Welcome to Regent Acquisitions
Regent Acquisitions Ltd
Regent House, Kendal Avenue, London, United Kingdom, W3 0XA
Tel: 0845 241 2700
Company Number: 11294258
NOTICE OF DISCLAIMER
IMPORTANT
IMPORTANT NOTICE
Recommended offer for TClarke plc (“TClarke”) by Regent Acquisitions Limited
(“Regent Acquisitions”) (the “Offer”).
THIS SECTION OF THE WEBSITE (THE “MICROSITE”) CONTAINS ANNOUNCEMENTS,
DOCUMENTS AND INFORMATION (TOGETHER THE “INFORMATION”) PUBLISHED BY
TClarke AND/OR Regent Acquisitions IN CONNECTION WITH THE OFFER. 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.
If you would like access to the Information please read this notice carefully – it applies to all
persons who view this Microsite and, depending on where you live, it may affect your rights or
responsibilities. TClarke reserves the right to amend or update this notice at any time and you
should read it in full each time you visit the Microsite. In addition, the contents of the Microsite
may be amended at any time in whole or in part at the sole discretion of TClarke.
Basis of access
The Information does not, nor intends to, constitute or form any part of an offer to sell or
otherwise dispose of any securities nor is it an invitation or solicitation of an offer to purchase
or otherwise acquire any securities or a solicitation of votes or approval pursuant to the Offer
or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The Information speaks only at the date of the relevant document or announcement and
TClarke has, and accepts, no responsibility or duty to update any Information (other than to
the extent such duty arises as a matter of law or regulation).
If you are in doubt about the contents of this Microsite or the action you should take, you
should seek advice from an independent financial adviser authorised and regulated in the
United Kingdom by the Financial Conduct Authority or, if you are located outside the United
Kingdom, from an appropriately authorised independent financial adviser as to the suitability
of any action.
The Information contained in this Microsite 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 TClarke or Regent Acquisitions. This notice is governed by and construed in
accordance with English law.
Responsibility
In relation to any Information the only responsibility accepted by TClarke and the directors of
TClarke is for the correctness and fairness of its reproduction or presentation unless a
responsibility statement in any relevant document expressly provides otherwise.
Neither TClarke, its affiliated companies, nor any of their directors, employees or advisers
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 this
Microsite by a third party.
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 or would result in a
requirement to comply with any governmental or other consent on any registration, filing or
other formality which TClarke regards as unduly onerous (each a “Restricted Jurisdiction”).
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. Any person resident or located outside the
United Kingdom who wishes to view the Information must first satisfy themselves that they are
not subject to any local requirements that prohibit or restrict them from doing so.
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 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.
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 Microsite and seek independent advice. Neither TClarke,
its affiliated companies, nor any of their respective directors, employees or advisers assume
any responsibility for any violation by any person of any of these restrictions.
This Microsite contains Information that has been prepared for the purposes of complying with
English law and the City Code on Takeovers and Mergers 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.
Additional United States information
The Offer relates to the shares of a UK company and is subject to UK procedural and
disclosure requirements that are different from those of the United States. 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 United States. It may be
difficult for US holders of shares to bring legal actions or enforce their rights and any claims
they may have arising under the US federal securities laws in connection with the Offer. US
holders of shares may not be able to sue TClarke or Regent Acquisitions or their respective
officers or directors in a non-US court for violations of the US securities laws.
Nothing in this Microsite shall be deemed an acknowledgement that any SEC filing is required
or that an offer requiring registration under the US Securities Act of 1933, as amended, may
ever occur in connection with the Offer.
Forward-looking statements
This Microsite and the Information contained in it may contain certain forward-looking
statements.
All statements other than statements of historical fact are, or may be deemed to be, forwardlooking statements. Forward-looking statements are statements of future expectations that are
based on 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. Forward-looking statements include, among
other things, statements concerning the potential exposure to market risks and statements
expressing 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” and similar terms and phrases.
There are a number of factors that could cause results and development to differ materially
from those expressed in any forward-looking statements included in this Microsite. These
factors include, but are not limited to: (a) currency fluctuations; (b) economic, political and
financial market conditions in various countries and regions and any changes to such
conditions; (c) changes in trading conditions; (d) industry trends; (e) competition; (f) changes
in law or regulation; and (g) changes in business strategy.
All forward-looking statements contained in this Microsite are expressly qualified in their
entirety by the cautionary statements contained or referred to in this section. Readers should
not place undue reliance on forward-looking statements.
Each forward-looking statement speaks only as at the specified date of the relevant document
within which the statement is contained. None of TClarke, Regent Acquisitions, any of their
respective affiliates or any of their respective directors, employees or advisers 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 in this Microsite is intended to constitute 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 TClarke or Regent Acquisitions as appropriate.
Acceptance of disclaimer
If you are not resident or located in a Restricted Jurisdiction and are able to give the
confirmations set out below, please click on “I ACCEPT”.
Confirmation of understanding and acceptance
In order to view the materials on this Microsite, by clicking on the “I ACCEPT” box 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 TClarke that I intend to access this Microsite for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.