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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO.596/2014 AS IT FORMS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

5 June 2024

RECOMMENDED CASH ACQUISITION

of

GRC International Group plc

by

Bloom Seed Bidco Limited

(a newly formed company indirectly owned by

investment funds advised by Bloom Equity Partners Management, LLC.)

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

1          Introduction

The boards of directors of Bidco and GRC are pleased to announce that they have reached agreement on the terms and conditions of a recommended all cash offer to be made by Bidco for the entire issued, and to be issued, ordinary share capital of GRC.

It is intended that the Acquisition will be implemented by way of a court‑sanctioned scheme of arrangement under Part 26 of the 2006 Act (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel). The Conditions to the Acquisition are set out in full in Appendix 1 to this announcement.

2          The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and the full terms and conditions to be set out in the Scheme Document, each GRC Shareholder will be entitled to receive:

for each GRC Share: 8.0 pence in cash

The Acquisition price per GRC Share represents a premium of approximately:

·    66.7 per cent. to the Closing Price of 4.8 pence per GRC Share on 4 June 2024 (being the Business Day before the commencement of the Offer Period);

·    66.7 per cent. to the average price of 4.8 pence per GRC Share for the one-month period ended 4 June 2024 (being the Business Day before the commencement of the Offer Period); and

·    44.4 per cent. to the average price of 5.5 pence per GRC Share for the six-month period ended 4 June 2024 (being the Business Day before the commencement of the Offer Period).

The Acquisition values GRC's entire issued, and to be issued, ordinary share capital at approximately £8.6 million on a fully diluted basis.

The GRC Shares will be acquired pursuant to the Acquisition fully paid and free from all liens, charges, equities, encumbrances, rights of pre‑emption and any other interests of any nature whatsoever and together with all rights attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid with a record date on or after the Effective Date.

If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the GRC Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the GRC Shares by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital or value, in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition. In such circumstances, GRC Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value.

3          Background to and reasons for the Acquisition

Bidco has been monitoring the cybersecurity sector for potential investment opportunities as it believes that this is a sector that has excellent growth credentials.

Bidco has identified GRC as a business with a solid offering in the cybersecurity space and Bidco believes that with its operating resources, GRC can realise more growth opportunities within the market. GRC is a well-established player in the governance, risk management and compliance market, with a broad offering across its three divisions and a product range that is regularly updated based on the changing needs and standards in the market.

Bloom Equity has had significant successes as investors, board members and operating executives in tech-enabled services and software businesses and believes that this experience and its network in the cybersecurity sector could be of great advantage to help scale GRC to the next level. In addition, most of Bloom Equity's investments are U.S./Europe cross-border businesses, and Bloom Equity believes there is the potential to help the GRC management team grow the GRC business in the U.S.

Bidco believes it can not only provide GRC with a stronger platform for growth but that it can also support GRC in delivering against its growth potential by providing access to additional capital, expertise and resources. Bidco plans to make future investments to capitalise on the market opportunity and help GRC achieve its strategic growth agenda of expanding its global footprint and enhancing the service and product offerings GRC provides to its customers.

4          Recommendation

The GRC Directors, who have been so advised by Singer Capital Markets as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the GRC Directors, Singer Capital Markets have taken into account the commercial assessments of the GRC Directors. Singer Capital Markets are providing independent financial advice to the GRC Directors. Singer Capital Markets is providing independent financial advice for the purposes of Rule 3 of the Takeover Code.

Accordingly, the GRC Directors intend to recommend unanimously that the GRC Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting as the GRC Directors who hold GRC Shares have irrevocably undertaken to do in respect of their own beneficial holdings totalling 44,002,640 GRC Shares (representing approximately 40.8 per cent. of the existing issued ordinary share capital of GRC as at 4 June 2024, being the Business Day prior to the date of this announcement). Further details of these undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this announcement.

5          Background to and reasons for the recommendation

In the early life of the GRC Group, GRC's focus was on delivering an integrated solution to the business problem of responding to cyber threats and compliance requirements, thus enabling boards to have oversight of the technology. The introduction of the General Data Protection Regulation ((EU) 2016/679) ("GDPR") led to an increased focus on data protection and privacy compliance, underpinning GRC's initial public offering in 2018. When the demand for GDPR related services began to recede in importance following its adoption, the Group failed to achieve the growth it had anticipated at the time of its listing, and this has been reflected in a reduction in the Company's market value. The GRC Directors have therefore started to re-focus the Company towards a SaaS business model based upon the combination of cyber security and privacy.

Cyber risk has risen dramatically in recent times leading to an increased corporate focus on cyber and privacy compliance. This, alongside the dramatic increase in the cost of cyber insurance and the heightened reputational risks associated with breaches will, the GRC Directors believe, help the Group grow in the medium term. The GRC Directors believe that the GRC Group is well positioned to take advantage of the significant opportunity in the global Governance, Risk Management and Compliance and Cyber RegTech market.

However, the GRC Directors believe that, whilst the outlook for the GRC Group's key target markets is favourable in the medium term, given global market need and demand, GRC will require both scale and reach to take full advantage of these opportunities. To fulfil its potential and deliver on GRC's accelerated growth plan, the GRC Directors believe that GRC will need access to additional growth capital and to strengthen its balance sheet. Given the current financial market conditions, the GRC Directors do not believe that access to such additional capital is readily available to GRC via the capital markets at a price that would enable it to deliver shareholder value in the short to medium term. The GRC Directors believe that the Acquisition will provide the necessary resources and support required to scale GRC's business, whilst also removing the significant cost and regulatory burden and constraints of being a UK publicly quoted company.

In this context, the GRC Directors also note that, prior to agreeing the terms of the Acquisition, they, with input from GRC's advisers, ran a process designed to elicit expressions of interest in the GRC Group with a view to securing the best deal for GRC Shareholders. The GRC Directors confirm that following this process they have received no other indications of interest at levels deemed to be acceptable by the GRC Directors and are not as at the date of this announcement in discussions with any other party.

