TrueCommerce Holdings Limited - Recommended Cash Offer for Netalogue Technologies plc

PR Newswire

London, November 4

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 SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE REGULATION (EU) NO 596/2014 ON MARKET ABUSE. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

4 November 2019

Recommended Cash Offer by

TrueCommerce Holdings Limited

for Netalogue Technologies plc

The TrueCommerce Directors and the Netalogue Directors are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by TrueCommerce.

Capitalised words and phrases used in this document shall have the meanings given to them in Appendix 4.

Summary

The Offeror

TrueCommerce is a global provider of trading partner connectivity and integration solutions. The TrueCommerce Group has over 92,000+ trading partners and provides software and communication technology used for eCommerce and data interchange between trading partners in the supply chain.

In 2014, Accellos Holdings merged with the TrueCommerce Group, bringing together two leading providers of supply chain execution and trading partner connectivity software. Through a combination of organic growth and acquisitions, the TrueCommerce Group has built one of the broadest portfolios of eCommerce and data interchange solutions in the marketplace, serving over 11,000 customers globally. The TrueCommerce Group has over 550 employees worldwide and the group's headquarters are at 400 Northpointe Circle, Suite 301, Seven Fields, PA 16046, United States.

Netalogue

Netalogue is a proprietary software company that develops, sells and supports an advanced B2B ecommerce platform product. The Netalogue B2B Ecommerce Platform is used by successful manufacturers, distributors and wholesalers to create sector leading B2B ecommerce websites to sell their products online to other businesses. Incorporating sophisticated B2B online ordering tools, customer specific catalogue views, e-procurement work flow rules, self-service functionality and handling of international language and sales requirements. The Netalogue platform can manage single or multiple ecommerce websites for organisations who have multiple brands or operate in different territories. Netalogue clients include Marstons, Farrow & Ball, Matthew Clark, Madison, Chubb, Transport For London, Bunzl and Greene King. Netalogue B2B integrates with leading ERP systems such as SAP, Microsoft, Sage and Oracle to deliver the business benefit and profitability.

Netalogue's core business activities are namely: direct sales of B2B ecommerce solutions to manufacturers, distributors and wholesalers; and indirect licensing of the Netalogue B2B Ecommerce Platform via ERP and cloud related channel partnerships.

The Offer

Under the terms of the Offer, which is recommended by the Netalogue Directors, Netalogue Shareholders will receive:

for each Netalogue Share 11.2 pence in cash.

The Offer will extend to all the entire issued and to be issued ordinary share capital of Netalogue. The Offer price of 11.2 pence per Netalogue Share values the 48,746,333 issued and to be issued ordinary shares in Netalogue at £5,730,135. Such consideration represents the aggregate of:

· £270,545 representing the consideration to be paid as part of the Cash Cancellation Proposal in respect of the options over 3,029,095 new shares in Netalogue outstanding at the date of this document; and

· £5,459,590 representing the consideration to be paid in respect of the total issued share capital of the company.

The Offer price of 11.2 pence per Netalogue Share represents a premium of 151.7 per cent. to the mid-market price of a Netalogue Share at close of business on 1 November 2019, being the last dealing day prior to the announcement of the Offer and a premium of 181.4 per cent. to the last dealt price, being 3.98 pence on 2 August 2019.

The Recommendation of the Netalogue Directors

The Netalogue Directors, who have been so advised by Beavis Morgan as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable and in the best interests of Netalogue Shareholders as a whole.

Accordingly, the Directors unanimously recommend that Netalogue Shareholders accept the Offer.

The Netalogue Directors have irrevocably undertaken to accept the Offer in respect of 24,459,501 Netalogue Shares (representing 50.18 per cent. of Netalogue's issued ordinary share capital) being their entire shareholdings.

Beavis Morgan is providing independent financial advice to the Directors for the purpose of Rule 3 of the Code. In providing advice to the Directors, Beavis Morgan has taken into account the commercial assessments of the Directors.

Irrevocable undertakings

TrueCommerce has obtained irrevocable undertakings to accept the Offer in respect of 31,286,584 Netalogue Shares representing 64.2 per cent. of Netalogue's issued ordinary share capital.

This is a summary only and should be read in the context of the full text of this announcement and its appendices. The Offer will be subject to the Conditions and further terms that are set out in Appendix 1 to this announcement and the full terms and conditions which will be set out in the Offer Document. Appendix 2 contains further details of the irrevocable undertakings and other commitments. Appendix 3 to this announcement contains the general sources of information and the bases of calculations of certain information set out in this announcement. Appendix 4 contains definitions of certain terms used in the summary and in this announcement. The Appendices form part of this announcement.

For further information, please contact:

TrueCommerce Holdings Limited
Edward Flint Seaton (Director, Chief Financial Officer)	Tel: +1 888 430 4489
David Grosvenor (Managing Director, TrueCommerce Europe)	Tel: +44 (0)845 643 6600

VSA Capital Limited, financial adviser to TrueCommerce
Andrew Raca	Tel: +44 (0)20 3005 5000
James Deathe Sean Urquhart	Tel: +44 (0)20 3005 5000 Tel: +44 (0)20 3005 5000

Netalogue Technologies plc
Andrew Robathan (Managing Director)	Tel: +44 (0)845 222 0350
Craig Williams (Technical Director) Richard Condon (Director)	Tel: +44 (0)845 222 0350 Tel: +44 (0)845 222 0350

Beavis Morgan LLP, financial adviser to Netalogue
Simon Hammerton	Tel: +44 (0)207 417 0417
Richard Thacker	Tel: +44 (0)207 417 0417

Important notices relating to financial advisers

VSA Capital, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for TrueCommerce and no one else in connection with the Offer and will not be responsible to any person other than TrueCommerce for providing the protections afforded to clients of VSA Capital or for providing advice in relation to the Offer or any matter referred to herein.

Beavis Morgan is acting exclusively for Netalogue and no one else in connection with the Offer and will not be responsible to any person other than Netalogue for providing the protections afforded to clients of Beavis Morgan or for providing advice in relation to the Offer or any matter referred to herein.

This announcement is for information purposes only and is not an invitation, inducement or the solicitation of an offer to purchase, or otherwise acquire, subscribe for or sell or otherwise dispose of or exercise rights in respect of any securities. The Offer will be made solely through the Offer Document and any accompanying forms of acceptance.

Further information

This announcement is not intended to, and does not, constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms of, and Conditions to, the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in the Offer Document. Netalogue Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.

This announcement has been prepared for the purposes of complying with English law, the rules of the NEX Exchange Growth Market 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 and regulations of any jurisdiction outside the United Kingdom.

Overseas jurisdictions

The distribution of this announcement in jurisdictions other than the United Kingdom and the ability of Netalogue Shareholders who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Netalogue Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas Netalogue Shareholders will be contained in the Offer Document.

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.

Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

Forward-looking statements

This announcement may contain certain "forward-looking statements" with respect to TrueCommerce Netalogue and/or the Netalogue Group. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'will', 'may', 'should', 'would', 'could' or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of TrueCommerce or the Netalogue Group and potential synergies resulting from the Acquisition; and (iii) the expected timing and scope of the Acquisition.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in, or implied by, such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. All subsequent oral or written forward-looking statements attributable to TrueCommerce, Netalogue and/or the Netalogue Group or any person acting on their behalf (respectively) are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. TrueCommerce, Netalogue and/or the Netalogue Group assume no obligation to update publicly or revise forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for TrueCommerce or Netalogue, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for TrueCommerce or Netalogue, as appropriate.

Information relating to Netalogue Shareholders

Netalogue Shareholders should be aware that addresses, electronic addresses and certain other information provided by Netalogue Shareholders and other relevant persons for the receipt of communications from Netalogue may be provided to TrueCommerce during the Offer Period as required under Section 4 of Appendix 4 to the Code.

Publication on website

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on TrueCommerce's website athttps://www.truecommerce.com/uk-en/important-disclaimerand on Netalogue's website athttp://www.netalogue.com/investors by no later than 12.00 noon (London time) on the business day following the release of this announcement in accordance with Rule 26.1 of the Code. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

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 Share Registrars Limited on 01252 821390 (or +441252 821390). 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 Offer should be in hard copy form.

Netalogue securities in issue

Netalogue confirms that, as at the close of business on 1 November 2019 (being the last business day prior to the date of this announcement), it had 48,746,333 ordinary shares of 1 pence each in issue. All such Netalogue Shares are admitted to trading on NEX under ISIN reference GB0030196611 (and no Netalogue Shares held in treasury).

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

4 November 2019

Recommended Cash Offer by

TrueCommerce Holdings Limited

for Netalogue Technologies plc

The TrueCommerce Directors and the Netalogue Directors are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by TrueCommerce.

1 The Offer

The Offer will be subject to the conditions set out in Appendix 1.

Under the terms of the Offer, which is recommended by the Netalogue Directors, Netalogue Shareholders will receive:

for each Netalogue Share 11.2 pence in cash.

· £5,459,590 representing the consideration to be paid in respect of the total issued share capital of the company.

The Netalogue Shares will be acquired by TrueCommerce fully paid, or credited as fully paid, and free from all liens, equities, charges, equitable interests, encumbrances, rights of pre-emptions and other third party rights and/or interests of any nature whatsoever and together with all rights attaching to them, now and in the future, including voting rights and the right to receive and retain all dividends, interests and other distributions (if any) declared made or paid after 4 November 2019 (being the date of the announcement of the Offer by TrueCommerce for Netalogue). TrueCommerce reserves the right to reduce the offer consideration by the amount of any dividend (or other distribution) which is paid or becomes payable by Netalogue to its shareholders, unless, and to the extent that, Netalogue Shareholders are entitled to receive and retain all or part of a specified dividend (or other distribution) in addition to the offer consideration; and, if TrueCommerce exercises the right to reduce the offer consideration by all or part of the amount of a dividend (or other distribution) that has not been paid, Netalogue Shareholders will be entitled to receive and retain that dividend (or other distribution).

2 Information on TrueCommerce

·Trading: Network for exchanging EDI documents and translating documents into EDI documents across 92,000 trading partners

·Collaboration: Enables B2B integrations between suppliers and customers to better manage communication

·Planning: Vendor managed inventory, resource scheduling, channel marketing, etc.

·Commerce: Managing online storefronts, order management, dropship, etc.

TrueCommerce is incorporated in England & Wales with registered number 09087929.

The most recent audited consolidated financial statements of TrueCommerce are for the year ended 31 December 2018 and disclose turnover of £13,834,712 (2017: £13,399,306); operating profit of £710,795 (2017: £777,470); loss for the year of £708,735 (2017: loss of £691,660); total assets of £27,671,773 (2017: £27,000,050) and liabilities of £25,227,277 (2017: £23,908,512).

Accellos Holdings is the ultimate parent company of TrueCommerce. Accellos Holdings is owned by the Accel-KKR Funds and certain management executives of Accellos Holdings.

Accellos Holdings' interests in TrueCommerce are held through its wholly owned subsidiaries TrueCommerce Network Holdings LLC, TrueCommerce Network Inc and TrueCommerce Inc, all companies registered in Delaware, USA.

The most recent audited consolidated financial statements of TrueCommerce Network Holdings LLC, the penultimate parent company of TrueCommerce, are for the year ended 31 December 2018 and disclose revenue of $95,205,000 (2017: $80,427,000); income from operations of $4,537,000 (2017: $3,497,000); net loss of $157,000 (2017: net income of $952,000); total assets of $178,796,000 (2017: $186,048,000) and liabilities of $133,223,000 (2017: $138,509,000).

3 Background and reasons for the Offer

The TrueCommerce Directors believe the combination between TrueCommerce and Netalogue would help both companies' customers to connect, integrate and better manage their online channels. Brands and merchants would be able to manage the complexities of online commerce through one cloud based vendor platform through the breadth of "connected" supply chain applications and depth of and flexibility of a B2B commerce solution. The TrueCommerce Directors believe the combination would be an asset with unique strengths to unlock market value, increase industry recognition and upsell through a unique go-to-market strategy in the UK and Europe.

The TrueCommerce Directors believe the combination would further enhance existing customer relationships and increase revenues from new and existing customers for the following reasons:

· Netalogue customers would be able to integrate with their critical business systems through TrueCommerce's connectivity with leading ERP platforms reducing implementation timescales and requirements for specialized resources;

· Netalogue customers would be able to integrate with the 92,000+ connected businesses on the TrueCommerce network through retailers, dropship vendors and logistics providers.

· TrueCommerce's global brand would accelerate the sales lead generation within Netalogue.

4 Information on Netalogue

Netalogue's results for the year ended 31 March 2019 showed revenues of £1,351,000 (2018: full year £1,073,000) and a profit before tax of £300,000 (2018 full year: £82,000).

Netalogue's financial and trading prospects as a member of the Combined Group are perceived by TrueCommerce to be positive, as its specialist knowledge and intellectual property is expected to form part of TrueCommerce's range of services.

5 TrueCommerce's intentions for Netalogue and its management, employees and locations

Accel-KKR and TrueCommerce have a strong history of driving growth through mergers and acquisitions. Accel-KKR and TrueCommerce have a highly experienced team dedicated to efficiently executing and integrating combinations of complementary businesses. The senior management team at Accellos Holdings have completed twelve acquisitions since founding the company and believe that Netalogue represents an attractive opportunity for TrueCommerce and that the combined business will be better positioned to deliver an optimal customer experience to Netalogue customers. Alongside strengthening its UK position, the TrueCommerce Directors believe that elements of Netalogue's business model could be replicated in other European geographies through TrueCommerce's customer base in order to give customers access to an improved service globally.

