Northern Bear : Tender Circulat Oct 2023

THIS CIRCULAR AND ANY ACCOMPANYING TENDER FORM AND FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you sell or have sold or otherwise transferred all of your Ordinary Shares before 1:00 p.m. on 22 November 2023, please forward this Circular (but not any personalised Form of Proxy or Tender Form) as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, no documents should be forwarded or sent in or into any Restricted Jurisdiction. If you sell or have sold or otherwise transferred part only of your holding of Ordinary Shares, you should retain this Circular and any Form of Proxy and Tender Form and consult the bank, stockbroker or other agent through whom the sale or transfer was effected.

The Tender Offer is not being made, directly or indirectly, in any Restricted Jurisdiction and neither this Circular nor the accompanying Tender Form may be distributed or sent in or into or from any Restricted Jurisdiction. Doing so may render invalid any purported tender. Any person (including, custodians, nominees and trustees) who may have a contractual or legal obligation to forward this Circular and/or the accompanying Tender Form should read paragraph 7 of Part 4 (Details of the Tender Offer) of this Circular entitled "Overseas Shareholders" before taking any action.

THIS CIRCULAR HAS NOT BEEN, AND WILL NOT BE, REVIEWED OR APPROVED BY THE FCA, THE LONDON STOCK EXCHANGE, ANY SECURITIES COMMISSION OR ANY OTHER AUTHORITY OR REGULATORY BODY. THIS CIRCULAR IS NOT A PROSPECTUS AND CANNOT BE RELIED ON FOR ANY INVESTMENT CONTRACT OR DECISION.

None of the Company, its Directors, officers, employees or advisers or their respective affiliates makes any recommendation to any Qualifying Shareholder as to whether to tender or refrain from tendering any or all of its, his or her Ordinary Shares in the Tender Offer and none of them has authorised any person to make any such recommendation. Shareholders are urged to evaluate carefully all information in this Circular and the Tender Form, consult their own investment and tax advisers and make their own decisions as to whether to tender Ordinary Shares and, if they intend to do so, the number of Ordinary Shares to tender.

Northern Bear plc

(incorporated and registered in England and Wales with company number 05780581)

Proposed return of capital of up to £3.1 million by way of tender offer for up to 5,000,000 Ordinary Shares at a fixed price of 62 pence per Ordinary Share

Notice of General Meeting

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THE TENDER OFFER IS CONDITIONAL AND WILL CLOSE AT 1:00 P.M. ON 22 NOVEMBER 2023, unless extended by means of an announcement posted on the Company's website and delivered through an RIS. Please note that: (i) the Record Date for participation in the Tender Offer is 6:00 p.m. on 22 November 2023; and (ii) the Tender Offer will only be available to Qualifying Shareholders.

Qualifying Shareholders who hold their Ordinary Shares in Certificated Form and who wish to participate in the Tender Offer should ensure that their completed Tender Forms (in respect of their Certificated shareholdings) are returned either by post or by hand, during normal business hours only, to Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds LS1 4DL, so as to be received no later than 1:00 p.m. on 22 November 2023. Qualifying Shareholders who wish to tender Ordinary Shares held in Certificated Form should also return their share certificate(s) and/or other document(s) of title in respect of the Ordinary Shares being tendered.

Qualifying Shareholders who wish to tender their Ordinary Shares held in Uncertificated Form (that is, in CREST) should not complete a Tender Form but should submit TTE Instructions electronically through CREST as described in Part 4 (Details of the Tender Offer) of this Circular.

If you have any questions about the procedure for tendering Ordinary Shares or you want help in filling in the Tender Form, please contact Link Group on [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. (London time) - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Notice of the General Meeting at which a resolution to approve the market purchases by the Company of Ordinary Shares pursuant to the Tender Offer is set out at the end of this Circular. The General Meeting will be held at 10:00 a.m. on 15 November 2023 at the Company's registered office, A1 Grainger, Prestwick Park Prestwick, Newcastle Upon Tyne, NE20 9SJ. Details of how shareholders can access the General Meeting remotely can be obtained by emailing [e-mail], however, please note that remote participation will be for information purposes only and will not be a formal part of the meeting (and those participating remotely will not be entitled to vote at the meeting).

