Recommended Cash Offer

Name	Number of Instem Shares	Per cent. of Instem Shares in issue
Phil Reason	770,714	3.37%
DG 2008 Discretionary Settlement Trust (of which David Gare and Norma Gare are Trustees)	538,427	2.35%
Nigel Goldsmith	10,000	0.04%
Deborah Walker	394,219	1.72%
Michael Gare	394,219	1.72%
Total	2,107,579	9.20%

Companies

Instem (INS)

UK 100

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Acquisition	the recommended offer to be made by Bidco to acquire the entire issued and to be issued share capital of Instem to be effected by means of the Scheme (or, if Bidco so elects and subject to the Takeover Panel's consent, a Takeover Offer) on the terms and subject to the conditions set out in the Scheme Document;
Acquisition Price	833 pence per Scheme Share;
AIM	AIM, a market operated by the London Stock Exchange;
AIM Rules	the rules of AIM as set out in the "AIM Rules for Companies" issued by the London Stock Exchange from time to time relating to AIM traded securities and the operation of AIM;
Announcement	this announcement of the Acquisition made in accordance with Rule 2.7 of the Code;
ARCHIMED	ARCHIMED SAS, a simplified joint stock company incorporated and registered in France and entered in the Lyon trade and companies register under number 795 309 525 and whose registered office is located at Silex, 9 rue des Cuirassiers, 69003 Lyon, France;
Authorisations	authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions, determinations, exemptions or approvals;
Bidco	Ichor Management Limited, a company incorporated in England and Wales with company number 15079249;
Business Day	a day, other than a Saturday, Sunday, public holiday or bank holiday, on which banks are generally open for normal business in the City of London;
Clean Team Agreement	means the clean team agreement between Bidco and Instem dated 24 August 2023;
Closing Price	the closing middle market quotation for a Instem Share as derived from the Daily Official List on that day;
Code	the City Code on Takeovers and Mergers;
Companies Act	the UK Companies Act 2006, as amended;
Conditions	the conditions to the implementation of the Scheme and the Acquisition, which are set out in Appendix I to this Announcement and to be set out in the Scheme Document;
Confidentiality Agreement	the confidentiality agreement entered into by ARCHIMED and Instem on 7 June 2023;
Co-operation Agreement	the co-operation agreement entered into by Bidco and Instem on or around the date of this Announcement;
Court	the High Court of Justice, Chancery Division (Companies Court) in England and Wales;
Court Meeting	the meeting (or any adjournment, postponement or reconvention thereof) of the Scheme Shareholders (or the relevant class or classes thereof) to be convened by order of the Court pursuant to section 896 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without modification);
Court Order	the order of the Court sanctioning the Scheme;
CREST	the relevant system (as defined in the Regulations) in respect of which Euroclear UK & International Limited is the Operator (as defined in the Regulations);
Daily Official List	the Daily Official List of the London Stock Exchange;
Dealing Disclosure	has the same meaning as in Rule 8 of the Code;
Disclosed	(i) matters fairly disclosed in the information made available to Bidco (or Bidco's advisers) in the data room established by Instem for the purposes of the Acquisition; (ii) information fairly disclosed in writing by or on behalf of Instem to Bidco prior to the date of this Announcement in relation to the Acquisition; (iii) information included in the annual report and accounts of the Instem Group for the financial year ended 31 December 2022; (iv) information included in the annual report and accounts of the Instem Group for the financial year ended 31 December 2021; (v) information disclosed in a public announcement to a RIS made by Instem prior to the date of this Announcement; or (vi) disclosed in this Announcement;
Disclosure Table	the disclosure table on the Takeover Panel's website at www.thetakeoverpanel.org.uk;
Effective	in the context of the Acquisition: (a) if the Acquisition is implemented by way of a Scheme, the Scheme having become effective in accordance with its terms, upon the delivery of the Court Order to the Registrar of Companies; or (b) if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer having been declared or become unconditional in all respects in accordance with the requirements of the Code;
Effective Date	the date upon which: (a) the Scheme becomes Effective; or (b) if Bidco elects and the Takeover Panel consents to implement the Acquisition by way of a Takeover Offer, the Takeover Offer becomes Effective;
Excluded Shares	(a) any Instem Shares legally or beneficially held by Bidco or any member of the Wider Bidco Group; or (b) any Treasury Shares;
FCA	the UK Financial Conduct Authority or its successor from time to time, acting in its capacity as the competent authority for the purposes of Part VI of FSMA;
Forms of Proxy	the forms of proxy for use at the Court Meeting and the General Meeting respectively, which will accompany the Scheme Document;
FSMA	the Financial Services and Markets Act 2000, as amended from time to time;
General Meeting	the general meeting (or any adjournment, postponement or reconvention thereof) of Instem Shareholders to be convened in connection with the Scheme;
Governmental Entity	any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, arbitrator or arbitrator panel, regulatory or administrative agency or commission, or other authority thereof, or any regulatory or quasi-regulatory organisation or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority;
Instem	Instem plc, a company incorporated in England and Wales with company number 07148099;
Instem Board	the board of directors of Instem from time to time;
Instem Directors	the directors of Instem from time to time;
Instem Group	Instem and its subsidiaries and subsidiary undertakings;
Instem Share Plans	the Instem plc Long Term Incentive Plan and the Instem plc 2018 Long Term Incentive Plan;
Instem Shareholders	the holders of Instem Shares;
