PHD.L Regulatory News (PHD)

18 January 2018

PROACTIS Holdings PLC

Announcement Regarding Filing of Tender Offer for Hubwoo

PROACTIS Holdings PLC ("PROACTIS", the "Group" or the "Company"), the specialist Spend Control software provider, announces that following the acquisition of Perfect Commerce, LLC and a decision to undertake a mandatory tender offer (the "Tender Offer") rather than seek a waiver of that obligation, following discussions with the French Authorité des Marchés Financiers ("AMF"), the Company (through its wholly owned subsidiary Perfect Commerce S.A.) filed a tender offer for the remaining issued share capital of Hubwoo S.A. ("Hubwoo"), the 79 per cent. owned subsidiary of the Company's wholly owned subsidiary Perfect Commerce S.A., at a price of €0.20 per Hubwoo share, on 17 January 2018.

The Tender Offer is now subject to clearance by the AMF and, should that clearance be given, it is expected that the Tender Offer documentation will be published on or around 7 February 2018, with the Tender Offer expected to be open to Hubwoo shareholders for the 10 (ten) trading day period from 8 February 2018 to 21 February 2018. The final results of the Tender Offer are expected to be announced on or around 28 February 2018. However, this indicative timetable remains subject to the date of the AMF's clearance decision.

Subject to the above, the Tender Offer is expected to be conducted by Perfect Commerce S.A. at a price of €0.20 per Hubwoo share, with the maximum consideration payable for all outstanding Hubwoo shares being approximately €5.6 million (excluding fees and related expenses), payable through the Company's existing cash resources.

The Company reserves the right to request that Euronext Paris delist the Hubwoo shares from the Euronext Paris market. The delisting would be subject to the rules of the Euronext Paris market and the veto right of the AMF. Euronext Paris may accept such a request only if the liquidity of the Hubwoo shares is materially reduced after the closing of the Tender Offer, so that the course of action would be deemed to be in the best interest of the Euronext Paris market.

A further announcement will be made in due course.

The announcement made by Hubwoo states:

"Suresnes - January 17th 2018 -PROACTIS (the indirect majority shareholder (78.95%) of Hubwoo and Hubwoo announce today the filing, by the company Perfect Commerce S.A., of a tender offer for the remaining issued share capital of Hubwoo (Euronext : HBW.NX) at 0.20€ a share, representing a premium of 25% to the mid-market closing price of 0,16€ on October 18, 2017, being the last practicable day prior to the filing. Hubwoo is a Procure-to-Pay software and services company headquartered in Paris, France.

This tender offer is being conducted as a consequence of the acquisition by PROACTIS of Perfect Commerce LLC ("Perfect Commerce"), and is filed in accordance with the provisions of Article 234-2 of the AMF General Regulation.

At its meeting on January, 12th, 2018, Hubwoo's Board of Directors, unanimously delivered, notably based on the fairness opinion of the Independent Expert issued by the firm Farthouat Finance in accordance with the article 261-1-I-1° of AMF General Regulation, an opinion in favour of the tender offer. The offer is still subject to clearance by the French Autorité des Marchés Financiers (the "AMF").

PROACTIS, intends to continue the operations of and the development of Hubwoo, in line with Hubwoo's current activities and strategy.

Shareholders are reminded that the outcome of the proposed public tender offer will not modify the control of Hubwoo, as PROACTIS is already the indirect controlling shareholder of Hubwoo.

PROACTIS is a United Kingdom-based group listed on AIM, a market operated by the London Stock Exchange plc and is a specialist spend control solution provider.

The trading suspension of the Hubwoo shares will continue until further notice.

For the purpose of the filing of the tender offer, PROACTIS is advised by Banque Delubac & Cie acting as the presenting bank and Euroland Corporate acting as adviser.

Important Disclaimer

This press release does not constitute an offer and should not be construed as constituting any form of solicitation for the purchase or sale of securities in the United States or any other country. This press release is not for distribution in countries other than France. The distribution of this press release, the offer and the acceptance of the offer may be, in certain countries, subject to special regulations. Consequently, persons in possession of this press release are required to ascertain the local restrictions which may apply, and to comply with them. PROACTIS and Hubwoo disclaim any liability for any violation of such restrictions by any person."

Enquiries:

Notes to Editors:

PROACTIS creates, sells and maintains specialist software which enables organisations to streamline, control and monitor all internal and external expenditure, other than payroll. PROACTIS is used in approximately 1,000 organisations around the world from the commercial, public and not-for-profit sectors.

PROACTIS is head quartered in London and floated on the AIM market of the London Stock Exchange in June 2006.