The GRC Directors also recognise that the market for GRC Shares is relatively illiquid, making it challenging for GRC Shareholders to monetise their holdings should they so wish. The Acquisition provides GRC Shareholders with the opportunity for an immediate and certain realisation of cash.

The GRC Directors have consulted with a number of the GRC Shareholders who have demonstrated their support for the Acquisition, as evidenced by their provision of an irrevocable undertaking and a letter of intent to vote in favour of the Scheme in respect of, in aggregate, 27,207,775 GRC Shares representing approximately 25.2 per cent. of GRC's existing issued share capital (as at 4 June 2024, being the Business Day prior to the date of this announcement).

In addition to the financial terms of the Acquisition, in its evaluation of Bidco as suitable owners of GRC from the perspective of all stakeholders, the GRC Directors have also taken into account Bidco's intentions for the business, management and employees and other stakeholders of GRC, as set out in paragraph 12 below. In particular, the GRC Directors note that Bidco has confirmed that it will seek to continue with the growth plan of the UK business and the importance placed by Bidco on the existing employees and other stakeholders of GRC.

Consequently, the GRC Directors believe that the Acquisition represents the best opportunity for GRC to accelerate its growth strategy for the benefit of all stakeholders.

6          Information relating to Bidco and Bloom Equity

Bidco

Bidco is a private limited company incorporated in England and Wales on 31 May 2024. Bidco is a newly-formed vehicle, indirectly owned by investment funds advised by Bloom Equity. Bidco was formed for the purposes of the Acquisition and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

Bloom Equity

Bloom Equity is a global private equity firm headquartered in New York, USA that invests exclusively in lower middle market B2B technology, software and tech-enabled business service companies in North America, Western Europe and Australia. Bloom Equity has an operating model that is focused on working with its portfolio companies to help them to deliver against their growth strategies in a capital-efficient manner. Bloom Equity's approach is to view its team as an extension of the portfolio company's management team to help them grow towards $100 million of revenue.

Bloom Equity's investment and in-house operations team have strong credentials in unlocking growth and scaling software and tech-enabled services companies (both organically and through a considered M&A strategy).

7          Information relating to GRC

GRC is an international governance, risk management and compliance company whose main business is cyber defence in depth. GRC is a leading global, integrated cyber security service provider delivering great value to clients. As a group of companies, GRC provides a range of products and services to address the cyber security governance, risk management and compliance requirements of organisations to enable them to meet the commercial requirements and regulatory standards that are in force, or are coming into force, in jurisdictions across the globe.

GRC's off-the-shelf and tailored solutions help organisations manage the increasingly complex cyber and privacy compliance demands all organisations face today. From ISO 27001, PCI DSS and Penetration Testing to Cloud security and DPO as a Service to Privacy by Design and Data Water marking, GRC's specialist platforms, services and professional expertise are designed to give clients, both large and small, peace of mind in respect of their cyber and privacy compliance demands. As a group, the GRC Group has a broad and integrated global portfolio of cyber and privacy platforms. GRC's combined expertise makes it a go-to resource for building cyber resilience and managing cyber threats while meeting global privacy requirements. As a group of companies with nine subsidiaries operating across the compliance and cyber security space, the GRC Group helps organisations develop and execute their cyber resilience and defence in depth strategies.

GRC has grown from a niche information security and privacy training and consultancy business into a broader Governance, Risk and Compliance Group with a Cyber Defence-in-Depth model which means it is able to sell long-term strategic relationships with clients and a service offering structured around three divisions: e-Commerce, SaaS and Professional Services. Across these three divisions, GRC works to improve customers' cyber resilience and compliance postures. GRC uses its expertise to deliver broad Cyber Defence-in-Depth solutions that are tailored to customers' risk appetites, budgets and business goals.

Earlier today, GRC separately announced a trading update for the period to 31 March 2024 ("FY24") which stated that FY24 was a third year of solid progress in improving revenue, margins and productivity.

o  A summary of the key highlights from the trading update include Revenue expected to be up 4% to £15.3m (FY23: £14.7m).

o Contracted and recurring revenue expected to be up 3% to £11.0m (FY23: £10.7m).

o Annualised Recurring Revenue ('ARR') expected to be £11.0m (FY23: £10.9m).

o  Gross Margin expected to increase to 62% (FY23: 61%).

o Continued Gross Margin improvement from 52% in FY21 to 62% in FY24

o  Underlying EBITDA expected to be not less than £1.0m (FY23: £0.3m) up 330%.

o  Year-end cash of £0.2m (FY23: £0.1m).

o Total borrowings at 31 March 2024 (excluding capitalised lease obligations) of £1.7m (FY23: £1.3m).

While the GRC Directors anticipate that the UK general election will affect short term sales, trading in April was in line with expectations.

The FY24 numbers detailed above are unaudited and actual outturn for the financial year may be subject to adjustment through the audit process. Underlying EBITDA is earnings before interest, tax, depreciation and amortisation, adjusted to remove exceptional administrative costs not part of normal trading.

The GRC Directors have considered the profit estimate and confirm that the profit estimate made in the trading update, and included above, remains valid at the date of this announcement. The GRC Directors confirm that the profit estimate was properly compiled based on GRC's unaudited financial information and the basis of accounting used is consistent with GRC's current accounting policies, which are in accordance with IFRS.

8          Irrevocable undertakings

In total, including the irrevocable undertakings from the GRC Directors noted below, Bidco has received irrevocable commitments and a letter of intent to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 71,210,415 GRC Shares (representing approximately 66.0 per cent. of existing issued ordinary share capital of GRC as at 4 June 2024, being the Business Day prior to the date of this announcement).

