Hanover Active Equity Fund II S.C.A. SICAV-RAIF, fund managed by Hanover Investors Management LLP, made an offer to acquire ClearStar, Inc. (AIM:CLSU) from Artemis Investment Management LLP and others for £14.7 million on September 16, 2020. Under the terms of transaction, the shareholders of ClearStar will be entitled to receive £0.4 in cash for each share. As an alternative to the cash consideration, certain eligible shareholders of ClearStar together with connected family trusts holding 25% or more of the voting rights in ClearStar who execute an Accredited Investor Letter will be entitled to elect in respect of all of their holding of ClearStar shares to receive 2 shares of Hanover Bidco 1 Limited, an investment vehicle formed for the purpose of offer, for every 5 shares of ClearStar B ordinary shares of £1 (unlisted share alternative). Robert Vale, Chief Executive Officer and Director of ClearStar, has agreed to participate in the unlisted share alternative for 3.88 million shares or 26.7% stake owned by him in ClearStar. As of October 12, Barney Quinn, Kenneth Dawson and André Schnabl have resigned from their positions as directors of ClearStar and Fredrik Wilhelm Lundqvist, Michael Comish, Anthony Nicholas Greatorex and John Woodard have joined the ClearStar board as non-executive directors with immediate effect. The unlisted share alternative will remain open for acceptance for as long as the offer remains open for acceptance. The Board has applied for the cancellation of admission to trading on AIM of ClearStar shares. ClearStar confirms that it has agreed with AIM that the delisting to occur on November 17, 2020. The offer is conditional upon, amongst other things, Hanover receiving valid acceptances (which have not been withdrawn) in respect of and/or having otherwise acquired or agreed to acquire, shares of ClearStar which constitute more than 50% of the voting rights attaching to the issued shares of ClearStar, satisfaction of environmental conditions and general antitrust, regulatory and third party clearances. The unlisted share alternative is conditional upon the offer becoming or being declared unconditional in all respects. The unlisted share alternative will remain open for acceptance for as long as the offer remains open for acceptance. If the offer becomes or is declared unconditional in all respects and Hanover acquires, through acceptances under the offer and/or otherwise acquires, 90% or more of the shares of ClearStar to which the offer relates, Hanover will exercise its rights to acquire compulsorily any shares of ClearStar not acquired or agreed to be acquired by or on behalf of Hanover pursuant to the offer or otherwise on the same terms as the offer. ClearStar’s Independent Directors intend to unanimously recommend that the shareholders of ClearStar accept the offer and elect for the cash consideration. ClearStar is not subject to the UK Takeover Code or any requirements of the UK Takeover Panel. Hanover has received irrevocable undertakings and a letter of intent to accept the offer in respect of an aggregate of 20.185 million ClearStar Shares representing 55.5% of ClearStar's issued share capital, including from Artemis Investment Management LLP for its 0.79 million shares in ClearStar. As of October 1, 2020, the offer became unconditional. The first closing date of the Offer is on October 19, 2020. The offer is extended by 21 days and will now close on November 9, 2020. Jonny Franklin-Adams, Marc Milmo, Simon Hicks, Andrew Burdis and Tim Harper of FinnCap Ltd acted as financial advisors and Simon Wood and Charles Penney of Addleshaw Goddard LLP and Maples and Calder LLP acted as legal advisers for ClearStar, Inc. Herbert Smith Freehills LLP acted as legal adviser to Hanover. Hanover Active Equity Fund II S.C.A. SICAV-RAIF, fund managed by Hanover Investors Management LLP, completed the acquisition of ClearStar, Inc. (AIM:CLSU) from Artemis Investment Management LLP and others on November 9, 2020. As on November 9, 2020, being the close of the Offer, Hanover had acquired or received valid acceptances of the Offer in respect of 35,290,212 ClearStar Shares, representing approximately 97.07% of ClearStar's issued share capital. Hanover intends to exercise its rights in connection with the Offer as soon as it is able to do so, anticipated to be on or around December 17, 2020, to serve notices to acquire compulsorily the remaining ClearStar Shares not acquired.