PRSM.L Regulatory News (PRSM)

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

FOR IMMEDIATE RELEASE

22 NOVEMBER 2021

RECOMMENDED CASH ACQUISITION

OF

BLUE PRISM GROUP PLC ("BLUE PRISM")

by

BALI BIDCO LIMITED ("BIDCO")

(a company indirectly owned by the Vista Funds)

to be effected by means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006

UPDATE ON LETTERS OF INTENT

On 28 September 2021, the boards of Blue Prism and Bidco announced they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Blue Prism by Bidco (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement between Blue Prism and Scheme Shareholders under Part 26 of the Companies Act (the "Scheme").

The terms and conditions of the Acquisition were set out in the announcement on 28 September 2021 (the "Recommended Offer Announcement") and in the circular in relation to the Scheme published on 22 October 2021 (the "Scheme Document").

On 19 November 2021, Bidco confirmed that it had received irrevocable undertakings and letters of intent in respect of a total of 18,071,978 Blue Prism Shares representing approximately 18.6 per cent. of Blue Prism's issued ordinary share capital as at 17 November 2021 to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting.

Bidco has been notified that on 19 November 2021, Lead Edge Capital Management, LLC disposed of 566,339 Blue Prism Shares which were the subject of a letter of intent, representing approximately 0.6 per cent. of Blue Prism's issued ordinary share capital as at 17 November 2021. As a result, with effect from such disposal, Bidco has received letters of intent in respect of an aggregate of 5,440,140 Blue Prism Shares, representing approximately 5.6 per cent. of Blue Prism's issued ordinary share capital as at 17 November 2021.

Therefore, Bidco has received irrevocable undertakings and letters of intent in respect of a total of 17,505,639 Blue Prism Shares representing approximately 18.0 per cent. of Blue Prism's issued ordinary share capital as at 17 November 2021 to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting.

Notes

Part 5, Section 8 of the Scheme Document contains a summary of the irrevocable undertakings and letters of intent received by Bidco in relation to the Acquisition as at the time at which the Scheme Document was published and Appendix III of the Recommended Offer Announcement contains a summary of the irrevocable undertakings and letters of intent received by Bidco in relation to the Acquisition as at the time at which the Recommended Offer Announcement was made. Copies of the irrevocable undertakings and letters of intent referred to in this announcement are available at https://investors.blueprism.com. Capitalised terms used in this announcement shall have the meanings given to them in the Scheme Document.

This announcement is made under Rule 2.10 of the Takeover Code.

Enquiries

Important Notices

Goldman Sachs, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively for TIBCO and no one else in connection with the Acquisition and will not be responsible to anyone other than TIBCO for providing the protections afforded to clients of Goldman Sachs or for providing advice in connection with the matters referred to in this announcement. No representation or warranty, express or implied, is made by Goldman Sachs as to the contents of this announcement.

Nomura Securities International, is acting for TIBCO and no-one else in connection with the matters set out in this announcement and will not be responsible to anyone other than TIBCO for providing the protections afforded to clients of Nomura Securities International nor for providing advice in relation to the matters in this announcement. Neither Nomura Securities International nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Nomura Securities International in connection with this announcement, any statement contained herein or otherwise.

Further Information

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Blue Prism Shareholders are strongly advised to read the formal documentation in relation to the Acquisition. Each Blue Prism Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Acquisition.

This announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if the announcement had been prepared in accordance with the laws of jurisdictions outside of England.

The release, publication or distribution of this announcement in or into certain jurisdictions other than the UK may be restricted by law. Persons who are not resident in the UK or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. The availability of the Acquisition to Blue Prism Shareholders who are not resident in the UK (and, in particular, their ability to vote their Blue Prism 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 resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements 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.

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

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Acquisition is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the AIM Rules and the Financial Conduct Authority.

This announcement does not constitute a prospectus or prospectus equivalent document.

Further details in relation to Blue Prism Shareholders in overseas jurisdictions are contained in the Scheme Document.

Publication on Website and Availability of Hard Copies

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, free of charge on Blue Prism's website https://investors.blueprism.com. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.