These comprise the following irrevocable undertakings and a non-binding letter of intent:

·    Bidco has received irrevocable undertakings from the GRC Directors who hold GRC Shares to: (i) vote (or, where applicable, procure voting) in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer); and (ii) vote against any competing proposal, in respect of, in aggregate, 44,002,640 GRC Shares (representing approximately 40.8 per cent. of the existing issued ordinary share capital of GRC as at 4 June 2024, being the Business Day prior to the date of this announcement). The undertaking from the GRC Directors will remain binding in the event that a higher competing offer for GRC is made.

·    In addition to the irrevocable undertakings received from the GRC Directors described above, Bidco has received an irrevocable undertaking to vote (or, where applicable, procure voting) in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), from Nigel Wray in respect of, in aggregate, 12,217,775 GRC Shares (representing approximately 11.3 per cent. of the existing issued ordinary share capital of GRC as at 4 June 2024, being the Business Day prior to the date of this announcement).

·    In addition Bidco has received a letter of intent from Canaccord Genuity Asset Management Limited to instruct their custodian to vote in favour of the Acquisition in respect of, in aggregate, 14,990,000 GRC Shares (representing approximately 13.9 per cent. of the existing issued ordinary share capital of GRC as at 4 June 2024, being the Business Day prior to the date of this announcement).

Further details of these irrevocable undertakings (including the circumstances in which they cease to be binding) and the letter of intent are set out in Appendix 3 to this announcement.

9          Financing of the Acquisition

The cash consideration payable by Bidco under the terms of the Acquisition will be financed by an equity investment indirectly into Bidco from the Bloom Funds.

Cavendish, in its capacity as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable to GRC Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

10        Offer‑related arrangements

Confidentiality Agreement

GRC and Bloom Equity entered into the confidentiality agreement on 28 November 2023 pursuant to which Bloom Equity has undertaken to keep certain information relating to the GRC Group confidential and not to disclose such information to third parties except to certain permitted disclosees for the purposes of evaluating the Acquisition or if required by applicable laws or regulations. The Confidentiality Agreement also contains customary non-solicit and standstill provisions (subject to customary carve-outs).

11        Disclosure of interests in GRC securities

Except for the irrevocable undertakings and the letter of intent referred to in paragraph 8 above and Appendix 3, as at 4 June 2024 (being the Business Day prior to the date of this announcement) neither Bidco, nor any of its directors, nor, so far as Bidco is aware, any person treated as acting in concert (within the meaning of the Takeover Code) with it for the purposes of the Acquisition (i) had any interest in or right to subscribe for or had borrowed or lent any GRC Shares or securities convertible or exchangeable into GRC Shares, or (ii) had any short positions in respect of relevant securities of GRC (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, or (iii) has borrowed or lent any relevant securities of GRC (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) save for any borrowed shares which have been either on-lent or resold, or (iv) is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code.

It has not been practicable for Bidco to make enquiries of all of its concert parties in advance of the release of this announcement. Therefore, if Bidco becomes aware, following the making of such enquiries, that any of its concert parties have any additional interests in the relevant securities of GRC, all relevant details in respect of Bidco's concert parties will be included in Bidco's Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code which must be made on or before 12 noon (London time) on 19 June 2024.

12        Directors, management, employees, pensions, research and development and locations

Strategic plans for GRC

As set out in paragraph 3 of this Announcement, Bidco believes that the Acquisition represents an attractive opportunity to support GRC with its growth plans. Bidco believes that in a private company setting, with access to additional capital and the expertise and resources of Bloom Equity, GRC will be able to strengthen its platform and be better positioned to capitalise on future growth opportunities.

Bidco plans to support the GRC management team to enable them to capitalise on the market opportunity. Bidco agrees with the GRC management team's belief that to capitalise on the market opportunity in the cyber security sector GRC needs to expand its global footprint and enhance the service and product offerings GRC provides to its customers. Bidco believes that it will be able to assist GRC, with its sector knowledge and the team at Bloom Equity's experience with helping companies grow. In addition, Bidco has confirmed that it can provide GRC with access to additional financing should that be required to deliver GRC's growth strategy.

Bidco has only been granted access to GRC's senior management for the purposes of confirmatory due diligence. Whilst this has been sufficient to formulate its intention to support GRC's ongoing strategy following completion of the Acquisition, Bidco will work with GRC's management to evolve the strategy as GRC is no longer burdened by a listing and its current capital constraints. Bidco expects to conclude this strategic review within approximately six months from the Effective Date.

This evaluation will involve an assessment of the opportunity across the business to enhance its strategic positioning, accelerate development and deliver its long-term objectives. Bidco expects the review to include, among other topics:

·    assessing GRC's public company related headcount and the appropriate employee structure to deliver against Bidco's growth ambitions;

·    evaluating customer opportunities to continue to scale in international markets, in particular the U.S.;

·    identifying, evaluating and executing acquisition opportunities; and

·    identifying areas to invest in to support the future product and R&D roadmap.

Employees and management

Bidco recognises the significant contribution made by GRC's management team and employees to GRC's development to date and attaches great importance to their skills and experience. Bidco is looking forward to working with GRC's management team and employees to ensure that the business thrives as a private company, thereby offering greater opportunities for GRC's staff, particularly in terms of activities that pertain to developing and expanding its position on a global basis.

Bidco intends to complete a detailed evaluation of GRC to inform the process and scope for any cost base rationalisation including that of headcount. As part of this review, Bidco intends to discuss with, and further draw upon, GRC management's experience to gain a detailed understanding of the GRC organisation, and the roles and responsibilities of employees within the business. Bidco is looking to acquire GRC to support the growth of GRC, rather than being focused on cost rationalisation. Therefore, should there be any headcount reductions it is not intended that these will be greater than 10 per cent. of the GRC employee numbers.

Bidco confirms the existing contractual and statutory rights and terms and conditions of employment, including pension obligations, of the management and employees of GRC will be fully safeguarded in accordance with applicable law.

Bidco has no intention to make any material change to the conditions of employment of GRC employees or in the balance of the skills and functions of the employees and management of GRC.

