REG - Mustang Energy PLC - Publication & posting of Scheme & Mustang Circular

Mustang EnergyAnnouncement

24/05/2024 09:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240524:nRSX7448Pa&default-theme=true

RNS Number : 7448P  Mustang Energy PLC  24 May 2024

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

THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT
DECISION IN RELATION TO THE ACQUISTION AND NEW MUSTANG SHARES EXCEPT ON THE
BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT, THE MUSTANG CIRCULAR AND THE
PROSPECTUS

FOR IMMEDIATE RELEASE

 

24 May 2024

 

RECOMMENDED ALL SHARE OFFER

FOR

CYKEL AI PLC

BY

MUSTANG ENERGY PLC

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

 

Publication and posting of the Scheme Document and the Mustang Circular

On 10 May 2024, the boards of Mustang Energy PLC ("Mustang") and Cykel AI plc
("Cykel") announced that they had reached agreement on the terms of a
recommended all share offer for Mustang to acquire the entire issued and to be
issued ordinary share capital of Cykel (the "Acquisition"). The Acquisition is
being implemented by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006 (the "Scheme") between Cykel and the Cykel
shareholders. The Acquisition is classed as a reverse takeover under the
Listing Rules, therefore a prospectus (the "Prospectus") was published on 23
May 2024 and upon completion of the Acquisition the listing of all existing
Mustang shares will be cancelled and an application will be made for
immediate admission of the New Mustang Shares (as defined below) for admission
to listing on the standard listing segment of the Official List of the FCA and
to trading on London Stock Exchange plc's main market for listed securities (
"Admission").

Scheme Document

Cykel is pleased to announce that it has today published a circular in
relation to the Scheme (the "Scheme Document"), setting out, amongst other
things, a letter from the chairman of Cykel, the full terms and conditions of
the Scheme, an explanatory statement pursuant to section 897 of the Companies
Act 2006, an expected timetable of principal events, notices of the Court
Meeting and General Meeting (as defined in the Scheme Document) and details of
the actions to be taken by Cykel shareholders.

Hard copies of the Scheme Document and forms of proxy for the Court Meeting
and General Meeting are being sent today to Cykel shareholders and (for
information purposes only) to persons with information rights.

Copies of this announcement and the Scheme Document will be available free of
charge (subject to certain restrictions relating to persons in Restricted
Jurisdictions (as defined in the Scheme Document)) on Cykel's website at
www.cykel.ai (https://www.cykel.ai/investor-relations) . The content of this
website is not incorporated into, and does not form part of, this
announcement.

Cykel Court Meeting and Cykel General Meeting

As detailed further in the Scheme Document, the Scheme is subject to the
conditions set out in the Scheme Document. To become effective, the Scheme
requires, among other things, that the requisite majorities of Scheme
Shareholders (as defined the Scheme Document) vote in favour of the Scheme at
the Court Meeting and that the requisite majority of Cykel shareholders votes
in favour of the special resolution at the General Meeting. Notices convening
the Court Meeting and the General Meeting for 11.00 am and 11.15 pm
respectively on 20 June 2024 (or, in respect of the General Meeting, as soon
thereafter as the Court Meeting is concluded or adjourned), both to be held at
the offices of Fladgate LLP at 16 Great Queen Street, London, WC2B 5DG, are
set out in the Scheme Document. Forms of proxy for use at such meetings will
be enclosed with the Scheme Document. It is important that, for the Court
Meeting in particular, as many votes as possible are cast so that the Court
may be satisfied that there is a fair and reasonable representation of Scheme
Shareholder opinion. Cykel shareholders are therefore strongly urged to
complete, sign and return their forms of proxy or appoint a proxy
electronically, as soon as possible, and in any event by no later than 11.00
am on 18 June 2024 for the Court Meeting and 11.15 am on 18 June 2024 for the
General Meeting.

