions is a leading global provider of mission-critical communications and analytics. Its products and services help government, public safety and commercial customers improve their operations through increased effectiveness, efficiency, and safety of their mobile workforces.

Motorola Solutions conducts business in over 100 countries globally and operates through two segments: Products and Systems Integration and Software and Services.

Products and Systems Integration: The Products and Systems Integration segment offers an extensive portfolio of devices, including land mobile radio handsets, infrastructure and accessories, as well as video security devices and infrastructure. The segment also includes the implementation and integration of such systems, devices and applications. The primary customers of the Products and Systems Integration segment are government, public safety and first-responder agencies, and municipalities, as well as commercial and industrial customers who use private radio networks and video security in the course of their operations.

Software and Services: The Software and Services segment provides a broad range of solution offerings for government, public safety and commercial customers. Software includes a public safety and enterprise command centre software suite, unified communications applications, and video software solutions, delivered both on-premise and "as a service." Services includes a continuum of service offerings beginning with repair, technical support and maintenance. More advanced offerings include monitoring, software updates and cybersecurity services. Managed services range from partial to full operation of customer or Motorola Solutions-owned networks.

8. Information relating to IndigoVision

IndigoVision is a developer and manufacturer of complete, end-to-end video security and surveillance networks, complemented by its offering of data management and video analytics software and serving a range of end-users through a global network of over 1,000 authorised systems integrators and distributors. IndigoVision's product suite includes video management software, cameras, encoders, storage devices and integration to security and operational systems, and it supplies systems ranging in size from small camera configurations to large scale, complex security installations.

IndigoVision's distributed network architecture provides resilience and efficiency while also removing the risk of a single point of failure. IndigoVision offers end-to-end network solutions while also providing hardware products and software that are open and easily integrated with third party systems or networks. The IndigoVision Group serves a range of customers, from small to medium sized enterprises to large and multinational corporations on a global basis, being particularly well known in the enterprise markets of airports, safe cities, banks, casinos and retail.

The IndigoVision Directors have a keen focus on technological innovation, and IndigoVision regularly introduces new products to market to maintain its competitive position. IndigoVision operates a dual development strategy of in-house software development and the use of technology partners. The recent acquisition by IndigoVision of AgoraSys SA added an innovative software solution which provides business processes, procedures and auditing tools allowing IndigoVision customers to audit and analyse their entire operation online.

The IndigoVision Group operates four regional sales and support teams, with 160 employees in 24 countries.

9. Management, employees and locations of the IndigoVision Group

Employees and employment rights

Motorola Solutions attaches great importance to the skills, expertise and experience of the existing management and employees of IndigoVision and believes that they will be an important factor in maximising the opportunities and benefits the Acquisition will create for Motorola Solutions.

Motorola Solutions has been granted access only to IndigoVision's senior management in order to conduct due diligence on IndigoVision, which is typical of a transaction of this nature. Motorola Solutions believes that a more detailed evaluation of the commercial and operational integration of IndigoVision within Motorola Solutions is necessary following completion of the Acquisition and expects to have concluded this exercise, in conjunction with IndigoVision's employees, within 12 months of the Acquisition completing.

One of Motorola Solutions' growth strategies is to invest in its video security offering, which will include IndigoVision following completion of the Acquisition. However, as part of the integration of IndigoVision within Motorola Solutions, Motorola Solutions recognises that this evaluation may lead to proposals to change certain job responsibilities in scope and nature, as the IndigoVision Group transitions from being a stand-alone public company to subsidiaries of a larger multi-national company. Should there be any headcount reduction, these are not expected to be material in the context of IndigoVision's overall number of employees. Motorola Solutions continues to monitor the impact of the COVID-19 pandemic closely and is mindful that, should the wider economic environment in which IndigoVision operates deteriorate materially, urgent mitigating actions may be necessary and that these actions may include the possibility of more material headcount reductions than is currently envisaged.

Motorola Solutions plans to fully observe, following the Effective Date, the contractual and statutory employment rights, including in relation to pensions, of all IndigoVision employees. Motorola Solutions does not intend to make any material changes to the conditions of employment, balance of skills or functions of the employees of IndigoVision or its subsidiaries, other than to ensure the conditions of employment remain competitive, efficiently deliver value for Motorola Solutions and are broadly consistent with comparable conditions of employment, including pension entitlements, enjoyed by Motorola Solutions employees. IndigoVision does not have a defined benefit pension scheme.

On or shortly after the date the Scheme becomes Effective, it is proposed that all the Non-Executive Directors will resign from the board of IndigoVision. It is expected that Pedro Simoes and Chris Lea, the executive directors of IndigoVision, will retain a role within Motorola Solutions post completion of the Acquisition. Motorola Solutions has not entered into, nor is it in discussions on any proposals to enter into, any form of incentivisation arrangements with IndigoVision's management. Following the Acquisition becoming or being declared wholly unconditional, Motorola Solutions may put in place incentive arrangements for certain members of the IndigoVision management team.

