Kalibrate Technologies : Unconditional Offer

Recommended Cash Offer
for
Kalibrate Technologies plc ("Kalibrate")
by
Canterbury Acquisition Limited ("Hanover Bidco")
(an investment vehicle ultimately wholly-owned by Hanover Active Equity Fund LP)

Offer declared unconditional in all respects, extension of the Offer, and changes to the Kalibrate Board

Introduction

On 13 June 2017, the Boards of Hanover Bidco and Kalibrate announced that they had reached agreement on the terms of a recommended cash offer to be made by Hanover Bidco for the entire issued and to be issued share capital of Kalibrate (the "Offer").

The full terms and conditions and the procedures for acceptance of the Offer are set out in full in the offer document published by Hanover Bidco on 21 June 2017 (the "Offer Document"). Terms and expressions used in this announcement shall, unless defined herein or unless the context otherwise requires, have the same meanings as given to them in the Offer Document, a copy of which is available on Hanover Bidco's website atwww.hanoverinvestors.comand Kalibrate's website atwww.kalibratetech-ir.com.

Level of acceptances

As at 1.00 pm (London time) on 12 July 2017, being the First Closing Date of the Offer, Hanover Bidco had received valid acceptances of the Offer in respect of 26,634,516 Kalibrate Shares (representing approximately 78.6 per cent. of the existing issued share capital of Kalibrate). In addition, as announced on 15 June 2017, the Hanover Bidco Group has acquired 3,561,495 Kalibrate Shares (representing approximately 10.5 per cent. of the existing issued share capital of Kalibrate).

Accordingly, on 12 July 2017, the Hanover Bidco Group had acquired or had received valid acceptances of the Offer in respect of, in aggregate, 30,196,011 Kalibrate Shares (representing approximately 89.1 per cent. of the existing issued share capital of Kalibrate).

The percentage holdings of Kalibrate Shares referred to in this announcement are based upon a figure of 33,881,474 Kalibrate Shares in issue.

Offer unconditional in all respects

Hanover Bidco is pleased to announce that the acceptance condition to the Offer has, therefore, been satisfied and the Offer has become unconditional as to acceptances. Hanover Bidco also confirms that all the remaining conditions to the Offer have now either been satisfied or waived. Accordingly, Hanover Bidco is pleased to announce that the Offer is declared unconditional in all respects.

Extension of Offer and actions to be taken

Hanover Bidco further announces that the Offer is being extended and will remain open for acceptance until further notice. At least 14 days' notice will be given if Hanover Bidco decides to close the Offer.

Kalibrate Shareholders who have not yet accepted the Offer are urged to do so as soon as possible:

1. If you hold Kalibrate Shares in certificated form (i.e. not in CREST) to accept the Offer you should complete, sign and return the Form of Acceptance which accompanied the Offer Document in accordance with paragraph 9(a) of the letter in Part II of the Offer Document and the instructions printed thereon.

2. If you hold Kalibrate Shares in uncertificated form (i.e. in CREST), to accept the Offer you should take (or procure the taking of) the action set out in paragraph 9(b) of the letter in Part II of the Offer Document. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction(s) to Euroclear.

The Offer Document and a specimen Form of Acceptance are available on Hanover Bidco's website atwww.hanoverinvestors.comand Kalibrate's website atwww.kalibratetech-ir.com. Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting Capita Asset Services on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Irrevocable undertakings

Prior to the announcement of the Offer, Hanover Bidco had obtained irrevocable undertakings to accept, or procure the acceptance of, the Offer from each of the Kalibrate Directors who hold Kalibrate Shares and from certain Kalibrate Shareholders who are interested in aggregate in 13,562,492 Kalibrate Shares (representing approximately 40.0 per cent. of the issued share capital of Kalibrate). In respect of the Kalibrate Shares which are the subject of those irrevocable undertakings, as at 1.00 pm (London time) on 12 July 2017, Hanover Bidco had received valid acceptances of the Offer of 13,562,492 Kalibrate Share (representing approximately 40.0 per cent. of the issued share capital of Kalibrate).

In addition, prior to the announcement of the Offer, Robert Stein granted an irrevocable undertaking to Hanover Bidco in relation to any Kalibrate Shares which he may acquire at a future date as a result of the exercise of existing share options he holds under the Kalibrate Share Schemes. As at the date of this announcement, Robert Stein has "in the money" options outstanding in respect of 2,309,044 unissued Kalibrate Shares under the Kalibrate Share Schemes.

