Recommended All-Share Merger with Crimson Tide

Companies

Crimson Tide (TIDE)
Checkit (CKT)

UK 100

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All directors dealings today

Checkit plc		+44 (0) 1223 643313
www.Checkit.net
Kit Kyte (Chief Executive Officer)
Kris Shaw (Chief Financial and Operations Officer)

Singer Capital Markets (Financial Adviser, Nominated Adviser & Broker to Checkit)		+44 (0) 20 7496 3000
Shaun Dobson / Peter Steel / James Fischer

Yellowstone Advisory (Investor Relations)		+44 (0) 203 951 8907
Alex Schlich		alex@yellowstoneadvisory.com

Crimson Tide plc		+44 1892 542444
www.Crimson Tide.com
Jacqueline Daniell (Chair) Phil Meyers (Chief Executive Officer)
Peter Hurter (Chief Financial Officer)

Cavendish Capital Markets (Financial Adviser, Nominated Adviser, Rule 3 Adviser and Corporate Broker to Crimson Tide)		+44 (0) 20 7220 0500
Julian Blunt / Henrik Persson / Dan Hodkinson - Corporate Finance
Andrew Burdis / Harriet Ward - Corporate Broking
Alma PR (Financial PR)		+44 (0) 7780 901979
Josh Royston

Name of Crimson Tide Director	Number of Crimson Tide Shares	Percentage of issued ordinary share capital of Crimson Tide as at the Latest Practicable Date
Jacqueline Daniell	16,722	0.25
Philip Meyers	-	-
Luke Jeffrey	73,251	1.11
Pieter Hurter	885	0.01
Janet Morris	-	-
James Joyce	-	-

Name of Crimson Tide Shareholder	Number of Crimson Tide Shares	Percentage of issued ordinary share capital of Crimson Tide as at the Latest Practicable Date
William Currie Investments Limited	347,666	5.29

Name of Crimson Tide Shareholder	Number of Crimson Tide Shares	Percentage of issued share capital of Crimson Tide as at the Latest Practicable Date
Canaccord Genuity Asset Management Limited	720,000	10.95
Herald Investment Management Limited	323,333	4.92
Octopus Investments	315,000	4.79