Headquarters, locations and research and development

Following implementation of the Acquisition, and as part of the evaluation process set out above, Motorola Solutions intends to undertake a detailed review of the fixed assets and locations of IndigoVision and its subsidiaries and businesses and the research and development function of IndigoVision. It is expected that this process to evaluate IndigoVision's fixed assets and locations should be concluded within six months of the Acquisition completing. This evaluation will consider, recognising the existing global footprint of Motorola Solutions, the merits of consolidating some of IndigoVision's international offices into Motorola Solutions' existing locations in the same city. This would cover IndigoVision's offices in London, Lisbon and Sao Paulo. Similarly, Motorola Solutions intends to assess the benefits of potentially bringing together the locations and expertise of the respective development teams of Motorola Solutions and IndigoVision. However, Motorola Solutions has no intention to move IndigoVision's headquarters offices and headquarters functions out of Edinburgh, Scotland.

Motorola Solutions believes that IndigoVision's range of products, global presence and customer base are highly complementary to Motorola Solutions' existing presence in video security. As a result, Motorola Solutions intends to explore opportunities to replace current third-party manufactured IndigoVision products with Motorola Solutions products.

Other than as described above, the Acquisition is not anticipated to have any impact on the business, employees or management of Motorola Solutions or Bidco.

No statements in this paragraph 9 constitute "post-offer undertakings" for the purposes of Rule 19.5 of the Code.

Response from the IndigoVision Directors

The IndigoVision Directors note and are encouraged by Motorola Solutions' commitment to continued investment in its video security offering, of which IndigoVision will form a part following completion of the Acquisition. The IndigoVision Directors are also encouraged by the recognition by Motorola Solutions of the expertise and skills within IndigoVision's management and employees that are an important factor for Motorola Solutions as it seeks to maximise the opportunities and benefits emanating from the Acquisition. 

Also acknowledging the potential for geographical consolidation, particularly in the respective research and development functions, the IndigoVision Directors are encouraged by the enhanced resources achieved through, and potential opportunities presented by, becoming part of Motorola Solutions. The IndigoVision Directors consider this particularly relevant given the combined software engineering capabilities within Motorola Solutions and IndigoVision, given that a key part of the IndigoVision Group's 'IndigoVision 2020' strategy was the development of pathways to innovative technologies to enrich its end-to-end security solutions.

10. Financing

The Consideration payable to IndigoVision Shareholders under the terms of the Acquisition will be funded from the existing cash resources of Motorola Solutions.

In accordance with Rule 2.7(d) of the Code, finnCap, as sole financial adviser to Motorola Solutions and Bidco, is satisfied that sufficient cash resources are available to satisfy in full the Consideration payable to IndigoVision Shareholders under the terms of the Acquisition.

11. Acquisition-related arrangements

Motorola Solutions and IndigoVision entered into a non-disclosure agreement on 26 November 2019, pursuant to which Motorola Solutions has undertaken, on behalf of the Motorola Solutions Group, to keep confidential information relating to the IndigoVision Group confidential and not to disclose it to third parties (other than permitted recipients) unless required by applicable law or regulation. These confidentiality obligations remain in force until, inter alia, completion of the Acquisition. Motorola Solutions has also agreed to, on behalf of the Motorola Solutions Group, certain standstill obligations, all of which ceased to apply upon release of this Announcement.

12. Structure of and Conditions to the Acquisition

It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement between IndigoVision and the IndigoVision Shareholders under Part 26 of the Companies Act. Motorola Solutions and Bidco reserve the right to elect to implement the Acquisition by way of a Takeover Offer (with the consent of the Panel) as described in further detail in paragraph 19 below.

The purpose of the Scheme is to enable Bidco to become the owner of the whole of the issued and to be issued share capital of IndigoVision. Under the Scheme, the IndigoVision Shares will be transferred to Bidco in consideration for which the IndigoVision Shareholders will receive the Consideration on the basis set out in paragraph 2 of this Announcement. The Scheme will be subject to the Conditions and further terms referred to in Appendix I to this Announcement and to be set out in the Scheme Document. The Acquisition will lapse if the Scheme does not become Effective by the Long Stop Date.

The Acquisition shall be subject to the Conditions and further terms set out below and in Appendix I to this Announcement and to be set out in the Scheme Document and shall only become Effective, if, among other things, the following events occur on or before the Long Stop Date or such later date as may be agreed by Motorola Solutions, Bidco and IndigoVision (with the Panel's consent and as the Court may approve (if such approval(s) are required)):

(a) the approval of the Scheme by a majority in number of the IndigoVision Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. in value of the IndigoVision Shares voted by those IndigoVision Shareholders;

(b) the special resolution required to approve and implement the Scheme being duly passed by IndigoVision Shareholders representing the requisite majority of votes cast at the General Meeting (or any adjournment thereof);

(c) the approval and sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Motorola Solutions, Bidco and IndigoVision); and

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

The Acquisition will lapse if, amongst other things:

(a) the approval of the requisite majority of IndigoVision Shareholders at the Court Meeting is not obtained 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 Motorola Solutions, Bidco and IndigoVision may agree and the Court may allow);

(b) the approval of the requisite majority of IndigoVision Shareholders to pass the Resolution to be proposed at the General Meeting is not obtained 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 Motorola Solutions, Bidco and IndigoVision may agree and the Court may allow); or

(c) the sanction of the Scheme by the Court (without modification or with modification on terms acceptable to Motorola Solutions, Bidco and IndigoVision) and the delivery of a copy of the Scheme Court Order to the Registrar of Companies does not take place by the Long Stop Date.

