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Takeover Documentation

Offer for the entire issued and to be issued share capital of HML Holdings plc (“HML“) by BDB Nominee Company Limited (“BDB“) (the “Offer“).

YOU ARE ATTEMPTING TO ENTER AN AREA OF THE WEBSITE WHICH IS DESIGNATED FOR THE PUBLICATION OF ELECTRONIC VERSIONS OF MATERIALS RELATING TO THE OFFER.

ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO OBTAIN ANY CONSENT OR COMPLY WITH ANY OTHER FORMALITY WHICH HML  REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).

THIS MICROSITE CONTAINS CERTAIN ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION“) PUBLISHED BY HML AND/OR BDB RELATING TO THE OFFER IN COMPLIANCE WITH THE UNITED KINGDOM’S CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE“). 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.

Access to the Information

If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. HML reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of HML.

To allow you to view information about the Offer, you must read this notice and then click “I ACCEPT”. If you are unable to agree, you should click “I DECLINE” and you will not be able to view information about the Offer.

The Information contained in this Microsite is not intended to and does not constitute, or form part of, an offer to purchase or otherwise acquire or to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or otherwise acquire or to sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction in which such offer or solicitation is unlawful.  It is intended that the  Offer will be made by means of a contractual takeover offer under Part 28 of the Companies Act 2006 (although BDB reserves the right to elect to implement the Offer by means of a Scheme of Arrangement (subject to the consent of the UK Panel on Takeovers and Mergers (the “Panel“)). The full terms and conditions of the Offer, including details on how it may be accepted, will be contained in the formal document containing the Offer which will be posted to HML Shareholders and others. Any decision made in relation to the Offer should be made solely and only on the basis of the information provided in any such document.

Restricted Jurisdictions

This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.

Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons (including custodians, nominees and trustees) resident outside of the United Kingdom (the “UK“) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

PERSONS (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) ACCESSING THE INFORMATION SHOULD NOT DOWNLOAD, MAIL, FORWARD, TRANSMIT, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, TRANSMIT, DISTRIBUTE OR SEND ANY INFORMATION OR DOCUMENTATION CONTAINED IN THIS MICROSITE TO ANY RESTRICTED JURISDICTION.

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

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite immediately.

Neither HML nor any of its advisers assumes any responsibility for any violation by any person of any of these restrictions.

Additional Information regarding restricted jurisdictions

The Offer will not be made available directly or indirectly, in, into or from the United States, Canada, Australia, Japan, South Africa or any other jurisdiction where making the Offer or making information concerning the Offer available may (i) constitute a violation of the relevant laws or regulations of such jurisdiction, or (ii) result in the requirement to comply with any governmental or other consents or any registration, filing or other formality which BDB and HML regard as unduly onerous (each a “Restricted Jurisdiction”) .  

Accordingly:

  • no person may accept the Offer from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction
  • no person should access this Microsite from within a Restricted Jurisdiction.
  • no person should forward, mail, send or distribute any information from this Microsite, directly or indirectly, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction
  • To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Forward-Looking Statements

This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of HML and its subsidiaries and subsidiary undertakings (the “HML Group”), and BDB and any of its direct and indirect holding companies (“BDB Group”).

These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could” or other words of similar meaning. Forward-looking statements 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 BDB’s or HML’s operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on BDB or HML’s business. These statements are based on assumptions and assessments made by BDB and/or HML (as applicable) in light of their experience and perception of historical trends, current conditions, future developments and other factors they believe appropriate.

Forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, persons accessing this Microsite are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date they are made. Neither BDB nor HML undertakes any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except to the extent required by applicable law, the Panel or the Code.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, future exchange and interest rates, changes in tax rates, and future business combinations or dispositions.

Neither BDB, nor any member of the BDB Group, nor HML, nor any member of the HML Group, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Microsite will actually occur.

Except as expressly provided in this Microsite, no forward-looking or other statements have been reviewed by the auditors of the BDB Group or the HML Group. All subsequent oral or written forward-looking statements attributable to any member of the BDB Group or the HML Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Responsibility

In relation to any materials accessible on this Microsite please note any statement of responsibility contained therein.

The documents included in this Microsite issued or published by HML speak only at the specified date of the relevant document and HML, the members of the HML  Group, BDB and the members of the BDB Group have, and accept, no responsibility or duty to update or revise such documents.

In relation to any such announcements or other materials issued or published by any third party, or which relate to any third party (including by BDB), that are accessible on this Microsite, unless a responsibility statement in any relevant document expressly provides otherwise, the only responsibility accepted by HML  and its directors is for the correctness and fairness of its reproduction.

The directors of HML have not 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 or from this Microsite.

Other

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from, if you are located inside the UK, an independent financial adviser authorised under the UK Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.

This notice shall be governed by and construed in accordance with English law.

Confirmation of understanding and acceptance

  • I have read and understood the notice set out above and I unconditionally and irrevocably agree to be bound by its terms;
  • I am not (nor do I act on behalf of someone who is) resident in any Restricted Jurisdiction or any country that renders the accessing of the materials on this Microsite or parts of it illegal;
  • I will not print, download, or otherwise seek to copy, mail, forward, transmit, distribute or send any of the materials on this Microsite either in whole or in part to any other person at any time; and
  • I represent and warrant to HML that I intend to access this Microsite for information purposes only.

If you are not able to give these confirmations, you should click on I DECLINE below


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