Admission	admission of the New Checkit Shares to trading on AIM
AIM	the AIM Market operated by the London Stock Exchange
AIM Rules	the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time)
Announcement	this Announcement of which the Appendices form part
Appendices	the appendices to this Announcement
Authorisations	authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, provisions, permissions and approvals;
Blocking Law	Council Regulation EC No 2271/1996 of 22 November 1996 ("Blocking Regulation") or any law or regulation implementing the Blocking Regulation in any member state of the European Union or the United Kingdom
Board	board of directors
Business Day	a day (excluding Saturdays, Sundays and public holidays) on which banks are open for business in the City of London and Jersey
Cavendish	Cavendish Capital Markets Limited
Checkit	Checkit plc
Checkit Circular	the circular relating to the Checkit Resolution and convening the Checkit General Meeting to be published and sent by Checkit to the Checkit Shareholders
Checkit Directors	the directors of Checkit at the time of this announcement
Checkit Form of Proxy	the form of proxy which will accompany the Checkit Circular
Checkit General Meeting	the general meeting of Checkit to be convened in connection with the Merger, notice of which will be set out in the Checkit Circular, including any adjournment thereof
Checkit Group	Checkit and its subsidiaries as at the date of this Announcement
Checkit Resolution	the resolution to be proposed at the Checkit General Meeting to authorise the allotment of the New Checkit Shares
Checkit Shareholders	the holders of Checkit Shares
Checkit Shares	the allotted and issued ordinary shares of 5 pence each in the capital of Checkit
Closing Price	the closing middle market quotation of a share derived from the AIM Appendix to the Daily Official List of the London Stock Exchange
Code or Takeover Code	the City Code on Takeovers and Offers
Combined Group	the Checkit Group as enlarged by the acquisition of the Crimson Tide Group following Completion
Companies Act	the UK Companies Act 2006, as amended from time to time
Completion	the date on which the Merger becomes Effective
Conditions	the conditions to the Merger set out in ‎Appendix I of this Announcement, and Condition means any one of them
Court	the High Court of Justice in England and Wales;
Court Hearing	the hearing by the Court of the application to sanction the Scheme;
Court Order	the order of the Court sanctioning the Scheme under section 899 of the Companies Act;
CREST	the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & International Limited which facilitates the transfer of title to shares in uncertificated form
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended
Crimson Tide	Crimson Tide plc
Crimson Tide Court Meeting	the meeting of the Crimson Tide Scheme Shareholders to be convened by order of the Court pursuant to section 896 of the Companies Act, for the purpose of approving the Scheme, including any adjournment of it, notice of which shall be contained in the Scheme Document
Crimson Tide Directors	the directors of Crimson Tide at the time of this announcement
Crimson Tide Forms of Proxy	the forms of proxy for voting at the Crimson Tide Shareholder Meetings which will accompany the Scheme Document;
Crimson Tide General Meeting	the general meeting of Crimson Tide to be convened in connection with the Scheme, including any adjournment of it, and expected to be held immediately following the Crimson Tide Court Meeting and notice of which shall be contained in the Scheme Document
Crimson Tide Group	Crimson Tide and its subsidiaries as at the date of this Announcement
Crimson Tide Resolution	the special resolution to be proposed at the Crimson Tide General Meeting authorising the Crimson Tide Directors to take all required action in relation to the Scheme and amending Crimson Tide's articles of association and such other matters as may be necessary to implement the Scheme
Crimson Tide Scheme Shareholders	the holders of Crimson Tide Scheme Shares from time to time
Crimson Tide Scheme Shares	the Crimson Tide Shares: (a) in issue at the date of the Scheme Document; (b) (if any) issued after the date of the Scheme Document and before the Voting Record Time; and (c) (if any) issued at or after the Voting Record Time but at or before the Scheme Record Time, either on terms that the original or any subsequent holders of such shares are to be bound by the Scheme or in respect of which their holders are, or shall by such time have agreed in writing to be, bound by the Scheme, and, in each case, remaining in issue at the Scheme Record Time but excluding any Crimson Tide Scheme Shares held as treasury shares at any relevant date or time and any Crimson Tide Scheme Shares registered in the name of, or beneficially owned by, Checkit or its nominees or any other member of the Checkit Group at any relevant date or time
Crimson Tide Shareholder Meetings	together, the Crimson Tide Court Meeting and the Crimson Tide General Meeting
Crimson Tide Shareholders	the holders of Crimson Tide Shares
Crimson Tide Shares	the allotted and issued ordinary shares of 10 pence each in the capital of Crimson Tide
Crimson Tide Share Scheme	Crimson Tide's Enterprise Management Incentive share option scheme
Daily Official List	the Daily Official List published by the London Stock Exchange
Dealing Disclosure	an announcement pursuant to Rule 8 of the Takeover Code containing details of dealings in the relevant securities of a party to an offer
Disclosed	the information fairly disclosed by or on behalf of Crimson Tide: (i) in the annual report and accounts of Crimson Tide for the financial year ended 31 December 2023 and the interim results for the period 30 June 2024; (ii) in any other public announcement made by Crimson Tide on a Regulatory Information Service before the date of the Announcement; (iii) in this Announcement; (iv) in the information made available to Checkit in the data room established by Crimson Tide (or Crimson Tide's advisers) for the purposes of the Merger on or before 6.30 p.m. on 10 February 2025; or (v) as otherwise fairly disclosed by or on behalf of Crimson Tide to Checkit (or its officers, employees, agents or advisers) before the date of this Announcement
Disclosure Guidance and Transparency Rules	the disclosure rules and transparency rules made by the FCA pursuant to section 73A of FSMA
Effective	in the context of the Merger: (i) if the Merger is implemented by way of a Scheme of Arrangement, the Scheme having become effective in accordance with its terms; or (ii) if the Merger is implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the Merger having been declared or become unconditional in accordance with the requirements of the Code
Effective Date	the date on which the Merger becomes or is declared Effective
EMI Scheme	Crimson Tide's Enterprise Management Incentive Scheme
Exchange Ratio	6 new Checkit Shares for every 1 Crimson Tide Share and, where the terms of the Merger allow, any subsequent adjustment thereof
