Inform Information Systems, Ltd (IISL) reached agreement on the terms and conditions of a recommended cash offer to acquire Universe Group plc (AIM:UNG) for £31.3 million on November 23, 2021. Offer price is £0.12 per share. The financing will comprise incremental debt financing to be provided under the First Lien Credit and Guaranty Agreement. The transaction is subject to Universe Group board and shareholders' approval, third party clearances, court approval, No material transactions, claims or changes in the conduct of the business of the Wider Universe Group, No material transactions, claims or changes in the conduct of the business of the Wider Universe Group, Anti-corruption, sanctions and criminal property. As of November 23, 2021, Board of Directors of Universe Group unanimously approved the transaction. IISL has received irrevocable undertakings and letters of intent from Universe Shareholders in respect of a total of 138,658,662 Universe Shares representing, in aggregate, approximately 51.20% of the issued ordinary share capital of Universe. IISL has received irrevocable undertakings from each of the Universe Directors who hold interests in Universe Shares, in respect of a total of 25,786,686 Universe Shares, representing approximately 9.8%. Universe Directors who gave revocable undertaking include Andrew Blazye, Neil Radley, Malcolm Coster, Ivan Brooks and Adrian Wilding. Harwood Capital LLP has provided an irrevocable undertaking in respect of 44,531,850 Universe Shares, representing, in aggregate, approximately 17.06%. Downing LLP has provided an irrevocable undertaking in respect of 44,058,131 Universe Shares, representing, in aggregate 16.88%. Ennismore Fund Management Limited has provided a letter of intent to vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution(s) to be proposed at the General Meeting in respect of 19,281,995 Universe Shares, representing, in aggregate, approximately 7.39%. As on January 4, 2022, The board of Universe is pleased to announce that, at the Court Meeting and General Meeting, the shareholders of Universe approved by the requisite majorities all of the resolutions proposed at each of the meetings in respect of the Acquisition. Completion of the Acquisition remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions as set out in Part III of the Scheme Document, including the sanction of the Scheme by the Court. The date of the Court hearing to sanction the Scheme is expected to be January 14, 2022. As of January 14, 2022, the Court has made an order sanctioning the Scheme.

Offer period started on November 23, 2021. Transaction is expected to be effective in early 2022. The long stop date is February 28, 2021. The scheme is expected to be effective on January 19, 2022. It is expected that dealings in Universe Ordinary Shares on AIM will be suspended on January 19, 2022. Universe has applied to the London Stock Exchange for the cancellation of admission to trading of Universe Ordinary Shares on AIM, which is expected to take effect on January 20, 2022. Andrew Raca, Maciek Szymanski and Vivian Papasotiriou of VSA Capital Limited acted as financial advisors to Inform Information and Professional Datasolutions, Inc. Henrik Persson, Seamus Fricker and Richard Chambers of finnCap Ltd acted as financial advisors for Board of Universe Group. Willkie Farr & Gallagher (UK) LLP acted as legal adviser to Inform Information Systems, Ltd and Professional Datasolutions, Inc. Eversheds Sutherland (International) LLP acted as legal adviser to Universe Group.

Inform Information Systems, Ltd (IISL) completed the acquisition of Universe Group plc (AIM:UNG) on January 19, 2022. Following the application by Universe to the London Stock Exchange, the cancellation of admission to trading of Universe Shares is expected to be effective as of on January 20, 2022.