Strategic plans for Netalogue

On the basis of preliminary analysis and experience from other acquisitions, the TrueCommerce Directors believe there may be potential to generate growth synergies and cost savings for the Combined Group. The scale of the TrueCommerce Group would provide additional resources that Netalogue can leverage to accelerate growth initiatives and improve customer offerings.

TrueCommerce intends to conduct a detailed review jointly with the Netalogue management team following the Acquisition becoming wholly unconditional as to how best to integrate Netalogue and TrueCommerce and the strategic options relating to Netalogue. This review will focus on:

· strengthening the Combined Group's existing position in the UK, Ireland and Nordic market and identifying new opportunities outside of the UK and European market which may benefit from the Combined Group's expertise. Likely areas for this review will include considering possible opportunities for the combined brands, and more specifically the TrueCommerce and Netalogue brands;

· fostering an environment which provides customers with access to an improved service in the UK and Europe; and

· identifying areas for realising cost savings across the Combined Group. Likely areas for this review will include:

o considering possible efficiencies where Netalogue and TrueCommerce have similar product roadmaps and the Combined Group can benefit from pre-existing technologies. Possible efficiencies may potentially involve rationalising any overlapping development streams between the two organisations;

o considering possible efficiencies where there are overlapping back office costs such as duplicative legal and auditing fees and public company costs;

o considering possible efficiencies in customer ERP integrations, including, by taking advantage of the scale of the Combined Group; and

o evaluating overlap between the Netalogue and TrueCommerce businesses. Subject to completion of the review, TrueCommerce expects there to be scope for limited role reductions as a result of direct duplications or directly overlapping roles (for example, in the chairman and non-executive director roles). Based on its preliminary planning, TrueCommerce estimates that the review will be substantially complete within 6 months of the Acquisition becoming wholly unconditional.

Netalogue will continue to be operated in the normal course pending the outcome of the review.

Employees and management

TrueCommerce attaches great importance to the track record, skills and experience of the existing management and employees of Netalogue and has given assurances to the Netalogue Directors that the existing contractual and statutory employment rights of all existing management and employees of the Netalogue Group will be fully respected following the Acquisition becoming wholly unconditional. TrueCommerce does not intend to make any material change to the conditions of employment of the management and employees of the Netalogue Group.

TrueCommerce also intends to enable Netalogue to continue to comply with its respective pensions obligations with regard to the accrual of benefits for existing members and with regard to the admission of new members, in each case in accordance with contracts of employment of relevant Netalogue employees, legislation and the constituent documents of the relevant schemes, where applicable.

TrueCommerce also believes that staff of the Combined Group will benefit from greater opportunities as a result of being part of a larger, more global group.

TrueCommerce's review of skill sets and resource requirements for the Combined Group will take into consideration open positions across the group to leverage synergies. However, TrueCommerce expects there to be scope for moderate role reductions as a result of direct duplications or directly overlapping roles (for example, in the chairman and non-executive director, roles).

Any decision regarding changes to the workforce will be subject to detailed and comprehensive planning, and to appropriate engagement with stakeholders, including affected employees. TrueCommerce will commence this engagement process in sufficient time before any final decision is taken to implement any reduction in the employee resource, with the aim of maintaining operational momentum and retaining and motivating the best talent across the Combined Group and treating any impacted individuals in a manner consistent with Netalogue's high standards, culture and practices.

TrueCommerce does not expect any material change in the balance of skills and functions of the employees and management of the Netalogue Group.

Locations, headquarters and fixed assets

It is intended that the head office for Netalogue will continue to be located at Netalogue's current premises in West Glamorgan .

No other changes are envisaged with respect to the redeployment of Netalogue's existing fixed asset base.

6 Recommendation of the Netalogue Directors

The Directors, who have been so advised by Beavis Morgan as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable and in the best interests of Netalogue Shareholders as a whole.

Accordingly, the Directors unanimously recommend that Netalogue Shareholders accept the Offer.

7 Netalogue Share Options

The cash payable in respect of each Netalogue Share Option pursuant to the Cash Cancellation Proposal has been calculated by deducting the exercise price of the relevant Netalogue Share Option from 11.2 pence (being the Offer Price).

Agreements to accept the Cash Cancellation Proposal, which are conditional on the Offer becoming or being declared unconditional in all respects, have been entered into by three Netalogue Directors in respect of options over 2,880,000 Netalogue Shares, for which consideration payable amounts to £257,760. It is expected that the remaining holders of Netalogue Share Options will also enter into agreements to accept the Cash Cancellation Proposal, in respect of options over 149,095 Netalogue Shares, for which consideration payable amounts to £12,785.

8 Shareholdings in Netalogue, irrevocable undertakings

At the date of this announcement, TrueCommerce does not own any interests in Netalogue's issued ordinary share capital.

TrueCommerce has received irrevocable undertakings from holders or controllers of Netalogue Shares to accept, or procure the acceptance of, the Offer amounting to, in aggregate, 31,286,584 Netalogue Shares, representing approximately 64.2 per cent. of the issued ordinary share capital of Netalogue by the parties shown in Appendix 2.

Save as referred to in this paragraph 8, none of TrueCommerce nor any TrueCommerce Director nor, so far as TrueCommerce is aware, any person acting, or deemed to be acting, in concert with TrueCommerce:-

(a) had an interest in, or right to subscribe for, relevant securities of Netalogue;

(b) had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Netalogue;

(c) had procured an irrevocable commitment to accept the terms of the Offer in respect of relevant securities of Netalogue;

(d) had borrowed or lent any Netalogue Shares; or

(e) entered into any financial collateral arrangement in respect of relevant securities in Netalogue.

Furthermore, save for the irrevocable undertakings described above in this paragraph 8 and in Appendix 2 to this announcement, no arrangement exists between TrueCommerce or Netalogue or a person acting in concert with TrueCommerce or Netalogue in relation to Netalogue Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Netalogue Shares which may be an inducement to deal or refrain from dealing in such securities.

9 Cash confirmation

VSA Capital, financial adviser to TrueCommerce, is satisfied that sufficient resources are available to TrueCommerce to satisfy the consideration payable as a result of full acceptance of the Offer, and to satisfy the consideration payable in respect of the Cash Cancellation Proposal.

10 Publication of the Offer Document

The Offer Document will be posted to Netalogue Shareholders as soon as is practicable and, in any event, other than with the consent of the Takeover Panel, by 2 December 2019.

