80.1% of the Shares have been tendered or irrevocably committed under the Offer
All Offer Conditions are now satisfied
The Offeror declares the Offer for ICT Group unconditional
Settlement of the Offer will take place on 30 July 2021, at which date the Offer Price of EUR 14.90 adjusted to EUR 14.50 will be paid
Remaining Shares can be tendered during the Post-Acceptance Period, commencing on 27 July 2021 and ending on 9 August 2021
Offeror declares the Offer unconditional

ICT Group and the Offeror are pleased to jointly announce today that, considering all Offer Conditions having been satisfied, the Offeror declares the Offer unconditional (doet gestand). The number of Shares that have been tendered for acceptance or irrevocably committed under the Offer, is equal to 80.1% of the Shares.

As announced on 23 July 2021, during the Offer Period, that expired at 17:40 hours (CEST) on 23 July 2021, 7,549,314 Shares were tendered under the Offer, representing approximately 77.9% of the Shares and an aggregate value of approximately EUR 112.5 million.

Alychlo NV, holding 215,858 Shares (representing 2.2% of the Shares), has irrevocably committed to tender all Shares held by it (the Committed Shares) in the Post-Acceptance Period on the terms and conditions of the Offer, including the Offer Price of EUR 14.90 (cum dividend) in cash per Share, adjusted to EUR 14.50 (cum dividend) in cash per Share for the dividend of EUR 0.40 per Share. Alychlo NV did not receive any information relevant for a Shareholder in connection with the Offer that is not included in the Offer Memorandum or this press release. At the date of this press release, the Offeror on the one hand, and Alychlo NV on the other hand, do not hold shares in each other’s capital.

Together with the Committed Shares, a total of 7,765,172 Shares have now been tendered or irrevocably committed to be tendered under the Offer, representing 80.1% of the Shares and an aggregate value of approximately EUR 115.7 million (at an Offer Price of EUR 14.90 (cum dividend) in cash per Share, adjusted to EUR 14.50 (cum dividend) in cash per Share for the dividend of EUR 0.40 per Share).

As a result, all Offer Conditions described in the Offer Memorandum have now been satisfied, and the Offeror declares the Offer unconditional (doet gestand).


Settlement

With reference to the Offer Memorandum dated 27 May 2021, holders of Shares who accepted the Offer shall receive the Offer Price for each Tendered Share tendered during the Offer Period and transferred (geleverd) for acceptance pursuant to the Offer, under the terms and conditions of the Offer and subject to its restrictions.

Settlement of the Shares and payment of the Offer Price will take place on 30 July 2021. Following Settlement, the Offeror will hold (directly or indirectly) 7,549,314 Shares which together with the Committed Shares amounts to 7,765,172 Shares, representing 80.1% of the Shares.

Upon Settlement the changes to the composition of the Supervisory Board of ICT Group, as approved by the EGM on 9 July 2021, will become effective.