Mustang Circular and Mustang Annual General Meeting

Under the terms of the Acquisition, Cykel shareholders will be entitled to
receive 1.911 new Mustang shares (the "New Mustang Shares") in exchange for
each Cykel share. The Mustang board is required to seek the approval of the
Mustang shareholders for the requisite authorities and powers inter alia to
approve the Acquisition, to approve waiver of Rule 9 of the City Code on
Takeovers and Mergers in relation to the Acquisition and to issue and allot
the New Mustang Shares at a general meeting of Mustang (which will also be
Mustang's annual general meeting) (the "Mustang Annual General Meeting").

The Mustang board is pleased to announce that the Mustang Annual General
Meeting is to be held at 11.00 am on 20 June 2024 at the offices of Druces LLP
at Salisbury House, London Wall, EC2M 5PS. An explanatory circular and notice
of the Mustang Annual General Meeting is being posted today to Mustang
Shareholders (the "Mustang Circular"). Copies of the Mustang Circular and the
Prospectus can be viewed and downloaded from the Mustang's website
www.mustangplc.com.

Expected timetable of principal events

The current expected timetable of principal events for the implementation of
the Acquisition and Admission is set out below, and the current expected
timetable of principal events for the implementation of the  Scheme is set
out below and in the Scheme Document. If any of the key dates set out in the
expected timetable changes, an announcement will be made through a Regulatory
Information Service. The Acquisition is expected to complete and Admission is
expected to take place in the second quarter of 2024. All times shown in this
announcement are references to London time unless otherwise stated.

 

 Event                                                                           Expected time/date
 Publication of the Prospectus                                                   23 May 2024
 Publication and posting of the Scheme Document and the Mustang Circular         24 May 2024
 Latest time and date for lodging forms of proxy or for submitting proxy         11.00 am on 18 June 2024
 instructions via the CREST electronic proxy appointment service for the Court
 Meeting
 Court Meeting (blue form of proxy)                                              11.00 am on 20 June 2024(( 1 ))
 Latest time for lodging forms of proxy or for submitting proxy instructions     11.15 am on 18 June 2024
 via the CREST electronic proxy appointment service for the Cykel General
 Meeting
 Voting record time for Cykel                                                    6.00 pm on 18 June 2024(( 2 ))
 Cykel General Meeting (white form of proxy)                                     11.15 am on 20 June 2024(( 3 ))
 Voting record time for Mustang                                                  6.00 pm on 18 June 2024
 Latest time for lodging forms of proxy or for submitting proxy instructions     11.00 am on 18 June 2024
 via the CREST electronic proxy appointment service for the Mustang Annual
 General Meeting
 Mustang Annual General Meeting                                                  11.00 am on 20 June 2024

The following dates are indicative only and are based on the current
expectations of the boards of Cykel and Mustang and may be subject to change;
please see note (4) and (5) below.

 Event                                                                           Expected time/date 4 
 Scheme sanction hearing                                                         25 June 2024 (D) 5 
 Last day of dealings in, and for registration of transfers of, and disablement  D + 1 business day
 of CREST for, Cykel shares 6 

 Scheme record time                                                              6.00 pm on D + 1 business day
 Effective date of the Scheme, completion of the Acquisition                     D + 1 business days(( 7 ))
 Cancellation of admission of Cykel shares to trading on the Aquis Stock         8.00 am on D + 2 business days
 Exchange Growth Market
 Cancellation of admission of existing Mustang shares                            by no later than 8.00 am on D + 2 business days
 Issue of the New Mustang Shares                                                 by no later than 8.00 am on D + 2 business days
 Admission and commencement of dealings of the New Mustang Shares on the London  8.00 am on D + 2 business days
 Stock Exchange plc's main market for listed securities

 CREST accounts of Cykel shareholders credited with New Mustang Shares           at or soon after 8.00 am on D + 2 business days (but not later than 14 days
                                                                                 after the Effective Date (as defined in the Scheme Document)
 Despatch of share certificates for the New Mustang Shares                        within 14 days after the Effective Date
 Long stop date                                                                  31 December 2024(( 8 ))

 

Cancellation of admission of Cykel shares to trading on the Aquis Stock
Exchange Growth Market

Cykel shares are currently admitted to trading on the Aquis Stock Exchange
Growth Market, although dealings in the Cykel shares have been suspended since
18 January 2024. It is intended that, shortly before the Effective Date,
applications will be made to the Aquis Stock Exchange for the cancellation of
trading of the Cykel shares on the Aquis Stock Exchange Growth Market, to take
effect on or shortly after the Effective Date. These dates will depend, among
other things, on the date on which the Court sanctions the Scheme. A further
announcement will be made in the event that any of these dates change.

