Crimsonwing l c : Commencement of squeeze-out process

Lignum House, Aldo Moro Road, Marsa, MRS 9065, Malta

T: +356 2124 2121 | F: +356 2593 3998 | E: plc@crimsonwing.com

www.crimsonwing.com

Date of Announcement 4 February 2015

Reference 78/2015

The following is a Company Announcement by Crimsonwing p.l.c. ("Crimsonwing" or the "Company")

issued in terms of Chapter 11 of the Malta Financial Services Authority Listing Rules:

Quote

Further to announcement 75/2015 issued by the Company on 30 January 2015 the Company announces that 29,506,296 shares in the Company amounting to approximately 97.7% of the entire issued share capital of the Company have been transferred to KPMG Investments Malta Limited (the "Offeror").

The Offeror has communicated to the Company that it is commencing the process provided for in Listing Rule 11.42, save in respect of any shares where it is currently precluded from doing so by legal process. The said Listing Rule grants the Offeror the right to require all the holders of the remaining shares in Crimsonwing to sell their shares to the Offeror.

For the purposes of Listing Rule 11.43, the Offeror has obtained a report prepared by Deloitte Services Limited, who were appointed by the Offeror as independent experts, determining the offer price of EUR 0.8327 per share to be the fair price for the remaining shares. A copy of the report is appended to this Company Announcement and is also available for public viewing on Crimsonwing's website at www.crimsonwing.com.

The Company has been informed by the Offeror that Rizzo, Farrugia & Co. (Stockbrokers) Ltd, in their capacity as the Managers, Registrars and Collecting and Paying Agents of the Offeror's bid, have been instructed to complete the transfer of all the remaining shares which the Offeror is not currently precluded from acquiring and to process the applicable payments by no later than close of business on 6 February 2015.

The Offeror has informed the Company that it is reserving the right to squeeze-out the remaining shares at subsequent stages.

Unquote

By order of the Board.

Dr. Malcolm Falzon

Company Secretary

Crimsonwing PLC | Registered in Malta: C42234

Deloitte SeiVices Limited

Deloitte Piace Mriehel Bypass Mriehel BKR 3000

Malta

Company Reg No: C 51320

Tel: +356 2343 2000, 2134 5000

Fax: +356 2131 8196, 2134 4443 info@deloitte.com.mt www.deloitte.com/mt

The Directors

KPMG lnvestments Malta Ltd

Portico Building, Marina Street, Pieta' PTA 9044

Malta

Company Reg No: C51320

VAT Reg No: MT2013 6212

Exemption number: EX02156

3 February 2015

KPMG lnvestments Malta Ltd ("the Offeror") issued a voluntary public take-over bid ("the Bid") in respect of ali the issued shares (the "Shares") in Crimsonwing p.l.c.("the Company'') at a cash price of

€0.8327 per share ("the Offer Price") on 28 November 2014.

We understand that the Offeror has acquired or has firmly contracted to acquire shares representing

97.7% of the issued Shares carrying voting rights of the Company and 97.7% of the voting rights comprised in the Bid. We further understand that the Offeror intends to exercise its rights under Listing Rule 11.42 to require ali the holders of the remaining Shares to sell those Shares to the Offeror at a fair price.

You have requested us, as the appointed independent expert, to report to you, as the Offeror, in accordance with Listing Rule 11.43.

Listing Rule 11.43 states that in arder to establish a fair price, the Offeror must appoint an independent expert to draw up a report determining the price considered to be a fair and reasonable value of those Shares (the "Fair Price"), which price must however be equivalent to or higher than the equitable price (the "Equitable Price").

This report is being given in terms of rule 11.43 of the Listing Rules issued by the Listing Authority of the Malta Financial Services Authority and far no other purpose whatsoever.

Save far any responsibility which we may have to those persons to whom this report is expressly addressed, to the fullest extent permitted by law, we do not accept any liability to any other person far any loss suffered by any such person as a result of, arising aut of, or in connection with our report, required by and given solely far the purposes of complying with Listing Rule 11.43.

The criteria far determining the Fair Price by the independent expert are not outlined in the Listing Rules. However, Listing Rule 11.1 provides that the objective of Chapter 11 is: "to implement the provisions of Directive 2004/25/EC on takeover bids (the "Directive") and that in the event that any of the Listing Rules are in conflict with the provisions of the Directive, the Directive shall prevail."

