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Response to Possible Offer Announcement

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The Board of Crimson Tide ("Board" or "Directors") notes the announcement of 4 June by Checkit regarding a possible all-share offer for the Company (the "Announcement" and the "Possible Offer").

The Board confirms that only one formal written proposal has been made by Checkit in relation to a possible combination of the two businesses with a number of informal proposals also made. The Board has engaged with all serious and considered proposals and objects strongly to the suggestion that they have refused to do so. The Board are disappointed that the Announcement was made without any prior notification to the Board or Crimson Tide's advisers.

A written indicative proposal was received by the Board from Checkit on 12 January 2024 (the "January 2024 Proposal") which set out a possible all-share merger of the two companies at a price that implied a minimal premium to the then Crimson Tide share price, together with an expectation that Checkit directors should represent a majority of the enlarged board. The Board noted the potential commercial and strategic logic to such a combination but considered that the terms of this proposal were neither adequate nor attractive. This conclusion was supported by those directors of Crimson Tide and their connected parties who were shareholders (holding in aggregate approximately 11.0 per cent of the Company's total voting rights).

No revised proposals capable of consideration by the Board have been received until the Announcement. In the absence of any substantive or improved proposal which addressed the Board's previous response, the Board did not engage with Checkit in April 2024.

The Board notes that the headline terms set out in the Announcement do not represent a material improvement in the terms previously proposed and therefore the Board continues to believe that the Possible Offer significantly undervalues the Company and its prospects and does not address the wider concerns raised by the Board (including as to governance and management of the enlarged group).

The Board is open to exploring all options that might have the benefit of enhancing value for Crimson Tide's shareholders.

As recently reported, Crimson Tide has a new Chief Executive Officer in Phil Meyers, a strong balance sheet and the benefit of a robust long-term contracted revenue base. The Group's mpro5 app has been significantly enhanced and is now undergoing further upgrades. The Company has committed more to marketing and expanded its pipeline, alongside the implementation of a partner acquisition strategy. Taking all factors into account the Board feels entirely comfortable with its outlook as a standalone entity.

There can be no certainty that any firm offer will be made by Checkit and shareholders are advised to take no action at this time. A further announcement will be made as appropriate.

In accordance with Rule 2.6(a) of the Code, Checkit must by no later than 5.00 pm (London time) on 2 July 2024, either announce a firm intention to make an offer for Crimson Tide in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for Crimson Tide, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can only be extended with the consent of the Panel on Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the Code.

Rule 2.9

Pursuant to Rule 2.9 of the Code, the Company confirms that it has 6,574,863 ordinary shares of 10 pence in issue with International Securities Identification Number GB00BRJRV969.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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