NASA.L Regulatory News (NASA)

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release

17 December 2019

RECOMMENDED CASH ACQUISITION

of

NASSTAR PLC

by

DIVITIAS BIDCO LIMITED

(an indirect subsidiary of funds managed by Mayfair Equity Partners LLP and its affiliates)

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Summary of the recommended cash offer

·; The boards of directors of Nasstar and Bidco, the sole parent of GCI, are pleased to announce that they have reached agreement on the terms of a recommended all-cash acquisition of the entire issued and to be issued ordinary share capital of Nasstar by Bidco (the "Acquisition").

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

for each Scheme Share: 12.88 pence in cash

·; The price per Scheme Share values the entire existing issued and to be issued ordinary share capital of Nasstar at approximately £79.4 million, and represents:

·; a premium of approximately 14.5 per cent. to the Closing Price per Nasstar Share of 11.25 pence on 16 December 2019 (being the Latest Practicable Date);

·; a premium of approximately 15.0 per cent. to the volume weighted average price per Nasstar Share of 11.20 pence for the three months ended 16 December 2019 (being the Latest Practicable Date); and

·; a premium of approximately 14.6 per cent. to the volume weighted average price per Nasstar Share of 11.24 pence for the six months ended 16 December 2019 (being the Latest Practicable Date).

·; The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act (or if Bidco elects, with the consent of the Panel, by way of a Takeover Offer).

Background to Bidco, GCI , Mayfair, Arcmont and Nasstar

·; Bidco is a company limited by shares, incorporated on 27 April 2018, for the purposes of making corporate acquisitions. In May 2018 it acquired GCI pursuant to a management buy-out. Bidco is an indirect subsidiary of the Mayfair Funds. After the Scheme becomes Effective, entities for which Arcmont acts as portfolio manager will become indirect minority investors in Bidco, with a fully diluted equity stake of less than 10 per cent.

·; GCI is one of the UK's leading converged ICT service providers, offering IT support, unified communications, cloud, security and network/infrastructure services, and helping organisations to benefit from digital transformation. GCI provides a consultative service backed by around 550 staff and, alongside its suite of end-to-end ICT products and services, has multiple silver and gold certifications from Microsoft. GCI management have a strong track record of mergers and acquisitions, having completed six material transactions in recent years, and proven experience of driving organic growth.

·; In May 2018, Mayfair supported a management buy-out of GCI. Mayfair is one of the UK's leading private equity firms specialising in investments across the TMT and consumer sectors. The Mayfair team has significant experience in the IT services sector and a track record of supporting their portfolio companies with further capital for M&A.

·; Arcmont is a private debt asset management firm, providing flexible capital solutions to a wide range of businesses across Europe. Established in 2011 and previously part of BlueBay Asset Management Limited, Arcmont is now an independent firm managing approximately €13 billion of committed capital for institutional investors globally. Arcmont managed funds invest in direct lending and senior loan strategies across Europe. Since it was founded in 2011, Arcmont has invested over €8 billion in more than 115 transactions across 12 European countries, alongside over 40 private equity sponsors and corporate owners.

·; Nasstar and its wholly-owned operating businesses provide hosted managed services and cloud computing services, integrating private and public clouds and supplying a robust, secure and stable hosted IT service to business customers. The Nasstar Group provides a true end to end service for clients providing them with enhanced IT performance and greater cost control over their IT function. The Nasstar Group owns one of its primary data centres, is headquartered in Telford with regional offices in Northampton and Bournemouth and has 24 x 7 support delivered from its Auckland office in New Zealand. Nasstar is an accredited Microsoft Gold Partner, was the 2016 Citrix Networking Partner of the Year and is certified to ISO 27001.

·; Nasstar specialises in building bespoke cloud hosted services to manage a client's entire application set, tailor made to suit specific industries, designing public, private and hybrid cloud solutions to meet the objectives of the client. The solution is a highly scalable service that provides benefits including "Anywhere Access" to computing and a standardised corporate solution that can be accessed globally in multiple languages, thereby generating cost savings when compared to the traditional IT ownership model, whilst replacing capital expenditure with a simple usage based payment model.

·; Nasstar was founded in 1998, admitted to AIM in December 2005 and acquired e-know.net Limited in a reverse takeover (the "Reverse Takeover") in January 2014, Kamanchi in July 2014, VESK in October 2015 and Modrus in September 2016.

Background to and reasons for the Acquisition

·; Bidco believes that Nasstar is a leading IT services provider with strong cloud hosting solutions, an impressive portfolio of services and an attractive customer base.

·; Bidco, supported by Mayfair, believes Nasstar and GCI have highly complementary strategies and that the Acquisition will enable the businesses to benefit substantially from increased purchasing power, deeper technical expertise, broader products / service offerings and wider cross-selling opportunities across an expanded customer base.

·; Bidco believes that Nasstar would substantially benefit from the scale of the business of the Enlarged Group and the proposed acquisition is in the long-term interests of Nasstar.

Recommendation, irrevocable undertakings and letters of intent

·; The Nasstar Directors, who have been so advised by Oakley Advisory and finnCap as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice, Oakley Advisory and finnCap have taken into account the commercial assessments of the Nasstar Directors. finnCap is providing independent financial advice to the Nasstar Directors for the purposes of Rule 3 of the Code.

·; Accordingly, the Nasstar Directors intend unanimously to recommend that, in the case of the Court Meeting, the Scheme Shareholders and, in the case of the General Meeting, the Nasstar Shareholders, vote in favour of the resolutions relating to the Acquisition at the Meetings, as they have irrevocably undertaken to do in respect of all of their own beneficial holdings of, in aggregate, 19,424,986 Nasstar Shares representing approximately 3.4 per cent. of the issued ordinary share capital of Nasstar on the Latest Practicable Date. Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this Announcement.

·; In addition, Bidco has received irrevocable undertakings from Kestrel, Ari Zaphiriou Zarifi (co-founder of Kestrel), Harwood, David Redwood, Redwood Kids Trust, Brownwood LLP and Lord Peter Daresbury to vote in favour of the resolutions relating to the Acquisition at the Meetings, in respect of a total of 163,455,135 Nasstar Shares, representing approximately 28.4 per cent. of the issued ordinary share capital of Nasstar on the Latest Practicable Date. Bidco has also received letters of intent from Liontrust and Canaccord to vote in favour of the resolutions relating to the Acquisition at the Meetings in respect of a total of 162,794,849 Nasstar Shares, representing approximately 28.3 per cent. of the issued ordinary share capital of Nasstar on the Latest Practicable Date.

·; In aggregate, therefore, irrevocable undertakings and letters of intent to vote in favour of the resolutions relating to the Acquisition at the Meetings have been received in respect of a total of 345,674,970 Nasstar Shares, representing approximately 60.1 per cent. of the issued ordinary share capital of Nasstar on the Latest Practicable Date. Further details of these irrevocable undertakings and the letters of intent, including the circumstances in which the irrevocable undertakings cease to be binding, are set out in Appendix 3 to this Announcement.

General

·; The Acquisition will be on the terms and subject to the Conditions set out in Appendix 1 to this Announcement. Full details of the Acquisition will be set out in the Scheme Document. It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will be published as soon as practicable and, in any event, within 28 days of this Announcement (unless the Panel agrees otherwise). An expected timetable of principal events will be included in the Scheme Document.

·; If, after the date of this Announcement and prior to the Effective Date, any dividend and/or other distribution and/or other return of value is declared, made or paid or becomes payable in respect of Nasstar Shares, Bidco shall be entitled to reduce the amount of consideration payable for such Nasstar Shares under the terms of the Acquisition by an amount equivalent to such dividend, other distribution or return of value.

·; The terms of the Acquisition will be put to the Scheme Shareholders at the Court Meeting and Nasstar Shareholders at the General Meeting (which is expected to commence immediately following the Court Meeting). The Court Meeting and the General Meeting are required to enable the Scheme Shareholders and the Nasstar Shareholders (as applicable) to consider and, if thought fit, vote in favour of the Scheme and the resolutions to approve the Scheme and its implementation (as applicable). In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders, present and voting at the Court Meeting, whether in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares held by those Scheme Shareholders.

·; The Acquisition will be conditional, among other things, on approval by the requisite majorities of the Scheme Shareholders at the Court Meeting and of Nasstar Shareholders at the General Meeting.

·; The Acquisition is expected to become Effective in late January 2020, subject to satisfaction (or, where applicable, waiver) of the Conditions and further terms set out in Appendix 1 to this Announcement.

