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 OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS DEEMED BY APPRECIATE GROUP PLC AND PAYPOINT PLC TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION NO 596/2014 (INCORPORATED INTO UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED BY VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

                                                                                                                                   7 NOVEMBER 2022

RECOMMENDED OFFER

FOR

APPRECIATE GROUP PLC ("APPRECIATE GROUP")

BY

PAYPOINT PLC ("PAYPOINT")

to be implemented by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006

Summary

Recommendation

Irrevocable undertaking and letters of intent

Dividends

Acquisition Structure, Timetable and Conditions

Commenting on the Acquisition, Nick Wiles, Chief Executive of PayPoint, said:

"The PayPoint Board believe the proposed acquisition of Appreciate Group provides a compelling opportunity to acquire a highly complementary business with well-established offerings in prepayment savings and the corporate and consumer gift card and voucher sector.

More specifically, the proposed acquisition would jointly target growth in three broad areas: prepayment saving through Park Christmas Savings to support customers with budgeting tools for Christmas and other events; an enlarged full-service offering for gifting, employee rewards and benefits to Appreciate Group's corporate clients; and an extended consumer gifting network for the Love2shop brand.

PayPoint's Board believes that Appreciate Group is an earnings enhancing acquisition that will deliver attractive returns for shareholders."

Commenting on the Acquisition, Guy Parsons, Executive Chairman of Appreciate Group, said:

"PayPoint's offer represents an attractive premium for Appreciate Group Shareholders providing an opportunity to exit the majority of their shareholdings for cash, whilst participating in the potential upside of the combined Appreciate Group and PayPoint businesses over the long-term. We believe that all three segments of the Wider Appreciate Group's business can prosper under PayPoint's ownership given PayPoint's capabilities, and that the Acquisition represents a good opportunity for all our stakeholders to benefit from both the immediate cash consideration and the potential future value creation and enhanced capabilities to Appreciate Group's consumer and corporate clients arising as a result of the combination of the businesses."  

Advisers

Jefferies is acting as financial adviser and corporate broker to PayPoint in respect of the Acquisition. Pinsent Masons LLP is acting as legal adviser to PayPoint.

Liberum is acting as lead financial adviser, nominated adviser and corporate broker to Appreciate Group.

Herax Partners is acting as joint financial adviser and Rule 3 adviser to Appreciate Group.

Addleshaw Goddard LLP is acting as legal adviser to Appreciate Group.

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices. The Acquisition will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 to this Announcement contains the sources of information and bases of calculations of certain information contained in this Announcement. Appendix 3 contains a summary of the irrevocable undertakings and the letter of intent received in relation to the Acquisition. Appendix 4 contains definitions of certain expressions used in this summary and in this Announcement.

This announcement is being made on behalf of PayPoint plc by Steve O'Neill, Corporate Affairs and Marketing Director of PayPoint plc.

Enquiries:

PayPoint

Nick Wiles, Chief Executive                                                                          Tel: 07442 968960              

Alan Dale, Finance Director                                                                          Tel: 07778 043962

Steve O'Neill, Corporate Affairs and Marketing Director                               Tel: 07919 488066

Jefferies International Limited (Financial adviser and corporate broker to PayPoint)

Simon Hardy                                                                                               Tel: 020 7029 8000

James Thomlinson

William Brown

FGS Global (Public relations adviser to PayPoint)

Rollo Head                                                                                                  Tel: 0207 251 3801

James Thompson

Appreciate Group

Guy Parsons, Executive Chairman                                                             Tel: 020 3128 8193

Julian Coghlan, Interim Chief Executive Officer

Liberum Capital Limited (Lead financial adviser, nominated adviser and corporate broker to Appreciate Group)

Richard Crawley                                                                                          Tel: 020 3100 2000

Mark Harrison

Jamie Richards

Ben Cryer

Nikhil Varghese

Herax Partners LLP (Joint financial adviser and Rule 3 adviser to Appreciate Group)

Angus MacPherson                                                                                    Tel: 020 7399 1682

Giuseppe Leonello

MHP Communications (Public relations adviser to Appreciate Group)

Reg Hoare                                                                                                  Tel: 020 3128 8193

Katie Hunt                                                                                                   [email protected]

Charles Hirst

Important notices

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser and corporate broker to PayPoint and no one else in connection with the Acquisition or any matters referred to in this Announcement. In connection with such matters, Jefferies, its affiliates and its or their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than PayPoint for providing the protections afforded to their clients or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to in this Announcement or owe or accept any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person other than PayPoint in connection with the matters referred to in this Announcement, or otherwise.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as lead financial adviser, nominated adviser and corporate broker to Appreciate Group and for no one else in connection with the Acquisition or any matters referred to in this Announcement and will not be responsible to anyone other than Appreciate Group for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement. Neither Liberum nor any of its affiliates, respective directors, officers, employees and agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Liberum in connection with the matters referred to in this Announcement, or otherwise.

Herax Partners LLP ("Herax Partners"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as joint financial adviser and Rule 3 Adviser to Appreciate Group and for no one else in connection with the Acquisition or any matters referred to in this Announcement and will not be responsible to anyone other than Appreciate Group for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement. Neither Herax Partners nor any of its affiliates, respective directors, officers, employees and agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Herax Partners in connection with the matters referred to in this Announcement, or otherwise.

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or a solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, invitation, solicitation, purchase, sale, issuance or exchange is unlawful. The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the offer document containing any Takeover Offer) and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the resolution proposed in connection with the Acquisition. Any approval, decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the offer document containing any Takeover Offer).

This Announcement does not constitute a prospectus or prospectus equivalent document. The New PayPoint Shares to be issued pursuant to the Acquisition are not being offered to the public by means of this Announcement.

This Announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law, the Takeover Code, the AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and 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 of jurisdictions outside the United Kingdom. Nothing in this Announcement should be relied on for any other purpose.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and the release of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.

Appreciate Group and PayPoint urge Appreciate Group Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition, the New PayPoint Shares and the PayPoint Group.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions and therefore persons into whose possession this Announcement comes who are subject to the laws and/or regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any such applicable restrictions in their jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom to vote their Appreciate Group Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Further details in relation to the Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by PayPoint or required by the Takeover Code, and permitted by applicable law and regulation, the New PayPoint Shares to be issued pursuant to the Acquisition to Appreciate Group Shareholders will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such means from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. If the Acquisition is implemented by Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction) and the Takeover Offer will not be capable of acceptance by any such use, means instrumentality or facilities or from or within any Restricted Jurisdiction.

The availability of the New PayPoint Shares to Appreciate Group Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Additional information for US investors

Appreciate Group Shareholders in the United States should note that the Acquisition relates to the securities of a company incorporated in England and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the Takeover Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules. If, in the future, PayPoint exercises the right to implement the Acquisition by way of a Takeover Offer in accordance with the terms of the Co-operation Agreement and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act.

Appreciate Group's financial statements, and all financial information that is included in this Announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been or will be prepared in accordance with IFRS and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

The receipt of cash and shares pursuant to the Acquisition by a US holder as consideration for the transfer of its Appreciate Group Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Appreciate Group Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US holders to enforce their rights and claims arising out of US federal securities laws, since PayPoint and Appreciate Group are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Neither the Securities Exchange Commission nor any securities commission of any state of the United States has approved the transaction, passed upon the fairness of the transaction or passed upon the adequacy or accuracy of this summary of this Announcement. Any representation to the contrary is a criminal offence in the United States.

If PayPoint were to elect to implement the Acquisition by means of a Takeover Offer, in accordance with normal practice in the UK and consistent with Rule 14e-5(b) of the US Exchange Act, PayPoint, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Appreciate Group outside the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Notes regarding New PayPoint Shares

The New PayPoint Shares to be issued pursuant to the Scheme have not been and will not be registered under the relevant securities laws of Japan and the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada. No prospectus in relation to the New PayPoint Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission. Accordingly, the New PayPoint Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly in or into a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of relevant laws of, or require registration thereof in, such jurisdiction (except pursuant to an exemption, if available, from any applicable registration requirements or otherwise in compliance with all applicable laws).

The New PayPoint Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. It is expected that the New PayPoint Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act of 1933 (as amended) provided by Section 3(a)(10) thereof.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by PayPoint or Appreciate Group contain statements about PayPoint and/or Appreciate Group that are or may be deemed to be "forward-looking statements". All statements other than statements of historical facts included in this Announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "hopes" "projects", "continue", "schedule" or words or terms of similar substance or the negative thereof, are forward-looking statements. 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 PayPoint's or Appreciate Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on PayPoint's or Appreciate Group's business.

These forward-looking statements are not guarantees of future performance. By their nature, such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely. These factors include, but are not limited to, the satisfaction of the conditions to the Acquisition, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and exchange rates, the outcome of any litigation. For a discussion of important factors which could cause actual results to differ from forward-looking statements: (i) in relation to the Wider Appreciate Group, refer to the annual report for Appreciate Group for the financial year ended 31 March 2022; and (ii) in relation to the PayPoint Group, refer to the annual report for PayPoint for the financial year ended 31 March 2022. Neither PayPoint or Appreciate Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. Due to such uncertainties and risks, readers 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 PayPoint or Appreciate Group or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. PayPoint and Appreciate Group disclaim any obligation to update any forward-looking or other statements contained in this Announcement, except as required by applicable law.

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 Appreciate Group or PayPoint for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Appreciate Group or PayPoint respectively.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 Takeover 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 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than 3.30 p.m. (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 of the Takeover Code.

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 of the Takeover Code).

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 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.

Right to switch to a Takeover Offer

PayPoint reserves the right to elect, subject to the terms of the Co-operation Agreement and with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Appreciate Group as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if PayPoint so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Part B of Appendix 1 to this Announcement.

