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Disclaimer

IMPORTANT INFORMATION



Announcement by Eagle UK Bidco Limited (“Bidco”), a newly formed company indirectly owned by certain funds managed by Bridgepoint Advisers II Limited, a subsidiary of Bridgepoint Group plc (together, “Bridgepoint”), of a firm intention to make an offer for the entire issued and to be issued share capital of Eckoh plc (“Eckoh”) (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 COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH BIDCO REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER, THE “INFORMATION”) PUBLISHED BY BIDCO AND/OR ECKOH RELATING TO THE OFFER IN COMPLIANCE WITH THE 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 or resident, may affect your rights or responsibilities.  Bidco 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 Bidco.

To allow you to view information about the Offer, you must read this notice and then click “ACCEPT”.  If you are unable to agree, you should click “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 any part of an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase, subscribe for or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.  The Offer will be made solely by means of an offer or scheme document which will contain the full terms and conditions of such Offer, including details on how it may be accepted.  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.

 

OVERSEAS 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 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.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON.  IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON LOCATED OR RESIDENT IN ANY RESTRICTED JURISDICTION.

This Microsite contains Information that has been prepared for the purposes of complying with the laws of England and Wales 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.

 

ADDITIONAL US INFORMATION

The Offer relates to the securities of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the United States (the “US”).  Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.  It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer, since Bidco is located in a country other than the US, and some or all of its officers and directors may be residents of countries other than the US.  US holders of shares may not be able to sue Bidco or its respective officers or directors in a non-US court for violations of the US securities laws.  Further, it may be difficult to compel Bidco and its respective affiliates to subject themselves to the jurisdiction or judgment of a US court.

The receipt of consideration pursuant to the Offer by a US holder of shares in the capital of Eckoh may be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of ordinary shares in Eckoh is urged to consult their independent professional advisor immediately regarding the tax consequences of acceptance of the Offer.

The Information contained in this Microsite does not constitute an offer of securities for sale in the United States.  No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the U.S. Securities Exchange Act of 1934 (as amended from time to time, and the rules and regulations promulgated thereunder (the “US Exchange Act”)), or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer or passed comment upon the adequacy or completeness of any of the Information contained in this Microsite. Any representation to the contrary is a criminal offence in the United States.

In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the US Exchange Act, you should be aware that Bidco, its nominees, or its brokers (acting as agents) may purchase or arrange to purchase ordinary shares in Eckoh otherwise than under any offer or scheme related to the Offer, before or during the period in which the Offer remains open for acceptance, such as in open market or privately negotiated purchases. If such purchases or arrangements to purchase are made, they will be made outside the United States and will comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.

 

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 Bridgepoint, Bidco and their respective affiliates (the “Bidco Group”) and Eckoh and its subsidiaries and subsidiary undertakings (the “Eckoh Subsidiaries”) following the implementation of the Offer.

All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements.  Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements.  The forward-looking statements contained in this area of the website include statements relating to the expected effects of the Offer on Eckoh, the expected timing, scope and terms of the Offer, and other statements other than historical facts.

Forward-looking statements include, among other things, statements concerning the potential exposure of Bidco and the Bidco Group (and/or, as relevant, Eckoh and the Eckoh Subsidiaries) to market risks and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects.  These forward-looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”, “intend”, “may”, “objectives”, “outlook”, “plan”, “probably”, “project”, “risks”, “seek”, “should”, “target”, “will”, “anticipate” and similar terms and phrases.

Although Bidco believes that the expectations reflected in such forward-looking statements are reasonable, Bidco can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could affect the future operations of Bidco and the Bidco Group (and/or, as relevant, Eckoh and the Eckoh Subsidiaries) and could cause those results to differ materially from those expressed or implied in the forward-looking statements included in this Microsite.  These factors include[ the satisfaction of the conditions to the Offer, as well as additional factors including], but are not limited to: (a) currency and interest rate fluctuations (including those from any potential credit rating decline); (b) loss of market share and industry competition; (c) environmental and physical risks; (d) legislative, fiscal and regulatory developments and changes including regulatory measures addressing climate change and inability to obtain, or meet conditions imposed for, required governmental and regulatory approvals; (e) economic and financial market conditions in various countries and regions; (f) political risks; (g) changes in trading conditions;  (h) changes in general economic, business and political conditions, including changes in the financial markets; (i) changes in consumer habits and preferences; (j) the outcome of any litigation; (k) the impact of any acquisitions or similar transactions; (k) conflicts; and (l) natural phenomena such as floods, earthquakes, hurricanes and pandemics. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained.  None of Bidco, the Bidco Group, Eckoh or the Eckoh Subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information.  In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be 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 Bidco, the Bidco Group, Eckoh or the Eckoh Subsidiaries as appropriate.

 

RESPONSIBILITY

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

The documents included in this Microsite issued or published by Bidco speak only as at the specified date of the relevant document and none of Bidco or the Bidco Group has, and accepts, any responsibility or duty to update or revise such documents.

In relation to any such announcements or other Offer-related materials issued or published by any third party, or which relate to any third party, that are accessible on this Microsite, the only responsibility accepted by Bidco and its directors is for the correctness and fairness of its reproduction.

Neither the directors of Bidco, Bidco itself nor the Bidco Group, nor any of their affiliated companies, 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 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 an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) and regulated in the UK by the Financial Conduct Authority or, if you are located outside the UK, from an appropriately authorised independent financial adviser as to the suitability of any action.

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

 

CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE

In order to view the materials on this Microsite, by clicking “ACCEPT” below, you are making the following confirmations:

  • I have read and understood the notice set out above and I agree to be bound by its terms.
  • I am not (nor do I act on behalf of someone who is) resident in 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, distribute or send any of the materials on this Microsite to any other person at any time.
  • I represent and warrant to Bidco and Bridgepoint that I intend to access this Microsite for information purposes only.

If you are not able to give these confirmations, you should click “DECLINE” below.

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