Commenting on the Acquisition, Nick Bate, the Chairman of Nasstar, said:

"Nasstar has performed well since the Reverse Takeover and I would like to reiterate the Board's appreciation of the effort of the management team and all Nasstar employees in this time. The Board believes this is a compelling offer for Nasstar Shareholders, at a significant premium for those who invested at the point of the Reverse Takeover, and at a fair valuation. We believe the acquisition is in the best interests of all our stakeholders, and unanimously recommend that shareholders vote in favour of the resolutions relating to the Acquisition."

Commenting on the Acquisition, Wayne Churchill, the Chief Executive Officer of GCI , said:

"We are very pleased that the Board of Nasstar is recommending our cash offer. The transaction is highly complementary for both businesses and we are encouraged to see that a large percentage of Nasstar shareholders have given undertakings to accept the offer. We have a deep understanding of and great respect for the customer-centric business that the team at Nasstar has built. By working together we can combine our expertise to enhance our offering for customers through a larger pool of technical experts with different and complementary capabilities, and provide a wider portfolio of products and services. The combination of the two companies will create a business with exciting, long-term prospects and we look forward to working closely with Nasstar to deliver for all of our stakeholders."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including its Appendices). The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix 2 to this Announcement contains the sources and bases of certain information contained in this summary and the following Announcement. Appendix 3 to this Announcement contains details of the irrevocable undertakings and letters of intent received by Bidco. Appendix 4 contains the definitions of certain terms used in this summary and the rest of the Announcement.

Enquiries

CMS Cameron McKenna Nabarro Olswang LLP is retained as legal adviser to Mayfair and Bidco; Marriott Harrison LLP is retained as legal adviser to Nasstar, in each case in connection with the Acquisition.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Nasstar in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely by means of the Scheme Document, which will contain the full terms and conditions of the Acquisition including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

Investec, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively as financial adviser for Bidco and no one else in relation to the Acquisition and/or other matters set out in this Announcement. Investec will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Acquisition and/or other matters set out in this Announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to the clients of Investec, or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on Investec by FSMA or the regulatory regime established thereunder, Investec does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this Announcement or any other statement made or purported to be made by it or on its behalf in connection with the Acquisition and/or other matters set out in this Announcement. Investec (and its affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability) whether arising in tort, contract or otherwise which it might have in respect of the contents of this Announcement or any other statement made or purported to be made by it or on its behalf in connection with Acquisition or and/or other matters set out in this Announcement.

Oakley Advisory, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Nasstar and for no one else in connection with the Acquisition or any matters referred to in this Announcement and will not be responsible to anyone other than Nasstar for providing the protections afforded to clients of Oakley Advisory, or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.

finnCap, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser, nominated adviser and corporate broker to Nasstar and for no one else in connection with the Acquisition or any other matters referred to in this Announcement and will not be responsible to anyone other than Nasstar for providing the protections afforded to clients of finnCap, or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.

Overseas jurisdictions

The availability of the Acquisition to Nasstar Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be contained in the Scheme Document.

The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme Shares with respect to the Scheme at the Court Meeting or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws 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. This Announcement has been prepared for the purposes of complying with the laws of England, the AIM Rules, the rules of the London Stock Exchange, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England.

Copies of this Announcement and any formal documentation relating to the Scheme and the Acquisition will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of Offer (unless otherwise permitted by applicable law or regulation), the Offer must not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

Further information for US Holders

US Holders should note that the Acquisition relates to the securities of an English company, is subject to UK disclosure requirements and practices (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act, and the proxy solicitation rules under the US Exchange Act will not apply to the Acquisition. The Scheme will be subject to UK disclosure requirements and practices, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with IFRS, and thus may not be comparable to financial information of companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. However, if Bidco were to exercise its right to implement the Acquisition of the Nasstar Shares by way of an Offer, such Offer will be made in compliance with applicable US tender offer and securities laws and regulations. Such an Offer would be made by Bidco.

Neither the SEC nor any US state securities commission or any other US regulatory authority has approved or disapproved the Acquisition, passed judgement upon the merits or fairness of the Acquisition or passed any opinion upon the accuracy, adequacy or completeness of this document. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Acquisition by a US Holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Nasstar Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Nasstar are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Nasstar Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Nasstar contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and/or Nasstar about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on Bidco, GCI and/or Nasstar, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Bidco and Nasstar believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Nasstar can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions; future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco, GCI and Nasstar operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Nasstar, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Market Abuse Regulation), neither Bidco nor Nasstar is under any obligation, and Bidco and Nasstar expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

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 Nasstar for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Nasstar.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(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 pm (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.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, Nasstar confirms that as at the date of this Announcement, it has in issue and admitted to trading on AIM 575,012,743 ordinary shares of 1 penny each. The International Securities Identification Number (ISIN) of the Nasstar Shares is GB00B0T1S097.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this Announcement and the documents required to be published by Rule 26 of the Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Nasstar's website at www.nasstar.com/investors and on GCI's website at www.gcicom.net by no later than 12 noon (London time) on the Business Day following this Announcement. For the avoidance of doubt, the contents of those websites are not incorporated by reference and do not form part of this Announcement.

Requesting hard copy documents

Nasstar Shareholders may request a hard copy of this Announcement by contacting Nasstar's Registrar, Neville Registrars Limited, during business hours on +44 (0) 121 585 1131 or by submitting a request in writing to Nasstar's Registrar, Neville Registrars Limited, Neville House, Steel Park Road, Halesowen, West Midlands, United Kingdom B62 8HD. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Nasstar Shareholders, persons with information rights and other relevant persons for the receipt of communications from Nasstar may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c).

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an exact arithmetic aggregation of figures that precede them. 

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release

17 December 2019

RECOMMENDED CASH ACQUISITION

of

NASSTAR PLC

by

DIVITIAS BIDCO LIMITED

(an indirect subsidiary of funds managed by Mayfair Equity Partners LLP and its affiliates)

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

1. Introduction

The boards of directors of Nasstar and Bidco, the sole parent of GCI, are pleased to announce that they have reached agreement on the terms of a recommended all-cash acquisition of the entire issued, and to be issued, ordinary share capital of Nasstar by Bidco. It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

2. The Acquisition

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

for each Scheme Share: 12.88 pence in cash

·; The price per Scheme Share values the entire existing issued and to be issued ordinary share capital of Nasstar at approximately £79.4 million, and represents:

·; a premium of approximately 14.5 per cent. to the Closing Price per Nasstar Share of 11.25 pence on 16 December 2019 (being the Latest Practicable Date);

·; a premium of approximately 15.0 per cent. to the volume weighted average price per Nasstar Share of 11.20 pence for the three months ended 16 December 2019 (being the Latest Practicable Date); and

·; a premium of approximately 14.6 per cent. to the volume weighted average price per Nasstar Share of 11.24 pence for the six months ended 16 December 2019 (being the Latest Practicable Date).

If after the date of this Announcement and prior to the Effective Date, any dividend and/or other distribution and/or other return of value is declared, made or paid or becomes payable in respect of Nasstar Shares, Bidco shall be entitled to reduce the amount of consideration payable for such Nasstar Shares under the terms of the Acquisition by an amount equivalent to such dividend, other distribution or return of value.

3. Background to and reasons for the Acquisition

Bidco believes that Nasstar is a leading IT services provider with strong cloud hosting solutions, an impressive portfolio of services and an attractive customer base.

Bidco, supported by Mayfair, believes Nasstar and GCI have highly complementary strategies and believe that the Acquisition will enable the businesses to benefit substantially from increased purchasing power, deeper technical expertise, broader products / service offerings and wider cross-selling opportunities across an expanded customer base.

Bidco believes that Nasstar would substantially benefit from the scale of the business of the Enlarged Group and the proposed acquisition is in the long-term interests of Nasstar.

4. Recommendation

The Nasstar Directors, who have been so advised by Oakley Advisory and finnCap as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice, Oakley Advisory and finnCap have taken into account the commercial assessments of the Nasstar Directors. finnCap is providing independent financial advice to the Nasstar Directors for the purposes of Rule 3 of the Code.

Accordingly, the Nasstar Directors intend unanimously to recommend that, in the case of the Court Meeting, the Scheme Shareholders and, in the case of the General Meeting, the Nasstar Shareholders, vote in favour of the resolutions relating to the Acquisition at the Meetings, as they have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate, 19,424,986 Nasstar Shares representing approximately 3.4 per cent. of the issued ordinary share capital of Nasstar on the Latest Practicable Date. Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this Announcement.