11 Takeover offer

It is intended that the Offer be implemented by means of a takeover offer under the Code and within the meaning given to that term in section 974 of the Companies Act. TrueCommerce reserves the right, subject to the consent of Netalogue and the Takeover Panel, to effect the Acquisition by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

12 Withdrawal of Trading From the NEX Exchange Growth Market, Compulsory Acquisition and Re-Registration

After the Offer becomes or is declared unconditional in all respects and TrueCommerce has by virtue of its shareholding and acceptances of its Offer acquired, or agreed to acquire, issued share capital carrying at least 75 per cent. of the voting rights of Netalogue, TrueCommerce intends to procure the making of an application by Netalogue for the withdrawal of trading in Netalogue Shares on the NEX Exchange Growth Market, which will take effect no earlier than 20 Business Days following the Offer becoming or being declared unconditional in all respects. Withdrawal of trading from the NEX Exchange Growth Market would significantly reduce the liquidity and marketability of any Netalogue Shares not assented to the Offer.

Once TrueCommerce has received acceptances under the Offer in respect of, and/or otherwise acquires, not less than 90 per cent. or more of the Netalogue Shares by nominal value and voting rights attaching to such shares to which the Offer relates, TrueCommerce intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the 2006 Act to acquire compulsorily the remaining Netalogue Shares on the same terms as the Offer.

It is also proposed that, following the Offer becoming unconditional in all respects and after the Netalogue Shares are withdrawn from the NEX Exchange Growth Market, Netalogue will be reregistered as a private company under the relevant provisions of the 2006 Act.

13 General

The Offer will be subject to the Conditions and other terms set out in this announcement and to the full terms and Conditions which will be set out in the Offer Document.

Appendix 1 to this announcement contains a summary of the principal terms and Conditions. The Offer Document will be posted to Netalogue Shareholders (and, for information only, to Netalogue Optionholders) as soon as is practicable and, in any event, within 28 days of the date of this announcement, unless TrueCommerce and Netalogue otherwise agree, and the Takeover Panel consents, to a later date. Appendix 2 contains further details relating to the irrevocable undertakings and referred to in this announcement. Appendix 3 contains details of sources of information and bases of calculation contained in this announcement. Appendix 4 contains definitions of certain terms used in this announcement.

14 Offer-related arrangements

TrueCommerce Inc and Netalogue entered into a Confidentiality Agreement pursuant to which each party has undertaken to, amongst other things: (i) keep confidential information made available by the other party and not to disclose it to third parties (other than to permitted disclosees) unless required by law.

15 Publication of this announcement and availability of other information

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) at TrueCommerce's website at https://www.truecommerce.com/uk-en/important-disclaimer and on Netalogue's website at http://www.netalogue.com/investors by no later than 12.00 noon (London time) on the business day following the release of this announcement in accordance with Rule 26.1 of the Code. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

A copy of this announcement is being sent in electronic form to employees of Netalogue and made available to employees of TrueCommerce and its subsidiaries.

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 Share Registrars Limited on 01252 821390 (or +441252 821390 if telephoning from outside the UK). 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 Offer should be in hard copy form.

Disclosure requirements applicable to holders of 1 per cent. or more of the Netalogue Shares in issue apply as described in the Disclosure requirements of the Code summarised below.

The following documents are also available on TrueCommerce's website at: https://www.truecommerce.com/uk-en/important-disclaimer

(i) the irrevocable undertakings listed in Appendix 2

(ii) Confidentiality Agreement

(iii) VSA Consent Letter

(iv) Articles of Association of TrueCommerce Holdings Limited

(v) Audited consolidated financial statements of TrueCommerce Holdings Limited for the years ended 31 December 2018 and 31 December 2017

(vi) Audited consolidated financial statements of TrueCommerce Network Holdings LLC for the years ended 31 December 2018 and 31 December 2017.

For further information, please contact:

TrueCommerce Holdings Limited
Edward Flint Seaton (Director, Chief Financial Officer)	Tel: +1 888 430 4489
David Grosvenor (Managing Director, TrueCommerce Europe)	Tel: +44 (0)845 643 6600

VSA Capital Limited, financial adviser to TrueCommerce
Andrew Raca	Tel: +44 (0)20 3005 5000
James Deathe Sean Urquhart	Tel: +44 (0)20 3005 5000 Tel: +44 (0)20 3005 5000

Netalogue Technologies plc
Andrew Robathan (Managing Director)	Tel: +44 (0)845 222 0350
Craig Williams (Technical Director) Richard Condon (Director)	Tel: +44 (0)845 222 0350 Tel: +44 (0)845 222 0350

Beavis Morgan LLP, financial adviser to Netalogue
Simon Hammerton	Tel: +44 (0)207 417 0417
Richard Thacker	Tel: +44 (0)207 417 0417

Important information

Important notices relating to financial advisers

Further information

This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange 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 and regulations of any jurisdiction outside the United Kingdom.

Overseas jurisdictions

Forward-looking statements

No profit forecasts or estimates

Information relating to Netalogue Shareholders

Netalogue securities in issue

Disclosure requirements of the Code

Appendix 1

Conditions of the Offer

The Offer will be made on the terms and Conditions set out in this Appendix and to be set out in the Offer Document and the Form of Acceptance.

1 Conditions of the Offer

The Offer will be subject to the following conditions:-

The Offer is subject to the following conditions:

Acceptance Condition

(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as TrueCommerce may, in accordance with the Takeover Code or with the consent of the Takeover Panel, decide) in respect of not less than 90% of the Netalogue Shares to which the Offer relates and not less than 90 per cent. of the voting rights carried by those shares (or, in either case, such lower percentage as TrueCommerce may decide), provided that (unless agreed by the Takeover Panel) this condition will not be satisfied unless TrueCommerce shall have acquired or agreed to acquire (pursuant to the Offer or otherwise) Netalogue Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at general meetings of Netalogue; and for this purpose:

(i) Netalogue Shares which have been unconditionally allotted but not issued before the Offer becomes, or is declared, unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise shall be deemed to carry the voting rights they shall carry upon issue;

(ii) the expression "Netalogue Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act;

(iii) Netalogue Shares (if any) that cease to be held in treasury before the Offer becomes, or is declared, unconditional as to acceptances are Netalogue Shares to which the Offer relates; and

(iv) valid acceptances shall be deemed to have been received in respect of Netalogue Shares which are treated for the purposes of Part 28 of the Companies Act as having been acquired or contracted to be acquired by TrueCommerce by virtue of acceptances of the Offer;

