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Recommended Cash Offer for U and I Group PLC by LS Development Holdings Limited

(the “Offer”)

Please read this notice carefully - it applies to all persons who view this webpage and, depending on who you are and where you live, it may affect your rights. Please note that this notice and the information contained in it may be altered or updated from time to time in whole or in part at the sole discretion of U and I Group PLC (the “Company”), and should be read in full each time you visit the website.

Access to the materials contained in this section of the Company’s website (the "Microsite") may be restricted under securities laws 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 the Microsite. If you are unable, or have any doubt whether you are able, to provide the necessary confirmations you should press 'DECLINE' and you will not be able to view information about the Offer.

DISCLAIMER

THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS LOCATED IN ANY JURISDICTION WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY THAT THE COMPANY CONSIDERS TO BE UNDULY ONEROUS (EACH A “RESTRICTED JURISDICTION”) AND, UNLESS OTHERWISE DETERMINED BY THE COMPANY AND PERMITTED BY APPLICABLE LAWS AND REGULATIONS, IT IS NOT INTENDED THAT THESE MATERIALS BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THE MICROSITE BY THE COMPANY IN GOOD FAITH, FOR INFORMATION PURPOSES ONLY AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

THE OFFER CANNOT BE VALIDLY ACCEPTED BY ANY PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THE MICROSITE.

BASIS OF ACCESS

The information contained on the Microsite relates to the proposed acquisition of the entire issued, and to be issued, share capital of the Company by LS Development Holdings Limited (“Bidco”). The information contained on the Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities, or the solicitation of any vote or approval, pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The information available on the Microsite has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers and information 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 expected that the Offer would be made by means of an offer or scheme document which would contain the full terms and conditions of such transaction, including details on how it may be accepted. Any decision made in relation to the Offer should therefore be made solely and only on the basis of the information provided in any such document (as amended or supplemented from time to time).

RESPONSIBILITY

The information contained on the Microsite speaks only at the date of the relevant document or announcement reproduced on the Microsite, and neither the Company nor any of its affiliated companies has or accepts responsibility or duty to update any such information, document or announcement. The Company reserves the right to add to, remove or amend any information reproduced on the Microsite at any time.

In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by the directors of the Company is for the correctness and fairness of its reproduction or presentation, unless a responsibility statement in any relevant document expressly provides otherwise.

None of the Company, its directors or any of its affiliated companies have reviewed, and none of them is or shall be responsible for or accepts any liability in respect of any information contained on any other website that may be linked to the Microsite by a third party.

If you are in any doubt about the contents of the 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.

OVERSEAS PERSONS

Viewing the materials you seek to access may not be lawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, only certain categories of person may be allowed to view such materials.

Any person 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 and should inform themselves of and observe any legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.

IF YOU ARE NOT PERMITTED TO VIEW MATERIALS ON THE MICROSITE PLEASE EXIT THE MICROSITE IMMEDIATELY. SHOULD YOU BE IN ANY DOUBT ABOUT WHETHER YOU ARE PERMITTED TO VIEW MATERIALS ON THE MICROSITE, YOU SHOULD NOT ACCESS THE MICROSITE AND YOU SHOULD TAKE LEGAL ADVICE.

Copies of the contents of the Microsite are not being, and must not be, released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them into or from a Restricted Jurisdiction. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.

FORWARD-LOOKING STATEMENTS

The Microsite may contain statements that are deemed to be “forward looking statements” in connection with the Offer and the financial condition, results of operations and business of the Company and/or the Bidco. Such statements are prospective in nature. All statements other than historical statements of facts may be forward-looking statements. Statements containing the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects” or “considers” or other similar words may be forward-looking statements.

These forward-looking statements are based on numerous assumptions and assessments made in light of Bidco’s and the Company’s (as applicable) experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. The factors described in the context of such forward-looking statements in the Microsite could cause Bidco’s plans with respect to the Company, the Company or Bidco’s actual results, performance or achievements or industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading the Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on the Microsite. Each of the Company and Bidco expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by law.

All forward-looking statements contained in this area of the website are expressly qualified in their entirety by the cautionary statements contained or referred to in this notice.

Unless expressly stated otherwise, no statement contained or referred to in the Microsite is intended to be a profit forecast.

ACCEPTANCE AND NOTICE

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

Confirmation of understanding and acceptance of disclaimer

By clicking on ACCEPT below:

  • You certify that you are not (nor do you act on behalf of someone who is) resident in any country that renders the accessing of the Microsite or parts thereof illegal.
  • You agree that you will not forward, transfer or distribute (by any means including by electronic transmission) any documents or information included in the Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable laws or regulations.
  • You represent and warrant to the Company that you intend to access the Microsite for information purposes only.
  • You have read and understood the notice set out above, you understand that it may affect your rights or responsibilities and you agree to be bound by the terms of this notice.

If you are not able to give these confirmations, you should click on DECLINE below.

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