Amendment to General Meeting proxy form
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 THAT JURISDICTION.
FOR IMMEDIATE RELEASE
14 May 2025
DE LA RUE PLC
AMENDMENT TO GENERAL MEETING PROXY FORM
On 15 April 2025, the boards of directors of ACR Bidco Limited ("Bidco") and De La Rue plc ("De La Rue") announced that they had reached agreement on the terms and conditions of a recommended all cash acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of De La Rue (the "Acquisition").
On 9 May 2025, the De La Rue Directors announced that a circular relating to the Acquisition (the "Scheme Document") setting out, among other things, a letter from the Chairman of De La Rue, the full terms and conditions of the Scheme, an explanatory statement pursuant to Part VIII of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the action to be taken by De La Rue Shareholders and Scheme Shareholders, had been published on the De La Rue website at https://www.delarue.com/offer-microsite-disclaimer. Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting and the General Meeting (or, depending on De La Rue Shareholders' communication preferences, an email giving details of the website where the Scheme Document and Forms of Proxy may be accessed) were also sent to De La Rue Shareholders, where applicable, on 9 May 2025.
Amended WHITE form of proxy
Following publication of the Scheme Document, an error has been identified in the WHITE form of proxy that was sent to Shareholders in relation to the General Meeting.
An amended WHITE form of proxy marked with a red flash has been prepared for use by De La Rue Shareholders in relation to the General Meeting and has been published on the De La Rue Website at https://www.delarue.com/offer-microsite-disclaimer. Hard copies of the amended WHITE form of proxy marked with the red flash (or, depending on De La Rue Shareholders' communication preferences, an email giving details of the website where the amended WHITE form of proxy marked with a red flash may be accessed) are also being sent to De La Rue Shareholders, where applicable.
In relation to the General Meeting, De La Rue Shareholders are requested to disregard the WHITE form of proxy originally received with the Scheme Document and instead use the amended WHITE form of proxy marked with a red flash which is being sent to them or otherwise is available on the De La Rue website at https://www.delarue.com/offer-microsite-disclaimer.
The expected timetable for implementation of the Acquisition (including the date of the Court Meeting and the General Meeting and the date by which Forms of Proxy must be lodged) is unchanged and remains as set out in the Scheme Document and the announcement made on 9 May 2025.
There are no changes to the PINK form of proxy for use in relation to the Court Meeting that was originally received with the Scheme Document. Shareholders should complete and return the PINK form of proxy in accordance with the instructions set out in the Scheme Document.
De La Rue Shareholders who have any questions in relation to the Shareholder Meetings and/or completion of the Forms of Proxy (including the amended WHITE form of proxy marked with a red flash) should contact Computershare by telephoning the helpline, details of which are provided in the Scheme Document.
Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meaning as set out in the Scheme Document.
Enquiries
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De La Rue plc |
+44 (0)7990 337707/ |
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Jon Messent, General Counsel and Company Secretary |
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Louise Rich, Head of Investor Relations |
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Publication on website
In accordance with Rule 26.1 of the Code, a copy of this Announcement (together with the amended WHITE form of proxy relating to the General Meeting) will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on De La Rue's website at https://www.delarue.com/offer-microsite-disclaimer and on Bidco's website at https://www.atlasholdingsllc.com/uk/atlas-offer.html by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.
Requesting hard copies
In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting De La Rue's registrar, Computershare Investor Services PLC on +44 (0)370 703 6375. 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 a.m. to 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Computershare Investor Services PLC cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.
Independent advice
If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
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