Other Notices

City of EdinburghMidlothianEH1 1RQ55.948934-3.190285EH26 0PY55.857849-3.199464EH3 8UL55.947263-3.208792Companies Act 20062020-04-082020-04-142020-05-112020-05-152020-05-192020-06-12TSO (The Stationery Office), customer.services@thegazette.co.uk356402528340


Company Number: SC208809

Registered in Scotland

NOTICE IS HEREBY GIVEN that a Petition (the "Petition") was presented to the Court of Session (the "Court") on 8 April 2020 by IndigoVision Group PLC, (the "Company") a public company incorporated under the Companies Acts (company number SC208809) with its registered office at Charles Darwin House, The Edinburgh Technopole, Milton Bridge, Edinburgh, Midlothian, EH26 0PY, for sanction of a Scheme of Arrangement (the "Scheme") pursuant to part 26 of the Companies Act 2006 (the "Companies Act") between the Company and the class of its members who are together defined in the Scheme as "Scheme Shareholders", being holders of its ordinary shares of one pence each.

At a meeting held under the authority of the Court on 11 May 2020 (the "Meeting"), the Scheme Shareholders voted to approve the Scheme. At a general meeting held on the same date, the Company passed a related special resolution. The terms of the special resolution are set out in the circular to the Company's shareholders dated 14 April 2020 and referred to below (the "Circular").

Following the Meeting, and by order dated 15 May 2020, the Court: (i) ordered that the Petition should be advertised once in each of the Edinburgh Gazette, The Scotsman and The Financial Times (UK and international editions); and (ii) allowed all persons claiming an interest in the Petition to lodge answers to the Petition, if so advised, at the Court, Parliament House, Parliament Square, Edinburgh EH1 1RQ, within 14 days after the publication of the last of those advertisements.

The Court hearing to sanction the Scheme is expected to be held on 12 June 2020 at the Court, the address of which is Parliament House, Parliament Square, Edinburgh EH1 1RQ.

A copy of the Circular, incorporating the Scheme and the explanatory statement which is required to be furnished pursuant to section 897 of the Companies Act, has been published and is available for Scheme Shareholders on the Company’s website at https://www.indigovision.com/investors. The Circular was sent in advance of the Meeting to, among others, the Scheme Shareholders. Further copies of the Circular may be obtained by any Scheme Shareholder by contacting the Company's registrar, Computershare Investor Services PLC ("Computershare"), during business hours Monday to Friday on 0370 707 1088 or on +44 (0) 370 707 1088 if calling from outside the UK.

Any Scheme Shareholder, or other person who considers that they have an interest in the Scheme (each an "Interested Party") and who is concerned that the Scheme may adversely affect them, is entitled to lodge written answers to the Petition and, subject to the cautionary wording below relating to the measures mandated or recommended by the UK and Scottish governments in response to the current COVID-19 pandemic, to be heard by the Court.

If an Interested Party wishes to raise concerns in relation to the Scheme with the Court or, where lawful and practicable, appear at the Court hearing, they should seek independent legal advice and lodge written answers to the Petition with the Court at the above address within 14 days after the publication of the last of the advertisements which are referred to above and pay the required fee. Written answers are a formal Court document which must comply with the rules of the Court and are normally prepared by Scottish legal counsel.

The Company is closely monitoring all developments relating to the current COVID-19 pandemic, including the measures mandated or recommended by the UK and Scottish governments regarding public health, public gatherings and travel. As at the date of this notice, there is a legal prohibition in Scotland on public gatherings of more than two people (the "Public Gathering Restrictions"), subject to two limited exceptions:

• where the gathering is of a group of people who live together; and

• where the gathering is essential for work purposes, or to fulfil legal obligations.

As at the date of this advertisement, there can be no guarantee that the appearance by an Interested Party in person at the Court hearing would be considered "essential" or required "to fulfil legal obligations", and the Company is unable to provide any assurance that such appearance would not contravene the Public Gathering Restrictions. Interested Parties should also take particular note of the latest coronavirus (COVID-19) information published by the Scottish Courts and Tribunals Service ("SCTS") in relation to attending the Court, which is available on SCTS' website at https://www.scotcourts.gov.uk/coming-to-court/attending-a-court/coronavirus.

The Court may consider written objections which are not in the form of written answers and/or allow an Interested Party who has not lodged written answers to appear at the Court hearing (having regard to the Public Gathering Restrictions and in accordance with the relevant SCTS guidance). Each Interested Party should note that, although the practice of the Court is to consider informal objections made in person or in writing, the decision to do so is entirely at the discretion of the Court, and that the Court may require an Interested Party to lodge written answers in order to raise objections to the Scheme and/or appear at the Court hearing.

The Scheme of Arrangement will be subject to the subsequent sanction of the Court.

Shepherd and Wedderburn LLP

1 Exchange Crescent, Conference Square, Edinburgh, EH3 8UL

Solicitors for the Company