Recommended offer for Stadium Group plc

IMPORTANT NOTICE

Recommended cash offer (the Offer) by TT Electronics plc (TT) for the entire issued and to be issued share capital of Stadium Group plc (Stadium)

Disclaimer

THIS WEBSITE (MICROSITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND OTHER INFORMATION (TOGETHER, THE INFORMATION) IN CONNECTION WITH THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE CODE). THE INFORMATION CONTAINED IN THIS MICROSITE IS MADE AVAILABLE IN GOOD FAITH FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

ACCESS TO THIS MICROSITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT (OR OTHERWISE LOCATED) IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION (A RESTRICTED JURISICTION). 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. IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION ON THE MICROSITE, OR VIEWING THE INFORMATION WOULD RESULT IN A BREACH OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS WEB PAGE OR CLICK THE “I DISAGREE” BUTTON BELOW AND SEEK INDEPENDENT ADVICE.

NEITHER TT NOR ANY OF ITS ADVISERS ASSUMES ANY RESPONSIBILITY FOR ANY VIOLATION BY ANY PERSON OF ANY OF THESE RESTRICTIONS.

Making the Information available on this Microsite 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 Stadium securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

Please read this notice carefully before clicking “I agree” or “I disagree” below.

This notice applies to all persons who view the Microsite to access Information and, depending on where you live, it may affect your rights. This notice and the Information contained in this Microsite may be altered or updated from time to time, and should be read carefully each time you visit the Microsite. The Information speaks only at the date of the relevant information reproduced on this Microsite. TT does not have, and does not accept, any responsibility or duty to update any such Information (other than to the extent such duty arises as a matter of applicable law) and reserves the right, at its sole and absolute discretion, to add to, remove or amend any Information, reproduced on this Microsite, and its availability to persons resident in a certain jurisdictions, at any time.

The full terms of, and conditions to, the Offer will be (or have been) set out in the formal offer documentation (which is expected to take the form of a scheme circular but may take the form of an offer document) sent to or made available to shareholders of Stadium (the Scheme Document). In considering the Offer, shareholders of Stadium should only rely on the information contained, and procedures described, in the Scheme Document. Any shareholder action required in connection with the Offer will be set out in the documents sent to or made available to shareholders of Stadium and any decision made by such shareholders should be made solely and only on the basis of the information provided in those documents.

Overseas persons

The release, publication or distribution of Information in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements.  If you are not permitted, or if you are in any doubt as to whether you are permitted, to view any information in relation to the Offer by virtue of applicable laws or regulatory requirements, please do not enter this Microsite and seek independent advice. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such 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.  The Information has been prepared for the purpose of complying with English law, the rules of the London Stock Exchange, the AIM Rules and the Code 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 of jurisdictions outside of England & Wales.

Unless otherwise determined by TT or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.  Accordingly, copies of the Information are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in or into or from any Restricted Jurisdiction.  Doing so may render invalid any related purported vote in respect of the Offer.  If the Offer is implemented by way of a takeover offer (unless otherwise permitted by applicable law and regulation), the takeover offer  may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the takeover offer may not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

Notice to US holders of Stadium shares

The Offer relates to the shares of an English company and is intended to be made by means of a scheme of arrangement provided for under English company law.  A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities and Exchange Act of 1934 (as amended) (the US Exchange Act).  Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, TT exercises the right to implement the Offer by way of a takeover offer and determines to extend such offer into the United States, the takeover offer will be made in compliance with applicable United States laws and regulations.  Financial information included in the Information has been or will be prepared in accordance with accounting standards applicable in the United Kingdom 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.

It may be difficult for US holders of shares in Stadium to enforce their rights and any claim arising out of the US federal laws, since Stadium and TT are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of shares in Stadium may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws.  Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.

Neither the US Securities and Exchange Commission nor any securities commission of any state of the United States has approved the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of the Information. Any representation to the contrary is a criminal offence in the United States.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, TT or its nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Stadium shares outside the United States, other than pursuant to the Offer, until the date on which the takeover offer and/or scheme of arrangement becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website.

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

Responsibility

In relation to the Information, the only responsibility accepted by the directors of TT (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, TT 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 Microsite by a third party.

Forward-looking statements

Certain Information contained in this Microsite, including information included or incorporated by reference into such Information, contains statements about TT and Stadium which are, or may be deemed to be, “forward-looking statements” and which are prospective in nature. All statements other than statements of historical fact may be forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “predicts”, “intends”, “anticipates”, “believes”, “targets”, “aims”, “projects”, “future-proofing” or words or terms of similar substance or the negative of them, as well as variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward-looking statements may 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 TT’s or Stadium’s operations and potential synergies resulting from the Offer; and (iii) the effects of global economic conditions and governmental regulation on TT’s or Stadium’s business.

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 may cause the actual results, performance or achievements of TT and its subsidiaries and subsidiary undertakings from time to time (the TT Group) or Stadium and its subsidiaries and subsidiary undertakings from time to time (the Stadium Group) to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These factors include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. For a discussion of important factors which could cause actual results to differ from forward-looking statements in relation to the TT Group or the Stadium Group, refer to the annual report and accounts of the TT Group for the financial year ended 31 December 2016 and of the Stadium Group for the financial year ended 31 December 2016, respectively.  Each of the TT Group and the Stadium Group, and each of their respective members, directors, officers, employees, advisers and any persons acting on their behalf, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in the Information, whether as a result of new information, future events or otherwise, except as required by applicable law.

No member of the TT Group, nor the Stadium 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 will actually occur.

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

THE INFORMATION CONTAINED IN THIS MICROSITE 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.

CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF THIS NOTICE

By clicking on “I agree” below, you:

  • represent and warrant that you are not (nor do you act on behalf of someone who is)  a resident of, or otherwise located in, or a national or citizen of, any jurisdiction that renders the accessing of this Microsite, or any part of this Microsite, a violation of the relevant laws or regulations of that jurisdiction;
  • agree that you will not forward, transfer or distribute (by any means, including by electronic transmission) any Information in this Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by, or breach, applicable law or regulation;
  • represent and warrant to TT that you intend to access this Microsite for information purposes only, that you have read and understood this notice and that you understand that it may affect your rights or responsibilities; and
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