9 October 2020
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 AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED 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 CONSENT OR OTHER FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS.
Possible offer for TalkTalk Telecom Group PLC (the "Company") by a newly incorporated company controlled by funds managed by Toscafund Asset Management LLP ("TAM") (the "Possible Offer")
General
You are attempting to access this Microsite that is designated for the publication of documents and information in connection with the Possible Offer.
Please read this notice carefully - it applies to all persons who view this Microsite and, depending on where you are located, may affect your rights or responsibilities. The disclaimer set out below may be altered or updated from time to time. You should read it in full each time you visit this Microsite. In addition, the contents of Microsite may be amended at any time in whole or in part at the sole discretion of the Company.
This Microsite contains electronic versions of materials relating to the Possible Offer. The materials you are seeking to access are made available in good faith and for information purposes only and are subject to the terms and conditions set out below. Any person seeking to access this Microsite represents and warrants to the Company that they are doing so for information purposes only.
To allow you to view information about the Possible Offer, you must read this notice and then click "I AGREE". If you are unable to agree, you should click "I DISAGREE" and you will not be able to view information about the Possible Offer.
Nothing on, or which can be downloaded from, this Microsite constitutes an offer for sale or subscription or any solicitation for any offer to buy or subscribe for any securities in any jurisdiction.
Any Possible Offer will be made solely by means of either an offer document (if the Possible Offer is to be implemented by way of a takeover offer pursuant to Part 28 of the Companies Act 2006 (the "Act")) or a scheme document (if the Possible Offer is to be implemented by means of a scheme of arrangement pursuant to Part 26 of the Act), which will contain the full terms and conditions of the Possible Offer, including details on how it may be accepted. Any decision made by a shareholder of the Company should be made solely and only on the basis of the information provided in any such documents.
NO OFFER (IF MADE) CAN BE VALIDLY ACCEPTED BY COMPANY SHAREHOLDERS OR ANY OTHER PERSON BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THIS MICROSITE. COMPANY SHAREHOLDERS SHOULD SEEK ADVICE FROM AN APPROPRIATE INDEPENDENT FINANCIAL ADVISER AS TO THE SUITABILITY OF ANY ACTION FOR THE INDIVIDUAL CONCERNED.
Overseas jurisdictions
Viewing the materials you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom who wish to view 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 applicable legal or regulatory requirements applicable in their jurisdiction.
These materials are not directed at or intended to be accessible by persons resident in the United States, Canada, Australia or Japan or in any other jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE, IN WHOLE OR IN PART, TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.
This Microsite contains information that has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers (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 in any doubt, you should not continue to seek to access this Microsite.
Forward looking statements
This Microsite and the information contained in it contains certain statements which are, or may be deemed to be, forward looking statements with respect to the financial condition, results of operations and business of TAM and the Company and certain plans and objectives of the boards of directors of TAM and the Company. These forward looking statements can be identified by the fact that they do not relate to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of TAM and the Company in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward looking statements involve risk and uncertainty and the factors described in the context of such forward looking statements could cause actual results and developments to differ materially from those expressed in or implied by such forward looking statements.
Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Microsite and the information contained herein. Except as required by applicable law or regulation, the Company assumes no obligation to update or correct the information contained in this Microsite and the information contained herein.
Responsibility
The directors of the Company accept responsibility for the information contained in the documents available on this Microsite, save that, except as otherwise specified in the relevant document(s), the only responsibility accepted by them in respect of the information relating to the Company, which has been compiled from public sources, is to ensure that such information has been correctly and fairly reproduced and represented.
To the best of the knowledge and belief of the directors of the Company (who have taken all reasonable care to ensure that such is the case) the information contained in the documents available in this Microsite for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
The documents included in this Microsite are stated only at the specified date of the relevant document and, except as required by the Financial Conduct Authority, the London Stock Exchange, the Code, the Listing Rules, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules or any other applicable law, the Company has, and accepts, no responsibility or duty to update or revise such documents.
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 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of understanding and acceptance
I have read and understood the terms of this notice 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 jurisdiction that considers the accessing of the materials on this Microsite or any part of it unlawful.
I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite, in whole or in part, to any other person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
I represent and warrant to the Company that I intend to access this Microsite for information purposes only and that I understand that it may affect my rights or responsibilities.
If you are not able to give these confirmations, you should click on I DISAGREE below.
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