5. Background to and reasons for the recommendation

Nasstar was founded in 1998 and admitted to trading on AIM in December 2005. In January 2014, Nasstar merged with e-know.net Limited in a transformational Reverse Takeover. Since the Reverse Takeover, the management team, led by CEO Nigel Redwood, has successfully grown the business, both organically and by the selective acquisitions of Kamanchi in July 2014, VESK in October 2015 and Modrus in September 2016. Subsequent to 2016, Nasstar's management successfully enacted their "Nasstar 10-19" integration strategy designed to bring about increased strategic focus across the entire business and to unify the business structure. During this period, Nasstar has developed into one of the leading players in the hosted managed and cloud computing marketplace, embracing the technical developments in both the private and public cloud space. This, combined with Nasstar's clear vertical market focus, has seen the business go from strength to strength in recent years.

As a result, the Nasstar Directors remain confident in the prospects of Nasstar and believe that it is well placed to continue to perform strongly as a listed business. However, the Nasstar Directors have a duty to consider approaches from potential acquirers of the business, including that made by Bidco, which has resulted today in the announcement of the Acquisition at a price of 12.88 pence in cash for each Nasstar Share.

In the view of the Nasstar Directors, the Acquisition allows Nasstar Shareholders to realise a cash exit at an attractive price, which represents a 157.6 per cent. premium to the price at which Nasstar Shares were issued to fund the Reverse Takeover. Furthermore, the valuation multiple implied by the Acquisition benchmarks favourably to comparable transactions and businesses in the sector. The Nasstar Directors also view the limited trading liquidity in Nasstar Shares as an important factor in considering their recommendation and believe that the Acquisition presents an opportunity for all Nasstar Shareholders to realise their investment in Nasstar at a premium to the prevailing share price which may not otherwise be achievable in the near-term future due to Nasstar's limited trading liquidity.

The Nasstar Directors also believe that to exploit fully the available market opportunity, through organic growth strategies and adding additional technical expertise, will require additional investment and an increased focus on growth on a longer-term basis than is typical in a public company environment, particularly when set against a background of a declining pool of readily available capital and increased difficulty in fundraising for small cap companies such as Nasstar. In addition, the Nasstar Directors consider that the business of the Enlarged Group will also benefit from a larger and wider pool of technical expertise increasing the agility and throughput of projects, the increased new business opportunity created by the wider service portfolio of the Enlarged Group, vertical specialisms of Nasstar and the opportunity to review the international opportunity. The Nasstar Directors also recognise that the highly competitive employment market for technical engineers can be a constraint on growth and believe therefore that consolidation in the technical sector is important. In addition, the Nasstar Directors believe that further growth of the Nasstar business by way of acquisition will be better facilitated in the context of the Enlarged Group. Whilst the Nasstar Directors have considered a range of acquisition opportunities since the acquisition of Modrus in 2016, vendor expectations as regards pricing have often been such that the Nasstar Board has been constrained in its ability to consummate earnings enhancing deals. As a result, the Nasstar Directors believe that Nasstar is better placed to achieve both organic growth and growth through acquisitions as a private company, and with GCI as a partner.

In considering their recommendation, the Nasstar Directors note that Kestrel, Ari Zaphiriou Zarifi (co-founder of Kestrel), Harwood, David Redwood, Redwood Kids Trust, Brownwood LLP and Lord Peter Daresbury have provided irrevocable undertakings, and Liontrust and Canaccord have provided letters of intent to vote in favour of the Acquisition, indicating their support for the Acquisition (further details of which are set out in paragraph 6 of this Announcement).

Having taken into account these matters, the Nasstar Directors believe that the Acquisition is in the best interests of Nasstar Shareholders, employees and customers as a whole, and therefore intend unanimously to recommend that Nasstar Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting.

6. Irrevocable undertakings and letters of intent

As described above, all of the Nasstar Directors who hold Nasstar Shares have irrevocably undertaken to vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions in respect of their own beneficial holdings amounting to, in aggregate, 19,424,986 Nasstar Shares representing approximately 3.4 per cent. of the issued ordinary share capital of Nasstar on the Latest Practicable Date.

In addition, Bidco has received irrevocable undertakings to vote in in favour of the Resolutions from Kestrel, Ari Zaphiriou Zarifi (co-founder of Kestrel), Harwood, David Redwood, Redwood Kids Trust, Brownwood LLP and Lord Peter Daresbury in respect of a total of 163,455,135 Nasstar Shares, representing approximately 28.4 per cent. of the issued ordinary share capital of Nasstar on the Latest Practical Date. Bidco has also received letters of intent from Liontrust and Canaccord to vote in favour of the resolutions relating to the Acquisition at the Meetings in respect of a total of 162,794,849 Nasstar Shares, representing approximately 28.3 per cent. of the issued ordinary share capital of Nasstar on the Latest Practicable Date.

In aggregate, therefore, irrevocable undertakings and letters of intent to vote in favour of the Resolutions have been received in respect of a total of 345,674,970 Nasstar Shares, representing approximately 60.1 per cent. of the issued ordinary share capital of Nasstar on the Latest Practicable Date.

Further details of these irrevocable undertakings and letters of intent, including the circumstances in which the irrevocable undertakings cease to be binding, are set out in Appendix 3 to this Announcement.

7. Information relating to Bidco, GCI, Mayfair and Arcmont

Bidco is a company limited by shares, incorporated on 27 April 2018, for the purposes of making corporate acquisitions. In May 2018 it acquired GCI pursuant to a management buy-out. Bidco is an indirect subsidiary of the Mayfair Funds and its affiliates. After the Scheme becomes effective, entities for which Arcmont acts as portfolio manager will become indirect minority investors in Bidco, with a fully diluted equity stake of less than 10 per cent. The current directors of Bidco are Wayne Churchill and Craig McLauchlan.

GCI is one of the UK's leading converged ICT service providers, offering IT support, unified communications, cloud, security and network/infrastructure services, and helping organisations to benefit from digital transformation. GCI provides a consultative service backed by around 550 staff and, alongside its suite of end-to-end ICT products and services, has multiple silver and gold certifications from Microsoft. GCI management have a strong track record of mergers and acquisitions, having completed six material transactions in recent years, and proven experience of driving organic growth.

In May 2018, Mayfair supported a management buy-out of GCI. Mayfair is one of the UK's leading private equity firms specialising in investments across the TMT and consumer sectors. The Mayfair team has significant experience in the IT services sector and a track record of supporting their portfolio companies with further capital for M&A.

Arcmont is a private debt asset management firm, providing flexible capital solutions to a wide range of businesses across Europe. Established in 2011 and previously part of BlueBay Asset Management Limited, Arcmont is now an independent firm managing approximately €13 billion of committed capital for institutional investors globally. Arcmont managed funds invest in direct lending and senior loan strategies across Europe. Since it was founded in 2011, Arcmont has invested over €8 billion in more than 115 transactions across 12 European countries, alongside over 40 private equity sponsors and corporate owners. Entities for which Arcmont acts as portfolio manager are the current lenders to Bidco pursuant to a senior facilities agreement originally dated 4 May 2018.

8. Information relating to Nasstar

Nasstar and its wholly-owned operating businesses provide hosted managed services and cloud computing services, integrating private and public clouds and supplying a robust, secure and stable hosted IT service to business customers. The Nasstar Group provides a true end-to-end service for clients providing them with enhanced IT performance and greater cost control over their IT function. The Nasstar Group owns one of its primary data centres, is headquartered in Telford with regional offices in Northampton and Bournemouth and has 24 x 7 support delivered from its Auckland office in New Zealand. Nasstar is an accredited Microsoft Gold Partner, was the 2016 Citrix Networking Partner of the Year and is certified to ISO 27001.

Nasstar specialises in building bespoke cloud hosted services to manage a client's entire application set, tailor made to suit specific industries, designing public, private and hybrid cloud solutions to meet the objectives of the client. The solution is a highly scalable service that provides benefits including "Anywhere Access" to computing; a standardised corporate solution that can be accessed globally in multiple languages; generating cost savings when compared to the traditional IT ownership model whilst replacing capital expenditure with a simple usage based payment model.

Nasstar was founded in 1998, admitted to AIM in December 2005 and acquired e-know.net Limited in a reverse takeover in January 2014, Kamanchi in July 2014, VESK in October 2015 and Modrus in September 2016.