The person responsible for arranging the release of this announcement on
behalf of Cykel is Nicholas Lyth, Financial Director. The person responsible
for arranging the release of this announcement on behalf of Mustang is Dean
Gallegos, Managing Director.

Enquiries:

 Mustang Energy Plc
 Dean Gallegos - Managing Director                                   dg@mustangplc.com
                                                                     +61 416 220 007
 Guild Financial Advisory Limited - Rule 3 Adviser to Mustang
 Ross Andrews                                                        ross.andrews@guildfin.co.uk
                                                                     +44 (0) 7973 839767
 Cykel AI Plc
 Jonathan Bixby - Executive Chairman                                 Via First Sentinel

 First Sentinel Corporate Finance - AQSE Corporate Adviser to Cykel
 Brian Stockbridge                                                   brian@first-sentinel.com
                                                                     +44 (0) 20 3855 5551
 Capital Plus Partners - Rule 3 Adviser to Cykel
 Dominic Berger                                                      dpb@capplus.co.uk
                                                                     +44 (0) 20 3821 6167
 Clear Capital Markets - Broker to Cykel
 Bob Roberts                                                         +44 (0) 20 3869 6080

 

Druces LLP is providing legal advice to Mustang in connection with the
Acquisition. Fladgate LLP is providing legal advice to Cykel in connection
with the Acquisition.

 

IMPORTANT NOTICES

Further information

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer to sell or subscribe for or any
invitation or the solicitation of an offer to purchase or subscribe for any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise. The Acquisition is being made solely
pursuant to the terms of the Scheme Document, which contains the full terms
and conditions of the Acquisition, including details of how to vote in respect
of the Acquisition, together with the accompanying forms of proxy. Any vote in
respect of the Scheme or other response in relation to the Acquisition should
be made only on the basis of the information contained in the Scheme Document.
This announcement is not a prospectus, prospectus equivalent document or
scheme document and no investment decision in relation to the Acquisition or
the New Mustang Shares should be made except on the basis of information in
the Prospectus.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe any applicable legal or
regulatory requirements.  In particular, the ability of persons who are not
resident in the United Kingdom to vote their Cykel 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
jurisdictions in which they are located. Any failure to comply with the
applicable 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. This
announcement has been prepared for the purposes of complying with English law
and the Takeover Code and the 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. This
announcement does not constitute a prospectus or prospectus equivalent
document.

Mustang and Cykel encourage Cykel shareholders to read the Prospectus and the
Scheme Document (or any further documentation published in connection with the
Acquisition) carefully because they contain important information in relation
to the Acquisition. Any decision (other than an investment decision in
relation to the Acquisition or the New Mustang Shares) by Cykel shareholders
in relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document. Any investment decision in
relation to the Acquisition or the New Mustang Shares should be made only on
the basis of information in the Prospectus.

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.

The release, publication or distribution of this announcement in or into
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 laws and/or regulations in
their jurisdiction. 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.

Copies of this announcement and any documentation relating to the Acquisition
are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from any Restricted Jurisdiction
(as defined in the Scheme Document) and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted Jurisdiction.
If the Acquisition is implemented by way of Takeover Offer (as defined in the
Scheme Document)(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 within any Restricted
Jurisdiction.

The New Mustang Shares to be issued pursuant to the Acquisition have not been
and will not be registered under the United States Securities Act of 1933 (as
amended) nor under any of the relevant securities laws of any Restricted
Jurisdiction. Accordingly, the New Mustang Shares may not be offered, sold or
delivered, directly or indirectly, into any Restricted Jurisdiction, except
pursuant to exemptions from applicable requirements of any such jurisdiction.

