Infopro Digital turning information into performance

Disclaimer

Important Notice

Recommended cash offer (the Offer) for Haynes Publishing Group plc (Target) by Infopro Digital (Holdco) Ltd, a wholly-owned subsidiary of Infopro Digital Group B.V. (Bidder).

THIS SECTION OF THE WEBSITE (THE MICRO-SITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE OFFER (TOGETHER, THE INFORMATION). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

ACCESS TO THE MICRO-SITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. IN PARTICULAR, THE INFORMATION IS NOT DIRECTED AT, AND IS NOT ACCESSIBLE BY, PERSONS RESIDENT, OR OTHERWISE LOCATED, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

Basis of access to the Micro-Site

Please read this notice carefully before clicking “I agree” or “I disagree” below. This notice applies to all persons who view the Micro-Site. This notice may be amended or updated by Bidder from time to time and accordingly it should be read carefully in full each time you wish to view the Micro-Site. In addition, the content of the Micro-Site, and its availability to persons resident in certain jurisdictions, may be amended at any time in whole or in part at the sole discretion of Bidder.

Any person seeking access to the Micro-Site represents and warrants to Bidder that they are doing so for information purposes only. Making the Information available does not constitute an offer to sell or the solicitation of an offer to buy shares in Target. Further, it does not constitute a recommendation by Bidder or any other party to sell or buy securities in Target.

The Offer cannot be validly accepted by holders of Target shares or any other persons through means of downloading any Information from this Micro-Site.

Target shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Offer. Any shareholder action required in connection with the Offer will be set out in documents sent to or made available to Target’s shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

Overseas persons

Viewing the Information in jurisdictions other than the United Kingdom may be prohibited or restricted by applicable law and regulation. In some jurisdictions, only certain categories of person are allowed to view the Information. Any person resident 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.

Copies of any documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from the United States, Canada, Australia or Japan or any other jurisdiction where to do so may result in a significant risk of civil, regulatory or criminal exposure for Bidder or Target (a Restricted Jurisdiction). Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send them in or into or from the United States, Canada, Australia or Japan or any other Restricted Jurisdiction.

If you are not permitted to download or view the Information, or if downloading or viewing the Information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to download or view the Information, please exit this webpage by clicking on the “I disagree” box below.

Forward looking statements

The Information may contain “forward-looking statements” relating to Target and Bidder and the business sectors in which they operate. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “goals”, “should”, “would”, “could”, “continue”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “hopes”, “projects” or words or terms of similar substance or the negative thereof, are forward looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Target’s or Bidder’s operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Target’s or Bidder’s business.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Target and Bidder disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law or regulation.

If you are in any doubt about the contents of the Information or the Micro-Site or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser, duly authorised under the FSMA if you are resident in the United Kingdom, or from another appropriately authorised independent financial adviser.

Responsibility

In relation to any Information, the only responsibility accepted by the directors of Bidder is for the correctness of its reproduction, unless the responsibility statement in any relevant document expressly provides otherwise.

Neither Bidder nor its affiliated companies 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 website by a third party.

If you are in any doubt about the contents of the Micro-Site 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.

Raymond James Financial International Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Bidder and no-one else in connection with the and will not be responsible to anyone other than Bidder for providing the protections afforded to clients of Raymond James Financial International Limited or for providing advice in relation to the Offer or any other matter referred to in the Information.

THE DOCUMENTS IN THE MICRO-SITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

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

Confirmation of understanding and acceptance of this notice

By clicking on “I agree” below, you:

  • confirm that you have read, understood and agree to be bound by the terms of the notice set out above;
  • warrant and represent that you are not a resident of, or otherwise located in any jurisdiction where accessing the Information would constitute a violation of the relevant laws or regulations of that jurisdiction (or acting on behalf of any person resident of or otherwise located in any such jurisdiction); and
  • agree that you will not transmit or otherwise send (directly or indirectly) any Information to any person in any jurisdiction if to do so would breach any applicable law or regulation.

If you click I disagree below, we will be unable to provide you with access to the Information and you will be redirected to Bidder’s homepage.