Publication of this Announcement on website

A copy of this Announcement and the documents required to be published pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Appreciate Group's website at www.appreciategroup.co.uk/investors and on PayPoint's website at corporate.paypoint.com by no later than 12:00 p.m. on the Business Day following this Announcement.

For the avoidance of doubt, the contents of this website and any websites accessible from hyperlinks on this website are not incorporated into and do not form part of this Announcement.

Information relating to Appreciate Group Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Appreciate Group Shareholders, persons with information rights and other relevant persons for the receipt of communications from Appreciate Group may be provided to PayPoint during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Right to receive documents in hard copy form

Any person entitled to receive a copy of documents, announcements and information relating to the Acquisition is entitled to receive such documents in hard copy form free of charge. A person may also request that all future documents, announcements and information in relation to the Acquisition are sent to them in hard copy form. Hard copies of such documents, announcements (including this Announcement), and information will not be sent unless requested.

In accordance with Rule 30.3 of the Takeover Code, Appreciate Group Shareholders, persons with information rights and participants in Appreciate Group Share Plans may request a hard copy of this Announcement by contacting Appreciate Group's registrars, Computershare Investor Services PLC ("Computershare") during business hours on +44 (0)370 707 1226 or in writing at The Pavilions, Bridgwater Road, Bristol BS99 6ZY. Calls are charged at the standard geographical 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. to 5.30 p.m. (London time), Monday to Friday (except public holidays in England and Wales). Please note that Computershare cannot provide any financial, legal or tax advice.  Calls may be recorded and monitored for security and training purposes. 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. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9

For the purposes of Rule 2.9 of the Takeover Code, Appreciate Group confirms that, as at the Latest Practicable Date, it had in issue 186,347,228 ordinary shares of 2 pence each. The International Securities Identification Number ("ISIN") number of the ordinary shares is GB0006710643.

For the purposes of Rule 2.9 of the Takeover Code, PayPoint confirms that, as at the Latest Practicable Date, it had in issue 68,981,053 ordinary shares of 1/3 pence each. The ISIN number of the ordinary shares is GB00B02QND93.

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 OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS DEEMED BY APPRECIATE GROUP PLC AND PAYPOINT PLC TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION NO 596/2014 (INCORPORATED INTO UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED BY VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

7 NOVEMBER 2022

RECOMMENDED OFFER

FOR

APPRECIATE GROUP PLC ("APPRECIATE GROUP")

BY

PAYPOINT PLC ("PAYPOINT")

to be implemented by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006

1.            Introduction

The boards of directors of PayPoint and Appreciate Group are pleased to announce that they have reached agreement on the terms of a recommended offer pursuant to which PayPoint will acquire the entire issued and to be issued share capital of Appreciate Group (the "Acquisition"). The Acquisition is intended to be implemented by means of a Court-sanctioned scheme of arrangement between Appreciate Group and relevant Appreciate Group Shareholders under Part 26 of the Companies Act 2006.

2.            The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to be set out in the Scheme Document, Appreciate Group Shareholders will be entitled to receive:

Each Appreciate Group Shareholder will also be entitled to receive and retain a dividend of up to 0.8 pence per Appreciate Group Share which is declared by the board of Appreciate Group and paid in respect of the six-month period ended 30 September 2022.

Based on the Closing Price of a PayPoint Share of 580 pence on 4 November 2022, being the last Business Day prior to the date of this Announcement (the "Latest Practicable Date"), the Acquisition values each Appreciate Group Share at 44 pence and the entire issued and to be issued ordinary share capital of

The Acquisition, based on the price of 580 pence per PayPoint Share on the Latest Practicable Date, implies an enterprise value multiple of approximately 6.2x Appreciate Group's Adjusted EBITDA for the year ended 31 March 2022.

Immediately following completion of the Acquisition, existing PayPoint Shareholders will hold approximately 95 per cent. and Appreciate Group Shareholders will hold approximately 5 per cent. of the enlarged issued share capital of PayPoint.

The New PayPoint Shares will be issued credited as fully paid and will rank pari passu in all respects with the PayPoint Shares in issue at the time the New PayPoint Shares are issued pursuant to the Acquisition, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date falling after the Effective Date. Applications will be made to the FCA for the New PayPoint Shares to be issued to Appreciate Group Shareholders under the Scheme to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New PayPoint Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities.

Dividends

Each Appreciate Group Shareholder will be entitled to receive and retain a dividend of up to 0.8 pence per Appreciate Group Share which is declared by the board of Appreciate Group and paid in respect of the six-month period ended 30 September 2022 (the "Permitted Dividend"). The Permitted Dividend will be paid to Appreciate Group Shareholders without any reduction in the consideration payable under the terms of the Acquisition. It is anticipated that the Permitted Dividend would be declared and have a record date before the Effective Date and paid to those Appreciate Group Shareholders who are on Appreciate Group's register of members on a date which is on or prior to the Effective Date

If any other dividend or other distribution is authorised, declared, made or paid in respect of Appreciate Group Shares on or after the date of this Announcement and before the Effective Date (other than, or in excess of, the Permitted Dividend), PayPoint reserves the right to reduce the consideration payable under the terms of the Acquisition by an amount up to the amount of such dividend or other distribution, in which case eligible Appreciate Group Shareholders will be entitled to receive or retain such dividend or other distribution.

Expected Timetable

It is expected that the Scheme Document will be published within 28 days of this Announcement (or such later date as Appreciate Group and PayPoint may, with the consent of the Panel, agree). Subject to the satisfaction of the Conditions and the further terms set out in Appendix 1 to this Announcement, the Scheme is expected to become Effective in the first half of 2023.

3.            Background to and reasons for the Acquisition

Background

The PayPoint Board believe the proposed acquisition of Appreciate Group provides an opportunity to acquire a complementary business with well-established go-to-market offerings in the gift card and voucher sector. Appreciate Group has a well-established technology platform, more than 400,000 customers, a network of popular brand partners and significant headroom for growth across the UK consumer and corporate gifting, prepayment reward and incentivisation markets. Appreciate Group will enable PayPoint to expand its reach, strengthen its proposition and open up growth, whilst also delivering attractive returns for shareholders.

The combination of PayPoint and Appreciate Group creates an opportunity to jointly grow a currently small market share in three key areas: prepayment savings through Park Christmas Savings to support consumers with budgeting tools for Christmas and other events; a full-service solution for gifting, corporate employee rewards, recognition and incentive solutions through Appreciate Business Services and the further growth and development of the Love2shop product and highstreetvouchers.com channel.

Rationale for the Acquisition

In summary, the PayPoint Board believes the proposed acquisition will:

(i)            Broaden the universe that PayPoint serves and strengthens the client and retailer proposition

The PayPoint Board believes the proposed acquisition will strengthen and leverage PayPoint's Digital Payments offering in its Payments & Banking division and further enhance the retail partner proposition in its Shopping division.

Within the Payments & Banking division, Appreciate Business Services adds Appreciate Group's strong capability in pre-paid reward, gifting and incentivisation solutions and opens up a range of growth opportunities to PayPoint. The PayPoint Board believes there is a strong opportunity to expand Appreciate Group's B2B and B2C corporate gifting and rewards solutions to its extensive PayPoint and Collect+ client bases, as well as develop them further through building white-label gifting and rewards solutions for corporates in the public and private sector and by opening up the i-movo secure digital vouchering platform as an additional redemption channel for clients. In addition, PayPoint will be able to leverage its well-established channel-agnostic payments platform to take on and optimise Appreciate Group's existing digital payments infrastructure, as well as creating the reciprocal opportunity to cross-sell PayPoint digital payments solutions into the Appreciate Group client base. The PayPoint Board believes there is a further opportunity to leverage its relationships and presence in the UK convenience sector to expand the reach of Love2shop cards, e-codes and vouchers into larger multiple retailers and within PayPoint's extensive retail network of over 28,000 locations.

Within the Shopping division, Park Christmas Savings will enable PayPoint to further enhance its expanded retailer partner proposition and to support expected consumer budgeting behaviour during the current cost of living crisis through prepayment savings. Specifically, the Acquisition creates the opportunity to establish a third distribution channel for the Park prepayment proposition, based on PayPoint's retailer partners acting as community agents; managing groups of individual savers and expanding the geographical reach of the existing proposition through leveraging the extensive PayPoint retail network of over 28,000 stores. This new channel would be enhanced further by the creation of a linked PayPoint card enabling redemption at PayPoint's retailer network, driving spend and supporting local businesses at the heart of communities across the UK. The PayPoint Board believes there will also be opportunities to build on Park Christmas Savings' leading consumer pre-payment proposition by expanding the range of budgeting occasions beyond Christmas to support consumers including through the cost of living crisis e.g. an everyday proposition, and by developing the overall proposition to offer value back to consumers on redemption, aligning with other supermarket savings schemes in the market. All of this will be underpinned by the appropriate additional technology investment and the introduction of digital tools for new and existing Park agents to improve retention, recruitment and the end-to-end agent experience.

(ii)           Opens up growth in new and existing markets 

(iii)      Delivers reciprocal capabilities and operational efficiencies that are highly complementary to both businesses

The Acquisition delivers capabilities that are highly complementary to both businesses, whilst drawing on PayPoint's wide-reaching experience and track record of delivery in a continually developing marketplace. Specifically, there is a strong opportunity to apply the experience and learnings from PayPoint's own transformation journey over the past two years to unlock further value in Appreciate Group and to support their existing management team, including making further enhancements and targeted investments to enhance the Appreciate Group's technology enabled platform to deliver on the significant growth opportunities in the gifting market. The combined business of PayPoint and Appreciate Group creates a strong roster of leading consumer brands and service organisations across both client bases, increasing consumer appeal and opening up opportunities to cross-sell digital payments, consumer vouchering and gifting/reward solutions.  Similarly, the skills and experience of the Appreciate Group leadership team will bring benefits to PayPoint's business, including their well-developed consumer marketing capability that can be applied to drive new PayPoint products and consumer services. Appreciate Group's existing headquarters in Liverpool will also help establish a stronger Northern presence for PayPoint.