Bidco expects that GRC's non-executive directors will resign from the GRC Board upon completion of the Acquisition.

Management incentive arrangements

Bidco intends to review the management, governance and incentive structure of GRC. Bidco intends to put in place incentivisation arrangements for managers and employees of GRC. However, Bidco has not entered into any form of incentivisation arrangement with any member of GRC's management or with any GRC employee, and nor has it had discussions on the terms of any such incentivisation arrangement. Bidco does not intend to enter into such discussions prior to the completion of the Acquisition.

Pension schemes

No member of the Group participates in any defined benefit pension schemes.

As described above, Bidco intends that the existing contractual and statutory rights of members of GRC's defined contribution pension schemes will be fully safeguarded in accordance with applicable law.

Headquarters, headquarter functions, locations, fixed assets and research and development

Consistent with the post-completion evaluation outlined above, and mindful of virtual working practices, Bidco intends to review GRC's operating location and headquarter requirements. Bidco does not intend to change the location of GRC's headquarters and office locations. Bidco has no intention to make any changes to GRC's fixed asset base at this time.

Bidco does not intend to make any changes to GRC's research and development functions, except for potential investments to strengthen these capabilities.

Trading Facilities

GRC Shares are currently admitted to trading on the London Stock Exchange's AIM market, and, subject to the Scheme becoming Effective, an application will be made to the London Stock Exchange to cancel the admission of GRC Shares to trading on AIM on or shortly after the Effective Date.

As soon as practicable after the Effective Date, it is intended that GRC will be re-registered as a private limited company under the relevant provisions of the 2006 Act.

None of the statements in this paragraph 12 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

13        GRC Share Plan

Participants in the GRC Share Plan will be contacted regarding the effect of the Acquisition on their options and awards under the GRC Share Plan. Details of the impact of the Scheme on the GRC Share Plan and the proposals will be set out in the Scheme Document. Options under the GRC Share Plan have a higher exercise price than the Acquisition price per share and therefore no proposals are required to be made for any options under the GRC Share Plan pursuant to Rule 15 of the Takeover Code. Accordingly, no such Rule 15 proposals will be made to option holders in connection with the Acquisition.

14        Scheme process

The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before the Long Stop Date (or such later date, if any, (a) as Bidco and GRC may agree or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow):

·    a resolution to approve the Scheme is passed by a majority in number of GRC Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of each class of the Scheme Shares held by those GRC Shareholders;

·    the Resolution necessary to implement the Scheme and the Acquisition is passed by the requisite majority of GRC Shareholders at the General Meeting;

·    following the Court Meeting and General Meeting and satisfaction and/or waiver (where applicable) of the other Conditions, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by the Bidco and GRC); and

·    following such sanction, an office copy of the Scheme Court Order is delivered to the Registrar of Companies.

The Conditions in paragraphs 1 and 2 of Appendix 1 to this announcement provide that the Scheme will lapse (under the authority of Rule 13.5(b) of the Takeover Code) if:

·    the Court Meeting and the General Meeting are not held by the 22^nd day after the expected date of the Court Meeting and the General Meeting to be set out in the Scheme Document in due course (or such later date, if any, (a) as Bidco and GRC may agree or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow);

·    the Sanction Hearing to approve the Scheme is not held by the 22^nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date as Bidco may determine with the agreement of GRC or with the consent of the Panel and the approval of the Court, if such approval is required); or

·    the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date (or such later date as Bidco may determine with the agreement of GRC or with the consent of the Panel and the approval of the Court, if such approval is required).

If any Condition in paragraph 2 of Part A of Appendix 1 to this announcement is not capable of being satisfied by the date specified therein, Bidco shall make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by not later than 8.00 a.m. on the Business Day following the date so specified, stating whether Bidco has invoked that Condition, (where applicable) waived that Condition or, with the agreement of GRC, specified a new date by which that Condition GRC be satisfied.

Once the necessary approvals from GRC Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become Effective upon delivery of a copy of the Court Order to the Registrar of Companies. Subject to the satisfaction of the Conditions, the Scheme is expected to become Effective during the third quarter of 2024.

Upon the Scheme becoming Effective: (i) it will be binding on all GRC Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of GRC Shares will cease to be valid and entitlements to GRC Shares held within the CREST system will be cancelled. In accordance with the applicable provisions of the Takeover Code, the consideration for the transfer of the Scheme Shares to Bidco will be despatched no later than 14 days after the Effective Date.

Any GRC Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolution to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any GRC Shares issued after the Scheme Record Time (including in satisfaction of any options exercised under the GRC Share Plan, and other than to Bidco and/or their nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and their nominees) holding shares in the capital of GRC after the Effective Date.

Further details of the Scheme, including expected times and dates for each of the Court Meeting, the General Meeting and the Sanction Hearing, together with notices of the Court Meeting and the General Meeting, will be set out in the Scheme Document. It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document will be published as soon as practicable and in any event within 28 days of this announcement (or such later date as the Bidco and GRC may, with the consent of the Panel, agree and, if required, the Court may approve).

15        Delisting, and cancellation of trading and re‑registration

Prior to the Acquisition becoming Effective, GRC will make an application to the London Stock Exchange for the cancellation of the admission to trading of GRC Shares on AIM, to take effect from or shortly after the Effective Date.

The last day of dealings in the GRC Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. (London time) on that date.

On the Effective Date, all of the GRC Shares will become owned by Bidco and the share certificates in respect of those GRC Shares will cease to be valid and of value and should be destroyed. In addition, entitlements to GRC Shares held within the CREST system will be cancelled.

It is intended that GRC will be re-registered as a private limited company as part of the Scheme and for this to take effect as soon as practicable on or following the Effective Date.

16        Documents

Copies of the following documents will be available promptly on GRC's website, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.grci.group/investors and in any event by no later than noon on the Business Day following this announcement:

·    this announcement;

·    the Confidentiality Agreement;

·    the irrevocable undertakings and the letter of intent referred to in paragraph 8 above and summarised in Appendix 3 to this announcement; and

·    the consents from financial advisers to being named in this announcement.