Subject to satisfaction (or waiver, where applicable) of the Conditions, the Scheme is expected to become Effective by the end of May 2020. Upon the Scheme becoming Effective, it shall be binding on all IndigoVision Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting.

Further details of the Scheme shall be included in the Scheme Document. It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, shall be sent to IndigoVision Shareholders within 28 days of this Announcement. The Scheme Document and Forms of Proxy will be made available to all IndigoVision Shareholders at no charge to them.

Once the necessary approvals have been obtained at the Court Meeting and General Meeting, and the other Conditions have been satisfied or (where applicable) waived (save for the Conditions set out at paragraphs 1 and 2 of Part A of Appendix I to this Announcement), in order for the Scheme to be capable of becoming Effective, it must be sanctioned by the Court at the Scheme Court Hearing.

The Scheme will only become Effective once a copy of the Scheme Court Order is delivered to the Registrar of Companies. The Consideration payable to IndigoVision Shareholders will be dispatched no later than 14 days after the Effective Date. Upon the Scheme becoming Effective, certificates in respect of IndigoVision Shares will cease to be valid and entitlements to IndigoVision Shares held within the CREST system, or any other analogous system, will be cancelled.

13. Dividends

In light of the Acquisition, the IndigoVision Directors have resolved that, conditional upon and with effect from the Effective Date, the proposed final dividend of 2 pence per IndigoVision Share, announced at the time of IndigoVision's preliminary financial results for the year ended 31 December 2019 released on 5 March 2020, is cancelled and, assuming the Scheme becomes effective, will not be paid.

If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by IndigoVision in respect of an IndigoVision Share on or after the date of this Announcement and prior to the Effective Date, Motorola Solutions and Bidco will have the right to reduce the value of the consideration payable for each IndigoVision Share by up to the amount per IndigoVision Share of such dividend, distribution or return of value except where the IndigoVision Share is or will be acquired pursuant to the Acquisition on a basis which entitles Bidco to receive the dividend, distribution or return of value and to retain it.

If any such dividend, distribution or return of value is paid or made after the date of this Announcement and Motorola Solutions and Bidco exercise their rights described above, any reference in this Announcement to the consideration payable under the Acquisition shall be deemed to be a reference to the consideration as so reduced. Any exercise by Motorola Solutions and Bidco of their rights referred to in this paragraph 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.

14. IndigoVision Share Plans

Appropriate proposals in accordance with Rule 15 of the Code will be made to holders of options or other awards over shares in IndigoVision. Details of these proposals will be set out in the Scheme Document and in separate letters to be sent to participants in the IndigoVision Share Plans.

15. Executive Incentive Plan

On 13 August 2019, the remuneration committee of the IndigoVision Group formalised an incentive plan for certain executives of IndigoVision that would become effective only in the event that IndigoVision is acquired for more than 275 pence per IndigoVision Share prior to 31 December 2020 (the "Incentive Plan"). The Incentive Plan entitles the executives, being Pedro Simoes and Chris Lea (the "Executives"), to share in a cash award up to a maximum of 10 per cent. of the increase in value created for IndigoVision Shareholders above a share price of 143 pence per IndigoVision Share (being the prevailing market price at the time the terms of the Incentive Plan were agreed in principle).

Subject to the Scheme becoming effective, the Executives will share a sum equivalent to 6.6 per cent. of the increase in value implied by the Consideration received by IndigoVision Shareholders pursuant to the Acquisition (the "Cash Award"). The Cash Award to be paid to the Executives will be reduced by any and all value realised by the Executives pursuant to the Rule 15 proposals to be made by Motorola Solutions in respect of IndigoVision's 2008 and 2018 Long Term Incentive Plans.

16. Disclosure of interests in IndigoVision Shares

As at close of business on the Last Practicable Date, save for the irrevocable undertakings referred to in paragraph 6 above, neither Motorola Solutions nor Bidco nor any of their respective directors or members (as applicable), nor, so far as Bidco and the directors of Bidco are aware, any person acting, or deemed to be acting, in concert with Motorola Solutions or Bidco for the purpose of the Acquisition has:

(a) any interest, or right to subscribe for, any relevant securities of IndigoVision;

(b) any short positions in respect of any securities of IndigoVision (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 IndigoVision; or

(c) borrowed or lent any relevant IndigoVision securities (save for any borrowed relevant securities which have either been on-lent or sold).

Furthermore, save for the irrevocable undertakings described in paragraph 6 above, no arrangement exists between Motorola Solutions, Bidco or IndigoVision, or a person acting in concert with Motorola Solutions, Bidco or IndigoVision, in relation to IndigoVision 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 IndigoVision Shares which may be an inducement to deal or refrain from dealing in such securities.

17. Overseas shareholders

The availability of the Acquisition and the distribution of this Announcement to IndigoVision Shareholders who are not resident in the UK may be affected by the laws of the relevant jurisdiction in which they are located. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. IndigoVision Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

18. De-listing and re-registration

Prior to the Effective Date, IndigoVision will make an application to the London Stock Exchange for the cancellation of the admission to trading on AIM of the IndigoVision Shares to take effect on or shortly after the Effective Date. It is intended that dealings in IndigoVision Shares will be suspended at 5.00 p.m. (London time) on the Business Day prior to the Effective Date.