Consents, waiting periods, authorisations and filings

(b) all authorisations, orders, grants, consents, clearances, licences, permissions and approvals ("Authorisations"), in any jurisdiction, reasonably considered necessary or appropriate by TrueCommerce for or in respect of the Offer, the proposed acquisition of any shares or securities in, or control of, Netalogue by TrueCommerce or the carrying on of the business of any member of the Wider Netalogue Group or TrueCommerce, or any matters arising therefrom being obtained in terms reasonably satisfactory to TrueCommerce from all appropriate Relevant Authorities or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any member of the Wider Netalogue Group or TrueCommerce has entered into contractual arrangements (in each case where the absence of such Authorisation would have a material adverse effect on TrueCommerce) and such authorisations, orders, grants, consents, clearances, licences, permissions and approvals remaining in full force and effect and there being no intimation of any intention to revoke or not to renew the same and all necessary filings having been made, all appropriate waiting and other time periods (including extensions thereto) under any applicable legislation and regulations in any jurisdiction having expired, lapsed or been terminated and all necessary statutory or regulatory obligations in any jurisdiction in respect of the Offer or the proposed acquisition of Netalogue by TrueCommerce or of any Netalogue Shares or any matters arising therefrom having been complied with;

(c) no government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body, or any court, institution, investigative body, association, trade agency or professional or environmental body or (without prejudice to the generality of the foregoing) any other person or body in any jurisdiction (each, a "Relevant Authority") having decided to take, instituted, implemented or threatened any action, proceeding, suit, investigation, enquiry or reference or enacted, made or proposed any statute, regulation or order or otherwise taken any other step or done anything, and there not being outstanding any statute, legislation or order, that would or might reasonably be expected to (in any case to an extent which is material in the context of the Wider Netalogue Group or TrueCommerce, as the case may be or on the context of the Offer):

(i) make the Offer or its implementation or the proposed acquisition of Netalogue or of any Netalogue Shares or any other shares or securities in, or control of, Netalogue, illegal, void or unenforceable in or under the laws of any jurisdiction;

(ii) directly or indirectly restrict, restrain, prohibit, delay, impose additional conditions or obligations with respect to or otherwise interfere with the implementation of the Offer or the acquisition of any Netalogue Shares by TrueCommerce or control or management of Netalogue by TrueCommerce or any matters arising therefrom or require amendment to the terms of the Offer;

(iii) result in a limit or delay in the ability of TrueCommerce, or render TrueCommerce unable, to acquire some or all of the Netalogue Shares;

(iv) require, prevent, delay or affect the divestiture (or alter the terms of any proposed divestiture) by TrueCommerce or the Wider Netalogue Group of all or any portion of their respective businesses, assets or property or of any Netalogue Shares or other securities in Netalogue or impose any limitation on their ability to conduct all or part of their respective businesses or to own, control or manage all or part of their respective assets or properties;

(v) impose any limitation on the ability of TrueCommerce to acquire or hold or exercise effectively, directly or indirectly, all rights of all or any of the Netalogue Shares (whether acquired pursuant to the Offer or otherwise) or to exercise voting or management control over Netalogue;

(vi) impose any limitation on, or result in any delay in, the ability of TrueCommerce or any member of the Wider Netalogue Group to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of TrueCommerce or any other member of the Wider Netalogue Group;

(vii) require the divestiture by TrueCommerce of any shares, securities or other interests in any member of the Wider Netalogue Group;

(viii) otherwise adversely affect any or all of the businesses, assets, financial or trading position or prospects or profits of TrueCommerce or the Wider Netalogue Group or the exercise of rights of shares in Netalogue;

and all applicable waiting and other time periods (including extensions thereof) during which any such Relevant Authority could decide to take, institute, implement or threaten any such action, proceedings, suit, investigation, enquiry or reference or otherwise intervene having expired, lapsed or been terminated;

(d) all material filings, applications and/or notifications which are necessary or reasonably considered appropriate by TrueCommerce having been made and all relevant waiting periods and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated and all applicable statutory or regulatory obligations in any jurisdiction having been complied with in each case in respect of the Offer and the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Netalogue or any member of the Wider Netalogue Group by TrueCommerce or the carrying on by any member of the Wider Netalogue Group of its business;

Confirmation of absence of adverse circumstances

(e) save as Disclosed, there being no provision of any authorisation, agreement, arrangement, licence, permit, lease, franchise or other instrument to which any member of the Wider Netalogue Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject which, as a result of the Acquisition or the acquisition or proposed acquisition by TrueCommerce of any Netalogue Shares, or change in the control or management of Netalogue or otherwise, would or might reasonably be expected to result in (in each case, to an extent which is material in the context of the Wider Netalogue Group, taken as a whole, or in the context of the Offer):

(i) any monies borrowed by or any other indebtedness (actual or contingent) of, or any grant available to, any member of the Wider Netalogue Group becoming repayable, or capable of being declared repayable, immediately or earlier than the stated maturity or repayment date or the ability of such member to borrow monies or incur any indebtedness being withdrawn or inhibited;

(ii) the rights, liabilities, obligations, interests or business of any member of the Wider Netalogue Group under any such authorisation, agreement, arrangement, licence, permit, lease, franchise or other instrument or the rights, liabilities, obligations, interests or business of any member of the Wider Netalogue Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such rights, liabilities, obligations, interests or business) being, or becoming capable of being, terminated or adversely modified or adversely affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Netalogue Group or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable;

(iv) any assets, property or interest of, or any asset the use of which is enjoyed by, any member of the Wider Netalogue Group being, or falling to be, disposed of by, or ceasing to be available to, any member of the Wider Netalogue Group or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Netalogue Group;

(v) any member of the Wider Netalogue Group ceasing to be able to carry on business under any name under which it presently does so;

(vi) the financial or trading or regulatory position or prospects or the value of any member of the Wider Netalogue Group being materially prejudiced or materially adversely affected;

(vii) the creation, acceleration or assumption of any liabilities (actual, contingent or prospective) by any member of the Wider Netalogue Group;

(viii) any requirement on any member of the Wider Netalogue Group to acquire, subscribe, pay up or repay any shares or other securities (or the equivalent) in and/or any indebtedness of any member of the Wider Netalogue Group owned by any third party;

(ix) any liability of any member of the Wider Netalogue Group to make any severance, termination, bonus or other payment to any of its directors or other officers; and

(x) no event having occurred which, under any provision of any such authorisation, agreement, arrangement, licence, permit, lease, franchise or other instrument to which any member of the Wider Netalogue Group is a party or by or to which any such member or any of its assets may be bound or be subject, could result in any of the events or circumstances as are referred to in this paragraph (e);

Certain events occurring since 31 March 2019

(f) save as Disclosed, no member of the Wider Netalogue Group having since 31 March 2019:

(i) issued or agreed to issue, or authorised or proposed the issue of, additional shares of any class or issued or authorised or proposed the issue of or granted securities convertible into or rights, warrants or options to subscribe for or acquire such shares or convertible securities (and except for those securities and/or rights Disclosed as having been issued (or granted as the case may be) to certain individuals pursuant to the Netalogue Share Option Plan;

(ii) recommended, declared, paid or made or proposed or resolved to recommend, declare, pay or make any dividend, bonus issue or other distribution, whether payable in cash or otherwise, other than a distribution to Netalogue or one of its wholly-owned subsidiaries;