Rules 26.1 and 26.2 disclosure

Pursuant to Rules 26.1 and 26.2 of the Takeover Code, a copy of this
announcement and the documents required to be published will be available,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Mustang's website at www.mustangplc.com and at Cykel's
website at www.cykel.ai by no later than 12 noon (London time) on the business
day following the date of this announcement). For the avoidance of doubt, the
contents of the websites referred to in this announcement, and the contents of
any websites accessible from hyperlinks on such websites are not incorporated
into and does not form part of this announcement.

Requesting hard copy documents

Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a
copy of this announcement and any information incorporated into it by
reference to another source in hard copy form by writing to Neville Registrars
of Neville House, Steelpark Road, Halesowen, B62 8HD. A person may also
request that all future documents, announcements and information to be sent to
that person in relation to the Acquisition should be in hard copy form.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Takeover Code, Cykel confirms that, as at
the close of business on 23 May 2024 (being the last business day prior to the
date of this announcement), it has 205,183,350 ordinary shares of 0.1 pence
each in issue and 59,385,170 warrants to subscribe for ordinary shares of 0.1
pence (48,000,000 warrants are exercisable at 1 pence per share until 25
October 2026 and 11,385,170 warrants are exercisable at 3 pence per share
until 25 October 2028). The shares of Cykel are admitted to trading on the
AQSE Growth Market. The International Securities Identification Number (ISIN)
of the Cykel shares is GB00BPTJZN05.

In accordance with Rule 2.9 of the Takeover Code, Mustang confirms that, as at
the close of business on 23 May 2024 (being the last business day prior to the
date of this announcement), it has 12,161,966 ordinary shares of 0.1 pence
each in issue, 636,986 warrants to subscribe for ordinary shares of 0.1 pence
each (exercisable at 30 pence per share until 15 November 2024) and £200,000
10% unsecured convertible loan notes in issue (which have a maturity date of
31 May 2024 and are convertible into Mustang ordinary shares of 0.1 pence per
share at a conversion price of 6 pence per share). The shares of Mustang are
admitted to trading on the Main Market. The International Securities
Identification Number (ISIN) of the Mustang shares is GB00BJ9MHH56.

No profit forecasts or estimates

No statement in this announcement is intended, or is to be construed, as a
profit forecast, profit estimate, or quantified financial benefits statement
or estimate for any period and no statement in this announcement should be
interpreted to mean that earnings or earnings per share for Mustang or Cykel
for the current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for Mustang or for
Cykel.

Other 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. 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 the offeree company. An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10(th) Business Day following the
commencement of the offer period. Relevant persons who deal in the relevant
securities of the offeree company 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. 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 the offeree company, save to the extent that these
details have previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) 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, they will be deemed to be a single person
for the purpose of Rule 8.3.

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.

Disclaimers

Capital Plus Partners Ltd ("Capital Plus Partners"), which is authorised and
regulated by the FCA in the UK, is acting as financial adviser and Rule 3
adviser exclusively for Cykel and no one else in connection with the Offer and
the matters set out in this Announcement and will not be responsible to any
person other than Cykel for providing the protections afforded to clients of
Capital Plus Partners, nor for providing advice in relation to the Offer, the
content of this Announcement or any matter referred to herein.

Guild Financial Advisory Limited ("Guild"), which is authorised and regulated
by the FCA in the UK, is acting as financial adviser and Rule 3 adviser
exclusively for Mustang and no one else in connection with the Offer and the
matters set out in this Announcement and will not be responsible to any person
other than Mustang for providing the protections afforded to clients of Guild,
nor for providing advice in relation to the Offer, the content of this
Announcement or any matter referred to herein.

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.

