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Disclaimer

DISCLAIMER - IMPORTANT

Proposed offer for the entire issued and to be issued share capital of Share plc (“Share”) by Antler Holdco Limited (“Antler”) (the "Offer").

You are attempting to enter the Microsite which is designated for the publication of electronic versions of materials relating to the Offer.

ACCESS TO THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT OR LOCATED IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE MICROSITE. THE MICROSITE IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT OR LOCATED IN IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION (A “RESTRICTED JURISDICTION”).

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY ANTLER RELATING TO THE OFFER IN COMPLIANCE WITH THE 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.

Please read this notice carefully - it applies to all persons who view the Microsite and, depending upon who you are and where you are resident or located, 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 in full carefully each time you visit this part of the website. In addition, the contents of the Microsite may be amended at any time, in whole or in part, at our sole discretion.

The Information contained in this 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 pursuant to the Offer or otherwise. The Offer would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely and only on the basis of the information provided in any such document.

Nothing on the Microsite, nor anything which can be downloaded from it, is intended to, or does, constitute or form any part of an offer for sale or subscription of, or any solicitation for any offer to purchase or subscribe for, any securities, or the solicitation of any votes attaching to securities which are the subject of the Offer in any Restricted Jurisdiction.

Access to the Microsite

To allow you to view the Information, you must read this notice in its entirety and then click “AGREE”. If you are unable to confirm you must click “DISAGREE”.

Persons outside the United Kingdom

This Information is not directed at or intended to be accessible by persons resident or located in any Restricted Jurisdiction.

Viewing the Information you are seeking to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view the Information. Any persons outside the United Kingdom who wish to view the Information must first satisfy themselves that they are not subject to any requirements that prohibit or restrict them from doing so and should inform themselves about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.

If you are not a resident of or located in a Restricted Jurisdiction, you may access any communication or document in relation to the Offer, 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 any communication or document in relation to the Offer by virtue of applicable laws or regulatory requirements, please exit this Microsite.

Basis of access

The Information is made available in good faith and 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 pursuant to the Offer or otherwise in any Restricted Jurisdiction.

The Information has been prepared for the purposes of complying with English law and 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.

The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and Antler has, and accepts, no responsibility or duty to update any such information, document or announcement and reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.

Similarly, copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction.

If you are not permitted to view materials on this Microsite or are in any doubt as to whether you are permitted to view these materials, please exit this Microsite and seek independent advice. Neither Antler nor any of its advisers assumes any responsibility for any violation by any person of any of these restrictions.

Responsibility

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

Neither the directors Antler nor any of their respective affiliated companies, 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.

Additional U.S. Information

Share shareholders in the United States should note that the Offer relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, English law. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Scheme. Moreover the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included the Microsite has been or will be prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Share is organised under the laws of England and Antler is organised under the laws of Guernsey. All of the officers and directors of Share and Antler are residents of countries other than the United States. It may not be possible to sue Share and Antler in a non-US court for violations of US securities laws. It may be difficult to compel Share, Antler and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Antler or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase Share shares outside of the United States, other than pursuant to the Offer, until the date on which the Offer becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

Forward-looking statements

The Information (including information incorporated by reference) in this Microsite may contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of Antler and Share. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Antler, and/or Share, in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual 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 you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date it has been published. Neither Antler nor Share assumes any obligation to update nor correct the information contained in the Microsite (whether as a result of new information, future events or otherwise), except as required by applicable law.

THERE ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN FORWARD-LOOKING STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS ARE CHANGES IN GLOBAL, POLITICAL, ECONOMIC, BUSINESS, COMPETITIVE, MARKET AND REGULATORY FORCES, FUTURE EXCHANGE AND INTEREST RATES, CHANGES IN TAX RATES AND FUTURE BUSINESS COMBINATIONS OR DISPOSALS.

Other

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 resident or located outside the United Kingdom, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.

Acceptance of Disclaimer

Electronic versions of the Information are not directed at or accessible by persons resident or located in any Restricted Jurisdiction. Accordingly, you may only access the Microsite if you are able to provide the below confirmations. If you are resident or located in any Restricted Jurisdiction, you must click on the relevant box below in order to exit the Microsite.

Confirmation of understanding and acceptance

In order to view the Information on the Microsite, please click on the "AGREE" box below. By clicking on the "AGREE" box below, you are making the following confirmations:

  • I have read and understood the notice set out above and agree to be bound by its terms.
  • I certify that I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the Information of the Microsite does not constitute a violation of the relevant laws and regulations of such jurisdiction and I am not acting on behalf of someone who is resident or located in a Restricted Jurisdiction.
  • I agree that I will not copy, forward, transfer or distribute (by any means including electronic transmission) any documents included in the Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
  • I represent and warrant to Antler that I intend to access this Microsite for information purposes only.

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

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