9. Financing

The consideration payable by Bidco under the terms of the Acquisition will be financed by: (a) the proceeds of a drawing of equity from the Mayfair Funds which has been placed in an escrow account with Investec (the "Escrow Account") and are subject to the terms of an escrow agreement (including a term requiring that enough cash be maintained in the Escrow Account to allow Bidco to satisfy certain of the cash consideration payable by it in connection with the Acquisition unless and until the Acquisition terminates or lapses in accordance with its terms); (b) the proceeds of a drawing under the Commitment Letter which has also been placed in the Escrow Account (to be held in accordance with the terms of the same escrow agreement); and (c) indirect capital contributions to Bidco from the Arcmont Funds (which are made available on a certain funds basis).

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

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

10. Directors, management, employees, research and development and locations

Bidco believes that Nasstar represents an attractive acquisition opportunity, as it considers the breadth and scale of Nasstar's operations in the IT Services industry to be highly complementary to Wider Bidco Group's existing business and believes this will allow Wider Bidco Group to further improve its offering by capitalising on the complementary service offerings and customer footprint of the two businesses.

Bidco attaches great importance to the skills, expertise and industry knowledge of Nasstar's employee base and believes that retaining key people will be important to realising the full benefits from the acquisition of Nasstar.

Both Wider Bidco Group and Nasstar have been successful in developing their respective businesses through completing value accretive acquisitions and implementing operational best practices to achieve efficiencies.

Nasstar is in the third year of its "Nasstar 10-19" plan which was designed to deliver long-term growth, accelerated revenues and operational efficiencies across its business. It is Bidco's intention to complete the remaining elements of the "Nasstar 10-19" plan which will be further enhanced through the Acquisition. Bidco believes that, under private ownership and as part of the Enlarged Group, Nasstar would be better able to capitalise on accelerated growth opportunities as a result of the greater scale, depth of technical expertise and efficient operations (including harmonised systems and infrastructure) available to the Enlarged Group. In doing so, Nasstar will become more effective at addressing the market opportunity and securing incremental revenue growth.

Bidco's operational evaluation of Nasstar has been limited in nature to date due to the confines of a public takeover process. Bidco has had high level discussions about its vision for the Nasstar business with Nasstar's management but has not conducted a full assessment of the same. This vision for the Nasstar business includes:

·; creating the largest desktop managed service and cloud provider in the UK, with the broadest service capability, addressing mid-market enterprise customers;

·; capitalising on the increased scale of the Enlarged Group to reduce operational risk for customers and enable Nasstar to deliver a broader range of services and technical capability to its customers to enable accelerated growth;

·; consolidating computing and network infrastructure to enable greater performance with lower operating costs to improve competitiveness;

·; consolidating business and operational systems using the most efficient systems platform chosen from the duplicated systems stack, so that the whole of the Enlarged Group operates seamlessly on common systems; and

·; operating fully 24x7 services on the UK mainland using a POD operating model. The POD model, in operation at Wider Bidco Group, enables a small group of technical staff (10-12 staff known as a POD) to concentrate expertise and support around a small groups of clients that are aligned to a single "POD". The model enables support staff to build a deeper understanding of their clients, which has been proven to deliver greater quality and more personalised service. Nasstar has previously evaluated a POD structure but at the time, considered its own operations to be sub-scale for this operating model to work efficiently;

Following completion of the Acquisition, Bidco intends to work with Nasstar's management team to complete a full evaluation of the Nasstar business focusing on its strategy, operations and organisational structure to consider both the short and long-term synergies available to Nasstar from being a part of the Enlarged Group and how best to implement Bidco's vision for Nasstar. It is envisaged that this evaluation will take place during the first two months of Bidco's ownership with implementation subsequently commencing in or around May 2020.

Subject to the findings of this evaluation, which will determine the composition of a detailed business plan for the Enlarged Group, Bidco's broad intentions for Nasstar are set out below:

·; to establish a programme to up-sell or cross-sell the broader range of products and services that will become available in the Enlarged Group to customers of both Nasstar and Wider Bidco Group;

·; to retain and motivate those customer facing employees and management in Nasstar to ensure continuity, absence of disruption and ongoing revenue growth;

·; steadily migrate Nasstar's service operating model, which is essentially a flat call-center style structure, into the POD operating model which is explained above;

·; where practical, consolidate the operating footprint of the Enlarged Group for the purpose of operating from a smaller number of larger offices due to the close geographic locations of a number of offices within the Enlarged Group to ensure a more effective organisation that benefits from economies of scale, which may result in the closure of one or more offices, a change to the location of Nasstar's headquarters, the relocation of certain employees, and redeployment of fixed assets. The closure of any overlapping offices could come from either Nasstar or Wider Bidco Group. Aside from potential office closure(s), Bidco does not expect there to be any material impact on the Wider Bidco Group;

·; supplier contracts will be consolidated to take advantage of the increased purchasing power as a result of the Acquisition and ensure the most advantageous terms that may result in supplier consolidation; and

·; conduct an assessment of the duplication that exists within the employee base and management structure of the Enlarged Group which may result in targeted headcount reduction in Nasstar's headquarter and back office functions, finance departments and the duplicated management structure. As a result of this review, there may be changes to the balance of the skills and functions of Nasstar's employees and management. Following completion of the Acquisition, certain reporting functions which exist in relation to Nasstar's status as a publicly traded company will no longer be required or will reduce in size, which might result in limited rationalisation of related employee roles. Maintaining the quality of service to customers of the Enlarged Group is, and will remain at all times, a key priority of Bidco.

For the avoidance of doubt, all areas of the Nasstar business will be reviewed and to the extent that any restructuring, integration and/or workforce reductions are proposed by Bidco, they will involve engagement with all relevant stakeholders (including affected employees and any employee representative bodies in accordance with the Enlarged Group's legal obligations) and after appropriate and due consultation before any decision is finalised.

Following completion of the Acquisition, the existing employment rights, including pension rights, of the management and employees of Nasstar will be fully safeguarded. Bidco will not undertake material changes to employment conditions (including current levels of any contribution to pension arrangements (unless required to do so in order to comply with applicable legislation)). Bidco also confirms that it intends to make appropriate proposals to holders of outstanding share options in accordance with the Code.

The Bidco Group does not intend to make any changes to Nasstar's research and development functions.

It is intended that the non-executive directors of Nasstar will resign from the Nasstar Board conditional upon, and with effect from, the Scheme becoming Effective.

Trading facilities

The Nasstar Shares are currently admitted to trading on AIM and, as set out in paragraph 14 below, subject to the Scheme becoming Effective an application will be made to the London Stock Exchange to cancel the admission to trading of Nasstar Shares on AIM. It is also proposed that, following the Effective Date and after its shares' admission to trading on AIM has been cancelled, Nasstar will be re-registered as a private limited company under the Companies Act.

No statements in this paragraph 10 constitute "post-offer undertakings" for the purpose of Rule 19.5 of the Code.

Views of the Nasstar Board

The Nasstar Board welcomes Bidco's stated intentions concerning Nasstar's management and employees, locations of business and strategic plans. The Nasstar Board also welcomes Bidco's confirmation that, following completion of the Acquisition, the existing employment rights, including pension rights, of the management and employees of Nasstar will be fully safeguarded.

11. Offer-related Arrangements

Confidentiality Agreement

On 17 January 2019, Bidco and Nasstar entered into the Confidentiality Agreement in relation to the Acquisition, pursuant to which, amongst other things, Bidco has undertaken to: (a) subject to certain exceptions, keep information relating to Nasstar and the Acquisition confidential and not to disclose it to third parties; and (b) use such confidential information only in connection with the Acquisition. These confidentiality obligations will remain in force until 17 January 2021 or, if earlier, the date the Acquisition becomes Effective.

Cooperation Agreement

Bidco and Nasstar have entered into the Cooperation Agreement, which records the intention of Bidco and Nasstar to implement the Acquisition by way of the Scheme. However, Bidco may implement the Acquisition by way of an Offer if: (i) Nasstar consents in writing; (ii) a third party announces a competing proposal for Nasstar which is recommended (in whole or in part) by the Nasstar Directors or following which the Nasstar Directors fail to publicly reaffirm their unanimous and unconditional recommendation of the Acquisition upon request from Bidco; (iii) the Nasstar Directors do not recommend or withdraw, adversely qualify or adversely modify their unanimous recommendation of (or intention to recommend) the Acquisition; (iv) the Meetings are not held on or before the dates agreed between Nasstar and Bidco; or (v) the Court Hearing is not held on or before the date agreed between Nasstar and Bidco.