Shortly after the Effective Date and the cancellation of the admission to trading on AIM of the IndigoVision Shares, it is intended that IndigoVision will be re-registered as a private limited company pursuant to the relevant provisions of the Companies Act.

19. General

Motorola Solutions and Bidco reserve the right, subject to the prior consent of the Panel, to elect to implement the Acquisition by way of a Takeover Offer, as an alternative to the Scheme. In such an event, such offer will be implemented on the same terms (subject to appropriate amendments described in Part 2 of Appendix I to this Announcement), so far as applicable, as those which would apply to the Scheme.

If the Acquisition is effected by way of a Takeover Offer and such offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Motorola Solutions and Bidco intend to exercise their rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining IndigoVision Shares in respect of which the Takeover Offer has not been accepted.

Investors should be aware that Bidco may purchase IndigoVision Shares otherwise than under any Takeover Offer or scheme of arrangement relating to the Acquisition, such as privately negotiated purchases.

The availability of any such Takeover Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements.

This Announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. IndigoVision Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy once these have been despatched.

finnCap Ltd and N+1 Singer have each given and not withdrawn their written consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

The Conditions and certain further terms of the Acquisition are set out in Appendix I to this Announcement. Appendix II contains bases and sources of certain information contained within this Announcement. Appendix III provides additional detail regarding the irrevocable undertakings received from the IndigoVision Directors and certain other IndigoVision Shareholders. Appendix IV contains the definitions of certain terms used in this Announcement.

20. 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 Motorola Solutions' website at www.Motorolasolutions.com and on IndigoVision's website at www.Indigovision.com until the Scheme becomes effective:

• the irrevocable undertakings referred to in paragraph 6 above and described in Appendix III to this Announcement;

• the Confidentiality Agreement referred to in paragraph 11 above; and

• the written consents referred to in paragraph 19 above.

The content of the website referred to in this Announcement is not incorporated into, and does not form part of, this Announcement.

Enquiries:

Winston & Strawn LLP are retained as legal advisers to Motorola Solutions and Bidco. Shepherd and Wedderburn LLP are retained as legal advisers to IndigoVision.

Further information

finnCap Ltd, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Motorola Solutions and Bidco and no-one else in connection with the Acquisition and will not be responsible to anyone other than Motorola Solutions and Bidco for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Acquisition or any other matter referred to in this Announcement.

N+1 Singer, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser and nominated adviser to IndigoVision and no-one else in connection with the Acquisition and will not be responsible to anyone other than IndigoVision for providing the protections afforded to clients of N+1 Singer nor for providing advice in connection with the Acquisition or any other matter referred to in this Announcement.

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

This Announcement has been prepared for the purposes of complying with English law, Scots law, the Code and the AIM Rules 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 any jurisdiction outside the United Kingdom.

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

No person should construe the contents of this Announcement as legal, financial or tax advice and any interested person should consult its own adviser in connection with such matters.

Overseas shareholders

The release, publication or distribution of this Announcement in certain jurisdictions other than the United Kingdom may be restricted by law and the ability of IndigoVision Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be restricted by the laws and/or regulations of those jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their IndigoVision Shares with respect to the Scheme at the Court Meeting or with respect to the Resolution at the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting and/or General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom, or IndigoVision Shareholders who are not resident in the United Kingdom, should inform themselves of, and observe, any applicable requirements in their jurisdiction. Any failure to comply with the applicable 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 or liability for the violation of such restrictions by any person.

Unless otherwise determined by Motorola Solutions and Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

Further details in relation to IndigoVision Shareholders in overseas jurisdictions will be contained in the Scheme Document.

US shareholders

IndigoVision Shareholders in the United States should note that the Acquisition relates to the securities of a company organised under the laws of Scotland and is proposed to be effected by means of a scheme of arrangement under the Companies Act. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with Scots law, the Code and UK disclosure requirements, format and style applicable to a scheme of arrangement, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom under the Code to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules. However, Motorola Solutions and Bidco reserve the right to implement the Acquisition by means of a Takeover Offer as an alternative to a scheme of arrangement.

The information contained in this Announcement has neither been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon the fairness or merits of the proposal contained in this Announcement or determined the adequacy or accuracy of the information contained herein. Any representation to the contrary is a criminal offence in the United States.

IndigoVision's financial statements, and all financial information that is included in this Announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been prepared in accordance with International Financial Reporting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles. US generally accepted principals differ in certain respects from International Financial Reporting Standards. None of the financial information in this Announcement has been audited in accordance with the auditing standards generally accepted in the US or the auditing standards of the Public Company Accounting Oversight Board of the US.

It may be difficult for US holders of IndigoVision Shares to enforce their rights and any claims they may have arising under US Federal securities laws in connection with the Acquisition, since IndigoVision is organised under the laws of a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States, and most of the assets of IndigoVision are located outside of the United States. US holders of IndigoVision Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US Federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.