(iii) implemented or authorised any reconstruction, amalgamation, scheme or other transaction or arrangement with a substantially equivalent effect;

(iv) purchased, redeemed or repaid any of its own shares or other securities or reduced or made or authorised any other change in its share capital;

(v) redeemed, purchased, repaid or reduced or announced any intention to do so or made any other change in its share capital;

(vi) (except for transactions between Netalogue and its wholly-owned subsidiaries, or between its wholly-owned subsidiaries or transactions in the ordinary course of business), made or authorised or proposed or announced any change in its loan capital;

(vii) issued or authorised or proposed the issue of any debentures or incurred or increased any indebtedness or liability (actual or contingent) which in any case is material in the context of the Wider Netalogue Group, or in the context of the Offer;

(viii) other than pursuant to the Offer, implemented or authorised any merger or demerger or acquired or disposed of or transferred, mortgaged or charged, encumbered or created any other security interest over, any asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so (in each case, to an extent which is material in the context of the Wider Netalogue Group, or in the context of the Offer);

(ix) (except for transactions between Netalogue and its wholly-owned subsidiaries, or between its wholly-owned subsidiaries or transactions in the ordinary course of business), entered into, or authorised, proposed or announced the entry into, any joint venture, asset or profit-sharing arrangement, partnership or, other than pursuant to the Offer, merger of businesses or corporate entities;

(x) entered into, varied or terminated, or authorised the entry into, variation or termination of, any contract, commitment or arrangement (whether in respect of capital expenditure, real estate or otherwise) which is outside the ordinary course of business or which is of a long term, onerous or unusual nature or magnitude or which involves or could involve an obligation of a nature or magnitude which is material or is otherwise than in the ordinary course of business or could reasonably be regarded as restricting the business of any member of the Wider Netalogue Group or TrueCommerce, or authorised, proposed or announced any intention to do so;

(xi) entered into, or varied the terms of, or terminated or given notice of termination of, any contract, agreement or arrangement with, or for the services of, any of the directors or senior executives of any member of the Wider Netalogue Group;

(xii) (other than in respect of a subsidiary of Netalogue which is dormant and was solvent at the relevant time) taken or proposed any corporate action or had any legal proceedings started, served or threatened against it or any documents filed in court for its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a liquidator, provisional liquidator, receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction;

(xiii) made any amendment to its memorandum or articles of association or other constitutional documents;

(xiv) been unable or deemed unable, or admitted that it is unable, to pay its debts as they fall due or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xv) commenced negotiations with any of its creditors or taken any step with a view to rescheduling or restructuring any of its indebtedness or entered into a composition, compromise, assignment or arrangement with any of its creditors whether by way of a voluntary arrangement, scheme of arrangement, deed of compromise or otherwise;

(xvi) except in the ordinary course of business, waived, compromised, settled, abandoned or admitted any dispute, claim or counter-claim whether made or potential and whether by or against any member of the Wider Netalogue Group (in each case, to an extent which is material in the context of the Wider Netalogue Group, taken as a whole, or in the context of the Offer);

(xvii) proposed, agreed to provide, or agreed to modify the terms of, any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Netalogue Group, other than in accordance with the terms of the Offer;

(xviii) granted any material lease in respect of any of the leasehold or freehold property owned or occupied by it or transferred or otherwise disposed of any such property; or

(xix) entered into any contract, commitment or agreement or passed any resolution or made any offer (which remains open for acceptance) with respect to, or proposed or announced any intention to effect or propose, any of the transactions, matters or events referred to in this paragraph (f);

(g) save as Disclosed, since 31 March 2019:

(i) no litigation, arbitration, prosecution or other legal proceedings having been instituted, announced or threatened or become pending or remained outstanding by or against any member of the Wider Netalogue Group or to which any member of the Wider Netalogue Group is or may become a party (whether as plaintiff, defendant or otherwise) which in any case is material in the context of the Wider Netalogue Group;

(ii) no contingent or other liability of any member of the Wider Netalogue Group having arisen or become apparent or increased which in any case is material in the context of the Wider Netalogue Group or the Offer;

(iii) no adverse change or deterioration having occurred and no events, matters or circumstances having arisen which would or might reasonably be expected to result in any materially adverse change or deterioration in the business, assets, financial or trading or regulatory position, profits or prospects or operational performance of any member of the Wider Netalogue Group which is material in the context of the Offer;

(iv) no enquiry, review or investigation by any Relevant Authority having been threatened, announced, implemented or instituted or remaining outstanding; and

(v) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Netalogue Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on any member of the Wider Netalogue Group;

Discoveries and contingent liabilities

(h) save as Disclosed, TrueCommerce not having discovered that:

(i) any business, financial or other information concerning any member of the Wider Netalogue Group publicly disclosed at any time by Netalogue prior to the date on which the Firm Offer Announcement is made, either contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading and which was not subsequently corrected before the date of the Firm Offer Announcement by disclosure either publicly through the publication of an announcement via a Regulatory Information Service or otherwise to TrueCommerce; or

(ii) any member of the Wider Netalogue Group is subject to any liability, actual or contingent, to an extent which is material in the context of the Wider Netalogue Group or in the context of the Offer; or

(iii) any information which materially adversely affects the import of any information Disclosed at any time;

Environmental

(i) save as Disclosed, TrueCommerce not having discovered that:

(i) any past or present member of the Wider Netalogue Group has not complied with any applicable legislation or regulations, notices or other requirements of any jurisdiction or Relevant Authority with regard to environmental matters or the health and safety of any person, or that there has otherwise been any breach of environmental or health and safety law or that there is any environmental condition which, in any case, would be likely to give rise to any material liability (whether actual, contingent or prospective) or cost on the part of any member of the Wider Netalogue Group (in each case, to an extent which is material in the context of the Wider Netalogue Group, taken as a whole, or in the context of the Offer); or

(ii) there is, or is likely to be, any liability, whether actual, contingent or prospective, to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Netalogue Group or any controlled waters under any environmental law or which has or could result in the closure of any property required by any member of the Wider Netalogue Group (in each case, to an extent which is material in the context of the Wider Netalogue Group, taken as a whole, or in the context of the Offer);

Intellectual property

(j) no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider Netalogue Group, including:

(i) any member of the Wider Netalogue Group losing its title to any of its intellectual property, or any intellectual property owned by the Wider Netalogue Group being revoked, cancelled or declared invalid;

(ii) any claim being asserted or threatened by any person challenging the ownership of any member of the Wider Netalogue Group to, or the validity or effectiveness of, any of its intellectual property; or

(iii) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Netalogue Group being terminated or varied.

2 Waiver or variation of Conditions to the OfferSCHEDULE

(a) Subject to the requirements of the Takeover Code and the Takeover Panel, TrueCommerce will reserve the right to waive all or any of conditions in paragraphs 1(b) to 1(j) (inclusive) above of these Conditions, in whole or in part, at its absolute discretion.