The Cooperation Agreement will terminate: (i) if agreed in writing between Nasstar and Bidco; (ii) if; (a) the Nasstar Directors do not recommend the Acquisition, or withdraw, qualify or adversely modify any such recommendation (or intention to recommend); (b) any Condition is or becomes incapable of satisfaction by the Long-stop Date; (c) a competing proposal is recommended by the Nasstar Directors or completes or is declared or becomes unconditional; or (d) the Resolutions are not passed by the requisite majorities; (iii) if the Scheme is withdrawn or lapses prior to the Long-stop Date (other than where the Scheme has switched to an Offer or where Bidco subsequently announces that it will implement the Acquisition by a different offer or scheme on the same or improved terms); or (iv) the Effective Date has not occurred by the Long-stop Date.

12. Structure of the Acquisition

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Nasstar and the Scheme Shareholders, under Part 26 of the Companies Act. The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be issued ordinary share capital of Nasstar. Under the Scheme, the Acquisition will be achieved by the transfer of the Scheme Shares by the Scheme Shareholders to Bidco in consideration for which the Scheme Shareholders will receive cash on the basis described in paragraph 2 above. The procedure involves, among other things, an application by Nasstar to the Court to sanction the Scheme.

The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before 11.59 p.m. on the Long-stop Date (or such later date as Bidco and Nasstar may, with the consent of the Panel, agree and, if required, the Court may approve):

·; a resolution to approve the Scheme is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares held by those Scheme Shareholders;

·; the resolution(s) necessary to implement the Scheme is/are passed by the requisite majority of Nasstar Shareholders at the General Meeting (which will require the approval of Nasstar Shareholders representing at least 75 per cent. of the votes cast at the General Meeting either in person or by proxy);

·; following the Court Meeting and General Meeting, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by Bidco and Nasstar); and

·; following such sanction, a copy of the Court Order is delivered to the Registrar of Companies.

Once the necessary approvals from the Scheme Shareholders and the Nasstar Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become Effective upon delivery of the Court Order to the Registrar of Companies.

Upon the Scheme becoming Effective: (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour of the Resolutions); (ii) share certificates in respect of Nasstar Shares will cease to be valid; and (iii) entitlements to Nasstar Shares held within the CREST system will be cancelled. The consideration payable under the Scheme will be dispatched to Scheme Shareholders by Bidco no later than 14 days after the Effective Date.

Any Nasstar Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Nasstar Shares issued after the Scheme Record Time (other than to Bidco and/or their nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and its nominees) holding shares in the capital of Nasstar after the Effective Date.

If the Scheme does not become Effective on or before 11.59 p.m. on the Long-stop Date (or such later date as Nasstar and Bidco may, with the consent of the Panel, agree and, if required, the Court may approve), it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents).

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition and will specify the necessary actions to be taken by Nasstar Shareholders. It is expected that the Scheme Document, together with the Forms of Proxy, will be published as soon as practicable and in any event, within 28 days of this Announcement (unless the Panel agrees otherwise). Subject to the satisfaction (or waiver, as the case may be) of the Conditions, it is anticipated that the Scheme will become Effective in late January 2020.

13. Nasstar Share Plans

Participants in the Nasstar Share Plans will be contacted regarding the effect of the Acquisition on their rights under the Nasstar Share Plans and appropriate proposals in accordance with Rule 15 of the Code where required will be made to such participants in due course.

The Cooperation Agreement contains certain agreed arrangements with respect to the treatment of outstanding options over Nasstar Shares granted under the Nasstar Share Plans.

14. Delisting and re-registration as a private company

Prior to the Scheme becoming Effective, Nasstar will make an application to the London Stock Exchange to cancel the trading of the Nasstar Shares on AIM, to take effect shortly after the Effective Date. The last day of dealings in Nasstar Shares on AIM is expected to be the Business Day immediately prior to the Court Hearing and no transfers will be registered after 6.00 p.m. on that date.

On the Effective Date, share certificates in respect of Nasstar Shares will cease to be valid and should, if so requested by Nasstar, be sent to Nasstar for cancellation. On the Effective Date, entitlements to Nasstar Shares held within the CREST system will be cancelled.

It is also intended that, following the Scheme becoming Effective, Nasstar will be re-registered as a private limited company under the Companies Act.

Nasstar does not hold any Nasstar Shares in treasury.

15. Disclosure of interests in Nasstar relevant securities

Except for the irrevocable undertakings and the letters of intent referred to in paragraph 6 above and as disclosed below, as at the date of this Announcement neither Bidco, nor any director of either of Bidco nor any member of the Bidco Group, nor, as far as Bidco is aware, any person acting in concert (within the meaning of the Code) with Bidco for the purposes of the Acquisition:

·; has any interest in, or right to subscribe for, any relevant securities of Nasstar; nor

·; has any short position (whether conditional or absolute and whether in the money or otherwise) in relevant securities of Nasstar, including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery of relevant securities of Nasstar; nor

·; has borrowed or lent any relevant securities of Nasstar or entered into any financial collateral arrangements relating to relevant securities of Nasstar; nor

·; is party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Code in relation to relevant securities of Nasstar.

Relevant securities of Nasstar are Nasstar Shares or securities convertible or exchangeable into Nasstar Shares.

16. Overseas shareholders

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

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

17. Documents published on a website

Copies of the following documents will, by no later than 12 noon (London time) on the Business Day following this Announcement, be published on Nasstar's website at www.nasstar.com and GCI's website at www.gcicom.net until the Effective Date:

·; this Announcement;

·; the irrevocable undertakings and letters of intent referred to in paragraph 6;

·; the documents entered into for the financing of the Acquisition referred to in paragraph 9;

·; the Confidentiality Agreement referred to in paragraph 11; and

·; the Cooperation Agreement referred to in paragraph 11.

The contents of Nasstar's and GCI's websites are not incorporated into and do not form part of this Announcement.

18. General

Bidco reserves the right to elect (with the consent of the Panel) to implement the acquisition of the Nasstar Shares by way of an Offer as an alternative to the Scheme. In such event, the Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme and, among other things, the change in structure by which the Acquisition is to be implemented and compliance with all applicable laws, including US securities laws. If the Acquisition is effected by way of an Offer and such Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to: (i) make a request to the London Stock Exchange to cancel trading in Nasstar Shares on AIM; and (ii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Nasstar Shares in respect of which the Offer has not been accepted.

The Acquisition will be made on the terms and subject to the Conditions and further terms set out in Appendix 1 to this Announcement. The sources of information and bases of calculations contained in this Announcement are set out in Appendix 2 to this Announcement. A summary of the irrevocable undertakings and the letters of intent is contained in Appendix 3 to this Announcement. Certain terms used in this Announcement are defined in Appendix 4 to this Announcement.

The Acquisition will be governed by the laws of England and will be subject to the jurisdiction of the courts of England. The Acquisition will be subject to the applicable requirements of the Code, the Panel, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules, the AIM Rules, the London Stock Exchange and the FCA.

Investec and Oakley Advisory have each given and not withdrawn their 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.

Enquiries

CMS Cameron McKenna Nabarro Olswang LLP is retained as legal adviser to Mayfair and Bidco; Marriott Harrison LLP is retained as legal adviser to Nasstar, in each case in connection with the Acquisition.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Nasstar in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely by means of the Scheme Document, which will contain the full terms and conditions of the Acquisition including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

Investec, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively as financial adviser for Bidco and no one else in relation to the Acquisition and/or other matters set out in this Announcement. Investec will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Acquisition and/or other matters set out in this Announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to the clients of Investec, or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on Investec by FSMA or the regulatory regime established thereunder, Investec does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this Announcement or any other statement made or purported to be made by it or on its behalf in connection with the Acquisition and/or other matters set out in this Announcement. Investec (and its affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability) whether arising in tort, contract or otherwise which it might have in respect of the contents of this Announcement or any other statement made or purported to be made by it or on its behalf in connection with Acquisition or and/or other matters set out in this Announcement.

Oakley Advisory, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Nasstar and for no one else in connection with the Acquisition or any matters referred to in this Announcement and will not be responsible to anyone other than Nasstar for providing the protections afforded to clients of Oakley Advisory, or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.

finnCap, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as nominated adviser and corporate broker to Nasstar and for no one else in connection with the Acquisition or any other matters referred to in this Announcement and will not be responsible to anyone other than Nasstar for providing the protections afforded to clients of finnCap, or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.

