Disclaimer

RECOMMENDED PARTIAL OFFER BY FB INVESTORS LLP (“FB LLP”) FOR UP TO 67,393,960 ORDINARY SHARES IN THE CAPITAL OF SUTTON HARBOUR HOLDINGS PLC (“SHH”) (THE “RECOMMENDED PARTIAL OFFER”)

IMPORTANT NOTICE – PLEASE READ THIS DISCLAIMER CAREFULLY

YOU ARE ATTEMPTING TO ACCESS A WEBSITE (THE “WEBSITE”) THAT IS DESIGNED FOR THE PUBLICATION OF ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY FB INVESTORS AND SHH IN CONNECTION WITH THE RECOMMENDED PARTIAL OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”).

TO ACCESS THE DOCUMENTATION IN THIS WEBSITE YOU MUST READ THIS DISCLAIMER.  ONLY ACCESS THE INFORMATION IF YOU AGREE THAT YOU FULFIL THE NECESSARY CRITERIA.  IF YOU ARE UNABLE TO AGREE, YOU MUST NOT ACCESS ANY OF THE LINKS TO THE INFORMATION ON THIS WEBSITE.

ACCESS TO THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS 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 WEBSITE. IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION ON THE WEBSITE, OR VIEWING THE INFORMATION WOULD RESULT IN A BREACH OF THE CODE OR APPLICABLE LAW, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS SECTION OF THE WEBSITE.

THE INFORMATION CONTAINED ON THE WEBSITE 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. IN PARTICULAR, THE INFORMATION CONTAINED IN THIS WEBSITE DOES NOT CONSTITUTE AN OFFER TO SELL OR OTHERWISE DISPOSE OF OR ANY INVITATION OR SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES PURSUANT TO THE OFFER OR OTHERWISE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

ACCESS TO THE INFORMATION

Please read this notice carefully – it applies to all persons who view the Website and, depending upon who you are and where you live, it may affect your rights or responsibilities. This notice and the Information contained herein may be altered or updated from time to time, and should be read carefully each time you visit the Website.

The Information contained in the Website 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 FB Investors or SHH.

For regulatory reasons, we have to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view the Information relating to the Recommended Partial Offer, you are required to read the following notices.

Holders of SHH securities should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Recommended Partial Offer. Any action required in connection with the Recommended Partial Offer will be set out in documents sent to or made available to the holders of SHH securities and any decision made by such persons should be made solely and only on the basis of information provided in those documents.

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 law of that jurisdiction (a “Restricted Jurisdiction”), and the availability of the Information (and any related offer) to shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable regulatory and legal requirements.

Unless otherwise determined by FB Investors and SHH or required by the Code and permitted by applicable law and regulation, no offer will be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and any such offer will not be capable of acceptance from or within a Restricted Jurisdiction.

Copies of any documents relating to the Recommended Partial Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send them in or into or from any Restricted Jurisdiction.

If you are not permitted to download or view the Information, or if downloading or viewing the Information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to download or view the Information, please exit the Website and do not click on the “Confirmation” box below.

NOTICE TO US INVESTORS IN SHH

The Recommended Partial Offer relates to the shares of an English public limited company and is being made by way of a contractual takeover offer in accordance with Part 28 of the Companies Act 2006 and the Code. Accordingly, the Recommended Partial Offer is subject to the disclosure requirements of, and rules and practices applicable in, the United Kingdom which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. The Offer is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended.  In order to avoid breaching these rules, the Recommended Partial Offer is not being made into the United States or any other Restricted Jurisdiction. If, in the future, FB Investors determines to extend the Recommended Partial Offer into the United States, it will be made in compliance with applicable United States laws and regulations.

The financial information included in the Information and which may be included in the offer document has been or will have been prepared in accordance with accounting standards applicable in territories outside the United States that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

FORWARD-LOOKING STATEMENTS

The Information, including information included or incorporated by reference in the Information, may contain certain “forward looking statements” regarding the financial position, business strategy or plans for future operations of FB Investors and SHH and the business sectors in which they operate. 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.

The nature of these statements means that they are based on assumptions and assessments and involve risks and uncertainties.  Actual results may differ materially from those expressed or implied in forward looking statements because certain factors, risks and uncertainties may be beyond the knowledge and/or control of FB Investors or SHH, such as future market conditions and the behaviors or performance of other market participants and therefore undue reliance should not be placed on such statements which speak only as at the date that they were made.  Each of FB Investors, SHH and their respective members, directors, officers or employees, advisers or any person acting on their behalf, expressly disclaims any intention or obligation to revise or update these forward looking statements or other statements contained in the Information, except as required pursuant to applicable law.

Neither FB Investors, SHH, nor their respective members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in the Information will actually occur.

No forward looking or other statements have been reviewed by the auditors of FB Investors or SHH. All subsequent oral or written forward-looking statements attributable to FB Investors or SHH, or any of their respective members, directors, officers, advisers or employees or any person acting on their behalf, are expressly qualified in their entirety by the cautionary statement above.

No statement in this Website is intended, or is to be construed as, or constitute, a profit forecast for any period or to be interpreted to mean that earnings/loss per SHH share for the current or future financial years will necessarily match or exceed the historical published earnings/loss per SHH share.

RESPONSIBILITY

In relation to the Information, the only responsibility accepted by the directors of FB Investors (the “Responsible Persons”) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.

None of the Responsible Persons, FB Investors or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this section of the website by a third party.

The documents included in this section of the website speak only at the specified date of the relevant document and none of FB Investors, the Responsible Persons or any of FB Investors’s affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).

If you are in any doubt about the contents of the Website 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 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

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

CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER

To access any of the Information on the Website, click the “Access” button below and, in doing so, you acknowledge the following to confirm you are permitted to proceed to the Website:

(a) I have read and understood the disclaimer and terms and conditions as set out above and agree to be bound by its terms.

(b) 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 or regulations of such jurisdiction and I am not acting on behalf of someone who is resident or located in a Restricted Jurisdiction.

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

 

If you are unable to provide confirmation of these points, please exit this webpage and do not access any of the Information.