If Shareholders have any questions or comments relating to the business of the meeting that they would like to put to the Board then they are asked to submit those questions in writing via email to [e-mail] later than 10:00 a.m. on 13 November 2023.

Proxy appointments must be received by not later than 10:00 a.m. on 13 November 2023. If you hold your Ordinary Shares in Uncertificated Form (that is, in CREST) you may appoint a proxy or proxies through the CREST electronic proxy appointment service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of General Meeting set out at the end of this Circular). Proxies submitted via CREST must be received by the Company's agent (ID RA10) by not later than 10:00 a.m. on 13 November 2023. Should you wish to vote using a hard copy Form of Proxy please contact the Company's Registrars, Link Group, on 0371 664 0300 or, if calling from overseas, on [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9:00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. To be valid, the Form of Proxy must be completed and returned as soon as possible so as to be received by the Company's Registrars, Link Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, by not later than 10:00 a.m. on 13 November 2023.

Hybridan, Strand Hanson and Link Group, each of which is authorised and regulated in the United Kingdom by the FCA, are acting exclusively for Northern Bear and no one else in connection with the Tender Offer. Hybridan, Strand Hanson, Link Group, their respective affiliates and their respective directors, officers, employees and agents do not, and will not, regard any other person (whether or not a recipient of this Circular) as a client in relation to the Tender Offer and Hybridan, Strand Hanson, Link Group and their respective affiliates and their respective directors, officers, employees and agents are not, and will not be responsible to, anyone other than Northern Bear for providing the protections afforded to their clients, nor for providing advice, in relation to the Tender Offer, the contents of this Circular or any other matter referred to in this Circular. Hybridan's and Strand Hanson's responsibilities as the Company's broker and Nominated Adviser respectively under the AIM Rules and the AIM Rules for Nominated Advisers are owed to the London Stock Exchange and Northern Bear only and not to any other person.

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Apart from the responsibilities and liabilities, if any, which may be imposed on the Broker, the Nomad or the Receiving Agent by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither the Broker, the Nomad, the Receiving Agent nor any of their respective affiliates nor its or their respective directors, officers, employees or advisers accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this Circular, including its accuracy or completeness or for any other statement made or purported to be made by it, or on behalf of it, the Company, the Directors or any other person, in connection with the Company or the Tender Offer, and nothing in this Circular should be relied upon as a promise or representation in this respect, whether or not to the past or future. The Broker, the Nomad, the Receiving Agent and their respective affiliates and its and their respective directors, officers, employees and advisers accordingly each disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this Circular or any such statement.

In this Circular, capitalised terms have the meaning ascribed to them in Part 1 (Definitions) of this Circular.

Forward-looking Statements

This Circular may contain certain forward-looking statements with respect to the financial condition, results of operations and business of the Group and certain plans and objectives of the Board. 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 of similar meaning. These statements are based on assumptions and assessments made by the Board in light of its experience and perception of historical trends, current conditions, expected future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this document could cause actual results or developments to differ materially from those expressed in or implied by such forward-looking statements.

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 Circular. The Company assumes no obligation to update or correct the information contained in this Circular, whether as a result of new information, future events or otherwise, except to the extent legally required.

The statements contained in this Circular are made as at the date of this Circular, unless some other time is specified in relation to them, and publication of this Circular shall not give rise to any implication that there has been no change in the facts set out in this Circular since such date. Nothing contained in this Circular shall be deemed to be a forecast, projection or estimate of the future financial performance of the Group except where expressly stated.

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		CONTENTS
Section	Page
Expected Timetable	5
Part 1. Definitions and interpretation	6
Part 2.	Letter from the Board	11
Part 3.	Risk Factors	16
Part 4.	Details of the Tender Offer	18
Part 5.	Other Relevant Information	29
Notice of General Meeting	33

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Expected Timetable

Each of the times and dates in the table below is indicative only and may be subject to change by Northern Bear, in which event details of the new times and dates will be notified to Shareholders by announcement through an RIS.

