Rule 2.7 Annoucement – Recommended Acquisition of TalkTalk Telecom Group plc by Tosca IOM Limited
Please read and confirm that you accept the following terms and conditions
Please read this notice carefully – it applies to all persons who view this section of the website
RECOMMENDED OFFER (THE “OFFER”) BY TOSCA IOM LIMITED (A COMPANY INCORPORATED AT THE DIRECTION OF TOSCAFUND ASSET MANAGEMENT LLP AND PENTA CAPITAL LLP (“PENTA”)) FOR THE ENTIRE ISSUED SHARE CAPITAL OF “TALKTALK”) ANNOUNCED ON 17 DECEMBER 2020.
THIS SECTION OF THE WEBSITE (THE “MICRO-SITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY PENTA RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). 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.
Access to information relating to the Offer
You are attempting to enter the Micro-site, which is designated for the publication of documents and information in connection with the Offer to be implemented by scheme of arrangement.
Please read this notice carefully – it applies to all persons who view this Micro-site and, depending upon who you are and where you live, it may affect your rights. 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 this Micro-site.
For regulatory reasons, Penta has to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view Information relating to the Offer, you are required to read the following and then, if you are able to agree, press “I agree” below. If you are unable to agree, you should press “I disagree” and you will not be able to view Information relating to the Offer.
The Information is not for publication or distribution, directly or indirectly, into any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for Penta or would otherwise violate the law of that jurisdiction (a “Restricted Jurisdiction”) and the availability of the Information to shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. 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. Any person resident or located outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
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 on the Micro-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 web page. Penta, TalkTalk and their advisers do not assume any responsibility for any violation by any person of these restrictions.
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.
By clicking “I agree” below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Penta 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 permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this Micro-site by clicking on the “I disagree” box below and seek independent advice.
To the fullest extent permitted by applicable law, Penta and its members, employees, agents and advisers, disclaim any and all responsibility or liability for the violation of such restrictions by any person.
Various contents of this Micro-site have been prepared in accordance with English law and the Code, and, accordingly, the information disclosed may not be the same as that which would have been made available in jurisdictions outside the United Kingdom.
The Information set out herein (including any information incorporated by reference) contains certain forward-looking statements with respect to the financial condition, results of operations and business of TalkTalk and Penta and certain plans and objectives of the boards of directors and/or members of TalkTalk and Penta. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Without limitation, any statements preceded or followed by or that include words such as “plan”, “believe”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “goal”, “will”, “may”, “should”, “would”, “could” or words or terms of similar substance or the negative of such words are forward-looking statements. These statements are based on assumptions and assessments made by the boards of directors and/or members of TalkTalk or Penta in 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. Readers are cautioned not to place undue reliance on these forward-looking statements. In any event, these statements speak only as of the date on which they are made, and, subject to compliance with the Code and applicable law, Penta does not intend, nor undertakes any obligation, to update or revise any such statement except as required by applicable law or regulation.
Basis of access to Information
Access to the electronic version of any Information relating to the Offer is being made available by Penta in good faith and for information purposes only. Any person seeking access to the Information on this Micro-site represents and warrants to Penta that he or she is doing so for information purposes only. Making Information relating to the Offer available in electronic format does not constitute an invitation or offer to sell or the solicitation of an offer to buy, or subscribe for, shares in TalkTalk nor does it constitute an invitation, solicitation or recommendation by Penta or TalkTalk or any other person to any other person to take any other action in relation to the Offer.
You should not forward, transmit or show the information contained in this Micro-site to any person. In particular, you should not forward or transmit the information contained in this Micro-site in or into any jurisdiction any Restricted Jurisdiction.
If you are in any doubt about the contents of this Micro-site or, where applicable, 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. Any actions or decisions required by TalkTalk’s shareholders in connection with the Offer should only be made on the basis of the information set out in documents sent to or made available to TalkTalk’s shareholders.
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.
Subject to any continuing obligations under applicable law or any relevant regulatory requirements, Penta and any of its affiliated companies expressly disclaim any obligation to disseminate, after the date of the posting of any document or announcement on this Micro-site, any updates or revisions to any statements in such documents or announcements in relation to the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based, unless the responsibility statement in any relevant document expressly provides otherwise.
In relation to any materials contained on the Micro-site, the only responsibility accepted by the members of Penta and/or other responsible representative of Penta (“Responsible Persons”) is for the correctness and fairness of their reproduction or presentation unless the responsibility statement in any relevant document expressly provides otherwise.
The Responsible Persons are responsible in the terms set out above solely for the relevant materials contained on the Micro-site and not for any other information on the website which you may visit on leaving the Micro-site.
None of the Responsible Persons, Penta, TalkTalk or any of their employees, agents or advisers 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 Micro-site or Penta’s website by a third party.
Panmure Gordon (UK) Limited (“Panmure Gordon”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Tosca IOM Limited, Toscafund Asset Management LLP and Penta and no one else in connection with the Offer and will not be responsible to anyone other than Tosca IOM Limited, Toscafund Asset Management LLP and Penta for providing the protections afforded to clients of Panmure Gordon nor for providing advice in relation to the Offer.
Confirmation of understanding and acceptance of disclaimer
By clicking the link below labelled “I agree” you represent and warrant to Penta that:
• you have read and understood the terms set out above and which you understand may affect your rights and responsibilities;
• you are not (nor do you act on behalf of someone who is) resident in any country or jurisdiction that renders the accessing of the Micro-site illegal or otherwise resident in any Restricted Jurisdiction;
• you are lawfully entitled to access the Information available to you in this Micro-site under all applicable laws and regulations and are otherwise permitted to proceed to the Micro-site;
• you will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in the Micro-site either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation;
• you intend to access the Micro-site 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
• no person (including, without limitation, TalkTalk, Penta or their respective directors, members, employees, agents or advisers) will breach any applicable law or regulation in connection with your access to this Micro-site.