Recommended cash and share offer (the “Offer”) for FreeAgent Holdings plc (FreeAgent) by Silvermere Holdings Limited, a wholly owned subsidiary of The Royal Bank of Scotland Group plc ("The Royal Bank of Scotland ") to be effected by way of a Scheme of Arrangement under Part 26 of the Companies Act 2006.
PLEASE READ THIS DISCLAIMER CAREFULLY AS IT APPLIES TO ANY PERSON WHO VIEWS THIS SECTION OF THE WEBSITE. YOU SHOULD READ THIS DISCLAIMER IN FULL EACH TIME YOU VISIT THIS SECTION OF THE WEBSITE. THIS SECTION OF THE WEBSITE (THE WEBSITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE OFFER (TOGETHER, THE INFORMATION) PUBLISHED BY FREEAGENT, SILVERMERE HOLDINGS LIMITED AND/OR THE ROYAL BANK OF SCOTLAND IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE TAKEOVER CODE). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH FOR INFORMATION PURPOSES ONLY. THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
ACCESS TO THE INFORMATION MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS, IN PARTICULAR, 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. IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION ON THE SITE, 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 WEBSITE AND DO NOT ACCESS THE INFORMATION.
The full terms and conditions of the Offer are set out in full in a formal scheme document (the Scheme Document). In deciding whether or not to vote in favour of the Offer, FreeAgent Shareholders should rely only on the information contained, and procedures described, in the Scheme Document.
Unless otherwise defined herein, terms defined in the announcement of the Offer dated 27 March 2018 made in accordance with Rule 2.7 of the Takeover Code (the “Announcement”) shall have the same meanings when used in this notice.
Basis of access to the Site
Please read this notice carefully before deciding whether or not to access the Information. This notice applies to all persons who intend to view the Information and, depending upon who you are and where you live, it may affect your rights. Please note that this notice may be altered or updated from time to time. You should read it carefully in full each time you wish to view the Information. The Information speaks only at the date of the relevant document or announcement reproduced on this Website, and FreeAgent has, and accepts no responsibility or duty to update any such information, document or announcement, and reserves the right to add, remove or amend any information reproduced on the Website at any time. Neither the FreeAgent Directors, nor FreeAgent, nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of information that may be linked to this Website by a third party.
By accessing the Information, you represent and warrant to FreeAgent that you are doing so for information purposes only. Making the Information available 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 FreeAgent Shares or otherwise in any jurisdiction in which such offer or solicitation is unlawful. Further, it does not constitute a recommendation by FreeAgent or any other party to sell or buy securities in FreeAgent. The Offer cannot be validly accepted by FreeAgent Shareholders or any other persons through means of downloading any Information from this Website. FreeAgent Shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Offer. Any shareholder action required in connection with the Offer will be set out in the documents sent to or made available to FreeAgent Shareholders, and any decision made by such shareholders should be made solely and only on the basis of the information provided in those documents.
The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so may result in a significant risk of civil, regulatory or criminal exposure for FreeAgent, Silvermere Holdings Limited and/or The Royal Bank of Scotland Group or would otherwise violate the laws of that jurisdiction (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. If you are resident or located outside the United Kingdom and wish to view these materials, you must first satisfy yourself that you are not subject to any local requirements that prohibit or restrict you from doing so.
By accessing the Information, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that FreeAgent is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give this representation, do not view the Information.
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.
The Offer will not be made available, directly or indirectly, in, into or from, or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any 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 jurisdiction where to do so would constitute a violation of the laws in that jurisdiction.
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 permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this Website and seek independent advice. None of FreeAgent Directors, FreeAgent or any its advisers, assumes any responsibility for any violation by any person of any of these restrictions.
Certain statements made in the Information relating to the Offer may be forward-looking statements. Such statements are based on current expectations and are subject to risks and uncertainties which could cause actual results to differ materially from any expected future results in such forward-looking statements. Unless expressly stated otherwise, no statement contained or referred to in this section of the website is intended to be a profit forecast.
In relation to the Information, the only responsibility accepted by the FreeAgent Directors (the Responsible Persons) is for the correctness and fairness of the reproduction or presentation unless any responsibility statement contained therein expressly provides otherwise. The Responsible Persons do not accept responsibility for information relation to The Royal Bank of Scotland, Silvermere Holdings Limited or the Wider RBS Group.
The Responsible Persons are responsible in the terms set out above solely for the Information and not for any other information on the FreeAgent website which you may visit.
If you are in any doubt about the contents of this 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, as amended, or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
THE INFORMATION ON THIS 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 VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF ANY JURISDICTION.
This notice, and any non-contractual obligations arising out of or in connection with this notice, shall be governed by and construed in accordance with English law.
Confirmation of understanding and acceptance of this notice By clicking on AGREE below you: confirm that you have read, understood and agree to be bound by the terms of the notice set out above; confirm you are accessing the Information solely for information purposes only; warrant and represent that you are not a resident of, or otherwise located in, any jurisdiction where accessing the Information would constitute a violation of the relevant laws or regulations of that jurisdiction (and are not acting on behalf of any person resident or otherwise located in any such jurisdiction) and that you are permitted to proceed to the Website; and agree that you will not transmit or otherwise send (directly or indirectly) any Information to any person in any jurisdiction if to do so would breach applicable law or regulation.
If you disagree with the above, you are not permitted to proceed to view the Information on the Website. If you are in any doubt as to whether you are permitted to view the Information, please return to the main webpage by selecting DISAGREE below.