Action	Date
Announcement and open of the Tender Offer	23 October 2023
and issue of the Circular
Latest time and date of receipt of Forms of Proxy	10:00 a.m. on 13 November 2023
for the General Meeting
General Meeting	10:00 a.m. on 15 November 2023
Announcement of results of General Meeting	15 November 2023
Latest time and date for receipt of Tender Forms and	1:00 p.m. on 22 November 2023
share certificates or other documents of title for
tendered Certificated Ordinary Shares
(i.e. close of the Tender Offer)
Latest time and date for settlement of TTE	1:00 p.m. on 22 November 2023
Instructions for tendered Uncertificated
Ordinary Shares (i.e. close of the Tender Offer)
Record Date for the Tender Offer	6:00 p.m. on 22 November 2023
Announcement of the results of the Tender Offer	29 November 2023
Settlement Date for the Tender Offer and	8 December 2023
purchase of Ordinary Shares under the Tender Offer
CREST accounts credited for revised	8 December 2023
Uncertificated shareholdings of Ordinary Shares
(in the case of unsuccessful tenders for entire
holdings of Ordinary Shares)
CREST accounts credited in respect of	8 December 2023
Tender Offer proceeds for Uncertificated
Ordinary Shares
Cheques despatched in respect of Tender Offer	8 December 2023
proceeds for Certificated Ordinary Shares
Return of share certificates in respect of	8 December 2023
unsuccessful tenders of Certificated Ordinary Shares
Despatch of balance share certificates in	8 December 2023
respect of unsold Ordinary Shares in Certificated Form

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Part 1. Definitions and interpretation

In this Circular and accompanying Tender Form, unless the context otherwise requires, the following definitions and rules of interpretation shall apply:

1.	Definitions:
	AIM	means the market of that name (and formerly known as the
		Alternative Investment Market) which is operated by the
		London Stock Exchange.
	AIM Rules	means the AIM Rules for Companies published by the London
		Stock Exchange (as amended, restated or replaced from time to
		time).
	Articles	means the Company's articles of association (as in force for
		the time being).
	Board or Directors	means the Company's board of directors for the time being
		(and/or, as the context requires, any individual director or
		committee of the directors to whom the Board has delegated
		any of its functions in accordance with the Articles).
	Broker or Hybridan	means Hybridan LLP (as corporate broker to the Company).
	Business Day	means any day (other than a Saturday, Sunday or public
		holiday in England) on which banks in the City of London are
		generally open for transactional business.
	CA 2006	means the Companies Act 2006.
	Certificated	means, in respect of any Ordinary Shares, that they are
		recorded in the Register as not being in Uncertificated Form
		(and reference to in Certificated Form or similar expression
		shall be construed accordingly).
	Circular	means this document (including, all of its sections, parts and
		annexures).
	Company or Northern Bear	means Northern Bear plc (incorporated and registered in
		England and Wales with company number 05780581).
	CREST	means the relevant system (as defined in the CREST
		Regulations) for paperless settlement of share transfers and
		the holding of shares in uncertificated form which is
		administered by Euroclear.
	CREST Manual	means the compendium of documents entitled	CREST
		Manual issued by Euroclear from time to time and comprising
		the CREST Reference Manual, the CREST Central
		Counterparty Service Manual, the CREST	International
		Manual, the CREST Rules, CCSS Operations Manual and the
		CREST Glossary of Terms.
	CREST Member	means a person who has been admitted	by	Euroclear
		as a system-member (as defined in the CREST Regulations).
	CREST Participant	means a person who is, in relation to CREST, a system-participant
		(as defined in the CREST Regulations).
	CREST Regulations	means the Uncertificated Securities Regulations 2001 (SI 2001 No.
		3755).