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member finms. each alwhich is a legally separate and independent eritity. Please see www.deloitte.com/about far a detailed description of the legai structure of Deloitte Touche Tohmatsu Limited and its member finms.

Deloitte Malta refers to a civil partnership, constituted between limited liability companies. and its affiliated operating entities; Deloitte Services Limited and Deloitte Audit Limited. The latter is authorised to previde audit services in Malta in tenms of the Accountancy Profession Act. A list of the corporale partners, as well as the principals authorised to sign reports on behalf of the finm, is available at www.deloitte.com/mtlabout.

In view of this provJsJon, and after appropriate consultation, we concluded that the criteria for determining the Fair Price are to be interpreted in accordance with the provisions of the Directive, which under Article 15(5) provides that, in relation to squeeze-out rights, following a voluntary bid, the consideration offered in the bid shall be presumed to be fair where, through acceptance of the bid, the offeror has acquired securities representing not less than 90% of the capitai carrying voting rights . comprised in the bid. Accordingly, in view of the fact that the Offeror has acquired or has firmly contracted to acquire Shares representing 97.7% of the capitai carrying voting rights comprised in the bid, the Offer Price shall be presumed to be the Fair Price.
The criteria for determining the Equitable Price are set out in Listing Rule 11.39 as follows:
11.39.1 The price offered for the security should not be below the weighted average price of the security or the security transactions made on a Regulated Market during the previous six (6) months;
11.39.2 The price offered for the security should not be below the highest price paid for the security by the Offeror or persons Acting In Concert with the Offeror during the previous six (6) months;
11.39.3 The price offered for the security should not be below the weighted average price paid for the security by the Offeror or persons Acting In Concert with the Offeror during the previous six (6) months;
11.39.4. The price of the security should not be lower than ten percent (10%) below the weighted average price of the security within the previous ten trading days.
Our interpretation, of Listing Rule 11.39, following appropriate consultation, is that the Equitable Price must be determined with reference to the date of the launch of the Bid. Since the official Bid was made on 28 November 2014, the six-month period and the ten trading day period referred to in Listing Rule 11.39 relate to the period ending on the 28 November 2014. Accordingly, for the purposes of this report, we have calculated the Equitable Price on this basis.

Respective responsibilities of the directors and of Deloitte Services limited

lt is the responsibility of the directors of the Offeror to establish a fair price at which to require ali the holders of the remaining Shares to sell those Shares to the Offeror.
Our responsibility is to report to the Offeror on the price that we determine to be a fair and reasonable value of those Shares and whether such price is equivalent to or higher than the Equitable Price in accordance with the applicable criteria set out above.

Work performed

We conducted our engagement in accordance with lnternational Standards on Assurance Engagements 3000 - Assurance Engagements other than Audits or reviews of Historical financial lnformation issued by the lnternational Assurance Standards Board ("ISAE 3000").
Our procedures comprised the following:

• We noted the Offer Price of €0.8327 in the publicly available Offer Document issued by the Offeror on 28 November 2014;

• We obtained direct confirmation from the appointed registrar that the Offer has been accepted in

respect of 97.7% of the issued Shares carrying voting rights of the Company and 97.7% of the voting rights comprised in the Bid;

• We ensured that the Offer Price is not below the weighted average price of the Shares of the Company for the six months from 29th May 2014 to 28th November 2014 by comparing it to publicly available information from the Malta Stock Exchange;

• We ensured that the Offer Price is not lower than ten percent below the weighted average price of the Shares of the Company for the ten trading days from 1th November 2014 to

28th November 2014 by comparing it to publicly available information from the Malta Stock

Exchange;

• We obtained a confirmation from the Offeror that neither the Offeror nor persons acting in concert with the Offeror have acquired any Shares in the Company during the six months from

29th May 2014 to 28th November 2014. To the extent practicable, we corroborated this

confirmation by reviewing publicly available documents relating to transactions in Shares of the

Company during the six months from 29th May 2014 to 28th November 2014.

Conclusion

In our opinion, based on the procedures performed and the evidence obtained, and in accordance with the applicable criteria set out above, the price of €0.8327 per share is a fair and reasonable value of those Shares and is higher than the Equitable Price.

David Bonett

Principal

Deloitte Services Limited

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