Arria Shareholder News — COMPANY CONFIDENTIAL
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19 JULY 2018

Arria NLG plc 

Proposed Scheme of Arrangement and Notices of Court Meeting and General Meeting

Arria NLG plc announces that on 18 July 2018 it posted to its shareholders (“Shareholders”) documentation regarding a proposed placement of a New Zealand holding company, Arria NLG Limited (“Arria NZ”) over the Company pursuant to a scheme of arrangement under Part 26 of the UK Companies Act 2006 (the “Scheme”). Upon approval by special resolutions of the Shareholders, the Scheme will cause all ordinary shares of the Company to be exchanged for the same number of ordinary shares of Arria NZ, thereby causing Arria NZ to become the wholly owning parent of the Company and its subsidiaries.

Bonus Issue to All Shareholders

In addition to the exchange of ordinary shares on a 1:1 basis, as an acknowledgement of the support of the Company’s investors since 2012, all Shareholders would receive bonus options in a ratio of one option for every ten ordinary shares exchanged. The options will have an exercise price of NZ $1.00 per share and be exercisable until 31 December 2022.

The Scheme will be placed before the Shareholders for approval at a Court Meeting to be held on 13 August 2018 at 11:00 a.m. London time, and a General Meeting to be held on the same date at 11:15 a.m. London time or such later time as the Court Meeting is adjourned. Both meetings will be held at the offices of the Company’s solicitors: Clintons, 55 Drury Lane, London WC2B 5RZ, United Kingdom. All Shareholders are invited to attend in person or by proxy.

Upon Shareholder approval of the Scheme at the meetings, the Company will then seek a final order from the London High Court, which reviewed the merits of the Scheme proposal on 17 July 2018 so that the documentation for the Court Meeting and General Meeting could be sent and the meeting could be held. With Shareholder approvals in hand, the Company would anticipate Court action and a possible final approval of the Scheme within 3 business days following the 13 August 2018 meetings.

Background and Benefits of these Steps to an NZX Listing

In January 2017, in furtherance of a planned process for the Company to seek the primary listing of its ordinary shares and options/bonus options on the main board of the New Zealand Stock Exchange (“NZX”), Arria delisted its securities from the London Stock Exchange AIM market. The NZX listing is now planned for the fourth quarter of 2018.

Following research and advice taken, the Directors of the Company determined that placing a New Zealand holding company over the Company through a scheme of arrangement was the most effective way to assure both a smooth and efficient listing process and an effective long-term management of the Company’s responsibilities for continuous disclosure to the NZX and the public. Additionally, the Directors are confident that an NZX listing will deliver the benefits of liquidity to investors while raising the profile of the Company in a national market where software technology receives substantial encouragement from both the government and capital markets. Of note, the Company is planning a compliance listing rather than a public offering and therefore will not be raising capital as part of the listing.

Accordingly, the Directors of the Company regard completion of the Scheme as an essential preliminary to the NZX listing.

Conditions to the Scheme

The Scheme requires Shareholder approval of the special resolutions to offered at the Court Meeting and General Meeting on 13 August 2018. Approval will require 75 per cent. of the votes cast in person and by proxy at the meetings to be voted in favour of the special resolutions.

The Scheme is subject also to final approval by the London High Court following Shareholder approval of the resolutions at the Court Meeting and General Meeting.

The Directors of the Company reserve the authority to not proceed with the Scheme even following approval by the Shareholders at the meetings. This authority has been reserved as a prudential measure and the Directors do not foresee having to invoke it.

Action to be Taken by Shareholders and Completion of Proxies

Shareholders are urged to review the Scheme Circular that has been placed in the mail to them and to complete and return the personalised Court Meeting proxy and General Meeting proxy accompanying the circular. The Scheme Circular is also available on the Company’s website in the Investors Center.

