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DISCLAIMER IMPORTANT

Formal Sale Process (the FSP) for Proactis Holdings PLC (the Company). 

THIS SECTION OF THE WEBSITE (THE MICROSITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE INFORMATION) PUBLISHED BY PROACTIS AND OTHER PARTIES TO THE FSP RELATING TO THE FSP.  THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.



If you would like access to the Information please read this notice carefully – it applies to all persons who view this Microsite and, depending on where you live, it may affect your rights or responsibilities. The Company reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the Microsite.  In addition, the contents of the Microsite may be amended at any time in whole or in part at the sole discretion of the Company and you will receive no notification from the Company in this event.

1.    Basis of access

The Information is not intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of or an invitation or the solicitation of an offer to purchase or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the FSP or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The Information speaks only at the date of the relevant document or announcement and the Company has, and accepts, no responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation). 

If you are in doubt about the contents of this Microsite or the action you should take, you should seek advice from an independent financial adviser authorised and regulated in the United Kingdom by the Financial Conduct Authority or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser as to the suitability of any action.

The Information contained in this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by the Company. 

2.    Responsibility

In relation to any Information contained in this Microsite, the only responsibility accepted by the Company and its directors is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

Neither the Company nor any of its directors have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any Information contained on any other website which may be linked to this Microsite by a third party.

3.    Overseas persons

The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the laws of that jurisdiction or would result in a requirement to comply with any governmental or other consent on any registration, filing or other formality which the Company regards as unduly onerous (each a Restricted Jurisdiction). Accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials.  Any person resident or located outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.

If you are not resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction.

By clicking "CONFIRM" below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that the Company is lawfully entitled to make the content of any Information available to you under applicable laws (including applicable securities laws).  If you are unable to give this representation, do not view the Information.

If you are not permitted to view the Information, or are in any doubt as to whether you are permitted to do so, please immediately exit this Microsite and seek independent advice.  The Company, its officers and employees and its advisers do not and will not assume any responsibility for any violation by any person of any of these restrictions.

This Microsite contains Information that has been prepared for the purposes of complying with English law and the UK City Code on Takeovers and Mergers and the Information disclosed may not be the same as that which would have been disclosed if the Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

4.    Forward looking statements

The Information may contain certain "forward looking statements" regarding the financial position, business strategy or plans for future operations of the Company and its group of companies. All statements, other than statements of historical fact, included in any document may be forward looking statements.  Forward looking statements also often use words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning.  By their nature, forward looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them.  Much of the risk and uncertainty relates to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of the relevant document.  The Company and its directors assume no obligation to, and do not intend to, revise or update any forward looking statements, except as required pursuant to applicable law or regulation.

Unless expressly stated otherwise, no statement on this Microsite is intended to constitute a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the Company. 

5.    Acceptance of disclaimer

If you are not resident or located in a Restricted Jurisdiction and are able to give the confirmations set out below, please click on "CONFIRM".


6.    Confirmation of understanding and acceptance

In order to view the Information, by clicking on the "CONFIRM" box below, you are making the following confirmations and undertakings to the Company:

i.    I have read and understood the notice set out above and agree to be bound by its terms;

ii.    I am a resident of, or located in, the United Kingdom or another jurisdiction into which the distribution of the Information does not constitute a violation of the relevant laws of such jurisdiction and I am not acting on behalf of someone who is resident of, or located in, a Restricted Jurisdiction; and

iii.    I will not copy, forward, transfer or distribute the Information to any person who is resident of, or located in, a Restricted Jurisdiction.

If you are not able to give these confirmations (as applicable), you should click on "DECLINE" below and we cannot provide you with the Information or further access to this Microsite.