(b) The Takeover Code requires that, except with the consent of the Takeover Panel, all conditions to the Offer must either be fulfilled or the Offer must lapse within 21 days after the later of the first closing date and the date on which the Offer becomes, or is declared, unconditional as to acceptances.

(c) Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

(d) TrueCommerce shall be under no obligation to waive (if capable of waiver), or determine to be or remain satisfied or to treat as fulfilled any of Conditions in paragraphs 1(b) to 1(j) (inclusive) of these Conditions by a date earlier than the latest date specified for the fulfilment of them notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

(e) Under Rule 13.5 of the Takeover Code, TrueCommerce may not invoke any Condition (with the exception of the condition set out in paragraph 1(a) of these Conditions) so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to TrueCommerce in the context of the Offer.

(f) If TrueCommerce is required by the Takeover Panel to make a mandatory offer for Netalogue Shares under the provisions of Rule 9 of the Takeover Code, TrueCommerce may make such alterations to the conditions as are necessary to comply with the provisions of that Rule.

(g) If the Offer lapses, it will cease to be capable of further acceptance. Netalogue Shareholders who have accepted the Offer and TrueCommerce shall then cease to be bound by acceptances delivered on or before the date on which the Offer lapses.

(h) TrueCommerce reserves the right to elect, with the consent of the Takeover Panel, to implement the acquisition of Netalogue by way of a court-approved scheme of arrangement in accordance with Part 26 of the Companies Act. In such event, the Acquisition shall be implemented on substantially the same terms and conditions, subject to appropriate amendments, as those which would apply to the Offer.

(i) The Offer is governed by the laws of England and Wales and is subject to the jurisdiction of the Courts of England and Wales and to the Conditions and further terms to be set out in the Offer Document. The Offer shall be subject to the applicable requirements of the Code, the Panel, the FSMA, the NEX Exchange Growth Market, the NEX Exchange Growth Market Rules for Issuers and the Financial Conduct Authority.

Appendix 2

Irrevocable undertakings and other commitments

TrueCommerce has received irrevocable undertakings from the following holders or controllers of Netalogue Shares to accept, or procure the acceptance of, the Offer amounting to, in aggregate, 31,286,584 Netalogue Shares, representing approximately 64.2 per cent. of the issued ordinary share capital of Netalogue.

Irrevocable Undertakings

Name	Number of Netalogue Shares	% of Netalogue Shares in issue¹	% of votes of Shareholders²
Richard Condon*	8,153,167	16.73	16.73
Andrew Robathan*	8,153,167	16.73	16.73
Craig Williams*	8,153,167	16.73	16.73
AJ Crowe (shares held by WB Nominees Limited as nominee)	5,032,083	10.32	10.32
Mr M B Robathan	945,000	1.94	1.94
Mr Brian Robathan	555,000	1.14	1.14
Mrs D Robathan	295,000	0.61	0.61
Total	31,286,584	64.2	64.2

* indicates a Netalogue Director

Notes:

1. Percentage of Netalogue Shares in issue is stated as at the Latest Practicable Date.

2. Percentage of votes of the Shareholders is stated as at the Latest Practicable Date.

The irrevocable undertakings listed above will lapse and cease to be binding if the Offer lapses or is withdrawn and no new, revised or replacement Offer has been announced by TrueCommerce via a Regulatory News Service, in accordance with Rule 2.7 of the Code, in its place.

Appendix 3

General sources and bases of information

In this announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:-( )( )

1 Financial information relating to TrueCommerce has been extracted from the audited consolidated financial statements of TrueCommerce for the two financial years ended 31 December 2018 and 31 December 2017.

2 Financial information relating to TrueCommerce Network Holdings LLC has been extracted from the audited consolidated financial statements of TrueCommerce Network Holdings LLC for the two most recent financial years ended 31 December 2018 and 31 December 2017.

3 Financial information relating to the Netalogue Group has been extracted (without material adjustment) from the audited consolidated financial statements of Netalogue for the two financial years ended 31 March 2019 and 31 March 2018.

4 References to the value of the Offer for the whole of the issued ordinary share capital of Netalogue are based on the 48,746,333 Netalogue Shares in issue at close of business on 1 November 2019 and the Offer Price of 11.2 pence per Netalogue Share.

5 Any reference to the issued ordinary share capital of Netalogue is to the number of Netalogue Shares in issue as at 1 November 2019 (being the last business day prior to the date of this announcement) which was 48,746,333 Netalogue Shares.

6 Unless otherwise stated, all prices and closing prices for Netalogue Shares are closing middle market quotations derived from the NEX Exchange Growth Market.

Appendix 4

Definitions

The following definitions apply throughout this announcement, unless the context otherwise requires:

"Accel-KKR"	AKKR Fund II Management Company, LP, a Registered Investment Adviser regulated by the US Security and Exchange Commission and registered in Delaware. Accel-KKR's main business address is 2500 Sand Hill Road, Suite 300, Menlo Park CA 94025, United States.
"Accel-KKR Funds"	Accel-KKR Capital Partners CV III, LP; Accel-KKR Capital Partners IV LP; Accel-KKR Capital Partners IV Strategic Fund LP Accel-KKR Members Fund, LLC and KKR-AKI Investors, LLC.
"Accellos Holdings"	Accellos Holdings LLC, a company incorporated in Delaware, USA, with its registered address at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, USA, as the ultimate parent company of TrueCommerce
"Acquisition"	the acquisition of Netalogue by TrueCommerce
"Associate" or "Associated Undertaking"	means with respect to any specified person, a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the person specified. For the purposes of this definition, the term "control" and its corollaries shall mean (a) the direct or indirect ownership of in excess of 50% of the equity interests (or interests convertible into or otherwise exchangeable for equity interests) in a person or (b) the possession of the direct or indirect right to vote in excess of 50% of the voting securities or elect in excess of 50% of the board of directors or other governing body of a person (whether by securities ownership, contract or otherwise
"B2B"	means "business-to-bueinsss" transactions, being transactions for products or services between businesses, rather than between businesses and consumers
"Beavis Morgan"	Beavis Morgan LLP, 82 St John Street, London, EC1M 4JN, financial adviser to Netalogue
"business day"	a day (excluding Saturdays, Sundays and public holidays) on which banks are generally open for business in the City of London
"Cash Cancellation Proposal"	in accordance with Rule 15 of the Code, the appropriate proposal being made to Netalogue Optionholders to cancel their Netalogue Share Options for cash
"certificated" or "in certificated form"	in relation to a share or other security, a share or other security title to which is recorded in the relevant register of the share or other security as being held in certificated form (that is, not in CREST)
"Code" or "Takeover Code"	the City Code on Takeovers and Mergers
"Combined Group"	TrueCommerce and its proposed subsidiaries including Netalogue
"Companies Act"	the Companies Act 2006 (as amended)
"Conditions"	the conditions to the Offer which are set out in Appendix 1 to this document;
"Confidentiality Agreement"	means the mutual confidentiality agreement between TrueCommerce Inc and Netalogue dated 14 December 2017.
"CREST"	the CREST electronic shareholding and settlement system operated by Euroclear
"CREST Manual"	the manual published by Euroclear for further information on the CREST procedure
"CREST member"	a person who has been admitted by Euroclear as a member (as defined in the CREST Regulations)
"CREST participant"	a person who is, in relation to CREST, a participant (as defined in the CREST Regulations)
"CREST payment"	has the meaning given in the CREST Manual
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755)
"CREST sponsor"	a CREST participant admitted to CREST as a CREST sponsor
"CREST sponsored member"	a CREST member admitted to CREST as a CREST sponsored member
"Dealing Disclosure"	an announcement pursuant to Rule 8 of the Code containing details of dealings in interests in relevant securities of a party to an offer
"Disclosed"	the information fairly disclosed by or on behalf of Netalogue: (i) in the annual report and financial statements of Netalogue for the year ended 31 March 2019; (ii) in the Firm Offer Announcement; (iii) in any other announcement to a Regulatory Information Service by or on behalf of Netalogue prior to the publication of the Firm Offer Announcement; or (iv) as otherwise fairly disclosed to TrueCommerce (in writing to its directors) in sufficient detail to enable such person(s) to make a reasonable assessment of the nature and scope of the matter disclosed, in each case before the date falling 10 business days prior to the date on which the Firm Offer Announcement is made
"EDI"	means "electronic data interchange", being electronic business transactions using the automated exchange of electronic documents, such as purchase orders, invoices and delivery notes,between businesses or trading partners using a standardised format that allows different computer systems to communicate with each other
"ERP"	means "enterprise recource planning", being business process management software that allows an organisation to use a system of integrated applications to manage the business and automate various functions
"Euroclear"	Euroclear UK & Ireland Limited, incorporated in England and Wales with registered number 2878738
"FCA"	the Financial Conduct Authority
"Firm Offer Announcement"	this announcement of the Offer made in accordance with Rule 2.7 of the Code
"Form of Acceptance"	the form of acceptance and authority relating to the Offer which holders of Netalogue Shares in certificated form will find enclosed with this Offer Document
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"ISIN"	International Securities Identification Number
"Latest Practicable Date"	1 November 2019, being the latest practicable date for inclusion of information in this document prior to its printing and publication

"Netalogue" or "Company"	Netalogue Technologies plc, a company incorporated in England and Wales with registered number 04137677

"Netalogue Board" or "Netalogue Directors" or "Directors"	the directors of Netalogue, being Nicholas Barley, Andrew Robathan, Craig Williams, Richard J Condon
"Netalogue Group"	Netalogue, its subsidiaries and subsidiary undertakings (and "member of the Netalogue Group" shall be construed accordingly)
"Netalogue Management"	directors and senior employees of Netalogue
"Netalogue Optionholders"	holders of Netalogue Share Options
"Netalogue Shareholders"	holders of Netalogue Shares
"Netalogue Shares"	ordinary shares of 1 pence each in the capital of Netalogue in issue as at the date of this document
"Netalogue Share Option Plan"	the Netalogue Technologies plc Employees' Share Option Plan 2006, as amended from time to time
"Netalogue Share Options" or "Options"	options outstanding at the date of this document to subscribe for an aggregate 3,029,095 new Netalogue Shares granted pursuant to the Netalogue Share Option Plan
"NEX"	the NEX Exchange Growth Market
"Offer"	the recommended cash offer by TrueCommerce to acquire all of the Netalogue Shares, subject to the terms and conditions to be set out in the Offer Document and in the Form of Acceptance
"Offer Document"	the offer document dated containing the Offer
"Offer Period"	the period commencing on 4 November 2019 and expiring on the date the Offer closes
"Offer Price"	11.2 pence per Netalogue Share
"Opening Position Disclosure"	an announcement pursuant to Rule 8 of the Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to an offer
"pence"	currency of the United Kingdom, equal to 1/100th of 1 pound sterling
"pounds sterling" or "£"	currency of the United Kingdom, each divided into 100 pence
"Regulatory Information Service"	as defined in the Code
"Restricted Jurisdiction"	any jurisdiction where the local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for TrueCommerce if information or documentation concerning the Offer is sent or made available to Netalogue Shareholders in that jurisdiction
"Share Registrars"	Share Registrars Limited, registrar to Netalogue
"TrueCommerce"	TrueCommerce Holdings Limited, a company incorporated in England & Wales with registered number 09087929
"TrueCommerce Board" or "TrueCommerce Directors"	the directors of TrueCommerce, being Michael J. Cornell and Edward Flint Seaton
"TrueCommerce Group"	TrueCommerce and its parent and subsidiary companies and its Associated Undertakings
"TrueCommerce Network Holdings LLC"	TrueCommerce Network Holdings LLC, a company incorporated in Delaware, USA, with its registered address at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, USA, as the penultimate parent company of TrueCommerce
"Takeover Panel"	the Panel on Takeovers and Mergers
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"VSA Capital"	VSA Capital Limited, New Liverpool House, 15-17 Eldon Street, London, EC2M 7LD, financial adviser to TrueCommerce
"Wider Netalogue Group"	Netalogue and its subsidiary undertakings and Associated Undertakings and any other undertaking, partnership, company or joint venture in which Netalogue and/or such subsidiary or associated undertakings (aggregating their interests) have a substantial interest/an interest of more than 10 per cent. of the voting or equity capital or the equivalent (and "member of the Wider Netalogue Group" shall be construed accordingly)

In this announcement:

(a) the expressions 'subsidiary'', 'subsidiary undertaking', 'associated undertaking' and 'undertaking' have the meanings given by the Companies Act;

(b) references to time are to UK time.

Zeitenwende! 3 Uranaktien vor der Neubewertung

Ende Mai leitete US-Präsident Donald Trump mit der Unterzeichnung mehrerer Dekrete eine weitreichende Wende in der amerikanischen Energiepolitik ein. Im Fokus: der beschleunigte Ausbau der Kernenergie.

Mit einem umfassenden Maßnahmenpaket sollen Genehmigungsprozesse reformiert, kleinere Reaktoren gefördert und der Anteil von Atomstrom in den USA massiv gesteigert werden. Auslöser ist der explodierende Energiebedarf durch KI-Rechenzentren, der eine stabile, CO₂-arme Grundlastversorgung zwingend notwendig macht.

In unserem kostenlosen Spezialreport erfahren Sie, welche 3 Unternehmen jetzt im Zentrum dieser energiepolitischen Neuausrichtung stehen, und wer vom kommenden Boom der Nuklearindustrie besonders profitieren könnte.

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