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Dignity Plc Reaches Agreement On Terms Of Recommended Cash Offer

Dignity plc (DTY.L) and YELLOW (SPC) BIDCO have reached agreement on the terms of a recommended cash offer to be made by Bidco to acquire the entire issued and to be issued share capital of Dignity, other than the Dignity shares already owned or controlled by Castelnau and PAMP. The Bidco is a newly formed company indirectly owned or controlled by a consortium comprised of joint offerors SPWOne V Limited, Castelnau Group Limited and Phoenix Asset Management Partners Limited.

Each Dignity shareholder, other than Castelnau and the PAMP Affiliates, will be entitled to receive: 550 pence in cash for each Dignity share. The deal values the entire issued and to be issued share capital of Dignity at approximately 281 million pounds on a fully diluted basis and implies an enterprise value of approximately 789 million pounds.

Bidco and the members of the Consortium own or control, or have received an irrevocable undertaking and letters of intent in respect of, a total of 20,015,199 Dignity shares, representing approximately 39.12% of Dignity's fully diluted share capital.

Separately, Dignity plc said, for the 52 weeks ended 30 December 2022, the Group expects underlying operating profit to be no more than 20 million pounds. This is compared to 55.8 million pounds, prior year. Underlying operating profit before depreciation and amortisation (pre-IFRS 16) is expected to be no more than 37 million pounds. Underlying revenue is expected to be no more than 275 million pounds.

At the end of fiscal 2022, Dignity plc expects approximately 8.5 million pounds in Trading Group cash on the balance sheet. Net debt is estimated to be approximately 508.0 million pounds.

The Dignity directors plan to recommend unanimously that shareholders accept or procure the acceptance of the cash offer.

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