Neither the content of the website referred to in this announcement, nor any website accessible from hyperlinks set out in this announcement, is incorporated into or forms part of this announcement.

17        General

Bidco reserves the right to elect (with the consent of the Panel) to implement the acquisition of the GRC Shares by way of an Offer as an alternative to the Scheme. In such event, the Offer will be implemented on substantially the same terms, so far as is applicable, as those which would apply to the Scheme.

If the Acquisition is effected by way of an Offer, and such an Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to: (i) make a request to the London Stock Exchange to cancel the admission to trading of GRC Shares on AIM; and (ii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining GRC Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase GRC Shares otherwise than under the Scheme or any Offer, including pursuant to privately negotiated purchases.

The Acquisition will be on the terms and subject to the conditions set out herein and in Appendix 1, and to be set out in the Scheme Document. The bases and sources for certain financial information contained in this announcement are set out in Appendix 2. Details of undertakings received by Bidco are set out in Appendix 3. Certain definitions and terms used in this announcement are set out in Appendix 4. The formal Scheme Document will be sent to GRC Shareholders within 28 days of this announcement (or on such later date as may be agreed with GRC and the Panel).

Cavendish (as sole financial adviser to Bidco), Wyvern Partners (as financial adviser to GRC) and Singer Capital Market (as Rule 3 adviser to GRC) have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

Enquiries

Fladgate LLP is acting as legal adviser to Bloom Equity.

Mills & Reeve LLP is acting as legal adviser to GRC.

Further information

Cavendish Capital Markets Limited ""Cavendish""), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Bloom Equity and Bidco and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Bloom Equity and Bidco for providing the protections offered to clients of Cavendish or for providing advice in connection with any matter referred to in this announcement. Neither Cavendish nor any of its affiliates (nor 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 Cavendish in connection with this announcement, any statement contained herein, the Offer or otherwise. No representation or warranty, express or implied, is made by Cavendish as to the contents of this announcement.

Wyvern Partners Limited ("Wyvern"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively to GRC and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than GRC for providing the protections afforded to clients of Wyvern nor for providing advice in connection with the subject matter of this announcement. Neither Wyvern nor any of its affiliates (nor any of their respective directors, partners, 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 Wyvern in connection with this announcement, any statement contained herein, the Offer or otherwise. No representation or warranty, express or implied, is made by Wyvern as to the contents of this announcement.

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser and nominated adviser exclusively to GRC and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than GRC for providing the protections afforded to clients of Singer Capital Markets nor for providing advice in connection with the subject matter of this announcement. Neither Singer Capital Markets nor any of its affiliates (nor any of their respective directors, partners, 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 Singer Capital Markets in connection with this announcement, any statement contained herein, the Offer or otherwise. No representation or warranty, express or implied, is made by Singer Capital Markets as to the contents of this announcement.

Dowgate Capital Limited ("Dowgate"), which is authorised and regulated in the United Kingdom by the FCA, is acting as joint broker exclusively to GRC and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than GRC for providing the protections afforded to clients of Dowgate nor for providing advice in connection with the subject matter of this announcement. Neither Dowgate nor any of its affiliates (nor any of their respective directors, partners, 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 Dowgate in connection with this announcement, any statement contained herein, the Offer or otherwise. No representation or warranty, express or implied, is made by Dowgate as to the contents of this announcement.

This announcement is for information purposes only and 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 Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of GRC in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document).

This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.

Bidco reserves the right to elect to implement the Acquisition by way of an Offer as an alternative to the Scheme (subject to the Panel's consent). In such event, the Acquisition will be implemented on substantially the same terms, so far as applicable, as those which will apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in method of effecting the Acquisition (including, without limitation: (i) the inclusion of an acceptance condition set at 75 per cent. of the GRC Shares to which such Offer relates (or such other percentage as Bidco may, subject to the rules of the Takeover Code and with the consent of the Panel, decide); and (ii) those required by, or deemed appropriate by, Bidco under applicable law). Further, if sufficient acceptances of such Offer are received and/or sufficient GRC Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of Chapter 3 of Part 28 of the 2006 Act to acquire compulsorily any outstanding GRC Shares to which such Offer relates.

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, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Overseas Shareholders

The release, publication or distribution of this announcement in or into 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 of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or 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 AIM Rules, 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.

The availability of the Acquisition to GRC Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their GRC Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court 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. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into, from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in, into, from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders will be included in the Scheme Document.

Notice to U.S. GRC Shareholders

GRC Shareholders in the United States should note that the Acquisition relates to the securities of a company organised under the laws of England and Wales and is proposed to be effected by means of a scheme of arrangement under the 2006 Act. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the AIM Rules, the Takeover Code and UK disclosure requirements, and the format and style applicable to a scheme of arrangement under the 2006 Act, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements and practices of the United States tender offer and proxy solicitation rules.

None of the securities referred to in this announcement nor the information contained in this announcement has been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon the fairness or merits of the proposal contained in this announcement or determined the adequacy or accuracy of the information contained herein. Any representation to the contrary is a criminal offence in the United States.

GRC's financial statements, and all financial information that is included in this announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been prepared in accordance with the UK adopted International Accounting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles. US generally accepted principals differ in certain respects from the UK adopted International Accounting Standards. None of the financial information in this announcement has been audited in accordance with the auditing standards generally accepted in the US or the auditing standards of the Public Company Accounting Oversight Board of the US.

It may be difficult for US holders of GRC Shares to enforce their rights and any claims they may have arising under US federal securities laws in connection with the Acquisition, since GRC is organised under the laws of a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States, and most of the assets of GRC are located outside of the United States. US holders of GRC Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.