If Motorola Solutions and Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with applicable US securities laws and regulations, including to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and in accordance with the Code. Such a Takeover Offer would be made in the United States by Bidco and no one else. Accordingly, the Acquisition would be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

The receipt of cash pursuant to the Acquisition by an IndigoVision Shareholder in the United States as consideration for the transfer of its IndigoVision Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under any applicable United States state and local income tax laws. Each IndigoVision Shareholder in the United States is urged to consult its independent professional tax or legal adviser immediately regarding the US federal, state and local income and non-income tax consequences of the Acquisition applicable to it, as well as any consequences arising under the laws of any other taxing jurisdiction.

In accordance with normal UK practice and consistent with Rule 14e-5(b) under the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in IndigoVision outside such a Takeover Offer during the period in which such a Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would occur outside the US either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including to the extent applicable, the US Exchange Act and the Code. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm. This information will be publicly disclosed in the US to the extent that such information is made public in the UK.

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 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(s), 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 p.m. (London time) on the Business Day following the date of the relevant dealing.

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

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

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the 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 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.

Forward-looking statements

This Announcement contains certain statements in relation to Motorola Solutions, Bidco and IndigoVision that are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact, are or may be deemed to be, forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are therefore subject to known and unknown risks and uncertainties which could cause actual results, performance or events to differ materially from the future results, performance or events expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects", "goal", "objective", "outlook", "risks", "seeks" or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might", "probably" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward- looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement. Each of the Motorola Solutions, Bidco and IndigoVision and their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except as required by applicable law. Neither Motorola Solutions, Bidco nor IndigoVision nor their respective members, directors, officers or employees, advisers or any person acting on their behalf, 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.

No forward-looking or other statements have been reviewed by the auditors of Motorola Solutions, Bidco or IndigoVision. All subsequent oral or written forward-looking statements attributable to Motorola Solutions, Bidco or IndigoVision or their respective members, directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

No profit forecasts

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

Publication on website

Pursuant to Rule 26.1 of the Code, a copy of this Announcement and other documents in connection with the Scheme will, subject to certain restrictions, be available for inspection on www.Motorolasolutions.com and www.Indigovision.com no later than 12 noon (London time) on the Business Day following this Announcement. The contents of the websites referred to in this Announcement are not incorporated into, and do not form part of, this Announcement.

Requesting hard copy documents

If you have received this Announcement in electronic form or by it being published on IndigoVision's website, you can obtain a hard copy of this Announcement by contacting Computershare Investor Services PLC at Corporate Actions Projects, Bristol, BS99 6AH or by telephoning +44 (0) 370 707 4040 or by e-mailing IR@indigovision.com. You will not receive a hard copy of this Announcement unless you so request. You may also inform Computershare Investor Services PLC that you wish all future documents, announcements and information in relation to the Acquisition be sent to you in hard copy.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by IndigoVision Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from IndigoVision may be provided to Motorola Solutions or Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures 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 in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, IndigoVision confirms that as at the date of this Announcement, it has in issue and admitted to trading on AIM 7,337,940 ordinary shares of £0.01 each (excluding any Treasury Shares). The International Securities Identification Number (ISIN) for IndigoVision Shares is GB0032654534.

APPENDIX I

CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

Part A: Conditions of the Scheme and the Acquisition

Long Stop Date

1. The Acquisition is conditional upon the Scheme becoming unconditional and Effective, subject to the Code, by not later than 6.00 p.m. on the Long Stop Date.

Scheme approval

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

3. In addition, subject as stated in Part B below and to the requirements of the Panel, the Acquisition will be conditional upon the following Conditions and, accordingly, the Scheme 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:

Notifications, waiting periods and authorisations

(i) the statutory review period pursuant to sec 11(1) or 11(1a) of the Austrian Cartel Act (Kartellgesetz 2005; "KartG") expires without neither the Federal Competition Authority nor the Federal Cartel Attorney (together the "Statutory Parties") having requested an examination of the Acquisition before the Cartel Court; or

(ii) the Statutory Parties waive their right to request an examination of the Acquisition before the Cartel Court pursuant to sec 11(4) KartG or withdraw their respective requests for an examination of the Acquisition before the Cartel Court; or

(iii) the Cartel Court or, upon appeal, the Austrian Supreme Cartel Court issues a legally binding clearance decision, a legally binding decision that no notifiable event arises in respect of the Acquisition, or a legally binding decision to terminate the proceedings pursuant to sec 14(1) KartG.

General regulatory

(i) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Motorola Solutions Group or by any member of the IndigoVision Group of all or any material part of its businesses, assets or property or impose any material limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Motorola Solutions Group or the IndigoVision Group to acquire or offer to acquire a material number of any shares, other securities (or the equivalent) or interest in any member of the IndigoVision Group or any asset owned by any Third Party (other than in the implementation of the Acquisition);

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

(iv) otherwise materially adversely affect any or all of the business, assets, prospects or profits of any member of the IndigoVision Group or the Motorola Solutions Group;

(v) result in any member of the IndigoVision Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the IndigoVision Group taken as a whole or in the context of the Acquisition (as the case may be);

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

(vii) require, prevent or materially delay a divestiture by any member of the Motorola Solutions Group of any shares or other securities (or the equivalent) in any member of the IndigoVision Group or any member of the Motorola Solutions Group; or

(viii) impose any material limitation on the ability of any member of the Motorola Solutions Group or any member of the IndigoVision 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 Motorola Solutions Group and/or the IndigoVision Group in a manner which is materially adverse to the IndigoVision Group taken as a whole or the Motorola Solutions Group taken as a whole or in the context of the Acquisition (as the case may be),