FCA	the Financial Conduct Authority or its successor from time to time
FSMA	the Financial Services and Markets Act 2000 (as amended from time to time)
"FY24 Crimson Tide Profit Estimate"	the profit estimate included within Crimson Tide's interim results announcement released on 26 September 2024 in respect of the six months to 30 June 2024, as set out in Appendix IV to this Announcement
Irrevocable Undertakings	the irrevocable undertakings obtained by Checkit as detailed in Appendix III;
Last Accounts Date	17 April 2024, being the date to which the last audited financial statements of Crimson Tide were published
Latest Practicable Date	10 February 2025, being the latest practicable date before the date of this Announcement
London Stock Exchange	London Stock Exchange plc or its successor from time to time
Long Stop Date	11.59 p.m. on 30 June 2025 or such later date (if any) as may be agreed in writing by Checkit and Crimson Tide (with the Panel's consent and as the Court may approve (if such approval(s) are required))
Market Abuse Regulation	the Market Abuse Regulation (EU) (No 596/2014) incorporated into UK law by virtue of the European Union (Withdrawal) Act 2018 as amended by virtue of the Market Abuse (Amendment)(EU Exit) Regulations 2019)
Merger	the proposed acquisition by Checkit of the entire issued and to be issued ordinary share capital of Crimson Tide (other than any Crimson Tide Shares already held by the Checkit Group) to be implemented by way of the Scheme as described in this Announcement or (should Checkit so elect, subject to the consent of the Panel (where necessary)) by way of a Takeover Offer
Neville Registrars	Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD, the registrars to Crimson Tide
New Checkit Shares	the new Checkit Shares proposed to be issued credited as fully paid to the Crimson Tide Scheme Shareholders pursuant to the Scheme (and any other Crimson Tide Shareholders whose Crimson Tide Shares are issued after the Scheme becomes Effective)
Offer Period	the period commencing on the date of this Announcement and ending on (i) the earlier of the date on which the Scheme becomes Effective and/or the date on which the Scheme lapses or is withdrawn (or such other date as the Panel may decide) or (ii) the earlier of the date on which the Takeover Offer has become or has been declared unconditional as to acceptances and/or the date on which the Takeover Offer lapses or is withdrawn (or such other date as the Panel may decide), in each case other than where such lapsing or withdrawal is a result of Checkit exercising its right to implement the Merger by way of a Takeover Offer
Opening Position Disclosure	an announcement containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the Merger if the person concerned has such a position, as defined in Rule 8 of the Takeover Code
Overseas Shareholders	Crimson Tide Shareholders who have a registered address in, or are citizens, residents or nationals of, a jurisdiction outside the UK
Panel or Takeover Panel	the Panel on Takeovers and Offers
Possible Offer Announcement	the announcement on 4 June 2024 of a possible offer by Checkit for Crimson Tide
Registrar of Companies	the Registrar of Companies in England and Wales
Regulatory Information Service	the regulatory information service as defined in the handbook of rules and guidance made by the FCA
Restricted Jurisdiction	any jurisdiction where the release, publication or distribution in whole or in part, in, into or from or where the extension of the Merger would constitute a violation of the relevant laws of the jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which Checkit regards as unduly onerous, in particular the United States of America, Canada, Japan or Australia
Restricted Overseas Shareholder	any Crimson Tide Shareholder not resident in, or nationals or citizens of the United Kingdom who have not prior to the Effective Date been able to satisfy Checkit in its absolute discretion that receipt of New Checkit Shares pursuant to the Merger is exempt from or not subject to the registration or other legal or regulatory requirements or restrictions of the relevant jurisdiction
Scheme or Scheme of Arrangement	the proposed scheme of arrangement under Part 26 of the Companies Act between Crimson Tide and the Crimson Tide Scheme Shareholders the terms of which are to be set out in the Scheme Document
Scheme Document	the document to be dispatched to (among others) Crimson Tide Shareholders including, among other things, the Scheme and the notices convening the Crimson Tide Court Meeting and the Crimson Tide General Meeting
Scheme Record Time	the time and date to be specified in the Scheme Document by reference to which the entitlements of Crimson Tide Shareholders under the Scheme will be determined, expected to be 6.00 p.m. on the Business Day before the Scheme becomes Effective
Significant Interest	in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of: (i) the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking or (ii) the relevant partnership interest;
Singer Capital Markets	Singer Capital Markets Advisory LLP, financial adviser to Checkit
Takeover Offer	should the Merger be implemented by way of a takeover offer as defined in section 974 of the Companies Act, the takeover offer to be made by or on behalf of Checkit to acquire the entire issued and to be issued ordinary share capital of Crimson Tide and, where the context requires, any subsequent revision, variation, extension or renewal of such takeover offer
Third Party	any government, government department or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body or association, institution or agency (including, without limitation, any trade agency) or authority (including, without limitation, any anti-trust or merger control authority), any court or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction;
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland
US Person	a US person as defined in Regulation S under the United States Securities Act of 1933, as amended
US Securities Act	the United States Securities Act of 1993
Voting Record Time	the time and date specified in the Scheme Document by reference to which entitlement to vote at the Crimson Tide Court Meeting will be determined, expected to be 6.00 p.m. on the day two days prior to the Crimson Tide Court Meeting or any adjournment of it (as the case may be)
Wider Checkit Group	Checkit and its subsidiary undertakings and associated undertakings and any other body corporate partnership, joint venture or person in which Checkit and all such undertakings (aggregating their interests) have a Significant Interest (other than any member of the Wider Crimson Tide Group)
Wider Crimson Tide Group	Crimson Tide and its subsidiaries, subsidiary undertakings, associated undertakings and any other body corporate, partnership, joint venture or person in which Crimson Tide and all such undertakings (aggregating their interests) have a Significant Interest.