Instem Shares	ordinary shares of £0.10 each in the capital of Instem and each a "Instem Share";
ISIN	International Securities Identification Number;
London Stock Exchange	London Stock Exchange Plc, a company incorporated in England and Wales with company number 02075721;
Long Stop Date	29 February 2024 or such later date (if any) as Bidco and Instem may, with the consent of the Takeover Panel, agree and (if required) the Court may allow;
Moelis	Moelis & Company UK LLP, a limited liability partnership registered in England and Wales with registration number OC340005;
NSIA Condition	the Condition set out at paragraph 3(a) of Part A of Appendix I;
Offer Document	should the Acquisition be implemented by way of a Takeover Offer, the document which would be sent to Instem Shareholders containing, amongst other things, the terms and conditions of the Takeover Offer;
Offer Period	the period which commenced on the date of this Announcement and ending on the date on which the Acquisition becomes Effective, lapses or is withdrawn (or such other date as the Takeover Panel may decide);
Opening Position Disclosure	has the same meaning as in Rule 8 of the Code;
Registrar of Companies	Registrar of Companies of England and Wales;
Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755);
Resolution	the resolution to be proposed by Instem at the General Meeting in connection with the Acquisition;
Restricted Jurisdiction	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available in that jurisdiction;
RIS	a service approved by the London Stock Exchange for the distribution to the public of announcements and included within the list maintained on the London Stock Exchange's website;
Rothschild & Co	N. M. Rothschild & Sons Limited, a company incorporated in England and Wales with company number 00925279;
Sanction Hearing	the hearing by the Court to sanction the Scheme and, if such hearing is adjourned, references to the commencement of any such hearing shall mean the commencement of the final adjournment thereof;
Scheme	the proposed scheme of arrangement under Part 26 of the Companies Act to effect the Acquisition between Instem and the Scheme Shareholders (the full terms of which will be set out in the Scheme Document), with or subject to any modification, addition or condition which Bidco and Instem may agree, and, if required, the Court may approve or impose;
Scheme Document	the document to be despatched to (amongst others) Instem Shareholders containing, amongst other things, the terms and conditions of the Scheme, the notices convening the Court Meeting and the General Meeting;
Scheme Record Time	the time and date to be specified in the Scheme Document, expected to be 6:00 p.m. on the Business Day immediately prior to the Effective Date;
Scheme Shareholders	holders of Scheme Shares;
Scheme Shares	the Instem Shares:
	(i) in issue at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document and prior to the Voting Record Time; and
	(iii) (if any) issued at or after the Voting Record Time but at or before the Scheme Record Time in respect of which the original or any subsequent holder thereof is bound by the Scheme or shall by such time have agreed in writing to be bound by the Scheme;
	in each case other than any Excluded Shares;
Singer Capital Markets	Singer Capital Markets Advisory LLP, a limited liability partnership incorporated in England and Wales with registered number OC364131;
Substantial Interest	in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking;
Takeover Offer	should the Acquisition be implemented by way of a takeover offer as defined in section 974 of the Companies Act 2006, the offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued ordinary share capital of Instem and, where the context requires, any subsequent revision, variation, extension or renewal of such offer;
Takeover Panel	the UK Panel on Takeovers and Mergers;
Third Party	each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, professional or investigative body or authority (including any antitrust or merger control authority), court, trade agency, professional association, institution, works council, employee representative body or any other similar body or person whatsoever in any jurisdiction;
Treasury Shares	any Instem Shares which are held by Instem as treasury shares (within the meaning of the Companies Act);
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland;
United States or US	the United States of America, its territories and possessions, all areas subject to its jurisdiction or any subdivision thereof, any state of the United States of America and the District of Columbia;
US Exchange Act	the United States Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder;
Volume Weighted Average Price	the volume weighted average of the per share trading prices of Instem Shares on the London Stock Exchange as reported through Bloomberg;
Voting Record Time	the date and time specified in the Scheme Document by reference to which entitlements to vote on the Scheme will be determined, expected to be 6.00 p.m. on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the second day before the date of such adjourned meeting;
Wider Bidco Group	Bidco, funds managed by ARCHIMED and its affiliates and including any funds managed by affiliates of ARCHIMED or such funds, and their respective subsidiary undertakings, associated undertakings and any other body corporate partnership, joint venture or person in which Bidco and/or such undertakings (aggregating their interests) have a direct or indirect Substantial Interest or the equivalent (excluding, for the avoidance of doubt, any member of the Wider Target Group);
Wider Target Group	Instem, its subsidiary undertakings, associated undertakings and any other undertaking, body corporate, partnership, joint venture or person in which Instem and/or such undertakings (aggregating their interests) have a direct or indirect Substantial Interest or the equivalent;
£ or pence	pounds sterling or pence, the lawful currency of the UK; and
$ or USD or dollars	dollars, the lawful currency of the United States of America.