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or 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 relevant jurisdiction in respect of the Acquisition or the acquisition of any IndigoVision Shares or of management or voting control of IndigoVision or any member of the IndigoVision Group or otherwise intervene having expired, lapsed or been terminated;

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

(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the IndigoVision Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of 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 or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the IndigoVision Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable or being enforced;

(iii) any assets of any such member being disposed of or charged or ceasing to be available to any such member, or any right arising under which any asset could be required to be disposed of or charged or could cease to be available to any such member other than in the ordinary course of business;

(iv) any obligation to obtain or acquire any licence, permission, approval, clearance, permit, notice, consent, authorisation, waiver, grant, concession, agreement, certificate, exemption order or registration from any Third Party;

(v) any arrangement, agreement, lease, licence, permit, licence, permission, approval, clearance, notice, consent, authorisation, waiver, grant, concession, certificate, exemption order or registration or other instrument being terminated or becoming capable of being terminated or adversely modified or the rights, liabilities, obligations or interests of any member of the IndigoVision Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

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

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

(viii) any member of the IndigoVision Group ceasing to be able to carry on business under any name under which it presently carries on business;

(ix) the creation or acceleration of any liability to taxation or an adverse effect on the tax position of any member of the IndigoVision Group;

(x) the value of, or the financial or trading position of, any member of the IndigoVision Group being prejudiced or adversely affected; or

(xi) the creation or acceleration of any liability (actual or contingent and including without limitation for taxation) by any member of the IndigoVision Group or for which any such member may be responsible other than trade creditors or other liabilities incurred in the ordinary course of business,

and, except as Disclosed, no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the IndigoVision 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 reasonably be expected to result in any of the events or circumstances as are referred to in Conditions 3(e)(i) to (xi) of this Part A, in each case to an extent which is material in the context of the IndigoVision Group taken as a whole;

Certain events occurring since 31 December 2018

(i) issued, proposed or agreed to issue, or authorised 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 IndigoVision Shares (except as between IndigoVision and wholly owned subsidiaries of IndigoVision or between the wholly owned subsidiaries of IndigoVision and except for the issue or transfer out of treasury of IndigoVision Shares on the exercise of options or vesting of awards under the IndigoVision Share Plans) or redeemed, purchased or reduced any part of its share capital;

(ii) recommended, declared, paid or made, or proposed to 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 IndigoVision to IndigoVision or any of its wholly owned subsidiaries;

(iii) save as between IndigoVision and its wholly-owned subsidiaries and except for the issue or transfer out of treasury of IndigoVision Shares on the exercise of options or vesting of awards under the IndigoVision Share Plans, effected, authorised, proposed or announced its intention to propose any change in its share or loan capital (or equivalent thereof);

(iv) 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;

(v) sold or transferred or agreed to sell or transfer any IndigoVision Shares held by IndigoVision as treasury shares except for the issue or transfer out of treasury of IndigoVision Shares on the exercise of employee share options or vesting of employee share awards;

(vi) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the IndigoVision Group;

(vii) save as between IndigoVision and its wholly-owned subsidiaries and other than pursuant to the Acquisition, implemented, effected, authorised, proposed or announced its intention to propose any merger, demerger, reconstruction, arrangement, amalgamation, commitment or scheme or any acquisition or disposal or transfer of assets, shares (other than in the ordinary course of business) or loan capital (or the equivalent thereof) or any right, title or interest in any assets, shares or loan capital (or the equivalent thereof) or other transaction or arrangement in respect of itself or another member of the IndigoVision Group;

(viii) acquired or disposed of or transferred (other than in the ordinary course of business) or mortgaged, charged or encumbered any assets or shares or any right, title or interest in any assets or shares (other than in the ordinary course of business) or authorised the same or entered into, varied or terminated or authorised, proposed or announced its intention to enter into, vary, terminate or authorise any agreement, arrangement, contract, transaction or commitment (other than in the ordinary course of business and whether in respect of capital expenditure or otherwise) which is of a loss-making, long-term or unusual or onerous nature or magnitude, or which involves or could involve an obligation of such a nature or magnitude;

(ix) exercised any pre-emption rights, or any similar rights that allow any member of the IndigoVision Group to subscribe for, or acquire, shares in any other person;

(x) issued, authorised or proposed the issue of or made any change in or to any debentures, or (other than in the ordinary course of business) incurred or increased any indebtedness or liability, actual or contingent, which is material in the context of the IndigoVision Group taken as a whole or in the context of the Acquisition;

(xi) been unable or admitted that it is unable to pay its debts 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 or proposed or entered into any composition or voluntary arrangement with its creditors (or any class of them) or the filing at court of documentation in order to obtain a moratorium prior to a voluntary arrangement or, by reason of actual or anticipated financial difficulties, commenced negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;

(xii) made, or announced any proposal to make, any change or addition to any retirement, death or disability benefit or any other employment- related benefit (including, but not limited to, bonuses, retention arrangements or share incentive schemes or other benefit relating to the employment or termination of employment of any employee of the IndigoVision Group) of or in respect of any of its directors, employees, former directors or former employees;