(iv)          Earnings enhancing and a strong financial profile

The PayPoint Board believes that the Enlarged Group is expected to have a strong financial profile increasing the diversification and growth potential of the Group's activities.  The Enlarged Group is expected to benefit from cross-selling, clear levers to drive meaningful revenue synergies[1] and to support cash generation. The strong cash flow characteristics of the PayPoint business enhanced by the contribution from Appreciate Group will continue to underpin a strong balance sheet and an unchanged capital allocation policy including ongoing investment in the combined businesses.

The Acquisition is anticipated to deliver a pre-tax return on invested capital in excess of PayPoint's weighted average cost of capital by the end of FY25. The Acquisition is also expected to be earnings enhancing in FY24.

4.            Recommendation

The Appreciate Group Directors, who have been so advised by Liberum and Herax Partners as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Appreciate Group Directors, Liberum and Herax Partners have taken into account the commercial assessments of the Appreciate Group Directors. Herax Partners is providing independent financial advice to the Appreciate Group Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Appreciate Group Directors intend to recommend unanimously that Appreciate Group Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the Resolution to be proposed at the General Meeting as they have irrevocably undertaken to do in respect of their own beneficial holdings which are under their control of, totalling, in aggregate 101,413 Appreciate Group Shares, representing approximately 0.1 per cent. of the issued ordinary share capital of Appreciate Group as at the Latest Practicable Date.

5.            Background to and reasons for the recommendation from the Appreciate Group Directors

Appreciate Group has a long-standing heritage as a profitable, innovative and growing business, having built strong market positions in its consumer and corporate businesses over many years. In 2018 Appreciate Group initiated a new strategy to accelerate the digitisation of its business and put in place a platform for future growth. A significant amount of change was implemented as a result, including simplifying and streamlining the business, moving to new offices in Liverpool and the disposal of non-core activities.

Although good progress was made in the initial stage of the Appreciate Group's transformation, it was slower than originally anticipated, a factor that was compounded by the Covid-19 pandemic which severely impacted the Appreciate Group's business principally during the first lockdown in Spring 2020.  However, the Appreciate Group bounced back from the impact of the pandemic and delivered a return to growth in FY22, driven by continued growth in its Corporate segment, whilst progress was also made in reinvigorating Park Christmas Savings.

Following the appointment of Guy Parsons as Chairman of the Board in 2022, executive board changes were implemented to lead the next stage of the Appreciate Group's growth strategy, whilst management focused on the most profitable billings and reducing costs.

As a result, whilst the Appreciate Group Directors are now confident that Appreciate Group is better positioned for renewed success and that the Appreciate Group has good prospects as an independent AIM quoted entity, they also recognise that there are significant macroeconomic headwinds which represent a greater financial risk to a small business. In addition, smaller companies are increasingly constrained by fundamental issues of share liquidity and limited research coverage.

The Appreciate Group Directors believe there is a strategic logic in becoming part of the PayPoint Group as its capabilities have the potential to enhance the offering to Appreciate Group's consumer and corporate clients, and that all three segments of the Appreciate Group's business can prosper under new ownership. This includes utilising PayPoint's financial strength to make targeted investments to enhance the Appreciate Group's technology enabled platform to deliver on and accelerate the significant growth opportunities available to it.

Furthermore, the Appreciate Group Directors believe that Appreciate Group's staff will benefit from attractive future employment opportunities across the Wider PayPoint Group. 

The Appreciate Group Directors have also consulted with certain of Appreciate Group's leading shareholders who have indicated their support for the Acquisition.

Taking the above into account, and after careful consideration of the merits of the Acquisition, the Appreciate Group Directors believe that the Acquisition represents an attractive premium relative to the standalone prospects of the Appreciate Group and balances Appreciate Group's growth prospects with the risks of the uncertain economic environment in which its business is operating.

In considering the recommendation of the Acquisition to Appreciate Group's Shareholders, the Appreciate Group Directors have given due consideration to PayPoint's intentions regarding the employees of Appreciate Group, consistent with Appreciate Group leadership's current plan.

Accordingly, following careful consideration of the above factors, the Appreciate Group Directors intend unanimously to recommend the Acquisition to Appreciate Group Shareholders.

6.            Irrevocable undertakings and letters of intent

PayPoint has received an irrevocable undertaking from those Appreciate Group Directors who are interested in Appreciate Group Shares as described in paragraph 4 above in respect of a total of 101,413 Appreciate Group Shares, representing approximately 0.1 per cent. of the issued share capital of Appreciate Group as at the Latest Practicable Date. These undertakings also contain a non-binding statement that, in the event PayPoint switches to a Takeover Offer, the Appreciate Group Directors intend to accept such offer.

PayPoint has also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting from an Appreciate Group Shareholder in respect of 18,200,000 Appreciate Group Shares, representing approximately 9.8 per cent. of Appreciate Group's issued share capital as at the Latest Practicable Date.

In addition, PayPoint has received non-binding letters of intent from Appreciate Group Shareholders to vote in favour of the Scheme at the Court Meeting and in favour of the Resolution to be proposed at the General Meeting in respect of 24,986,993 Appreciate Group Shares representing approximately 13.4 per cent. of Appreciate Group's issued share capital as at the Latest Practicable Date.

PayPoint has therefore received irrevocable undertakings and letters of intent from Appreciate Group Shareholders in respect of a total number of 43,288,406 Appreciate Group Shares representing, in aggregate, approximately 23.2 per cent. of Appreciate Group's issued share capital as at the Latest Practicable Date.

Further details of the irrevocable undertakings and the letters of intent (and the circumstances in which such arrangements will cease to be binding or otherwise fall away) are set out in Appendix 3.

7.            Information on PayPoint

PayPoint serves a diverse range of organisations from SME and convenience retailer partners to local authorities, multinational service providers and e-commerce brands. Products are split across three core business divisions:

8.            Information on Appreciate Group

Appreciate Group is one of the UK's leading financial services businesses specialising in gifting, prepayment and corporate engagement and incentivisation solutions, whether for giving, celebrating or rewarding. Its services are delivered through the Love2shop brand which provides access to a wide portfolio of brands which provide solutions for its consumer and corporate customers, with the consumer-facing brands meeting a range of prepayment and gifting needs, while its business solutions help corporate customers reward, incentivise and recognise their employees and clients.

Appreciate Group's brands include Park Christmas Savings, highstreetvouchers.com, Appreciate Business Services and Love2shop, with a strong focus on digital innovation in gifting. Park Christmas Savings is the UK's largest and longest standing family Christmas savings club, helping hundreds of thousands of families budget for Christmas on a short-term or year-round basis. The Love2shop product is available in a physical or digital format and can be spent in store or online at over 200 retail, leisure and lifestyle brands across the UK. Love2shop is also used within Appreciate Business Services, providing over 5,000 corporate customers each year with incentives and rewards for their employees and clients.

Appreciate Group Current Trading

On 20 September 2022, Appreciate Group announced in its AGM trading update that overall trading was in line with the Appreciate Group Board's expectations and that the Appreciate Group was strongly set up for its key trading period in the lead up to Christmas.  This followed a strong recovery in profitability, together with the maintenance of a solid financial position, in Appreciate Group's financial year ended 31 March 2022 (as reported in June 2022).

Appreciate Group stated that in response to the macroeconomic challenges that everyone is facing, its seasonal bias would be higher this financial year as both corporate and consumer customers reassess their spending habits and look for the best value in the run up to Christmas.

Appreciate Group also stated its focus had been on prioritising driving profitable billings within its highstreetvouchers.com business ahead of volumes, and in Appreciate Business Services' (corporate) on improving the retention levels for corporate clients while increasing the number of new clients purchasing for the first time.

The Park Christmas Savings business was trading strongly and in-line with expectations, underpinned by the highest level of agent and direct customer retention rates. The new Park Christmas Savings 2023 campaign launched in September and there is confidence that this channel can return to growth.

Twenty two new partnerships have been added to the Love2shop brand since the beginning of the financial year and fifty-three exclusive value adding offers have been sent to our customers.

Since the AGM trading update announced on 20 September 2022, the Wider Appreciate Group has continued to trade in line with the Appreciate Group Board's expectations.  The Appreciate Group Board currently intends to publish the results for Group for the six months ended 30 September 2022 on 22 November 2022.

9.       Management, employees, research and development, locations of business and pension schemes

Board, management and employees

PayPoint and Appreciate Group recognise the importance of the skills and experience of the existing management and employees of Appreciate Group. Following completion of the Acquisition, it is intended that the existing employment rights, including pension rights, of the management and employees of the Enlarged Group will be fully safeguarded. PayPoint believes that employees will benefit from greater opportunities within the Enlarged Group following the Acquisition.

Given the complementary nature of PayPoint and Appreciate Group in terms of their respective propositions to customers and the nature of customers that each business addresses, it is anticipated that there will be limited impact from completion of the Acquisition on customers, employees and retail partners. Upon the Acquisition completing, the Enlarged Group intends to move quickly to combine the existing businesses and create a combined business which harnesses the best practices and skilled teams of both companies. It is the intention of PayPoint to initiate a detailed review of the operations of both businesses to determine the most effective and efficient manner to work together. The review is expected to take at least three months following completion of the Acquisition. The review will examine the current operating and organisational structures of both businesses and provide the basis for the development of an integration programme designed to minimise any disruption to customers and employees whilst delivering the expected opportunities and benefits of the Acquisition for the Enlarged Group's stakeholders.  PayPoint's preliminary review has shown there to exist a very limited overlap of skills and roles across the two businesses. In the limited cases where these do exist, alternative opportunities to deploy this resource have already been identified. As such, there are no plans for headcount reduction across the Enlarged Group.

