Arqit Limited entered into an agreement to acquire Centricus Acquisition Corp. (NasdaqCM:CENH) from Centricus Heritage LLC and others in a reverse merger transaction for approximately $1 billion on May 12, 2021. Pro forma equity value of the business combination is approximately $1.4 billion, and pro forma enterprise value is approximately $1 billion. At the Share Acquisition Closing, in consideration for the purchase of Arqit's share capital, Centricus (Arqit Quantum Inc) will: 1) pay to Arqit Shareholders their Pro Rata Portion of the lower of (i) the amount (which may be zero) by which the Parent Closing Cash exceeds $500 million and (ii) $90 million (the “Cash Consideration”) (only if the relevant Arqit Shareholder has elected to receive Cash Consideration in accordance with the terms of the Business Combination Agreement); and 2) issue to the Arqit Shareholders their Pro Rata Portion of an aggregate number of Arqit Quantum ordinary shares with an aggregate value equal to $900 million less the Cash Consideration, if any (the “Exchange Shares”) (and only if the relevant Company Shareholder has elected to receive Cash Consideration in accordance with the terms of the Business Combination Agreement). Pubco will also issue 10 million shares as earnout consideration within three years. The transaction is expected to provide up to $400 million of gross proceeds to Arqit from a combination of $345 million of cash held in Centricus' trust account (assuming minimal redemption from Centricus existing shareholders), and approximately $70 million from a fully committed PIPE. Following the completion of the business combination, Arqit investors will control 64% of the newly public company. SPAC investors will hold 25%, PIPE investors will own 5%, and Heritage will retain 6%. Post-merger, Arqit will be the surviving company. The merger would result in Arqit becoming a publicly listed company on the NASDAQ Stock Market under the name Arqit Quantum Inc. Post-merger Arqit's ordinary shares and Arqit ‘s warrants will list on Nasdaq under the symbols “ARQQ” and “ARQQW,” respectively.

At the consummation of the proposed transaction, the Directors of Arqit will be David Williams, Nicholas Pointon, Carlo Calabria, Stephen Chandler, Manfredi Lefebvre d'Ovidio, Lt General VeraLinn Jamieson, Garth Ritchie and General Stephen Wilson. David Williams is expected to serve as Chief Executive Officer, David Bestwick is expected to serve as Chief Technology Officer, Nicholas Pointon is expected to serve as Chief Financial Officer, Air Vice-Marshal Peter Rochelle is expected to serve as Chief Operating Officer, Paul Feenan is expected to serve as Chief Revenue Officer, Daniel Shiu is expected to serve as Chief Cryptographer, and Patrick Willcocks is expected to serve as General Counsel and Corporate Secretary of Arqit.

The transaction is conditional upon Centricus' shareholders' approval, the termination or expiration of all required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, governmental approvals, Centricus having at least $5 million of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the Share Acquisition Closing; the Registration Statement having become effective in accordance with the provisions of the Securities Act, Centricus and Pubco having at least $150 million of cash either in or outside of the Trust Account (as defined herein), after taking into accounts payments by Centricus to Centricus public shareholders who exercise their redemption rights and any proceeds received by Pubco from the PIPE Financing and Arqit Quantum Ordinary Shares and Pubco Warrants having been approved for listing on Nasdaq. The approval of the Merger Proposal is a condition to the adoption of the Business Combination Proposal and vice versa. The proposed transaction was unanimously approved by Arqit's Board of Directors as well as Centricus' Board of Directors. Centricus' Board of Directors recommends Centricus Shareholders to vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal. As on August 2, 2021, the Registration Statement on Form F-4 has been declared effective by the SEC. The extraordinary general meeting of shareholders of Centricus is scheduled for August 31, 2021. The transaction was approved by the shareholders of Centricus on August 31, 2021. The transaction is expected to be completed by the end of the third quarter of 2021. As of July 29, 2021, the transaction is expected to close in the second half of the calendar year 2021. As on September 1, 2021, the transaction is expected to close on or about September 3, 2021.

Deutsche Bank is serving as financial advisor and capital markets advisor to Arqit and as a placement agent on the PIPE offering. J.P. Morgan is serving as financial advisor to Centricus in connection with the business combination and as a placement agent on the PIPE offering. Daniel Turgel, Elliott Smith, Monica Holden, Colin Diamond, Sang Ji, Victoria Rosamond, Henrik Patel, Maia Gez, Will Smith, Philip Trillmich, Nicholas Greenacre, Marc Israel, Tim Hickman, Farhad Jalinous, Rebecca Farrington, Earl Comstock, Claudette Robertson Druehl and Dominic Ross of White & Case LLP is serving as legal advisor to Arqit Limited. David Stewart, Jeremy Green, Deborah Kirk, Catherine Drinnan, Sarah Gadd, Jonathan Parker, Jiyeon Lee-Lim, Karl Mah, and Robbie McLaren of Latham & Watkins LLP is serving as legal advisor to Centricus Acquisition Corp and Centricus Heritage LLC. Sidley Austin LLP is serving as legal advisor to the placement agents. Mark Zimkind of Continental Stock Transfer & Trust Company is the transfer agent of Centricus Acquisition. Morrow & Co., LLC acted as proxy solicitor to Centricus Acquisition Corp and was paid a fee of $37,500. Maples and Calder (Cayman) acted as legal advisor to Arqit.