(xiii) save as between IndigoVision and its wholly-owned subsidiaries, granted any lease or third party rights in respect of any of the leasehold or freehold property owned or occupied by it or transferred or otherwise disposed of any such property;

(xiv) entered into or varied or made any offer (which remains open for acceptance) to enter into or vary the terms of any service agreement, commitment or arrangement with any director or senior executive of IndigoVision or any director or senior executive of the IndigoVision Group;

(xv) taken any action which results in the creation or acceleration of any material tax liability or any member of the IndigoVision Group or a material adverse effect on the tax position of any such member;

(xvi) taken or proposed any corporate action or had any steps taken or had any legal proceedings started or threatened against it for its winding- up (voluntary or otherwise), dissolution, striking-off or reorganisation or for the appointment of a receiver, administrator (including the finding of any administration application, notice of intention to appoint an administrator or notice of appointment of an administrator), administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or for any analogous proceedings or steps in any jurisdiction or for the appointment of any analogous person in any jurisdiction;

(xvii) made any amendment to its memorandum or articles of association;

(xviii) waived, compromised or settled any claim or authorised any such waiver or compromise, save in the ordinary course of business, which is material in the context of the IndigoVision Group taken as a whole or material in the context of the Acquisition;

(xix) taken, entered into or had started or threatened against it in a jurisdiction outside England and Wales any form of insolvency proceeding or event similar or analogous to any of the events referred to in Conditions 3(f)(xi) and (xvi) of this Part A above;

(xx) entered into any agreement, contract, transaction, arrangement or commitment or terminated or varied the terms of any agreement or arrangement (other than in the ordinary course of business), which is material in the context of the IndigoVision Group taken as a whole or in the context of the Acquisition;

(xxi) entered into any contract, transaction or arrangement which is restrictive on the business of any member of the IndigoVision Group or which is or could involve obligations which would or might reasonably be expected to be so restrictive, in any such case which is material in the context of the IndigoVision Group taken as a whole;

(xxii) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing agreement, partnership or merger of business or corporate entities which is material in the context of the IndigoVision Group taken as a whole; or

(xxiii) agreed to enter into or entered into an agreement or arrangement or commitment or passed any resolution or announced any intention or made any offer (which remains open to acceptance) with respect to any of the transactions, matters or events referred to in this Condition (f);

No adverse change, litigation, regulatory enquiry or similar

(i) no adverse change and no circumstance having arisen which would or would be reasonably expected to, result in any material adverse change in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the IndigoVision Group, in each case to an extent which is material in the context of the IndigoVision Group taken as a whole or is material in the context of the Acquisition;

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

(iv) no contingent or other liability having arisen or increased which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the IndigoVision Group to an extent which is material in the context of the IndigoVision Group taken as a whole or in the context of the Acquisition; or

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

No discovery of certain matters regarding information, liabilities and environmental issues

(i) any financial, business or other information concerning the IndigoVision Group publicly announced prior to the date of this Announcement or disclosed at any time to any member of the Motorola Solutions Group by or on behalf of any member of the IndigoVision Group prior to the date of this Announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading;

(ii) any member of the IndigoVision Group is subject to any material liability, contingent or otherwise, which is not disclosed in the annual reports and accounts of IndigoVision for the financial year ended 31 December 2018;

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

(iv) that there is or is reasonably likely to be any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the IndigoVision Group, or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto and which is material in the context of the IndigoVision Group taken as a whole;

Anti-corruption and criminal property

(i) any past or present member, director, officer or employee of the IndigoVision Group or any person that performs or has performed services for or on behalf of any such company is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, as amended or the US Foreign Corrupt Practices Act 1977, as amended or any other anti-corruption legislation applicable to the IndigoVision Group;

(ii) any past or present member of the IndigoVision Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other governments or supranational body or authority in any jurisdiction;

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

(iv) any past or present member, director, officer or employee of the of IndigoVision Group has engaged in any business with or made any investments in, or made any payments, funds or assets available, to or received any funds or assets from: (i) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs; or (ii) any government, entity or individual named by any of the economic sanctions of the United Nations or the European Union or any of their respective member states, in each case to an extent which is material in the context of the IndigoVision Group as a whole.

Part B: Certain further terms of the Acquisition

1. Subject to the requirements of the Panel, Motorola Solutions reserves the right in its sole discretion to waive (if capable of waiver) in whole or in part:

2. If Motorola Solutions is required by the Panel to make an offer for IndigoVision Shares under the provisions of Rule 9 of the Code, Motorola Solutions may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

3. The Scheme and the Acquisition shall not become Effective if:

4. Under Rule 13.5 of the Code, Motorola Solutions may not invoke a condition of the Scheme so as to cause the Scheme not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Motorola Solutions in the context of the Acquisition. Whether or not such condition can be invoked would be determined by the Panel. The conditions contained in Conditions 1, 2 and 3(a) of Part A are not subject to this provision of the Code.

5. Motorola Solutions shall not be under any obligation to waive (if capable of waiver), to determine, to be or remain satisfied or to treat as fulfilled any of the Conditions in 2 or 3 of Part A (to the extent capable of waiver), by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

6. The IndigoVision Shares to be acquired under the Acquisition will be acquired fully paid and free from all Encumbrances and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made, paid or payable, or any other return of capital made on or after the date of this Announcement.