If Bidco were to elect to implement the Acquisition by means of an Offer, such Offer may be made in compliance with applicable US securities laws and regulations, including to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and will be made in accordance with the Takeover Code. Such an Offer may be made in the United States by Bidco and no one else. Accordingly, the Acquisition may be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

The receipt of cash pursuant to the Acquisition by a GRC Shareholder in the United States as consideration for the transfer of its GRC Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under any applicable United States state and local income tax laws. Each GRC Shareholder in the United States is urged to consult its independent professional tax or legal adviser immediately regarding the US federal, state and local income and non-income tax consequences of the Acquisition applicable to it, as well as any consequences arising under the laws of any other taxing jurisdiction.

Forward Looking Statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and GRC contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and GRC about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and GRC (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, GRC's, the Bloom Funds', Bloom Equity or any member of the GRC Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, GRC's, the Bloom Funds', Bloom Equity or any member of the GRC Group's business.

Although Bidco and GRC believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and GRC can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; changes in the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco, Bloom Equity, the Bloom Funds and GRC operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco, , Bloom Equity, the Bloom Funds and GRC operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco, , Bloom Equity, the Bloom Funds nor GRC, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the GRC Group, there may be additional changes to the GRC Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

Other than in accordance with their legal or regulatory obligations, neither Bidco, Bloom Equity, the Bloom Funds nor GRC is under any obligation, and Bidco, Bloom Equity, the Bloom Funds and GRC expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3.30 pm (London time) on the 1^0th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 1^0th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure GRC instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on GRC's website at https://www.GRC.group/investors by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, neither the content of this website nor of any website accessible from hyperlinks set out in this announcement is incorporated by reference or forms part of this announcement.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for GRC for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for GRC.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, GRC Shareholders, persons with information rights and participants in the GRC Share Plan may request a hard copy of this announcement, free of charge, by contacting the Company's registrars, Equiniti Limited, during business hours on +44 (0)371 384 2050 or in writing to Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Takeover Code, such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by GRC Shareholders, persons with information rights and other relevant persons for the receipt of communications from GRC may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

General

If the Acquisition is effected by way of an Offer, and such an Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining GRC Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase GRC Shares otherwise than under any Offer or the Scheme, including pursuant to privately negotiated purchases.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, GRC confirms that, as at 4 June 2024, it had in issue 107,826,246 ordinary shares of 0.1 pence each. The ISIN for the shares is GB00BG06MV41.

Appendix 1
Conditions and Further Terms of the Transaction

Part A
Conditions to the Scheme and Acquisition

The Acquisition will be subject to the terms and conditions set out in this Appendix and in the Scheme Document.

1.       Conditions to the Acquisition

The Acquisition will be conditional on the Scheme becoming unconditional and becoming Effective, subject to the Takeover Code, by no later than 11.59 p.m. (London time) on the Long Stop Date, or such later date, if any, (a) as Bidco and GRC may agree or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow.

2.       Scheme Approval

The Scheme will be subject to the following conditions:

2.1         (i)             its approval by a majority in number representing 75% or more in value of Scheme Shares held by GRC Shareholders who are on the register of members of GRC at the Voting Record Time (or the relevant class or classes thereof, if applicable), in each case present, entitled to vote and voting, either in person or by proxy, at the Court Meeting or at any separate class meeting which may be required by the Court (as applicable) or at any adjournment of any such meeting; and

(ii)            the Court Meeting and any separate class meeting which may be required by the Court (or any adjournment of any such meeting) being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date, if any, (a) as Bidco and GRC may agree or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow);

2.2         (i)             the Resolution being duly passed by the requisite majority or majorities at the General Meeting; and

(ii)            the General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date, if any, (a) as Bidco and GRC may agree or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow); and

2.3         (i)             the sanction of the Scheme by the Court with or without modification (but subject to any such modification being agreed by Bidco and GRC) and the delivery of a copy of the Court Order to the Registrar of Companies; and

(ii)            the Sanction Hearing being held on or before the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date, if any, (a) as Bidco and GRC may agree or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow).

In addition, Bidco and GRC have agreed that, subject as stated in Part B below and to the requirements of the Panel and the Takeover Code, the Acquisition will be conditional on the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

3.       Third Party clearances

3.1         The waiver (or non-exercise within any applicable time limits) by any Relevant Authority or any other body or person whatsoever in any jurisdiction (each a Third Party) of any termination right, right of pre-emption, first refusal or similar right (which is material in the context of the Wider GRC Group taken as a whole or in the context of the Acquisition) arising as a result of or in connection with the Acquisition including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control or management of, GRC by Bidco or any member of the Wider Bidco Group.

3.2         All necessary filings or applications having been made in connection with the Acquisition and all mandatory statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wider Bidco Group of any shares or other securities in, or control of, GRC and all material Authorisations (being Authorisations where the direct consequence of a failure to obtain such Authorisation would be unlawful in any relevant jurisdiction or have a material adverse effect on Wider GRC Group or the ability of Bidco to implement the Acquisition) necessary for or in respect of the Acquisition including without limitation, its implementation or the proposed direct or indirect acquisition of any shares or other securities in, or control of, GRC or any member of the Wider GRC Group by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or persons with whom any member of the Wider GRC Group has entered into contractual arrangements and all such material Authorisations necessary to carry on the business of any member of the Wider GRC Group which is material in the context of the Wider Bidco Group or the Wider GRC Group, in either case taken as a whole, or for or in respect of the Acquisition, including without limitation its implementation, remaining in full force and effect and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Acquisition becomes otherwise unconditional.