Forward-looking statements

This announcement (including any information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Mustang and Cykel may contain certain forward-looking
statements with respect to the financial condition, results of operations and
business of Mustang and/or Cykel and certain plans and objectives of Mustang
and/or Cykel with respect thereto. These forward-looking statements can be
identified by the fact that they do not relate only to historical or current
facts.  Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope",
"aims", "continue", "will", "may", "should", "would", "could", or other words
of similar meaning. These statements are based on assumptions and assessments
made by Mustang and/or Cykel in the light of their experience and their
perception of historical trends, current conditions, future developments and
other factors they believe appropriate. By their nature, forward-looking
statements involve risk and uncertainty, because they relate to events and
depend on circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this document
could cause actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements. Although it is
believed that the expectations reflected in such forward-looking statements
are reasonable, no assurance can be given that such expectations will prove to
have been correct and you are therefore cautioned not to place undue reliance
on these forward-looking statements which speak only as at the date of this
document. Neither Mustang nor Cykel assumes any obligation to update or
correct the information contained in this announcement (whether as a result of
new information, future events or otherwise), except as required by applicable
law.

There are several factors which could cause actual results to differ
materially from those expressed or implied in forward-looking statements.
Among the factors that could cause actual results to differ materially from
those described in the forward-looking statements are changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future business
combinations or dispositions.

Neither Mustang nor Cykel, nor any of their respective associates or
directors, officers, employees 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.
Given the 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 Mustang or Cykel or any of their respective
members, directors, officers, employees or advisers or any persons acting on
their behalf are expressly qualified in their entirety by the cautionary
statement above. Mustang and Cykel disclaim any obligation to update any
forward-looking or other statements contained in this announcement, except as
required by applicable law or regulation, whether as a result of new
information, future events or otherwise.

General

No person should construe the contents of this announcement as legal,
financial or tax advice. If you are in any doubt about the contents of this
announcement or the action you should take, you are recommended to seek your
own independent financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or, if not,
from another appropriately authorised independent financial adviser.

 

 1                It is requested that blue forms of proxy for
the Court Meeting be lodged no later than 48 hours (excluding any part of a
day that is not a business day) before the time appointed for the Court
Meeting or, in the case of an adjourned meeting, 48 hours (excluding any part
of a day that is not a business day) before the time appointed for the
adjourned Court Meeting. Blue Forms of Proxy not so lodged may be completed
and handed to the Chair at any time before the start of the Court Meeting.

 2                If either the Court Meeting or the Cykel
General Meeting is adjourned, the Voting Record Time for the relevant
adjourned meeting will be 6.00 pm on the date which is two days (excluding any
part of a day that is not a business day) before the date set for such
adjourned meeting or as soon after 11.15 am as the Court Meeting shall have
concluded or been adjourned.

 3                White forms of proxy for the Cykel General
Meeting must be lodged no later than 48 hours (excluding any part of a day
that is not a business day) before the time appointed for the Cykel General
Meeting or, in the case of an adjourned meeting, 48 hours (excluding any part
of a day that is not a business day) before the time appointed for the
adjourned Cykel General Meeting.

 4                These dates are indicative only and will
depend, among other things, on the date upon which: (i) the conditions in the
Scheme Document are satisfied or (if capable of waiver) waived; (ii) the
Court sanctions the Scheme; and (iii) the court order for the Scheme is
delivered to the Registrar of Companies.

 5                The Scheme sanction hearing is expected to be
held on 25 June 2024. Cykel will give adequate notice if the date and time of
the Scheme sanction hearing changes, once known, by issuing an announcement
through a Regulatory Information Service.

 6                Note that dealings in Cykel shares on the AQSE
have been suspended since 18 January 2024.

 7                The Scheme will become effective pursuant to
its terms upon the court order for the Scheme being delivered to the Registrar
of Companies.

 8                This is the latest date by which the Scheme may
become effective unless Cykel and Mustang agree (and, if required, the
Takeover Panel consents to and the Court approves) a later date.

 

All references in this document to times are to London time unless otherwise
stated. The dates and times given are indicative only and are based on Cykel's
and Mustang's current expectations and may be subject to change (including as
a result of changes to the regulatory timetable). If any of the expected times
and/or dates above change, the revised times and/or dates will be notified to
Cykel Shareholders by announcement through a Regulatory Information Service.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  SOAPPUQCAUPCGMW