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CREST Rules	means the rules from time to time issued by Euroclear governing the
	admission of securities to and the operation of the CREST UK
	System.
CREST Sponsor	means a CREST Participant admitted to CREST as a CREST
	sponsor, being a sponsoring system-participant (as defined in the
	CREST Regulations).
CREST Sponsored Member	means a CREST Member admitted to CREST as a sponsored
	member.
CREST UK System	means the facilities and procedures of the relevant systems of
	which Euroclear is the approved operator pursuant to the
	CREST Regulations.
Current Issued Ordinary Shares	means the Issued Share Capital as at the Latest Practicable Date,
	being 18,725,276 Ordinary Shares (excluding the 292,040 Ordinary
	Shares held in treasury).
Euroclear	means Euroclear UK & International Limited.
Existing Buyback Authority	the existing general authority to purchase up to 936,263 Ordinary
	Shares (representing 5 per cent of the Current Issued Ordinary
	Shares) granted to the Company by the Shareholders by a special
	resolution passed at the annual general meeting of the Company
	held on 12 September 2023.
FCA	means the Financial Conduct Authority of the UK.
Form of Proxy	means the form of proxy relating to the General Meeting which
	accompanies this Circular.
FSMA	means the Financial Services and Markets Act 2000.
General Meeting	means the general meeting of the Company to be held at the
	Company's registered office, A1 Grainger, Prestwick Park Prestwick,
	Newcastle Upon Tyne, NE20 9SJ at 10:00 a.m. on 15 November
	2023 (and includes any adjournment of it).
Group	means the Company and each of its subsidiary undertakings.
Independent Directors	means the Directors excluding:
	(a) Jeff Matthew Baryshnik;
	(b) Thomas Edward Hayes; and
	(c) Keith Soulsby.
	(Jeff Matthew Baryshnik, Thomas Edward Hayes and Keith Soulsby
	being Directors and Shareholders who have provided irrevocable
	undertakings in respect of their participation in the Tender Offer).
Issued Share Capital	means the Company's issued ordinary share capital from time to
	time (excluding any treasury shares).
ITA 2007	means the Income Tax Act 2007.
Latest Practicable Date	means 20 October 2023, being the latest practicable date prior to
	the publication of this Circular.
London Stock Exchange	means London Stock Exchange plc.
Member Account ID	means the identification code or number attached to any
	member account in CREST.

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Nomad or Strand Hanson	means Strand Hanson Limited (as Nominated Adviser to the
	Company).
Notice of General Meeting	the notice of the General Meeting forming part of, and appended to,
	this Circular (and includes any notice of any adjournment of that
	meeting).
Ordinary Shares	means ordinary shares of £0.01 each in the capital of the Company.
Overseas Shareholders	means Shareholders who are citizens or nationals of, or resident in,
	jurisdictions outside the United Kingdom
Participant ID	means the identification code or membership number used in
	CREST to identify a particular CREST Member or other CREST
	Participant.
PDMR	means any person discharging managerial responsibilities within the
	Company and/or its Group for the purposes of UK MAR.
Qualifying Ordinary Shares	means, in respect of a Qualifying Shareholder, all those Ordinary
	Shares held by them at the Record Date.
Qualifying Shareholders	means the Shareholders who are entitled to participate in the Tender
	Offer, being those such persons who are on the Register on the
	Record Date and who are not subject to the securities laws of a
	Restricted Jurisdiction.
Receiving Agent or Registrar
or Link Group	means Link Market Services Limited.
Record Date	means 6:00 p.m. on the Tender Deadline Date.
Register	means the Company's register of members.
Restricted Jurisdictions	means each and any of Australia, Canada, Japan, New Zealand,
	the USA, Singapore, the Republic of South Africa and any other
	jurisdiction where the mailing of this Circular into or inside or from
	such jurisdiction would breach any applicable law, legislation or other
	regulations.
RIS	means a Regulatory Information Service for the purposes of FSMA.
Rule 9	has the meaning given in paragraph 6 of Part 3 (Risk Factors) of this
	Circular.
Sanctions	has the meaning given in paragraph 2.17 of Part 4 (Details of the
	Tender Offer) of this Circular.
Settlement Date	means the date notified by the Receiving Agent to the Company and
	the relevant tendering Qualifying Shareholders by which: (i) the
	tendered Ordinary Shares under the Tender Offer shall be purchased
	by the Company; and (ii) the consideration for Ordinary Shares
	tendered under the Tender Offer will be settled and discharged by
	payment to the Receiving Agent as nominee for those tendering
	Qualifying Shareholders in accordance with paragraph 6 of Part 4
	(Details of the Tender Offer) of this Circular, which date must be not
	less than five (5) Business Days following the date on which the
	results of the Tender Offer are announced via an RIS.