The Enlarged Group will draw on the talent and experience in both companies to deliver the enhanced growth strategy for the combined businesses. Following the Acquisition, PayPoint intends:

Save as noted above, PayPoint has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation arrangements with members of Appreciate Group's management and no such discussions are expected to take place prior to completion of the Acquisition.

Pensions

Defined benefit schemes

Appreciate Group currently has two defined benefit schemes, Park Food Group plc Pension Scheme and Park Group Pension Scheme. 

PayPoint intends to continue with the current management's plan with regard Appreciate Group's defined benefit schemes and to maintain existing levels of engagement with the scheme trustees.

Defined contribution schemes

PayPoint does not intend to make any material changes with regard to employer contributions into Appreciate Group's existing defined contribution pension schemes (unless required to do so in order to comply with applicable legislation).

Places of business, headquarters and other matters

Immediately following completion of the Acquisition, the Enlarged Group will continue to operate both PayPoint's offices located in Welwyn Garden City and Haydock and Appreciate Group's offices located in Birkenhead, Newcastle and Liverpool. Given that the enlarged business will be operating out of a number of different offices in the North of England, PayPoint intends to undertake a review of these offices in order to evaluate the optimal footprint with a view to establishing a central northern hub. There is no intention to reduce overall headcount as a direct result of this review.

The headquarters of the Enlarged Group will be at PayPoint's offices in Welwyn Garden City with the headquarters functions all being carried out at that location. PayPoint does not envisage any other changes with respect to the redeployment of Appreciate Group's existing material fixed assets.

Appreciate Group does not have a research and development function and PayPoint has no intention to change this current approach.

Trading facilities

Appreciate Group Shares are currently admitted to trading on AIM, a market operated by the London Stock Exchange. As set out in paragraph 14 below, before the Effective Date, an application will be made to the London Stock Exchange for the cancellation of the admission to trading of Appreciate Group Shares on AIM and to de-list Appreciate Group from AIM, to take effect on the Business Day following the Effective Date. Trading in Appreciate Group Shares is expected to end at the close of business on the Business Day before the Effective Date, assuming that the Scheme has been approved at Court and by Appreciate Group Shareholders.

Other

No statements in this paragraph 9 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

10.          Appreciate Group Share Plans

The Acquisition will affect participants in the Appreciate Group Share Plans.  In summary, PayPoint and Appreciate Group have agreed that PayPoint will make appropriate proposals to the holders of options and awards under the Appreciate Group Share Plans in accordance with Rule 15 of the Takeover Code. Further details of these proposals will be included in the Scheme Document and communicated to participants in the Appreciate Group Share Plans in due course.

Options and awards which vest and are exercised prior to the Scheme Record Time will be satisfied by the allotment and issue, or transfer, of Appreciate Group Shares prior to the Scheme Record Time and those Appreciate Group Shares will be subject to the Scheme.

Under the proposed amendment to the Appreciate Group Articles described in paragraph 13 (Structure of the Acquisition), any Appreciate Group Shares issued after the Scheme Record Time in relation to the exercise of options and awards under the Appreciate Group Share Plans would be automatically transferred to PayPoint on the same terms as the Acquisition (other than terms as to timings and formalities).

11.          Financing

PayPoint has entered into an amendment to its existing unsecured loan facility arrangements with effect from 7 November 2022 (the "Amended Facility Agreement"), pursuant to which an additional term credit facility is being made available to PayPoint which, together with part of its existing revolving credit facility, will be used to finance the cash payable to Appreciate Group Shareholders under the terms of the Acquisition. Further details in respect of the Amended Facility Agreement and these financing arrangements will be included in the Scheme Document.

Jefferies, in its capacity as financial adviser to PayPoint, is satisfied that sufficient cash resources are available to PayPoint to enable it to satisfy in full the cash consideration payable to Appreciate Group Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

12.          Offer-related arrangements

Co-operation Agreement

PayPoint and Appreciate Group have entered into a co-operation agreement on 7 November 2022 (the "Co-operation Agreement") pursuant to which (among other things): (i) PayPoint and Appreciate Group have entered into commitments in relation to obtaining regulatory approvals; (ii) PayPoint has agreed to provide Appreciate Group with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (iii) PayPoint and Appreciate Group have agreed to certain provisions if the Scheme should switch to a Takeover Offer; and (iv) PayPoint and Appreciate Group have agreed certain arrangements in respect of employee-related matters and the Appreciate Group Share Plans. The Co-operation Agreement will terminate inter alia: (i) if the Acquisition is with the permission of the Panel, withdrawn, or lapses in accordance with its terms; (ii) if, prior to the Long Stop Date, any Condition has been invoked by PayPoint (whether the invocation of the relevant Condition is permitted by the Panel); (iii) upon service of a written notice by PayPoint on Appreciate Group, if the Appreciate Group Directors withdraw, adversely qualify or adversely modify their recommendation of the Acquisition; (iv) unless otherwise agreed by Appreciate Group and PayPoint in writing, if the Scheme does not become Effective in accordance with its terms by the Long Stop Date; (v) if the Scheme is not approved by Scheme Shareholders at the Court Meeting, the Appreciate Group Shareholders do not approve the Resolution at the General Meeting or the Court refuses to sanction the Scheme; or (vi) if agreed in writing between PayPoint and Appreciate Group.

Confidentiality Agreement

PayPoint and Appreciate Group entered into a confidentiality agreement on 1 September 2022 (the "Confidentiality Agreement") pursuant to which they both agreed to keep confidential, and to procure that certain of their respective representatives keep confidential, information relating to the other and/or to the Acquisition, to use such information solely for the agreed purposes in relation to the Acquisition and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation. These confidentiality obligations will remain in force until the earlier of: (i) two years from the date of the Confidentiality Agreement; and (ii) the Effective Date. The Confidentiality Agreement includes a customary non-solicit provision which restricts PayPoint and Appreciate Group from soliciting or employing certain employees of the other party for a period of 12 months from the date of the Confidentiality Agreement.

13.          Structure of the Acquisition

It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement between Appreciate Group and Scheme Shareholders under Part 26 of the Companies Act 2006. PayPoint reserves the right to elect, subject to the terms of the Co-operation Agreement and with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer.

The purpose of the Scheme is to provide for PayPoint to become the holder of the entire issued and to be issued share capital of Appreciate Group. This is to be achieved by the transfer of the Appreciate Group Shares to PayPoint, in consideration for which the Appreciate Group Shareholders will receive 33 pence in cash and 0.0190 New PayPoint Shares on the basis set out in paragraph 2 of this Announcement. In addition, each Appreciate Group Shareholder will also be entitled to receive and retain a dividend of up to 0.8 pence per Appreciate Group Share which is declared by the board of Appreciate Group and paid in respect of the six-month period ended 30 September 2022.

The Scheme will also be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before the Long Stop Date (or such later date as Appreciate Group and PayPoint may, with the consent of the Panel, agree and, if required, the Court may approve):

PayPoint may only invoke a Condition so as to cause the Acquisition not to proceed, lapse or be withdrawn with the consent of the Panel. Certain Conditions are not subject to this requirement. Further details are set out in Parts A and B of Appendix 1 to this Announcement.

Upon the Scheme becoming Effective, it will be binding on all Appreciate Group Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour of the resolution proposed at such meetings).

Further details of the Scheme, including an indicative timetable for its implementation, will be set out in the Scheme Document which, together with the Forms of Proxy, is expected to be dispatched to Appreciate Group Shareholders within 28 days of this Announcement. Subject to the satisfaction of the Conditions and the further terms set out in Appendix 1 to this Announcement, the Scheme is expected to become Effective in the first half of 2023.

14.          De-listing and re-registration

It is expected that dealings in Appreciate Group Shares will be suspended at 7.30 a.m. (London time) on the Effective Date. Before the Scheme becomes Effective and in accordance with the AIM Rules, it is intended that an application will be made to the London Stock Exchange for admission of the Appreciate Group Shares to trading on AIM to be cancelled on the Business Day following the Effective Date. The last day of dealings in, and for registration of transfers of, Appreciate Group Shares is therefore expected to be the Business Day before the Effective Date. No dealings in Appreciate Group Shares will be registered after this date.

On the Effective Date, share certificates in respect of Appreciate Group Shares will cease to be valid and should, if so requested by Appreciate Group, be sent to Appreciate Group for cancellation. On the Effective Date, entitlements to Appreciate Group Shares held within the CREST system will be cancelled.

It is also intended that, following the Scheme becoming Effective, Appreciate Group will be re-registered as a private company under the relevant provisions of the Companies Act 2006.

15.          Settlement and listing of, and dealings in, New PayPoint Shares

Applications will be made to the FCA for the New PayPoint Shares to be issued to Appreciate Group Shareholders under the Scheme to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New PayPoint Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities.

It is expected that Admission will become effective and that unconditional dealings in the New PayPoint Shares will commence on the London Stock Exchange, at 8.00 a.m. (London time) on the first Business Day following the date on which the Scheme becomes Effective.

Details of how Appreciate Group Shareholders can hold, access and trade in PayPoint Shares will be set out in the Scheme Document. Appreciate Group Shareholders resident in the United Kingdom will be able to hold their PayPoint Shares through any of the ways currently available to Appreciate Group Shareholders, including through an intermediary of their own choice should they wish to do so.