3.3         No Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same), or having enacted, made or proposed any statute, regulation, decision or order, or change to published practice or having taken any other steps, and there not continuing to be outstanding any statute, regulation, decision or order, which in each case would or may reasonably be expected to:

3.3.1        require, prevent or materially delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Bidco Group or any member of the Wider GRC Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own, control or manage any of their respective assets or properties or any part thereof which, in any such case, is material in the context of the Wider Bidco Group or the Wider GRC Group in either case taken as a whole or in the context of the Acquisition;

3.3.2        require, prevent or materially delay the proposed divestiture by any member of the Wider Bidco Group of any shares or other securities in GRC;

3.3.3        impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider GRC Group or to exercise voting or management control over any such member, in each case to an extent which is material in the context of the Wider GRC Group taken as a whole or in the context of the Acquisition;

3.3.4        otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Bidco Group or of any member of the Wider GRC Group to an extent which is material in the context of the Wider Bidco Group or the Wider GRC Group in either case taken as a whole or in the context of the Acquisition;

3.3.5        make the Acquisition or its implementation or the acquisition or proposed acquisition by Bidco or any member of the Wider Bidco Group of any shares or other securities in, or control of GRC void, illegal, and/or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit or materially delay the same, or impose material additional conditions or obligations with respect thereto;

3.3.6        require (save as envisaged in connection with the Acquisition or, if applicable, sections 974 to 991 (inclusive) of the 2006 Act) any member of the Wider Bidco Group or the Wider GRC Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider GRC Group or the Wider Bidco Group owned by any third party, in each case to an extent which is material in the context of the Wider Bidco Group or the Wider GRC Group in either case taken as a whole or in the context of the Acquisition;

3.3.7        impose any limitation on the ability of any member of the Wider Bidco Group to integrate, conduct or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any member of the Wider GRC Group which is adverse to and material in the context of the Wider GRC Group or the Wider Bidco Group in each case taken as a whole or in the context of the Acquisition; or

3.3.8        result in any member of the Wider GRC Group ceasing to be able to carry on business under any name under which it presently does so to an extent which is material in the context of the Wider GRC Group taken as a whole or in the context of the Acquisition,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any GRC Shares having expired, lapsed or been terminated.

4.       Certain matters arising as a result of any arrangement, agreement, etc.

Except as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider GRC Group is a party or by or to which any such member or any of its assets are or may be bound, entitled or subject, or any circumstance which, in each case as a consequence of the Acquisition or the proposed acquisition of any shares or other securities (or equivalent) in GRC or because of a change in the control or management of GRC or otherwise, could or might reasonably be expected to result in (in each case to an extent which is or would be material and adverse in the context of the Wider GRC Group, taken as a whole, or in the context of the Acquisition):

4.1         any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

4.2         any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

4.3         any assets or interests of any such member being or failing to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;

4.4         the creation, other than as Disclosed, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interest of any such member or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable;

4.5         the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

4.6         the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

4.7         any such member ceasing to be able to carry on business under any name under which it presently does so;

4.8         the creation or acceleration of any liability, actual or contingent, by any such member (including any material tax liability or any obligation to obtain or acquire any material authorisation, notice, waiver, concession, agreement or exemption from any Third Party or any person) other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Acquisition; or

4.9         any requirement on any such member to acquire, subscribe, pay up or repay any shares or other securities (or the equivalent),

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider GRC Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in paragraphs 4.1 to 4.9 of this Condition (in each case to an extent which is or would be material and adverse in the context of the Wider GRC Group, taken as a whole, or in the context of the Acquisition).

5.       Certain events occurring since Last Accounts Date

Except as Disclosed, no member of the Wider GRC Group having, since the Last Accounts Date:

5.1         save as between GRC and wholly-owned subsidiaries of GRC or for GRC Shares issued under or pursuant to the exercise of options and vesting of awards granted under the GRC Share Plan in the ordinary course, issued or agreed to issue, authorised or proposed the issue of additional shares of any class;

5.2         save as between GRC and wholly-owned subsidiaries of GRC or for the grant of options and awards and other rights under the GRC Share Plan in the ordinary course, issued, or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

5.3         other than to another member of the Wider GRC Group, sold (or agreed to transfer or sell) any treasury shares;

5.4         other than to another member of the GRC Group, before completion of the Acquisition, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether payable in cash or otherwise or made any bonus issue;

5.5         save for intra-GRC Group transactions, authorised, implemented or announced any merger or demerger with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and, in each case, to the extent which is material in the context of the Wider GRC Group taken as a whole or in the context of the Acquisition;

5.6         other than in the ordinary course of business, disposed of or agreed to dispose of any property, or, other than in the ordinary course of business, granted or entered into any agreement to grant any lien, equitable interest, charge, encumbrance or other third party right over any such property;

5.7         save for intra-GRC Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital to the extent which is material in the context of the Wider GRC Group taken as a whole or in the context of the Acquisition;

5.8         issued, authorised or proposed the issue of, or made any change in or to, any debentures or (save for intra-GRC Group transactions or save in the ordinary course of business) incurred or increased any indebtedness or become subject to any liability (actual or contingent);

5.9         purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in paragraph 5.1 or 5.2 above, made any other change to any part of its share capital, in each case, to the extent which is material in the context of the Wider GRC Group taken as a whole or in the context of the Acquisition;

5.10       other than pursuant to the Acquisition and except for intra-GRC Group transactions, implemented, or authorised, proposed or announced its intention to implement, any reconstruction, merger, demerger, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business;

5.11       been unable or, or admitted in writing that it is unable, to pay its debts as they fall due or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

5.12       (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or steps or had any legal proceedings started or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, manager, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed in each case to the extent which is material in the context of the Wider GRC Group taken as a whole or in the context of the Acquisition;

5.13       commenced negotiations with any of its creditors or taken any step with a view to rescheduling or restructuring any of its indebtedness or entered into a composition, compromise, assignment or arrangement with any of its creditors whether by way of a voluntary arrangement, scheme of arrangement, deed of compromise or otherwise;

5.14       waived, settled or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Wider GRC Group taken as a whole or in the context of the Acquisition;

5.15       entered into, varied or authorised, or proposed or announced its intention to enter into or vary any agreement, contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:

5.15.1      is of a long-term, onerous or unusual nature or magnitude (save in the ordinary course of business); or