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Share Plans	means the share option plans established by the Company (or a
	member of its Group) for the benefit of its officers and/or employees
	prior to or on the Latest Practicable Date and which remain
	outstanding and in force at that date.
Shareholders	means those persons who are holders or Ordinary Shares.
Tender Cap	means 5,000,000 (five million) Ordinary Shares.
Takeover Code	means the City Code on Takeovers and Mergers (as amended,
	restated or replaced from time to time).
Tender Conditions	has the meaning given in paragraph 2.1 of Part 4 (Details of the
	Tender Offer) of this Circular.
Tender Deadline Date	means 22 November 2023 (or such later date as the Company or
	the Receiving Agent, acting with the Company's consent, may notify
	as being the date on which the Tender Offer closes by way of an
	announcement via an RIS and/or the Company's website).
Tender Form	means the tender form which accompanies this Circular and is for
	use by those Qualifying Shareholders who wish to tender all or some
	of their Ordinary Shares and who hold those Ordinary Shares in
	Certificated Form.
Tender Offer	means the invitation by the Company (acting via its agent, the
	Receiving Agent) to Qualifying Shareholders to tender their Ordinary
	Shares for purchase by the Company (acting via is agent, the
	Receiving Agent) on and subject to the terms and conditions set out
	in this Circular and, in the case of Certificated Ordinary Shares only,
	the Tender Form.
Tender Offer Resolution	means the ordinary resolution to be proposed at the General Meeting
	to implement the Tender Offer by authorising the proposed purchase
	by the Company of Ordinary Shares pursuant to it (in the form set out
	in the Notice of General Meeting).
Tender Price	means 62 pence (£0.62) per Ordinary Share.
TFE Instruction	means a transfer from escrow instruction (as defined in the CREST
	Manual).
TTE Instruction	means a transfer to escrow instruction (as defined in the CREST
	Manual).
UK MAR	means the retained EU law version of the Market Abuse Regulation
	(596/2014) (MAR) that has applied in the UK from the end of the
	Brexit transition period (that is, 11:00 pm on 31 December 2020).
Uncertificated	means, in respect of any Ordinary Shares, that they are recorded on
	the Register as being held in CREST in uncertificated form such that
	the title to them is capable of being transferred by means of CREST
	under the CREST Regulations (and reference to in Uncertificated
	Form or similar expression shall be construed accordingly).
United Kingdom or UK	means the United Kingdom or Great Britain and Northern Ireland.
United States or USA	means the United States of America, its territories and possessions,
	any state of the United States of America, the District of Columbia
	and all other areas subject to its jurisdiction.

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2. Rules of interpretation:

1. A reference to:
2. 1. a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the CA 2006; and reference to a parent undertaking or a subsidiary undertaking means a parent undertaking or a subsidiary undertaking (as the case may be) as defined in section 1162 of the CA 2006;
   2. a statute, enactment, statutory provision, EU directive, other primary legislation or regulation, code or guideline having legal effect (legislation) shall include all subordinate legislation made under that legislation; in each case, as such legislation or subordinate legislation is amended, extended or re-enacted from time to time;
   3. any stated time of day, is to London time; and
   4. one gender shall include a reference to any other genders.
3. Any words following the terms including, include, in particular, for example (or any similar expression) shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. Similarly, where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
4. Words in the singular shall include the plural and in the plural shall include the singular.

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