16.          Disclosure of Interests in Appreciate Group

As at the close of business on the Latest Practicable Date, save for the irrevocable undertakings referred to in paragraph 6 of this Announcement, neither PayPoint, nor any of its directors, nor, so far as PayPoint is aware, any person acting in concert (within the meaning of the Takeover Code) with it for the purposes of the Acquisition had:

(i)         any interest in or right to subscribe for any relevant securities of Appreciate Group; nor

(ii)       any short positions in respect of relevant securities of Appreciate Group (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; nor

(iii)      borrowed or lent any relevant securities of Appreciate Group (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code); nor

(iv)      entered into any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code.

"interests in securities" for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

"relevant securities of Appreciate Group" are Appreciate Group Shares or securities convertible or exchangeable into Appreciate Group Shares.

In the interests of secrecy prior to this Announcement, it has not been practicable for PayPoint to make enquiries of all of its concert parties in advance of the release of this Announcement. Therefore, if PayPoint becomes aware, following the making of such enquiries, that any of its concert parties have any such interests in relevant securities of Appreciate Group, all relevant details in respect of PayPoint's concert parties will be included in PayPoint's Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code which must, unless there are no such interests of which PayPoint is aware, be made on or before 12 noon (London time) on the 10th Business Day following the date of this Announcement.

17.          Overseas Shareholders

The availability of the Acquisition and the distribution of this Announcement to Appreciate Group Shareholders who are not resident in the United Kingdom may be affected by the laws and/or regulations of the relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Appreciate Group Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This Announcement does not constitute an offer for sale for any securities or an offer or an invitation to purchase any securities. Appreciate Group Shareholders are advised to read carefully the Scheme Document and Forms of Proxy once these have been dispatched.

18.          General

The Acquisition will be made subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this Announcement are set out in Appendix 2 to this Announcement. A summary of the irrevocable undertakings and the letters of intent given in relation to the Acquisition is contained in Appendix 3 to this Announcement. Certain terms used in this Announcement are defined in Appendix 4 to this Announcement.

PayPoint reserves the right to elect, subject to the terms of the Co-operation Agreement and with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Appreciate Group, as an alternative to the Scheme. In such an event, such offer will be implemented on the same terms (subject to appropriate amendments as described in Part B of Appendix 1), so far as applicable, as those which would apply to the Scheme.

If the Acquisition is effected by way of a Takeover Offer and such offer becomes or is declared unconditional in all respects and sufficient acceptances are received, PayPoint intends to make a request to the London Stock Exchange to cancel admission of the Appreciate Group Shares to trading on AIM and exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Appreciate Group Shares in respect of which the Takeover Offer has not been accepted.

The Scheme will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales. The Scheme will be subject to the applicable requirements of the Takeover Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.

Jefferies has given and not withdrawn its consent to the publication of this Announcement with the inclusion herein of the references to its name in the form and context in which it appears.

Liberum has given and not withdrawn its consent to the publication of this Announcement with the inclusion herein of the references to its name in the form and context in which it appears.

Herax Partners has given and not withdrawn its consent to the publication of this Announcement with the inclusion herein of the references to its name in the form and context in which it appears.

19.          Documents available on website

Copies of the following documents will be made available on Appreciate Group's website at www.appreciategroup.co.uk/investors and on PayPoint's website at corporate.paypoint.com by no later than 12 noon London time on the Business Day following this Announcement until the end of the Acquisition:

Copies of the documents required to be made available under Rule 26.3 of the Takeover Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Appreciate Group's website at www.appreciategroup.co.uk/Investors and on PayPoint's website at corporate.paypoint.com from the time the Scheme Document is published until the end of the Acquisition.

Advisers

Jefferies is acting as financial adviser and corporate broker to PayPoint in respect of the Acquisition.

Pinsent Masons LLP is acting as legal adviser to PayPoint.

Liberum is acting as lead financial adviser, nominated adviser and corporate broker to Appreciate Group.

Herax Partners is acting as joint financial adviser and Rule 3 adviser to Appreciate Group.

Addleshaw Goddard LLP is acting as legal adviser to Appreciate Group.

This announcement is being made on behalf of Appreciate Group by Gareth Griffiths, Company Secretary of Appreciate Group.

Enquiries:

PayPoint

Nick Wiles, Chief Executive                                                                          Tel:07442 968960               

Alan Dale, Finance Director                                                                          Tel: 07778 043962

Steve O'Neill, Corporate Affairs and Marketing Director                               Tel: 07919 488066

Jefferies International Limited (Financial adviser and corporate broker to PayPoint)

Simon Hardy                                                                                               Tel: 020 7029 8000

James Thomlinson

William Brown

FGS Global (Public relations adviser to PayPoint)

Rollo Head                                                                                                  Tel: 0207 251 3801

James Thompson

Appreciate Group

Guy Parsons, Executive Chairman                                                             Tel: 020 3128 8193

Julian Coghlan, Interim Chief Executive Officer

Liberum Capital Limited (Lead financial adviser, nominated adviser and broker to Appreciate Group)

Richard Crawley                                                                                          Tel: 020 3100 2000

Mark Harrison

Jamie Richards

Ben Cryer

Nikhil Varghese

Herax Partners LLP (Joint financial adviser and Rule 3 adviser to Appreciate Group)

Angus MacPherson                                                                                     Tel: 020 7399 1682

Giuseppe Leonello

MHP Communications (Public relations adviser to Appreciate Group)

Reg Hoare                                                                                                   Tel: 020 3128 8193

Katie Hunt                                                                                                   [email protected]

Charles Hirst

Important notices

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser and corporate broker to PayPoint and no one else in connection with the Acquisition or any matters referred to in this Announcement. In connection with such matters, Jefferies, its affiliates and its or their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than PayPoint for providing the protections afforded to their clients or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to in this Announcement or owe or accept any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person other than PayPoint in connection with the matters referred to in this Announcement, or otherwise.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as lead financial adviser, nominated adviser and corporate broker to Appreciate Group and for no one else in connection with the Acquisition or any matters referred to in this Announcement and will not be responsible to anyone other than Appreciate Group for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement. Neither Liberum nor any of its affiliates, respective directors, officers, employees and agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Liberum in connection with the matters referred to in this Announcement, or otherwise.

Herax Partners LLP ("Herax Partners"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as joint financial adviser and Rule 3 Adviser to Appreciate Group and for no one else in connection with the Acquisition or any matters referred to in this Announcement and will not be responsible to anyone other than Appreciate Group for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement. Neither Herax Partners nor any of its affiliates, respective directors, officers, employees and agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Herax Partners in connection with the matters referred to in this Announcement, or otherwise.

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or a solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, invitation, solicitation, purchase, sale, issuance or exchange is unlawful. The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the offer document containing any Takeover Offer) and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the resolution proposed in connection with the Acquisition. Any approval, decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the offer document containing any Takeover Offer).

This Announcement does not constitute a prospectus or prospectus equivalent document. The New PayPoint Shares to be issued pursuant to the Acquisition are not being offered to the public by means of this Announcement.

This Announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law, the Takeover Code, the AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and 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 of jurisdictions outside the United Kingdom. Nothing in this Announcement should be relied on for any other purpose.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and the release of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.

Appreciate Group and PayPoint urge Appreciate Group Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition, the New PayPoint Shares and the PayPoint Group.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions and therefore persons into whose possession this Announcement comes who are subject to the laws and/or regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any such applicable restrictions in their jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom to vote their Appreciate Group Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Further details in relation to the Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by PayPoint or required by the Takeover Code, and permitted by applicable law and regulation, the New PayPoint Shares to be issued pursuant to the Acquisition to Appreciate Group Shareholders will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such means from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. If the Acquisition is implemented by Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction) and the Takeover Offer will not be capable of acceptance by any such use, means instrumentality or facilities or from or within any Restricted Jurisdiction.

The availability of the New PayPoint Shares to Appreciate Group Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Additional information for US investors

Appreciate Group Shareholders in the United States should note that the Acquisition relates to the securities of a company incorporated in England and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the Takeover Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules. If, in the future, PayPoint exercises the right to implement the Acquisition by way of a Takeover Offer in accordance with the terms of the Co-operation Agreement and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act.

Appreciate Group's financial statements, and all financial information that is included in this Announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been or will be prepared in accordance with IFRS and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

The receipt of cash and shares pursuant to the Acquisition by a US holder as consideration for the transfer of its Appreciate Group Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Appreciate Group Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US holders to enforce their rights and claims arising out of US federal securities laws, since PayPoint and Appreciate Group are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

If PayPoint were to elect to implement the Acquisition by means of a Takeover Offer, in accordance with normal practice in the UK and consistent with Rule 14e-5(b) of the US Exchange Act, PayPoint, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Appreciate Group outside the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Notes regarding New PayPoint Shares

The New PayPoint Shares to be issued pursuant to the Scheme have not been and will not be registered under the relevant securities laws of Japan and the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada. No prospectus in relation to the New PayPoint Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission. Accordingly, the New PayPoint Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly in or into a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of relevant laws of, or require registration thereof in, such jurisdiction (except pursuant to an exemption, if available, from any applicable registration requirements or otherwise in compliance with all applicable laws).

The New PayPoint Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. It is expected that the New PayPoint Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act of 1933 (as amended) provided by Section 3(a)(10) thereof.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by PayPoint or Appreciate Group contain statements about PayPoint and/or Appreciate Group that are or may be deemed to be "forward-looking statements". All statements other than statements of historical facts included in this Announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "hopes" "projects", "continue", "schedule" or words or terms of similar substance or the negative thereof, are forward-looking statements. 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 PayPoint's or Appreciate Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on PayPoint's or Appreciate Group's business.