7. If, prior to the Scheme Court Hearing, any dividend and/or other distribution and/or other return of capital is authorised, declared, made or paid or becomes payable in respect of IndigoVision Shares, Motorola Solutions reserves the right (without prejudice to any right of Motorola Solutions, with the consent of the Panel, to invoke Conditions 3(f)(ii) or 3(f)(iv) in Part A above) to reduce the Consideration payable under the Scheme in respect of any IndigoVision Share by the aggregate amount of such dividend or distribution (excluding associated tax credit).

8. If any such dividend or distribution is authorised, declared, made or paid or becomes payable before the Scheme Court Hearing and if Motorola Solutions exercises its rights described in these paragraphs 7 to 10, any reference in this Announcement to the Consideration payable under the Scheme shall be deemed to be a reference to the Consideration as so reduced.

9. To the extent that such a dividend or distribution has been authorised or declared but has not been paid or made or become payable before the Scheme Court Hearing and such dividend or distribution is cancelled, then the Consideration payable under the Scheme shall not be subject to change in accordance with these paragraphs 7 to 10.

10. Any exercise by Motorola Solutions of its rights referred to in these paragraphs 7 to 10 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 Acquisition.

11. Fractional entitlements of pence payable IndigoVision Shareholders under the Acquisition will be rounded down to the nearest whole number of pence.

12. Motorola Solutions and Bidco reserve the right to elect (with the consent of the Panel) to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, the Acquisition will be implemented on substantially the same terms subject to appropriate amendments, including (without limitation), with the consent of the Panel, if required, an acceptance condition set at 90 per cent. (or such lesser percentage, being more than 50 per cent, as Motorola Solutions and Bidco may decide) of the shares to which such offer relates, so far as applicable, as those which would apply to the Scheme.

13. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

14. The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail 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 jurisdiction where to do so would violate the laws of that jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any such jurisdiction.

15. Motorola Solutions reserves the right for any other member of the Motorola Solutions Group from time to time to implement the Acquisition.

16. The Scheme will be governed by laws of Scotland and is subject to the jurisdiction of the Scottish courts and to the Conditions and further terms set out in this Appendix 1. The Acquisition will be subject to the applicable requirements of the Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.

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

APPENDIX II

BASES AND SOURCES OF INFORMATION

Save as otherwise set out in this Announcement, the following constitute the bases and sources of information referred to in this Announcement:

APPENDIX III

IRREVOCABLE UNDERTAKINGS

IndigoVision Directors' Irrevocable Undertakings

The IndigoVision Directors listed below have given irrevocable undertakings to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer) in relation to the following IndigoVision Shares, in which she / he or her/his family members are beneficially interested:

Pedro Simoes and Chris Lea have also undertaken, in the same document as referred to above, to accept proposals to be made to them in relation to the share options granted to them under the IndigoVision Share Plans over the number of IndigoVision Shares specified below or to exercise in full the relevant options and vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or, if Bidco exercises, with the consent of the Takeover Panel, its right to implement the Acquisition by way of Takeover Offer, to accept such offer) in respect of all the IndigoVision Shares that the IndigoVision Directors receive on exercise as follows:

\* These "units" relate to the individual's interest granted pursuant to IndigoVision's 2018 Long Term Incentive Plan; they will ultimately be used to determine the number of IndigoVision Shares that he is entitled to acquire on the exercise of his award under that arrangement. This calculation can only be carried out at the time the scheme of arrangement is sanctioned by the Court but it is currently anticipated that pursuant to the terms of the 2018 Long Term Incentive Plan, Pedro Simoes will receive 83,281 IndigoVision Shares and Chris Lea will receive 87,736 IndigoVision Shares. The acquisitions of these shares will, to the maximum extent possible, be carried out pursuant to the exercise of parallel, tax efficient "EMI options" that were granted to Pedro Simoes and Chris Lea under the applicable plan's rules, with any balance of IndigoVision Shares being acquired through the exercise of non tax-efficient options.

These irrevocable undertaking will cease to be binding if:

(a) Bidco announces that it does not intend to make or proceed with the Acquisition;

(b) the Scheme Document (or offer document (if required)) has not been posted within 28 days of the date of this Announcement (or within such longer period as Motorola Solutions, Bidco and IndigoVision, with the consent of the Panel, determine); or

(c) the Acquisition lapses or is withdrawn in accordance with its terms.

Other IndigoVision Shareholders' Irrevocable Undertakings

Certain other IndigoVision Shareholders have given irrevocable undertakings to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer) in relation to the following IndigoVision Shares:

These irrevocable undertaking will cease to be binding if:

(a) Bidco announces that it does not intend to make or proceed with the Acquisition;

(b) the Scheme Document (or offer document (if required)) has not been posted within 28 days of the date of this Announcement (or within such longer period as Motorola Solutions, Bidco and IndigoVision, with the consent of the Panel, determine); or

(c) the Acquisition lapses or is withdrawn in accordance with its terms.

APPENDIX IV

DEFINITIONS

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

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "GBP", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All references to "US$", "$", "Dollars "US Dollars" are to the lawful currency of the United States.

All the times and/or dates referred to in this Announcement are to those times and/or dates in London, unless otherwise stated.

References to the singular include the plural and vice versa.