Overseas jurisdictions

The availability of the Acquisition to Nasstar Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be contained in the Scheme Document.

The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme Shares with respect to the Scheme at the Court Meeting or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws 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. This Announcement has been prepared for the purposes of complying with the laws of England, the AIM Rules, the rules of the London Stock Exchange, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England.

Copies of this Announcement and any formal documentation relating to the Scheme and the Acquisition will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of Offer (unless otherwise permitted by applicable law or regulation), the Offer must not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

Further information for US Holders

US Holders should note that the Acquisition relates to the securities of an English company, is subject to UK disclosure requirements and practices (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act, and the proxy solicitation rules under the US Exchange Act will not apply to the Acquisition. The Scheme will be subject to UK disclosure requirements and practices, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with IFRS, and thus may not be comparable to financial information of companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. However, if Bidco were to exercise its right to implement the Acquisition of the Nasstar Shares by way of an Offer, such Offer will be made in compliance with applicable US tender offer and securities laws and regulations. Such an Offer would be made by Bidco.

The receipt of cash pursuant to the Acquisition by a US Holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Nasstar Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Nasstar are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Nasstar Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Nasstar contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and/or Nasstar about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on Bidco, GCI and/or Nasstar, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Bidco and Nasstar believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Nasstar can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions; future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco, GCI and Nasstar operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Nasstar, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Market Abuse Regulation), neither Bidco nor Nasstar is under any obligation, and Bidco and Nasstar expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

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 Nasstar for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Nasstar.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(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 pm (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.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, Nasstar confirms that as at the date of this Announcement, it has in issue and admitted to trading on AIM 575,012,743 ordinary shares of 1 penny each. The International Securities Identification Number (ISIN) of the Nasstar Shares is GB00B0T1S097.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this Announcement and the documents required to be published by Rule 26 of the Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Nasstar's website at www.nasstar.com/investors and on GCI's website at www.gcicom.net by no later than 12 noon (London time) on the Business Day following this Announcement. For the avoidance of doubt, the contents of those websites are not incorporated by reference and do not form part of this Announcement.

Requesting hard copy documents

Nasstar Shareholders may request a hard copy of this Announcement by contacting Nasstar's Registrar, Neville Registrars Limited, during business hours on +44 (0) 121 585 1131 or by submitting a request in writing to Nasstar's Registrar, Neville Registrars Limited, Neville House, Steel Park Road, Halesowen, West Midlands, United Kingdom B62 8HD. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Nasstar Shareholders, persons with information rights and other relevant persons for the receipt of communications from Nasstar may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c).

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an exact arithmetic aggregation of figures that precede them. 

Appendix 1Conditions and Certain Further Terms of the Scheme and the Acquisition

Part A. Conditions to the Scheme and Acquisition

The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Code, on or before the Long-stop Date or such later date (if any) as Bidco and Nasstar may, with the consent of the Panel, agree and (if required) the Court may approve.

Scheme approval

1. The Scheme will be conditional upon:

a. approval of the Scheme by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders (or the relevant class or classes thereof (if applicable) in each case present and voting, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Code or at any adjournment of any such meeting, provided that the Court Meeting may not be adjourned beyond the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date (if any) as Bidco and Nasstar may agree and the Court may allow);

b. all resolutions necessary to approve and implement the Scheme as set out in the notice of the General Meeting being duly passed by the requisite majority at the General Meeting or at any adjournment thereof, provided that the General Meeting may not be adjourned beyond the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date (if any) as Bidco and Nasstar may agree and the Court may allow); and

c. the sanction of the Scheme by the Court (without modification, or with modification on terms acceptable to Bidco and Nasstar), provided that the Court Hearing may not be adjourned beyond the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date (if any) as Bidco and Nasstar may agree and the Court may allow), and the delivery of the Scheme Court Order to the Registrar of Companies for registration.

In addition, Bidco and Nasstar have agreed that, subject as stated in Part B below and to the requirements of the Panel, the Acquisition will be conditional upon the following matters and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless such conditions (as amended, if appropriate) have been satisfied or, where relevant, waived:

General third party clearances

2. The Scheme will be conditional upon:

a. all necessary filings or applications having been made, all necessary waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with, in each case in connection with the Acquisition or the acquisition by any member of the Wider Bidco Group of any shares or other securities in, or control of, any member of the Wider Nasstar Group, where the direct consequence of a failure to make such a notification or filing or to wait for the expiry, lapse, or termination of any such waiting or time period would be unlawful in any relevant jurisdiction.

b. no Third Party having intervened and there not continuing to be outstanding any statute, regulation or order of any Third Party, in each case which would reasonably be expected to:

i. make the Scheme or the Acquisition or, in each case, its implementation or the acquisition or proposed acquisition by Bidco or any member of the Wider Bidco Group of any shares or other securities in, or control or management of, Nasstar or any member of the Wider Nasstar void, illegal or unenforceable in any jurisdiction, or otherwise directly or indirectly materially restrain, prevent, prohibit, restrict or materially delay, the same or impose additional material conditions or obligations with respect to the Scheme or the Acquisition or such acquisition, or otherwise materially impede, challenge or interfere with the Scheme or Acquisition or such acquisition, or require material amendment to the terms of the Scheme or Acquisition or the acquisition or proposed acquisition of any Nasstar Shares or the acquisition of control or management of Nasstar or the Wider Nasstar Group by Bidco or any member of the Wider Bidco Group;

ii. materially limit or delay, or impose any material limitations on, the ability of any member of the Wider Bidco Group or any member of the Wider Nasstar Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in, or to exercise voting or management control over, any member of the Wider Nasstar Group or any member of the Wider Bidco Group;

iii. require, prevent or materially delay the divestiture or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Bidco Group of any shares or other securities in Nasstar or of all or any portion of their respective businesses, assets or properties or materially limit the ability of any of them to conduct any of their respective businesses or to own or control any of their respective assets or properties or any part thereof, in each case, to an extent which is material in the context of the Wider Bidco Group or the Wider Nasstar Group, in either case taken as a whole, or in the context of the Acquisition;

iv. except pursuant to sections 974 to 991 of the Companies Act, require any member of the Wider Bidco Group or of the Wider Nasstar Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of either group owned by any third party;

v. materially limit the ability of any member of the Wider Bidco Group or of the Wider Nasstar Group to conduct or integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Bidco Group or of the Wider Nasstar Group; or

vi. otherwise materially adversely affect, the business, assets, profits, financial or trading position of any member of the Wider Nasstar Group or of the Wider Bidco Group.

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

3. The Scheme will be conditional upon, except as Disclosed, there being no provision of any arrangement, agreement, licence, permit or other instrument to which any member of the Wider Nasstar Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject, which, in each case as a consequence of the Scheme or Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control of, Nasstar or any other member of the Wider Nasstar Group by any member of the Wider Bidco Group or otherwise, would be expected to result in (in any case, to an extent which would reasonably be expected to be material and adverse in the context of the Wider Nasstar Group taken as a whole):

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

b. the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Nasstar Group;

c. any such arrangement, agreement, licence, permit or instrument, or the rights, liabilities, obligations or interests of any member of the Wider Nasstar Group thereunder, being or becoming capable of being terminated or modified or affected or any action being taken or any obligation or liability arising thereunder;

d. any asset or interest of any member of the Wider Nasstar Group being or falling to be disposed of or charged or ceasing to be available to any member of the Wider Nasstar Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider Nasstar Group otherwise than in the ordinary course of business;

e. the creation of any material liabilities (actual or contingent) by any member of the Wider Nasstar Group other than trade creditors or other liabilities incurred in the ordinary course of business;

f. the rights, liabilities, obligations or interests of any member of the Wider Nasstar Group under any such arrangement, agreement, licence, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being terminated or adversely modified or affected; or

g. the financial or trading position or the value of any member of the Wider Nasstar Group being prejudiced or adversely affected to any material degree,

and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument, would or would reasonably be expected to result in any of the events or circumstances which are referred to in paragraphs (a) to (g) of this Condition 3 in any case to an extent which would reasonably be expected to be material and adverse in the context of the Wider Nasstar Group taken as a whole.

