Scheme of Arrangement becomes effective

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

FOR IMMEDIATE RELEASE

2 July 2025

RECOMMENDED ACQUISITION

by

ACR BIDCO LIMITED

(a company indirectly wholly-owned by funds managed and advised by Atlas FRM LLC (d/b/a Atlas Holdings LLC))

of

DE LA RUE PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Scheme of Arrangement becomes effective

On 15 April 2025, the boards of directors of ACR Bidco Limited ("Bidco") and De La Rue plc ("De La Rue") announced that they had reached agreement on the terms and conditions of a recommended all cash acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of De La Rue (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies Act 2006 (the "Scheme"). On 9 May 2025, De La Rue published a scheme document in connection with the Acquisition, setting out the terms and conditions of the Scheme (the "Scheme Document").

On 30 June 2025, De La Rue and Bidco announced that the Court had sanctioned the Scheme to implement the Acquisition.

De La Rue and Bidco are pleased to announce that the Court Order has been delivered to the Registrar of Companies today and, accordingly, the Scheme has now become effective in accordance with its terms. Pursuant to the Scheme, all of the Scheme Shares (as such term is defined in the Court-approved Scheme) are now owned by Bidco.

Settlement of Consideration

Under the terms of the Scheme, each Scheme Shareholder on the De La Rue register of members at the Scheme Record Time (being 6.00pm on 1 July 2025) will be entitled to receive 130 pence in cash for each Scheme Share held at the Scheme Record Time.

Settlement of the Consideration to which each Scheme Shareholder is entitled will be effected by way of despatch of cheques or settlement via electronic transfer (for Scheme Shareholders holding Scheme Shares in certificated form) or through CREST (for Scheme Shareholders holding Scheme Shares in uncertificated form) as soon as practicable and in any event not later than14 days after the Effective Date (being today, 2 July 2025).

Delisting

Trading in De La Rue Shares on the Main Market of the London Stock Exchange was suspended at 7.30am today and De La Rue Shares were disabled in CREST from 6.00pm on 1 July 2025.

Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the cancellation of the listing of De La Rue Shares on the equity shares (commercial companies) category of the Official List and the cancellation of the admission to trading of De La Rue Shares on the Main Market of the London Stock Exchange, which are each expected to take place at 8.00am tomorrow, 3 July 2025.

As a result of the Scheme having become effective, share certificates in respect of Scheme Shares have ceased to be valid documents of title, and entitlements to Scheme Shares held in uncertificated form in CREST are being be cancelled.

As a result of this announcement, De La Rue is no longer in an "offer period" as defined in the Takeover Code and, accordingly, the dealing disclosure requirements previously notified to investors no longer apply.

Board changes

As the Scheme has now become Effective, as of today's date all the non-executive directors of De La Rue, namely Clive Whiley, Nick Bray, Mark Hoad and Brian Small, together with Dean Moore, have resigned from the De La Rue Board.

All references to time in this announcement are to British Summer Time.

Enquiries:

King & Spalding International LLP are retained as legal advisers to Atlas and Bidco.

Bird & Bird LLP are retained as legal advisers to De La Rue.

Important Notices

Numis Securities Limited ("Deutsche Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for De La Rue and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than De La Rue for providing the protections afforded to clients of Deutsche Numis, nor for providing advice in relation to the Acquisition or any matter referred to herein. Neither Deutsche Numis nor any of its affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in connection with this announcement, any statement contained herein or otherwise.

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting exclusively for De La Rue and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than De La Rue for providing the protections afforded to the clients of Investec, or for providing advice in connection with the subject matter of this announcement. Neither Investec nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Investec in connection with the with the subject matter of this announcement, any statement contained herein or otherwise.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Atlas and Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than Atlas and Bidco for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise.

Overseas Shareholders

The availability of the Acquisition to De La Rue Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements of their jurisdiction. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person. This Announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

Further details in relation to Overseas Shareholders are set out in paragraph 15 of the Explanatory Statement set out in Part II of the Scheme Document.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on De La Rue's website at https://www.delarue.com/offer-microsite-disclaimer and on Bidco's website at https://www.atlasholdingsllc.com/uk/atlas-offer.html by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Independent 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 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.