NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

19 March 2025

Crimson Tide plc

("Crimson Tide", "the Company" or "Group")

Results of Court Meeting and General Meeting on 19 March 2025

Crimson Tide plc, the provider of the mpro5 process management app, announces the results of the Court Meeting and General Meeting held today in connection with the recommended all-share merger of Checkit plc ("Checkit") and Crimson Tide (the "Merger").

At the Court Meeting, as more particularly described below, the requisite majority of Crimson Tide Scheme Shareholders did not vote in favour of the resolution to approve the Scheme.

At the General Meeting, as more particularly described below, the requisite majority of Crimson Tide Shareholders did not vote in favour of the special resolution put to the General Meeting.

Full details of the resolution that was proposed at the Court Meeting are set out in the notice of the Court Meeting contained in the Scheme Document and full details of the resolution that was proposed at the General Meeting are set out in the notice of the General Meeting contained in the Scheme Document.

Lapse of the Scheme

As a result of votes cast at the Court Meeting and the General Meeting, the Crimson Tide Directors note that the conditions of the Scheme as outlined in the Scheme Document have not been satisfied and as such, the Scheme has now lapsed. As the Scheme has lapsed, Crimson Tide is no longer in an offer period for the purposes of the Takeover Code.

Checkit is now subject to the restrictions set out in Rule 35.1 of the Code and is prohibited from, amongst other things, making any offer for Crimson Tide for a period of 12 months from the date of this announcement except if these restrictions are put aside with the consent of the Panel in the circumstances set out in Note 1 to Rule 35.1.  

Voting results of the Court Meeting

The results of the poll at the Court Meeting are set out in the table below. Each Crimson Tide Scheme Shareholder present in person or by proxy was entitled to one vote for each Scheme Share held at the Voting Record Time.

⁽¹⁾ Rounded to two decimal places.

Voting results of the General Meeting

The results of the poll at the General Meeting are set out in the table below. Each Crimson Tide Shareholder present in person or by proxy was entitled to one vote for each Share held at the Voting Record Time.

⁽¹⁾ Rounded to two decimal places.

Commenting on the above, Jacqueline Daniell, Chairman commented:

"Whilst this result is regrettable the Board respects the outcome of the Scheme process.  We now look forward to moving the business forward and will update shareholders regarding FY24 and current trading at the Company's next results, expected during April 2025."

Further Information

Capitalised terms used but not defined in this announcement shall have the meanings given to them in the Scheme document related to the Merger posted to Crimson Tide Shareholders on 20 February 2025 (the "Scheme Document"), a copy of which is available on Crimson Tide's website   at   https://crimsontide.co.uk/offer.

Enquiries:

Important Notices

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise, or the solicitation of any vote in favour or approval of any offer in any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction.

Any securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, or with any securities regulatory authority of any state of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from registration thereunder.

This announcement has been prepared in accordance with English law and the City Code of Takeovers and Mergers (the "Takeover Code"), and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Disclaimer

Cavendish Capital Markets Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Crimson Tide and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Crimson Tide for providing the protections afforded to clients of Cavendish or for providing advice in relation to the contents of this Announcement or any matters referred to in this Announcement.