Certain events occurring since 31 December 2018

4. The Scheme will be conditional upon, except as Disclosed, no member of the Wider Nasstar Group having, since 31 December 2018:

a. issued or agreed to issue, or authorised the issue of, additional shares of any class, or securities convertible into or exercisable or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold any shares out of treasury;

b. purchased or redeemed or repaid any of its own shares or other securities or reduced or made any other change to any part of its share capital in each case to an extent which is material and adverse in the context of the Wider Nasstar Group taken as a whole;

c. recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise or made any bonus issue (other than to Nasstar or a wholly-owned subsidiary of Nasstar);

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

e. save for intra- Nasstar Group transactions, made or authorised any change in its loan capital other than in connection with ordinary course financing arrangements in any case to an extent which is material and adverse in the context of the Nasstar Group taken as a whole;

f. save for intra- Nasstar Group transactions, entered into, implemented or authorised the entry into any joint venture, asset or profit sharing arrangement, partnership or merged with, demerged or acquired anybody corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in any undertaking and trade investments) or authorised the same (in each case, to an extent which is material and adverse in the context of the Wider Nasstar Group taken as a whole);

g. issued or authorised the issue of, or made any change in or to, any debentures or (save for intra- Nasstar Group transactions) incurred or increased any indebtedness or liability (actual or contingent) which in any case is material and adverse in the context of the Wider Nasstar Group taken as a whole;

h. entered into, varied or authorised any material agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is reasonably likely to involve an obligation of such nature or magnitude and which is likely to materially restrict the business of any member of the Wider Nasstar Group other than to a nature and extent which is normal in the context of the business concerned which is or would reasonably be expected to be material and adverse in the context of the Wider Nasstar Group taken as a whole;

i. (other than in respect of a member of the Wider Nasstar Group which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction which in any case is material in the context of the Wider Nasstar Group taken as a whole;

j. been unable, or admitted in writing 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 to an extent which is material in the context of the Wider Nasstar Group taken as a whole;

k. other than in respect of claims between Nasstar and wholly owned subsidiaries of Nasstar, waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Wider Nasstar Group taken as a whole;

l. made any alteration to its memorandum or articles of association (in each case, other than in connection with the Scheme) which is material in the context of the Acquisition;

m. (except in relation to changes made or agreed as a result of, or arising from, legislation or changes to legislation) made or agreed or consented to:

i. any material change to:

1. the terms of the trust deeds constituting the pension scheme(s) established for its directors, employees or their dependents; or

2. the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder; or

3. the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined; or

4. the basis upon which the liabilities (including pensions) or such pension schemes are funded, valued or made,

in each case, which is material in the context of the Wider Nasstar Group taken as a whole,

ii. any change to the trustees including the appointment of a trust corporation;

n. entered into or materially varied the terms of or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, agreement, commitment, transaction or arrangement with any director or senior executive which is material and adverse in the context of the Acquisition or which would reasonably be expected to have a material adverse effect on the financial position of the Wider Nasstar Group;

o. proposed, agreed to provide or materially 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 Wider Nasstar Group in each case which is material and adverse in the context of the Wider Nasstar Group taken as a whole; and

p. on or after the date of this Announcement, and other than with the consent of Bidco, no action having been taken or proposed by any member of the Wider Nasstar Group which requires or would require the approval of Nasstar Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code.

No adverse change, litigation or regulatory enquiry

5. The Scheme will be conditional upon except as Disclosed, since 31 December 2018:

a. there having been no adverse change or deterioration in the business, assets, financial or trading positions or profit or prospects of any member of the Wider Nasstar Group which in any case is material and adverse in the context of the Wider Nasstar Group taken as a whole;

b. no contingent or other liability of any member of the Wider Nasstar Group having arisen or become apparent or increased which in any case is or would reasonably be expected to be material and adverse in the context of the Wider Nasstar Group taken as a whole;

c. (other than as a result of or in connection with the Acquisition), no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Nasstar Group is or may become a party (whether as claimant, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider Nasstar Group having been threatened in writing, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider Nasstar Group which in any such case is or would reasonably be expected to be material and adverse in the context of the Wider Nasstar Group taken as a whole;

d. no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Nasstar Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Wider Nasstar Group taken as a whole; and

e. no member of the Wider Nasstar Group having conducted its business in breach of any applicable laws and regulations which in any case is material in the context of the Wider Nasstar Group taken as a whole.

No discovery of certain matters

6. The Scheme will be conditional upon, except as Disclosed, since 31 December 2018, Bidco not having discovered:

a. that any financial or business or other information concerning the Wider Nasstar Group disclosed at any time by or on behalf of any member of the Wider Nasstar Group, whether publicly, to any member of the Wider Bidco Group or to any of their advisers, is misleading or contains any misrepresentation of fact or omits to state a fact necessary to make any information contained therein not misleading and which is not subsequently corrected by disclosure by or on behalf of the Wider Nasstar Group, in each case to an extent which is material in the context of the Wider Nasstar Group taken as a whole;

b. that any member of the Wider Nasstar Group is subject to any liability (actual or contingent) which is material in the context of the Wider Nasstar Group taken as a whole;

c. any past or present member of the Wider Nasstar Group has not complied in all material respects with all applicable legislation or regulations of any jurisdiction relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or otherwise relating to environmental matters or the health and safety of any person, or that there has otherwise been any such use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission (whether or not this constituted a non-compliance by any person with any legislation or regulations and wherever the same may have taken place), which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) or cost on the part of any member of the Wider Nasstar Group, which in any case is material in the context of the Wider Nasstar Group as a whole; or

d. there is any material liability (actual or contingent) to make good, repair, reinstate or clean up any property owned, occupied or made use of by any past or present member of the Wider Nasstar Group under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction, which in any case is material in the context of the Wider Nasstar Group taken as a whole.

Anti-corruption, sanctions and criminal property

7. The Scheme will be conditional upon, except as Disclosed, Bidco not having discovered that:

(a) any:

i. past or present member, director, officer or employee of the Wider Nasstar Group; or

ii. person that performs or has performed services on behalf of the Wider Nasstar Group,

has at any time engaged in an activity, practice or conduct which would constitute an offence under the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation;

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

(c) any past or present member, director, officer or employee of the Wider Nasstar Group has engaged in any business with, made any investments in, or made any payments or assets available to or received any funds or assets from:

(d) any government, entity, or individual with which US or European Union persons (or persons operating in those territories) are prohibited from engaging in activities, 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

(e) any government, entity or individual targeted by any of the economic sanctions of the United Nations, United States or the European Union or any of its member states; or

(f) a member of the Nasstar Group has engaged in a transaction which would cause the Wider Bidco Group to be in breach of any law or regulation on completion of the Acquisition, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs or any government, entity or individual targeted by any of the economic sanctions of the United Nations, United States or the European Union or any of its member states.

8. For the purpose of these Conditions:

(a) "Third Party" means any central bank, government, government department or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, authority, court, trade agency, association, institution or professional or environmental body in any relevant jurisdiction, including, for the avoidance of doubt, the Panel; and

(b) a Third Party shall be regarded as having "intervened" if it has given notice to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or made or enacted any statute, regulation, decision or order or required any action to be taken and "intervene" shall be construed accordingly.

Part B. Certain further terms of the Scheme and the Acquisition

1. Conditions 2 to 7 (inclusive) must be fulfilled, be determined by Bidco to be or remain satisfied or (if capable of waiver) be waived prior to the commencement of the Court Hearing, failing which the Scheme will lapse.

2. Notwithstanding the paragraph above, subject to paragraph (4) below and subject to the requirements of the Panel, Bidco reserves the right in its sole discretion to waive all or any of Conditions 2 to 7 (inclusive), in whole or in part and to proceed with the Court Hearing prior to the fulfilment, satisfaction or waiver of any of the Conditions 2 to 7 (inclusive).

3. Bidco shall be under no obligation under the terms and Conditions of the Acquisition to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 2 to 7 (inclusive) by a date earlier than the latest date specified in paragraph 1 above, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any Condition may not be capable of fulfilment.

4. Bidco reserves the right to elect to implement the Acquisition by way of an Offer, subject to the Code and the Panel's consent. In such event, such Offer will be implemented on the same terms and conditions (subject to appropriate amendments, including an acceptance condition set at 75 per cent. of the shares to which the Offer relates (or such lesser percentage, as Bidco may decide, subject to the Code and with the consent of the Panel) so far as applicable, as those which would apply to the Scheme.

5. Under Rule 13.5(a) of the Code, Bidco may not invoke a Condition so as to cause the Acquisition 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 Bidco in the context of the Acquisition. The Conditions contained in paragraph 1 above and, if applicable, any acceptance condition if the Acquisition is implemented by means of an Offer, are not subject to this provision of the Code.