These forward-looking statements are not guarantees of future performance. By their nature, such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely. These factors include, but are not limited to, the satisfaction of the conditions to the Acquisition, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and exchange rates, the outcome of any litigation. For a discussion of important factors which could cause actual results to differ from forward-looking statements: (i) in relation to the Wider Appreciate Group, refer to the annual report for Appreciate Group for the financial year ended 31 March 2022; and (ii) in relation to the PayPoint Group, refer to the annual report for PayPoint for the financial year ended 31 March 2022. Neither PayPoint or Appreciate Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. Due to such uncertainties and risks, readers 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 PayPoint or Appreciate Group or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. PayPoint and Appreciate Group disclaim any obligation to update any forward-looking or other statements contained in this Announcement, except as required by applicable law.

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 Appreciate Group or PayPoint for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Appreciate Group or PayPoint respectively.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 Takeover 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 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than 3.30 p.m. (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 of the Takeover Code.

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 of the Takeover Code).

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 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.

Right to switch to a Takeover Offer

PayPoint reserves the right to elect, subject to the terms of the Co-operation Agreement and with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Appreciate Group as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if PayPoint so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Part B of Appendix 1 to this Announcement.

Publication of this Announcement on website

A copy of this Announcement and the documents required to be published pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Appreciate Group's website at www.appreciategroup.co.uk/investors and on PayPoint's website at corporate.paypoint.com by no later than 12:00 p.m. on the Business Day following this Announcement.

For the avoidance of doubt, the contents of this website and any websites accessible from hyperlinks on this website are not incorporated into and do not form part of this Announcement.

Information relating to Appreciate Group Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Appreciate Group Shareholders, persons with information rights and other relevant persons for the receipt of communications from Appreciate Group may be provided to PayPoint during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Right to receive documents in hard copy form

Any person entitled to receive a copy of documents, announcements and information relating to the Acquisition is entitled to receive such documents in hard copy form free of charge. A person may also request that all future documents, announcements and information in relation to the Acquisition are sent to them in hard copy form. Hard copies of such documents, announcements (including this Announcement), and information will not be sent unless requested.

In accordance with Rule 30.3 of the Takeover Code, Appreciate Group Shareholders, persons with information rights and participants in Appreciate Group Share Plans may request a hard copy of this Announcement by contacting Appreciate Group's registrars, Computershare Investor Services PLC ("Computershare") during business hours on +44 (0)370 707 1226 or in writing at The Pavilions, Bridgwater Road, Bristol BS99 6ZY. Calls are charged at the standard geographical 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. to 5.30 p.m. (London time), Monday to Friday (except public holidays in England and Wales). Please note that Computershare cannot provide any financial, legal or tax advice.  Calls may be recorded and monitored for security and training purposes. 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. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9

For the purposes of Rule 2.9 of the Takeover Code, Appreciate Group confirms that, as at the Latest Practicable Date, it had in issue 186,347,228 ordinary shares of 2 pence each. The International Securities Identification Number ("ISIN") number of the ordinary shares is GB0006710643.

For the purposes of Rule 2.9 of the Takeover Code, PayPoint confirms that, as at the Latest Practicable Date, it had in issue 68,981,053 ordinary shares of 1/3 pence each. The ISIN number of the ordinary shares is GB00B02QND93.

Appendix 1

CONDITIONS AND FURTHER TERMS OF THE ACQUISITION

PART A: CONDITIONS TO THE SCHEME AND THE ACQUISITION

Long Stop Date

1.         The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the Takeover Code, by not later than 11.59 p.m. on the Long Stop Date or such later date (if any) as PayPoint and Appreciate Group may, with the consent of the Panel, agree and (if required) the Court may allow.

Scheme approval

2.            The Scheme will be conditional upon:

(a)          (i)            its approval by a majority in number of the Scheme Shareholders representing at least 75 per cent. of the voting rights attaching to the Scheme Shares voted by those Scheme Shareholders (or relevant classes thereof) who are on the register of members of Appreciate Group at the Scheme Voting Record Time and who are present and vote, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court (or at any adjournment of that meeting); and

(ii)         such Court Meeting  and any separate class meeting which may be required by the Court or any adjournment of any such meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date (if any) as may be agreed by PayPoint and Appreciate Group, with the consent of the Panel and as the Court may allow).

(b)          (i)        the resolution required to approve actions necessary to implement the Scheme and adopt the Amended Appreciate Group Articles being duly passed by the requisite majority or majorities of Appreciate Group Shareholders at the General Meeting (or at any adjournment thereof); and

(ii)          the General Meeting or any adjournment of that meeting being held on or before the 22nd day after the expected date of the General Meeting as set out in the Scheme Document (or such later date (if any) as may be agreed by PayPoint and Appreciate Group, with the consent of the Panel and as the Court may allow).

(c)          (i)           the sanction of the Scheme by the Court (with or without modification but subject to any such modification being on terms acceptable to Appreciate Group and PayPoint) and the delivery of a copy of the Court Order to the Registrar of Companies; and

(ii)           the Court Hearing being held on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date (if any) as may be agreed by PayPoint and Appreciate Group, with the consent of the Panel and as the Court may allow).

In addition, subject as stated in Part B below, and to the requirements of the Panel, the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions for the Scheme to become Effective will not be taken unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

FCA change in control

3.            the FCA:

(a)        giving written notice in accordance with section 189(4) or 189(7) of FSMA of its approval of the acquisition of control (within the meaning of section 181 of FSMA) of the Appreciate Group Regulated Entity either unconditionally or with conditions satisfactory to PayPoint; or

(b)         being treated as having given such approval pursuant to section 189(6) of FSMA;

4.            Admission of New PayPoint Shares

(a)          the FCA having acknowledged to PayPoint or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New PayPoint Shares to the Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("listing conditions")) will become effective as soon as a dealing notice has been issued by the FCA and any listing conditions having been satisfied; and

(b)     the London Stock Exchange having acknowledged to PayPoint or its agent (and such acknowledgement not having been withdrawn) that the New PayPoint Shares will be admitted to trading on the London Stock Exchange's Main Market for listed securities;

Notifications, waiting periods and authorisations

5.      all filings, or applications and/or notifications which are deemed by PayPoint to be necessary or appropriate having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Scheme, the Acquisition, its implementation or the acquisition by any member of the Wider PayPoint Group of any shares or other securities in, or control of, Appreciate Group and all authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals which are deemed necessary or appropriate by PayPoint or any member of the Wider PayPoint Group for or in respect of the Acquisition including without limitation, its implementation or the proposed direct or indirect acquisition of any shares or other securities in, or control of, Appreciate Group or any member of the Wider Appreciate Group by any member of the Wider PayPoint Group having been obtained in terms and in a form satisfactory to PayPoint from all appropriate Third Parties or persons or bodies with whom any member of the Wider Appreciate Group or Wider PayPoint Group has entered into contractual arrangements and all such  authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals which are deemed by PayPoint to be necessary or appropriate to carry on the business of any member of the Wider Appreciate Group in any jurisdiction having been obtained in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting or other time period or to comply with such obligation or obtain such authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals would be unlawful in any relevant jurisdiction or have an adverse effect on the Wider Appreciate Group, any member of the Wider PayPoint Group or the ability of PayPoint to implement the Scheme and all such authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Acquisition becomes otherwise Effective and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

General antitrust and regulatory

6.        no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision or order, or change to published practice or having taken any other steps, and there not continuing to be outstanding any statute, regulation, decision or order, which in each case would or might reasonably be expected to:

(a)        require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture by any member of the Wider PayPoint Group or any member of the Wider Appreciate Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them or any part thereof) or to own, control or manage any of their respective assets or properties or any part thereof which, in any such case, is material in the context of the Wider PayPoint Group or the Wider Appreciate Group in either case taken as a whole;

(b)        require, prevent or delay the divestiture by any member of the Wider PayPoint Group of any shares or other securities in Appreciate Group;

(c)          impose any material limitation on, or result in a material delay in, the ability of any member of the Wider PayPoint Group directly or indirectly to acquire or to hold or to exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Appreciate Group or the Wider PayPoint Group or on the ability of any member of the Wider Appreciate Group or any member of the Wider PayPoint Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over any such member;

(d)         otherwise adversely affect the business, assets, profits or prospects of any member of the Wider PayPoint Group or of any member of the Wider Appreciate Group to an extent which is material in the context of the Wider PayPoint Group or the Wider Appreciate Group in either case taken as a whole;

(e)        make the Acquisition or its implementation, or the acquisition or proposed acquisition by PayPoint or any member of the Wider PayPoint Group of any shares or other securities in, or under the control of Appreciate Group void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto;

(f)      except pursuant to the implementation of the Acquisition, require any member of the Wider PayPoint Group or the Wider Appreciate Group to acquire or offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Appreciate Group or the Wider PayPoint Group owned by any third party;

(g)        impose any limitation on the ability of any member of the Wider Appreciate Group or the Wider PayPoint Group to conduct, integrate or co-ordinate its business, or any part of it, with their respective businesses with all or any part of their respective businesses with any other member of the Wider Appreciate Group and/or the Wider PayPoint Group which is adverse to the Wider PayPoint Group or the Wider Appreciate Group, in either case taken as a whole or in the context of the Acquisition; or

(h)        result in any member of the Wider Appreciate Group or the Wider PayPoint Group ceasing to be able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or proposed acquisition of any Appreciate Group Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

7.          save as Disclosed, there being no provision of any agreement, arrangement, licence, permit, franchise, lease or other instrument to which any member of the Wider Appreciate 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, or any event or circumstance, which as a  consequence of the Acquisition or the proposed acquisition by any member of the Wider PayPoint Group of any shares or other securities (or equivalent) in Appreciate Group or because of a change in the control or management of any member of the Wider  Appreciate Group or otherwise, could or might reasonably be expected to result in any of the following to an extent which is material and adverse in the context of the Wider Appreciate Group, or the Wider PayPoint Group, in either case taken as a whole:

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

(b)      any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any obligation or liability arising or any action being taken or arising thereunder;

(c)        any asset or interest of, or any asset the use of which is enjoyed by, any member being or failing to be disposed of or charged or ceasing to be available to any such member 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 such member other than in the ordinary course of business;

(d)        the creation or enforcement of any mortgage, charge, encumbrance or other security interest over the whole or any part of the business, property, assets or interest of any such member;

(e)        the rights, liabilities, obligations or interests of any such member under any such agreement, arrangement, licence, permit or instrument  or the business of any such member with, any person, firm, company or body (or any agreement or arrangement relating to any such interest or business) being or becoming capable of being terminated, adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(f)           the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(g)       any such member ceasing to be able to carry on business under any name under which it presently does so;

(h)         the creation or acceleration of any liability, actual or contingent, by any such member other than trade creditors or other liabilities incurred in the ordinary course of business; or

(i)      the business, assets, value, financial or trading position, profits, prospects or operational performance of any such member being prejudiced or adversely affected.