Also, upon request by any Shareholder, the Company will provide a simple login available on the Investor Centre web page that will allow access to blank proxies and the Company’s unaudited financial statement for the financial year ended 30 September 2017. Shareholders may request the login by sending an email to the Company at investor.relations@arria.com. Persons holding shares in the Company through a broker are urged to contact their broker with instructions on how to vote the shares held by the broker.

Shareholders are welcome to address any questions or requests to the Company by sending an email to investor.relations@arria.com.

The Scheme Circular and certain documents described in the circular are available to Shareholders for inspection at the Company’s registered office c/o Moore Stephens, 150 Aldersgate Street, London EC1A 4AB, Monday-Friday during working hours until the date of the final Court hearing.



Timetable:

Event Time and/or Date
Publication of the Shareholder Circular: 18 July 2018

Latest time for receipt of Forms of Proxy for:

•  Court Meeting (blue form): 11.00 a.m. on 11 August 2018
•  General Meeting (white form): 11.15 a.m. on 11 August 2018

Voting Record Time for the Court Meeting and General Meeting:
6.00 p.m. on 9 August 2018

Court Meeting: 11.00 a.m. on 13 August 2018

General Meeting: 11.15 a.m. on 13 August 2018

The following is indicative only and is subject to change:

•  Latest time and date for notices of exercise and forms of acceptance in relation to the Warrantholder Offer and Optionholder Offer 6.00 p.m. on 13 August

•  Scheme Record Time 6.00 p.m. on 15 August 2018

•  Court Hearing (to sanction the Scheme) 16 August 2018

•  Effective Date of the Scheme 20 August 2018

•  Despatch of holding statements by Arria NZ evidencing the registrar’s holding of shares in its New Zealand electronic registry 27 August 2018



Planned subsequent transactions

In the event of and following completion of the Scheme, the Arria group, which will from that time be governed by the board of directors of Arria NZ, will seek further capital through one or more offerings of securities and will subsequently seek a listing of its ordinary shares and a class of its options on NZX. The Arria group will continue to pursue commercial development and licensing of its NLG software products and services.

Publication on website and hard copies

Copies of the documents posted to Shareholders and of this announcement will be available on the Company's website from 19 July 2018.

Time

All times shown in this announcement are London times, unless otherwise stated.

Further information

This Announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Scheme or otherwise. The Scheme will be carried out solely on the terms set out in the Scheme Circular, which contains the full terms and conditions of the Scheme including details of how to vote in respect of them. Any vote in respect of the Scheme or other response in relation to it should be made only on the basis on the information contained in the Scheme Circular. Shareholders are advised to read carefully the Scheme Circular and related forms of proxy.

Overseas jurisdictions

The release, publication or distribution of this announcement in, into or from jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular the ability of persons who are not resident in the UK, to vote their ordinary shares with respect to the Scheme at the Court Meeting and/or the General Meeting, or to appoint another person as proxy to vote at the Court Meeting and/or the General 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.

Shareholders who are not resident in the UK or who are citizens, residents or nationals of jurisdictions other than the UK should consult their professional advisers to ascertain whether the Scheme will be subject to any restrictions or require compliance with any formalities imposed by the laws or regulations of, or any authority or body located in, the jurisdiction in which they are resident or to which they are subject. Shareholders who are resident in the United States or New Zealand can consult the Scheme Circular for a general description of the securities and tax implications of the Scheme in their jurisdictions. It is the responsibility of any Shareholder not resident in the UK or who is a citizen, resident or national of a jurisdiction other than the UK to satisfy himself or herself as to full observance of the laws of each relevant jurisdiction in connection with the Scheme.

To the fullest extent permitted by applicable law, the Company disclaims 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 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 England and Wales.

Further details in relation to Overseas Shareholders are contained in the Scheme Circular.

ARRIA NLG PLC is the global leader in the field of Natural Language Generation (NLG), a form of artificial intelligence software, specialized in extracting insights from complex data sources and communicating that information in natural language (i.e. as if written by a human). Arria is a global company with notable industry partners: Accenture, Cognizant, Deloitte, Genpact, IBM and others.

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For additional information, visit www.arria.com.
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