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

7. The Acquisition will be subject, inter alia, to the Conditions and certain further terms which are set out in this Appendix 1 and those terms which will be set out in the Scheme Document and such further terms as may be required to comply with the provisions of the AIM Rules and the provisions of the Code.

8. Nasstar Shares will be acquired by Bidco fully paid and free from all liens, equitable interests, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them, including the right to receive and retain all dividends and distributions (if any) declared, made or paid after the Effective Date. If after the date of this Announcement and prior to the Effective Date, any dividend and/or other distribution and/or other return of value is declared, made or paid or becomes payable in respect of Nasstar Shares, Bidco shall be entitled to reduce the amount of consideration payable for such Nasstar Shares under the terms of the Acquisition by an amount equivalent to such dividend, other distribution or return of value. If any such dividend and/or other distribution and/or other return of value occurs and Bidco exercises its rights pursuant to this paragraph, any reference to this Announcement to the Offer Price shall be deemed to be a reference to the Offer Price as so reduced. Any exercise by Bidco of its 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 Acquisition.

9. This Announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme, and any proxies will be governed by the laws of England and be subject to the exclusive jurisdiction of the English courts. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the AIM Rules, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules, the FCA and the Registrar of Companies.

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

11. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements. Further information in relation to overseas shareholders will be contained in the Scheme Document.

12. The Acquisition will lapse if:

a. in so far as the Acquisition or any matter arising from or relating to the Scheme or the Acquisition constitutes a concentration with an EU dimension within the scope of Council Regulation (EC) 139/ 2004 (the "Regulation"), the European Commission either initiates proceedings under Article 6(1)(c) of Council Regulation (EC) 139/2004 or, makes a referral to a competent authority in the United Kingdom by the European Commission under Article 9(1) of that Regulation, and there is then a CMA Phase 2 Reference; or

b. the Acquisition or any matter arising from or relating to the Scheme or Acquisition becomes subject to a CMA Phase 2 Reference,

in each case before the date of the Court Meeting.

Appendix 2Sources of Information and Bases of Calculation

In this Announcement, unless otherwise stated, or the context otherwise requires, the bases and sources used are set out below.

1. Unless otherwise stated, financial information relating to the Nasstar Group has been extracted or derived (without any adjustment) from the Nasstar Group's audited consolidated financial statements for the financial year ended 31 December 2018 or the unaudited results for the six month period ended 30 June 2019, as applicable.

2. As at the Latest Practicable Date, there were 575,012,743 Nasstar Shares in issue.

3. The International Securities Identification Number for the Nasstar Shares is GB00B0T1S097.

4. The value of the issued and to be issued share capital of Nasstar at the Offer Price has been calculated by multiplying the Offer Price of 12.88 pence per share by 616,768,483 issued and to be issued Nasstar Shares, which consists of 575,012,743 Nasstar Shares in issue as at the Latest Practicable Date, plus 41,755,740 Nasstar Shares to be issued as consideration following the exercise of the options issued under the Nasstar Share Plans.

5. Unless otherwise stated, all closing prices for Nasstar Shares are closing middle market quotations derived from the AIM Appendix to the Daily Official List published by the London Stock Exchange.

Appendix 3Details of Irrevocable Undertakings and Letters of Intent

Irrevocable Undertakings and Letters of Intent

The following holders, controllers or beneficial owners of Nasstar Shares, have given irrevocable undertakings or letters of intent (as applicable) to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in relation to the following Nasstar Shares:

Part 1 - Nasstar Director irrevocable undertakings

These irrevocable undertakings will continue to be binding in the event that a higher competing offer is made for Nasstar.

Each of the irrevocable undertakings described above will cease to be binding in the following circumstances:

·; the Acquisition is implemented by way of a Scheme, and:

·; the Scheme Document is not posted to Nasstar Shareholders within the permitted period under the Code or as otherwise agreed with the Panel; or

·; the Scheme or any resolution to be proposed is not approved by the requisite majority of the Nasstar Shareholders at the General Meeting or the Court Meeting;

·; the Acquisition is implemented by way of a Takeover Offer, and the offer document is not posted to the Nasstar Shareholders within the permitted period under the Takeover Code or as otherwise agreed with the Panel;

·; if the Scheme does not become Effective or, as applicable, the Acquisition lapses or is withdrawn and no new, revised or replacement Scheme or Takeover Offer is or has been announced in accordance with Rule 2.7 of the Takeover Code at the same time; or

·; if any event occurs or becomes known to Bidco before despatch of the Scheme Document (or the offer document in the case of a Takeover Offer) as a result of which the Panel requires or agrees with Bidco that Bidco need not make the offer to effect the Acquisition.

Part 2 - Nasstar Shareholders (other than Nasstar Directors) irrevocable undertakings

Kestrel and Ari Zaphiriou Zarifi (co-founder of Kestrel)

These irrevocable undertakings will continue to be binding in the event that a higher competing offer is made for Nasstar.

These irrevocable undertakings will cease to be binding on the earliest to occur of the following:

·; 11:59pm on the date that is 28 days after the release of this Announcement;

·; Bidco announces that the Acquisition will not proceed;

·; any competing offer becoming unconditional in all respects (if made as a contractual offer) or becoming effective (if made through a scheme of arrangement under Part 26 of the Companies Act);

·; the Takeover Panel announces that it has released Bidco from its obligation under the Code to make or proceed with the Acquisition or the Takeover Panel confirms to Bidco or its financial advisers or Kestrel that it has released Bidco from that obligation; and

·; Bidco ceases to be permitted under the Code to proceed with the Acquisition.

David Redwood, Redwood Kids Trust, Brownwood LLP and Lord Peter Daresbury 

These irrevocable undertakings will continue to be binding in the event that a higher competing offer is made for Nasstar.

Each of the irrevocable undertakings described above will cease to be binding in the following circumstances:

·; the Acquisition is implemented by way of a Scheme, and:

o the Scheme Document is not posted to Nasstar Shareholders within the permitted period under the Takeover Code or as otherwise agreed with the Panel; or

o the Scheme or any resolution to be proposed is not approved by the requisite majority of the Nasstar Shareholders at the General Meeting or the Court Meeting;

·; the Acquisition is implemented by way of a Takeover Offer, and the offer document is not posted to the Nasstar Shareholders within the permitted period under the Takeover Code or as otherwise agreed with the Panel;

·; if the Scheme does not become Effective or, as applicable, the Acquisition lapses or is withdrawn and no new, revised or replacement Scheme or Takeover Offer is or has been announced in accordance with Rule 2.7 of the Takeover Code at the same time; or

·; if any event occurs or becomes known to Bidco before despatch of the Scheme Document (or the offer document in the case of a Takeover Offer) as a result of which the Panel requires or agrees with Bidco that Bidco need not make the offer to effect the Acquisition.

Harwood

This irrevocable undertaking will cease to be binding in the following circumstances:

·; the Acquisition is implemented by way of a Scheme, and:

o the Scheme Document is not posted to Nasstar Shareholders within the permitted period under the Takeover Code or as otherwise agreed with the Panel; or

o the Scheme or any resolution to be proposed is not approved by the requisite majority of the Nasstar Shareholders at the General Meeting or the Court Meeting;

·; the Acquisition is implemented by way of a Takeover Offer, and the offer document is not posted to the Nasstar Shareholders within the permitted period under the Takeover Code or as otherwise agreed with the Panel;

·; if the Scheme does not become Effective or, as applicable, the Acquisition lapses or is withdrawn and no new, revised or replacement Scheme or Takeover Offer is or has been announced in accordance with Rule 2.7 of the Takeover Code at the same time;

·; if any event occurs or becomes known to Bidco before despatch of the Scheme Document (or the offer document in the case of a Takeover Offer) as a result of which the Panel requires or agrees with Bidco that Bidco need not make the offer to effect the Acquisition; or

·; in the event of a competing offer where the value of the consideration exceeds the value of consideration offered pursuant to the Acquisition by not less than 10 per cent..

Part 3 - Letters of intent 

Liontrust and Cannacord have given letters of intent to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of a total of 162,794,849 Nasstar Shares, representing approximately 28.3 per cent. of the issued ordinary share capital of Nasstar on the Latest Practicable Date.

·;

Appendix 4Definitions

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

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking", "associated undertaking" and "equity share capital" have the meanings given by the Companies Act.

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this Announcement. All references to time in this Announcement are to London time unless otherwise stated.

A reference to "includes" shall mean "includes without limitation", and references to "including" and any other similar term shall be construed accordingly. References to the singular include the plural and vice versa.

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