Certain events occurring since 31 March 2022

8.            save as Disclosed, no member of the Wider Appreciate Group having, since 31 March 2022:

(a)        save as between Appreciate Group and wholly-owned subsidiaries of Appreciate Group or for Appreciate Group Shares issued under or pursuant to the exercise of options and vesting of awards granted under the Appreciate Group Share Plans, issued or agreed to issue, authorised or proposed the issue of additional shares of any class;

(b)         save as between Appreciate Group and wholly-owned subsidiaries of Appreciate Group or for the grant of options and awards and other rights granted before the date of this Announcement under the Appreciate Group Share Plans or the In-Year Awards, issued or agreed to issue, authorised or proposed the issue of securities or securities convertible into, or exchangeable for, shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Appreciate Group Shares out of treasury;

(c)          other than to Appreciate Group or another member of the Wider Appreciate Group and save in respect of the Permitted Dividend, recommended, declared, paid or made or resolved to recommend, declare, pay or make any dividend or other distribution (whether payable in cash or otherwise or made by way of bonus issue);

(d)      save for intra-Wider Appreciate Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and, in each case, to the extent which is material in the context of the Wider Appreciate Group taken as a whole or the Acquisition;

(e)          save as between Appreciate Group and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, made or authorised or proposed or announced an intention to propose any change in its loan capital in each case, to the extent which is material in the context of the Wider Appreciate Group when taken as a whole;

(f)          issued, authorised or proposed the issue of, or made any change in or to, any debentures or (save for intra-Wider Appreciate Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability;

(g)         purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraphs (a) or (b) above, made any other change to any part of its share capital in each case, to the extent which is material in the context of the Wider Appreciate Group when taken as a whole;

(h)       save for intra-Wider Appreciate Group transactions, implemented, effected, authorised, proposed or announced its intention to implement any reconstruction, merger, demerger, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business;

(i)          entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which involves or could involve an obligation of such a nature or magnitude other than in the ordinary course of business, in each case, to the extent which is material in the context of the Wider Appreciate Group taken as a whole;

(j)         (other than in respect of a member of the Wider Appreciate Group which is dormant and was solvent at the relevant time) taken any corporate action or steps or had any legal proceedings started or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, manager, trustee or similar officer of all or any part of its assets or revenues or any analogous proceedings or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, in each case, to the extent which is material in the context of the Wider Appreciate Group taken as a whole;

(k)          entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Appreciate Group or the Wider PayPoint Group other than of a nature and extent which is normal in the context of the business concerned;

(l)        waived, compromised or settled any claim or regulatory proceeding (whether actual or threatened) otherwise than in the ordinary course of business;

(m)       except pursuant to the implementation of the Acquisition, made any material alteration to its memorandum or articles of association or other incorporation documents;

(n)          been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, 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;

(o)        entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or proposed to, effect any of the transactions, matters or events referred to in this Condition 8;

(p)          (A) made, proposed or agreed or consented to or procured any change to or the custodian or trustee of any scheme having made a change to: (i) the terms of the trust deeds, rules, policy or other governing documents constituting the pension scheme(s) or other retirement or death benefit arrangement established by any member of the Wider Appreciate Group for its directors, employees, former employees or their dependents (a "Relevant Pension Plan"); (ii) the contributions payable to a Relevant Pension Plan or to the benefits which accrue or to the pensions which are payable thereunder; (iii) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined under any Relevant Pension Plan; (iv) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made; or (v) the manner in which the assets of such pension schemes are invested, in each case, to the extent which is or might reasonably be expected to be material in the context of the Wider Appreciate Group taken as a whole or material in the context of the Acquisition; (B) entered into or propose to enter into one of more bulk annuity contracts in relation to any Relevant Pension Plan; or (C) carried out any act: (i) which would or could reasonably be expected to lead to the commencement of the winding up of any Relevant Pension Plan; (ii) which would or might create a material debt owned by an employer to any Relevant Pension Plan; (iii) which would or might accelerate any obligation on any employer to fund or pay additional contributions to any Relevant Pension Plan; or (iv) which would or might give rise directly or indirectly to a liability in respect of a Relevant Pension Plan arising out of the operation of sections 38 to 56 inclusive of the Pensions Act 2004 in relation to a Relevant Pension Plan;

(q)          changed the trustee of any Relevant Pension Plan;

(r)           proposed, agreed to provide or modified the terms of any of the Appreciate Group Share Plans or other benefit constituting a material change relating to the employment or termination of employment of a material category of persons employed by the Wider Appreciate Group or which constitutes a material change to the terms or conditions of employment of any senior employee of the Wider Appreciate Group, save as agreed by the Panel (if required) and by PayPoint, or entered into or changed the terms of any contract with any director or senior executive of any member of the Wider Appreciate Group; or

(s)          taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Appreciate Group Shareholders in a general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

No adverse change, litigation, regulatory enquiry or similar

9.            save as Disclosed, since 31 March 2022:

(a)          no adverse change or deterioration having occurred, and no circumstance having arisen which would or might reasonably be expected to result in any adverse change or deterioration, in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Appreciate Group which, in any such case, is material in the context of the Wider Appreciate Group taken as a whole or material in the context of the Acquisition;

(b)      no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Appreciate Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no enquiry, review or investigation by, or complaint or reference to, any Third Party or other investigative body against or in respect of any member of the Wider Appreciate Group having been instituted, announced, implemented or threatened by or against or remaining outstanding in respect of any member of the Wider Appreciate Group which in any such case has had or might reasonably be expected to have a material adverse effect on the Wider Appreciate Group taken as a whole or material in the context of the Acquisition;

(c)        no contingent or other liability of any member of the Wider Appreciate Group having arisen or become apparent to PayPoint or increased which has had or might reasonably be expected to have a material adverse effect on the Wider Appreciate Group taken as a whole or material in the context of the Acquisition;

(d)          no enquiry, review or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or remaining outstanding against or in respect of any member by or the Wider Appreciate Group which in any case is material in the context of the Wider Appreciate Group taken as a whole or material in the context of the Acquisition;

(e)       no member of the Wider Appreciate Group having conducted its business in breach of any applicable laws and regulations and which is material in the context of the Wider Appreciate Group as a whole or material in the context of the Acquisition; and

(f)           no steps having been taken, and no omissions have been made, which are likely to result in the withdrawal, cancellation, termination or modification of any licence or permit held by any member of the Wider Appreciate Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had, or would reasonably be expected to have, an adverse effect on the Wider Appreciate Group taken as a whole or in the context of the Acquisition;

No discovery of certain matters

10.          save as Disclosed, PayPoint not having discovered:

(a)      that any financial, business or other information concerning the Wider Appreciate Group disclosed at any time by or on behalf of any member of the Wider Appreciate Group, whether publicly, to any member of the Wider PayPoint Group or to any of their advisers or otherwise is misleading, contains any misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected before the date of this Announcement by disclosure either publicly or otherwise to PayPoint or its professional advisers, in each case, to the extent which is material in the context of the Wider Appreciate Group taken as a whole or is material in the context of the Acquisition;

(b)       that any member of the Wider Appreciate Group is subject to any liability (contingent or otherwise) in each case, to the extent which is material in the context of the Wider Appreciate Group taken as a whole or material in the context of the Acquisition; or

(c)     any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Appreciate Group and which is material in the context of the Wider Appreciate Group taken as a whole or material in the context of the Acquisition;

11.          save as Disclosed, PayPoint not having discovered that:

(a)          any past or present member of the Wider Appreciate Group has failed to comply in all material respect with any and/or all applicable legislation or regulation or other requirements, of any jurisdiction with regard to the use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or animal health or otherwise relating to environmental matters or the health and safety of humans, or that there has otherwise been any such use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which storage, carriage, disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability including any penalty for non-compliance (actual or contingent) or cost on the part of any member of the Wider Appreciate Group and which is material in the context of the Wider Appreciate Group taken as a whole or material in the context of the Acquisition; or

(b)          there is, or is likely to be, for any reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider Appreciate Group to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Appreciate Group (or on its behalf) or by any person for which a member of the Wider Appreciate Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, regulation, notice, circular or order of any Third Party and which is material in the context of the Wider Appreciate Group taken as a whole or material in the context of the Acquisition; and

12.          save as Disclosed, PayPoint not having discovered that:

(a)          (A) any past or present member, director, officer or employee of the Wider Appreciate Group is or has at any time engaged in any activity, practice or conduct (or omitted to take any action) which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation (B) any person that performs or has performed services for or on behalf of the Wider Appreciate Group is or has at any time engaged in any activity, practice or conduct (or omitted to take any action) in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation;

(b)         any asset of any member of the Wider Appreciate Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider Appreciate Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering;

(c)          any past or present member, director, officer or employee of the Wider Appreciate Group, or any other person for whom any such person may be liable or responsible including any person that performs or has performed services for or on behalf of any such person, is or at any time has engaged in any conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from:

(i)            any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US, UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HMRC; or

(ii)      any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom, the European Union or any of its member states or any other governmental or supranational body or authority in any jurisdiction;

(d)          any past or present member, director, officer or employee of the Wider Appreciate Group, or any other person for whom any such person may be liable or responsible including any person that performs or has performed services for or on behalf of any such person:

(i)          has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the U.S. Anti-Terrorism Act;

(ii)         has engaged in conduct which would violate any relevant anti-boycott law, rule, or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the U.S. Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the U.S. Department of State;

(iii)       has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule, or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or

(iv)          is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any government, governmental instrumentality, or international organisation or found to have violated any applicable law, rule, or regulation concerning government contracting or public procurement; or

(e)         any member of the Wider Appreciate Group is or has been engaged in any transaction which would cause any member of the Wider PayPoint Group to be in breach of any law or regulation upon its Acquisition of Appreciate Group, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control, or HMRC, or any other relevant government authority, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom or the European Union or any of its member states or any other governmental or supranational body or authority in any jurisdiction.

PART B: CERTAIN FURTHER TERMS OF THE ACQUISITION

1.        To the extent permitted by law and subject to the requirements of the Panel in accordance with the Takeover Code, PayPoint reserves the right to waive in whole or in part any of the Conditions set out in Part A above, except Conditions 2(a)(i), 2(b)(i), 2(c)(i), 3 and 4 which cannot be waived.  If any of the Conditions 2(a)(ii), 2(b)(ii) or 2(c)(ii) is not satisfied by the relevant deadline specified in the relevant Condition, PayPoint will make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Appreciate Group to extend the deadline in relation to the relevant Condition.

2.           Conditions 2(a)(i), 2(b)(i) and 3 to 12 (inclusive) in Part A above must be fulfilled or (if capable of waiver) waived by no later than 11.59 p.m. on the date immediately preceding the date of the Court Hearing (or such later date as PayPoint, Appreciate Group, the Panel and, if required, the Court may allow), failing which the Acquisition will lapse.

3.         Under Rule 13.5(a) of the Takeover Code, PayPoint may not invoke a Condition that is subject to Rule 13.5(a) of the Takeover Code so as to cause the Acquisition not to proceed, to lapse or any offer to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to PayPoint in the context of the Acquisition.  PayPoint may only invoke a Condition that is subject to Rule 13.5(a) of the Takeover Code with the consent of the Panel and any Condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by PayPoint. Conditions in paragraphs 1 and 2(a)(i), 2(b)(i), 2(c)(i), 3 and 4 in Part A (and any Takeover Offer acceptance condition adopted on the basis specified in paragraphs 5 or 10 of this Part B) are not subject to this provision of the Takeover Code.

4.            Under Rule 13.6 of the Takeover Code, Appreciate Group may not invoke, or cause or permit PayPoint to invoke, any condition to the Acquisition, unless the circumstances which give rise to the right to invoke the Condition are of material significance to Appreciate Group Shareholders in the context of the Acquisition.

5.          If PayPoint is required by the Panel to make a Takeover Offer for Appreciate Group Shares under the provisions of Rule 9 of the Takeover Code, PayPoint may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

6.        PayPoint will be under no obligation to waive (if capable of waiver) or to treat as fulfilled any of the Conditions by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition 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.

7.           The Appreciate Group Shares to be acquired pursuant to the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made, in each case, by reference to a record date falling on or after the Effective Date.

8.        The Permitted Dividend may be paid to Appreciate Group Shareholders without any reduction in the consideration payable under the terms of the Acquisition. It is anticipated that the Permitted Dividend would be declared before the Effective Date and paid to those Appreciate Group Shareholders who are on Appreciate Group's register of members on a date which is on or prior to the Effective Date.

9.            Subject to the terms of the Scheme and other than in respect to the Permitted Dividend, if, on or after the date of this Announcement and on or prior to the Effective Date, any other dividend or distribution is announced, PayPoint reserves the right (without prejudice to any right of PayPoint to invoke Condition 8(c) in Part A of this Appendix 1) to reduce the consideration payable under the terms of the Acquisition by the amount of any such dividend or other distribution, in which case: (a) any reference in this Announcement or in the Scheme Document to the consideration payable under the terms of the Acquisition for the Appreciate Group Shares will be deemed to be a reference to the consideration payable under the terms of the Acquisition as so reduced; and (b) the relevant eligible Appreciate Group Shareholders will be entitled to receive and retain such dividend or distribution. To the extent that any such dividend or distribution announced, declared or paid is: (x) transferred pursuant to the Acquisition on a basis which entitles PayPoint to receive the dividend or distribution and to retain it; or (y) cancelled, the consideration payable under the terms of the Acquisition will not be subject to change in accordance with this paragraph. Any exercise by PayPoint of its rights referred to in this paragraph shall be the subject of an announcement and the consent of the Panel and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

10.         PayPoint reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, the Acquisition will be implemented on substantially the same terms (subject to appropriate amendments, including (without limitation) an acceptance condition set at 75 per cent. (or such lesser percentage, being more than 50 per cent., as PayPoint may decide) of the shares to which such offer relates, so far as applicable) as those which would apply to the Scheme. In the event that the Acquisition is implemented by way of a Takeover Offer, the acceptance condition shall not be capable of being satisfied until all of the other conditions to the Takeover Offer have either been satisfied or (if capable of waiver) waived.

11.         The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

12.        The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction where to do so would violate the laws of that jurisdiction.

13.        The Scheme will be governed by laws of England and Wales and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix 1. The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.

14.         Each of the Conditions will be regarded as a separate Condition and will not be limited by reference to any other Condition.

15.        The availability of the New PayPoint Shares to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements.

16.         The New PayPoint Shares to be issued under the Scheme will be issued credited as fully paid and will rank pari passu with the PayPoint Shares in issue at the time the New PayPoint Shares are issued pursuant to the Acquisition, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date falling after the Effective Date..

Appendix 2

SOURCES OF INFORMATION AND BASES OF CALCULATION

1.            The value placed by the Acquisition on the existing issued and to be issued share capital of Appreciate Group on a fully diluted basis is based upon:

(a)          186,347,228 Appreciate Group Shares in issue as at the Latest Practicable Date (and assuming no Appreciate Group Shares held in treasury); and

(b)        up to 2,779,088[2] Appreciate Group Shares that may be issued pursuant to the Appreciate Group Share Plans.

2.         The number of Appreciate Group Shares eligible to vote on:

(a)          the Scheme at the Court Meeting is 186,347,228 Appreciate Group Shares; and

(b)          the Resolution to be proposed at the General Meeting is 186,347,228 Appreciate Group Shares.

3.        The Closing Prices for PayPoint Shares and Appreciate Group Shares have been derived from Bloomberg.

4.        Volume-weighted average prices have been derived from Bloomberg.

7.         Immediately following completion of the Acquisition, existing PayPoint Shareholders will hold approximately 95 per cent. and Appreciate Group Shareholders will hold approximately 5 per cent. of the enlarged issued share capital of PayPoint based on the existing issued share capital of PayPoint and the fully diluted share capital of Appreciate Group as calculated in accordance with paragraph 1 above.

8.         Unless otherwise stated, the financial information relating to Appreciate Group is extracted from the audited consolidated financial statements of Appreciate Group for the financial year ended 31 March 2022, prepared in accordance with IFRS.

9.    Unless otherwise stated, the financial information relating to PayPoint is extracted from the audited consolidated financial statements of PayPoint for the financial year ended 31 March 2022, prepared in accordance with IFRS.

Appendix 3

IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

1.            Summary of Irrevocable Undertakings and Letters of Intent received

2.            Irrevocable Undertakings from the Appreciate Group Directors

Each of Guy Parsons, John Gittins and Sally Cabrini have given an irrevocable undertaking to vote or procure the votes to approve the Scheme at the Court Meeting and to vote or procure the votes in favour of the Resolution at the General Meeting in respect of their own beneficial holdings totalling 101,413 Appreciate Group Shares in aggregate, representing approximately 0.1 per cent. of the issued share capital of Appreciate Group as at the Latest Practicable Date.

These irrevocable undertakings remain binding in the event a higher competing offer is made for Appreciate Group and will only cease to be binding if:

In the event that PayPoint exercises its right to implement the Acquisition by way of a Takeover Offer, the Appreciate Group Directors have stated that they intend to accept or procure the acceptance of such offer.

3.            Further Appreciate Group Shareholder Irrevocable Undertaking

North Atlantic Smaller Companies Investment Trust plc has given an irrevocable undertaking to vote or procure the votes to approve the Scheme at the Court Meeting and to vote or procure the votes in favour of the Resolution at the General Meeting in respect of their own beneficial holdings totalling 18,200,000 Appreciate Group Shares in aggregate, representing approximately 9.8 per cent. of the issued share capital of Appreciate Group as at the Latest Practicable Date.

The irrevocable undertaking will cease to be binding if:

4.            Appreciate Group Shareholder Letters of Intent

PayPoint has obtained the following non-binding letters of intent to vote in favour of the resolutions relating to the Acquisition at the Court Meeting and the General Meeting in respect of their own beneficial and connected holdings of Appreciate Group Shares:

Appendix 4

DEFINITIONS

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

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act 2006.