Interests in Kalibrate Shares

As at 12 July 2017, Hanover Bidco and persons acting in concert with it had interests in or rights to subscribe for Kalibrate Shares as follows:

Save as disclosed in this announcement, as at 1.00 pm (London time) on 12 July 2017, neither Hanover Bidco, nor any person acting in concert with it, was interested in, or had any rights to subscribe for any relevant securities of Kalibrate, or had any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Kalibrate. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Kalibrate and any borrowing or lending of any relevant securities of Kalibrate which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of Kalibrate.

Cancellation of admission to trading of the Kalibrate Shares on AIM

As set out in the Offer Document, now that the Offer has been declared unconditional in all respects and Hanover Bidco has acquired more than 75 per cent. of the voting rights attaching to Kalibrate Shares, Hanover Bidco intends to procure that Kalibrate applies to the London Stock Exchange for the cancellation of the admission to trading of the Kalibrate Shares on AIM (the "Cancellation"). The Cancellation is expected to take effect on 11 August 2017, being 20 business days from the date of this announcement.

It is also anticipated that, following the Cancellation, Kalibrate will be re-registered as a private limited company under the relevant provisions of the Companies Act.

Kalibrate Shareholders are, therefore, encouraged to accept the Offer as the subsequent Cancellation and the re-registration of Kalibrate as a private limited company will significantly reduce the liquidity and marketability of any Kalibrate Shares not already accepted to the Offer.

Compulsory acquisition

If Hanover Bidco receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Kalibrate Shares to which the Offer relates, Hanover Bidco intends to exercise its rights pursuant to the provisions of sections 974-991 of the Companies Act to acquire compulsorily the remaining Kalibrate Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

Board changes

As a result of the Offer being declared wholly unconditional, Philip Lawler, Richard Grogan, Neville Davis and Nick Habgood have resigned from their positions as non-executive directors of Kalibrate with effect from the date of this announcement. Matthew Peacock, Tom Russell and Jog Dhody have joined the Kalibrate Board as non-executive directors with immediate effect.

Settlement

Settlement for those Kalibrate Shareholders who have validly accepted the Offer by 12 July 2017 will be effected promptly in accordance with applicable English law and regulation and, in any event, on or before 26 July 2017.

Settlement for valid acceptances in respect of the Offer received after 12 July 2017 will be effected promptly after receipt of that acceptance in accordance with applicable English law and regulation and, in any event, within 14 days of receipt of that acceptance.

This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Kalibrate in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or equivalent document.
Any acceptance or other response to the Offer should only be made on the basis of the information contained in the Offer Document and the Form of Acceptance. Kalibrate Shareholders who have not yet accepted the Offer are advised to read the formal documentation in relation to the Offer carefully.

Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Hanover Bidco and no-one else in connection with the Offer and will not be responsible to anyone other than Hanover Bidco for providing the protections afforded to clients of Liberum, nor for providing advice in relation to the Offer or any matters referred to in this announcement.

Overseas jurisdictions

The availability of the Offer in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law. Therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Kalibrate Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement has been prepared for the purposes of complying with English law 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 the United Kingdom.

US shareholders

The Offer is for the securities of a corporation organised under the laws of England and Wales and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States. The Offer is being made in the United States pursuant to the applicable provisions of Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934 (the "Exchange Act"), and otherwise in accordance with the requirements of the Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of this announcement. It may be difficult for US holders of Kalibrate Shares to enforce their rights under any claim arising out of the US federal securities laws, since Hanover Bidco and Kalibrate are located outside of the United States, and some of their officers and directors may be resident outside of the United States.

The receipt of cash pursuant to the Offer by a US holder of Kalibrate Shares 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 US shareholder of Kalibrate is urged to consult with his, her or its independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such holder's acceptance of the Offer.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice and Rule 14e-5 under the Exchange Act, Hanover Bidco or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Kalibrate Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK laws and regulations, including the Code, the AIM Rules, and Rule 14e-5 under the Exchange Act to the extent applicable. Any information about any such purchases will be disclosed in accordance with applicable UK laws and regulations, on the Regulatory News Service on the London Stock Exchange website,www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, this information will also be publicly disclosed in the United States.

Publication of this announcement

A copy of this announcement will be available subject to certain restrictions relating to persons resident in Restricted Jurisdictions onwww.hanoverinvestors.comandwww.kalibratetech-ir.comby no later than 12 noon on the business day following the date of this announcement.

The contents of Hanover Investors' website and Kalibrate's website are not incorporated into and do not form part of this announcement.