Morses Club : Circular - proposed cancellation of admission of Ordinary Shares to trading on AIM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or as to the action you should take, you are recommended to seek advice from your solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, by another appropriately authorised independent financial adviser.

If you sell or transfer or have sold or transferred all of your Ordinary Shares, please forward this Document as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through or to whom the sale or transfer was effected for onward transmission to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Ordinary Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected as to the action you should take.

The release, publication or distribution of this Document in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Document comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction.

MORSES CLUB PLC

Incorporated in England and Wales with registered number 06793980

Proposed Cancellation of admission of Ordinary Shares to trading on AIM

Re-Registration as a Private Limited Company

Adoption of New Articles of Association

and

Notice of General Meeting

The Directors, whose names appear in Part I of this Document, accept responsibility, collectively and individually, for the information contained in this Document. To the best of the knowledge and belief of each of the Directors (who have all taken reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and does not omit anything likely to affect the import of such information.

This Document should be read in its entirety. Your attention is drawn to the letter from the Interim Chair of the Company set out in Part I of this Document which includes a recommendation of the Directors that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below.

A notice to convene a General Meeting of the Company, to be held at the offices of Eversheds Sutherland at Bridgewater Place, Water Lane, Leeds LS11 5DR at 10.30 a.m. on 3 February 2023 is set out in Part III of this Document.

You will not receive a hard copy form of proxy. Instead, you will be able to vote electronically using the link www.signalshares.com. You will need to log into your signal shares account or register if you have not previously done so. In order to register, you will need your investor code, which is shown on your share certificate or available from our registrar, Link Group. Proxy votes must be received no later than 10.30 am on 1 February 2023.

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may use this service and should follow the relevant instructions set out in the notes in Part III of this document. Voting electronically will not preclude Shareholders from attending

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and voting at the General Meeting should they so wish (note the comments set out in the Notice of General Meeting at the end of this Document regarding attendance at the General Meeting).

Copies of this Document will be available on the Company's website www.morsesclubplc.com/investors/key-corporate-documents.

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CONTENTS
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	4
DIRECTORS AND ADVISERS	5
DEFINITIONS	6
PART I	8
LETTER FROM THE INTERIM CHAIR OF MORSES CLUB PLC	8
PART II	16
PRINCIPAL EFFECT OF RE-REGISTRATION AND ADOPTION OF NEW ARTICLES ON
SHAREHOLDERS	16
APPENDIX A	18
PART I: THE GENERAL PRINCIPLES OF THE TAKEOVER CODE	18
PART II: DETAILED APPLICATION OF THE TAKEOVER CODE	18
PART III: NOTICE OF GENERAL MEETING OF MORSES CLUB PLC	20

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event	Time and/or date(1)(2)
Announcement of the proposed Cancellation, Re-	12 January 2023
registration and adoption of New Articles
Publication and posting of this Document	12 January 2023
Latest time for receipt of proxy votes in respect of the	10.30 a.m. 1	February 2023
General Meeting
General Meeting	10.30 a.m. 3	February 2023
Announcement of the results of the General Meeting	3	February 2023
Last day of dealings in Ordinary Shares on AIM	10 February 2023
Cancellation	13 February 2023
Re-registration as a private company	Week commencing 20 February 2023

Notes:

1. All of the times referred to in this Document refer to London time, unless otherwise stated.
2. Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service.
3. All events listed in the above timetable following the General Meeting are conditional on the passing at the General Meeting of the Resolutions.

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	DIRECTORS AND ADVISERS
Directors	Steve Curtis	Interim Chair
	Gary Marshall	Chief Executive Officer
	Graeme Campbell	Chief Financial Officer
	Sheryl Lawrence	Deputy Chair
	Peter Ward	Non-Executive Director
	Terry Baxter	Non-Executive Director
Company Secretary	David Belmont
Registered office	Building 1
	The Phoenix Centre
	1 Colliers Way
	Nottingham
	NG8 6AT
Financial Adviser	Blackdown Partners Limited
	52 Grosvenor Gardens
	London
	SW1 0AU
Nominated Adviser, Financial	Peel Hunt LLP
adviser and Broker	7th Floor
	100 Liverpool Street
	London
	England
	EC2M 2AT
Legal advisers to the Company Eversheds Sutherland (International) LLP
	Two New Bailey
	6 Stanley Street
	Manchester
	M3 5GX
Registrars	Link Group
	10th Floor
	Central Square
	29 Wellington Street
	Leeds

England

LS1 4DL

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