Response to press speculation
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In response to the article published in The Times on 29 January 2024 (the "Article") regarding the claim as filed with the High Court of Justice England and Wales on 2 August 2023 (and amended and re-filed on 22 November 2023) (the "Claim"), brought by Philippa D'Arcy, Michael and Rhian-Anwen Hamill, Mark Hawtin and Brian Maclaurin, former shareholders of Buddi Limited (representing around 6% of the fully diluted share capital of Buddi Limited in May 2018), the Company reiterates the position set out in the RNS announcement dated 4 August 2023.
The Company wishes to make it clear that the particulars of claim as set out in the Article regarding the existence of "undisclosed interests" of Sara Murray in certain of its shareholders are wholly untrue.
The Company has taken advice from its lawyers and from King's Counsel and remains confident that the Claim lacks legal and factual merit and intends to defend its position robustly.
The Company will make further announcements regarding the Claim as appropriate.
As set out within the admission document in July 2021 (the "Admission Document"), a letter of potential claim had been received from Philippa D'Arcy, Michael and Rhian-Anwen Hamill, Mark Hawtin and Brian Maclaurin, former shareholders of Buddi Limited (representing around 6% of the fully diluted share capital of Buddi Limited in May 2018), one of the subsidiaries of the Group, in respect of the operation of a drag mechanism contained in the articles of Buddi Limited that was utilised in connection with the acquisition of Buddi Limited, dating back to May 2018.
As was set out on page 138 of the Admission Document, the Company sought legal advice from a number of sources, including solicitors who advised the Company on the operation of the drag mechanism, its solicitors on the placing at IPO and Queen's Counsel. The conclusions were, that having reviewed that advice (which is the subject of legal privilege which is not waived), that the Company is satisfied that the drag mechanism was exercised properly in accordance with its terms and that any claim brought by the former Buddi Limited shareholders would be likely to be defeated.
The Company will make further announcements regarding the Claim as appropriate.
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