5.15.2      involves or could reasonably be expected to involve an obligation which is materially restrictive on the business of any member of the Wider GRC Group other than of a nature and extent which is normal in the context of the business concerned,

and, in either case, which is or would reasonably be expected to be material and adverse in the context of the Wider GRC Group taken as a whole or in the context of the Acquisition;

5.16       entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or proposed to, effect any of the transactions, matters or events referred to in this Condition 5;

5.17       made any material alteration to its constitutional documents;

5.18       except in relation to changes made or agreed as a result of, or arising from, law or changes to law, made or agreed or consented to any change to:

5.18.1      the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider GRC Group for its directors, employees or their dependents;

5.18.2      the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

5.18.3      the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

5.18.4      the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made,

in each case, which has an effect that is material in the context of the Wider GRC Group taken as a whole or in the context of the Acquisition;

5.19       proposed, agreed to provide or modified the terms of any of the GRC Share Plan or other benefit constituting a material change relating to the employment or termination of employment of a material category of persons employed by the Wider GRC Group or which constitutes a material change to the terms or conditions of employment of any senior employee of the Wider GRC Group, save as agreed by the Panel (if required) and by Bidco, or entered into or changed the terms of any contract with any director or senior executive;

5.20       taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of GRC Shareholders in a general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code; or

5.21       save to the extent arising as a result of any change in applicable law, entered into or varied in a material way the terms of, any contract, agreement or arrangement with any of the directors or senior executives of any member of the Wider GRC Group (save for salary increases in the ordinary course), other than as agreed by Bidco and (if required) by the Panel.

6.       No adverse change, litigation or regulatory enquiry

Except as Disclosed, since the Last Accounts Date:

6.1         no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider GRC Group which, in any such case, is material in the context of the Wider GRC Group taken as a whole or in the context of the Acquisition;

6.2         no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider GRC Group is or is reasonably likely to become a party (whether as a plaintiff, defendant or otherwise) and no enquiry, review or investigation by, or complaint or reference to, any Third Party or other investigative body against or in respect of any member of the Wider GRC Group having been instituted, announced, implemented or threatened by or against or remaining outstanding in respect of any member of the Wider GRC Group which in any such case has had or might reasonably be expected to have a material adverse effect on the Wider GRC Group taken as a whole or in the context of the Acquisition;

6.3         no contingent or other liability of any member of the Wider GRC Group having arisen or become apparent to Bidco or increased which has had or might reasonably be expected to have a material adverse effect on the Wider GRC Group, taken as a whole or in the context of the Acquisition;

6.4         no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or remaining outstanding against or in respect of any member by or the Wider GRC Group which in any case is material in the context of the Wider GRC Group taken as a whole;

6.5         no member of the Wider GRC Group having conducted its business in breach of any applicable laws and regulations which in any case is material in the context of the Wider GRC Group taken as a whole or in the context of the Acquisition; and

6.6         no steps having been taken which are likely to result in the withdrawal, cancellation, termination or materially adverse modification of any licence or permit held by any member of the Wider GRC Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or materially adverse modification of which has had, or would reasonably be expected to have, an adverse effect which is material in the context of the Wider GRC Group taken as a whole or in the context of the Acquisition.

7.       No discovery of certain matters

Except as Disclosed, Bidco not having discovered:

7.1         that any financial, business or other information concerning the Wider GRC Group as contained in the information publicly disclosed at any time since the Last Accounts Date prior to the date of this announcement by or on behalf of any member of the Wider GRC Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not materially misleading and which was not subsequently corrected before the date of this announcement by disclosure either publicly or otherwise to Bidco or its professional advisers, in each case, to the extent which is material in the context of the Wider GRC Group taken as a whole or in the context of the Acquisition;

7.2         that any member of the Wider GRC Group or partnership, company or other entity in which any member of the Wider GRC Group has a significant economic interest and which is not a subsidiary undertaking of GRC, is subject to any liability (actual or contingent) which is not disclosed in the annual report and accounts of GRC for the financial year ended 31 March 2023, in each case, to the extent which is material in the context of the Wider GRC Group taken as a whole or in the context of the Acquisition; or

7.3         any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider GRC Group and which is material in the context of the Wider GRC Group taken as a whole or in the context of the Acquisition.

8.       Anti-corruption, economic sanctions, criminal property and money laundering

Save as Disclosed, Bidco not having discovered that:

8.1         8.1.1         any past or present member, director, officer or employee of the Wider GRC Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule or regulation concerning improper payments or kickbacks; or

8.1.2        any person that performs or has performed services for or on behalf of the Wider GRC Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation or anti-bribery law, rule or regulation or any other applicable law, rule or regulation concerning improper payments or kickbacks;

8.2         any asset of any member of the Wider GRC Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule or regulation concerning money laundering or proceeds of crime or any member of the Wider GRC Group is found to have engaged in activities constituting money laundering under any applicable law, rule or regulation concerning money laundering;

8.3         any past or present member, director, officer or employee of the GRC Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from:

8.3.1        any government, entity or individual in respect of which U.S., UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by U.S., UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HMRC; or

8.3.2        any government, entity or individual targeted by any of the economic sanctions of the United Nations, the U.S., the UK, the European Union or any of its member states, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law;

8.4         any past or present member, director, officer or employee of the Wider GRC Group, or any other person for whom any such person may be liable or responsible:

8.4.1        has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the U.S. Anti-Terrorism Act;

8.4.2        has engaged in conduct which would violate any relevant anti-boycott law, rule or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the U.S. Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the U.S. Department of State;

8.4.3        has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or

8.4.4        is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any Relevant Authority or found to have violated any applicable law, rule or regulation concerning government contracting or public procurement; or

8.5         any member of the Wider GRC Group is or has been engaged in any transaction with any government, entity or individual targeted by any of the economic sanctions of the United Nations, the U.S., the European Union or any other Relevant Authority, or which would cause Bidco to be in breach of any law or regulation upon its acquisition of GRC, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control or HM Treasury & Customs in the UK or any other Relevant Authority.