OUTSOURCING Inc. (TSE:2427) reached an agreement on the terms of an offer to acquire Cpl Resources plc (ISE:DQ5) from group of shareholders for approximately €310 million on November 4, 2020. Under the terms of the Acquisition, Cpl Shareholders will be entitled to receive €11.25 in cash for each Cpl Ordinary Share. The Consideration payable under the terms of the Acquisition will be funded using OUTSOURCING's existing cash resources, existing loan facilities with Sumitomo Mitsui Banking Corporation and a new facility provided to OUTSOURCING by Nomura Capital Investment Co. Ltd. It is intended that the acquisition will be implemented by means of a High Court sanctioned scheme of arrangement. OUTSOURCING confirms that, where employees of Cpl have existing employment rights, including pension rights, under applicable laws, those rights and agreements will be safeguarded following the Scheme becoming Effective. It is intended that dealing in Cpl Shares on AIM and Euronext Growth will be suspended on or around the Effective Date. Following the Effective Date, it is intended that Cpl will be re-registered as a private company limited by shares.

The Acquisition is conditional on, among other things, (i) the approval by Cpl Shareholders of the Scheme Meeting Resolution and the EGM Resolutions; (ii) the sanction of the Scheme by the High Court; (iii) receipt of required regulatory and other necessary approvals (if any) and General Regulatory and Anti-Trust / Competition authority granting waiver or satisfaction. The deal is unanimously recommended by the Board of Cpl. The Acquisition has already been approved by OUTSOURCING Inc's board of directors. Each member of the Cpl Board who holds Cpl Shares has given an irrevocable undertaking to OUTSOURCING to vote in favor of each of the Resolutions required to implement the Acquisition. In addition, OUTSOURCING has received an irrevocable undertaking to vote in favor of each of the Resolutions required to implement the Acquisition from Lorna Conn (Chief Financial Officer of Cpl), Polar Capital European Forager Fund Limited in respect of approximately 5.1% of the issued share capital of Cpl, Marlborough European Multi-Cap in respect of approximately 2.9% of the issued share capital of Cpl. In aggregate Cpl Shares, representing approximately 43.3% of the issued share capital of Cpl have given Irrevocable undertakings in favor of the Scheme. As of November 26, 2020, court hearing to sanction the scheme is January 20, 2021, effective date of the scheme is January 21, 2021 and delisting of Cpl Resources shares is January 22, 2021. The extra ordinary general meeting will take place on December 18, 2020. As of December 18, 2020, 98.54% Cpl Shareholders voted in favour of the transaction to approve the Scheme at the Scheme Meeting and voted in favour of the EGM Resolutions at the EGM. Transaction remains subject to satisfaction or waiver of the other conditions.

It is anticipated that the Scheme will be declared effective in the first quarter of 2021. As on January 20, 2021, The Court has approved the Scheme and scheme is expected to be effective on January 21, 2021. The transaction is expected to close on April 30, 2020. The impact of the Acquisition on the OUTSOURCING Inc.'s current fiscal year's consolidated financial results is negligible. Robert Dunnett, Tim Day, Daniel Chetcuti of N.M. Rothschild and Sons Limited acted as financial advisors for Cpl Resources Board. Ivan Murphy, Daragh O'Reilly and Orla Cowzer of J & E Davy acted as financial advisors for Cpl Resources plc. Henry Phillips, Masanori Kobayashi, Gbolahan Ladipo and Shinya Matsuyama of Nomura acted as financial advisors to OUTSOURCING Inc. Stephen FitzSimons, David Byers, Eoin O'Donnell, Stuart McCarron and Stephen Holst of McCann FitzGerald and Miura & Partners acted as legal advisors to OUTSOURCING Inc. William Fry acted as legal advisor to Cpl Resources plc.

OUTSOURCING Inc. (TSE:2427) completed the acquisition of Cpl Resources plc (ISE:DQ5) from group of shareholders on January 21, 2021. Despatch of cheques and crediting of CREST accounts for consideration due under the Scheme is expected to occur on February 3, 2021 and in any event by no later than February 4, 2021, in accordance with the terms of the scheme. Trading of shares of Cpl Resources on Euronext Growth and AIM has been suspended from 7:30 a.m. , January 21, 2021 and cancellation of shares of of Cpl Resources to trading on Euronext Growth and AIM will take effect from 7:00 a.m. on January 22, 2021. As of February 26, 2021, Cpl Resources plc will change its name to CPL Resources Limited and will trade with this name.