Common use of IMPORTANT NOTICES Clause in Contracts

IMPORTANT NOTICES. Strand Xxxxxx Limited, which is authorised and regulated in the U.K. by the Financial Conduct Authority, is acting exclusively as financial adviser to Pagero and no one else in connection with the Offer and will not be responsible to anyone other than Pagero for providing the protections afforded to clients of Strand Xxxxxx Limited, nor for providing advice in connection with the Offer or any other matter referred to herein. Canaccord Genuity Limited, which is authorised and regulated by the Financial Conduct Authority, is acting as financial adviser to Tungsten and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Tungsten for providing the protections afforded to clients of Canaccord Genuity Limited nor for providing advice in connection with the matters referred to herein. Neither Canaccord Genuity Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord Genuity Limited in connection with this Announcement, any statement contained herein, the Offer or otherwise. This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, or otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Tungsten pursuant to the Offer or otherwise in any jurisdiction in contravention of applicable laws. The Offer will be made solely by means of the Offer Document and (in respect of Tungsten Shares held in certificated form) the Form of Acceptance accompanying the Offer Document, which will, together, contain the full terms and conditions of the Offer including details of how it may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document and (in respect of Tungsten Shares held in certificated form) the Form of Acceptance accompanying the Offer Document. The Offer Document and the Form of Acceptance will be made available to all Tungsten Shareholders at no cost to them. Tungsten Shareholders are advised to read the Offer Document and (in respect of Tungsten Shares held in certificated form) the Form of Acceptance accompanying the Offer Document carefully when they become available because they will contain important information in relation to the Offer. This Announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

IMPORTANT NOTICES. Strand Cruso & Xxxxxx Limitedfor themselves and for the Vendors or Lessors of this property, which is authorised and regulated whose agents they are, give notice that: All statements contained in these particulars as to this property are made without responsibility on the U.K. by the Financial Conduct Authoritypart of Cruso & Xxxxxx, is acting exclusively as financial adviser to Pagero and no one else in connection with the Offer and will not be responsible to anyone other than Pagero for providing the protections afforded to clients of Strand Xxxxxx Limited, nor for providing advice in connection with the Offer or any other matter referred to herein. Canaccord Genuity Limited, which is authorised and regulated by the Financial Conduct Authority, is acting as financial adviser to Tungsten and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Tungsten for providing the protections afforded to clients of Canaccord Genuity Limited nor for providing advice in connection with the matters referred to herein. Neither Canaccord Genuity Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord Genuity Limited in connection with this Announcement, any statement contained herein, the Offer or otherwise. This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation their joint agents or the solicitation Vendors or Lessors. These particulars are set out as a general outline for the guidance of intending Purchaser or Lessees, and do not constitute any part of an offer or invitation contract. All descriptions, dimensions and references to purchaseconditions necessary permission for use and occupation and other details are given, or otherwise acquirehaving (for the purposes of The Property Misdescriptions Act 1991) taken all reasonable steps to avoid committing an offence. Nonetheless, subscribe forsuch statements do not constitute any warranty nor representation by the Vendor. Further, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction pursuant such statements are accurate only to the Offer or otherwisebest of the present information and belief of the Vendor. We have not been instructed to carry out a physical survey of the property, a structural survey, nor shall there be to test any saleof the services, issuance fixtures, fittings or transfer of securities of Tungsten pursuant appliances which pass through, in, on, over or attached to the Offer property (whether or otherwise in any jurisdiction in contravention of applicable lawsnot referred to within these particulars). The Offer will be made solely by means of the Offer Document and (in respect of Tungsten Shares held in certificated form) the Form of Acceptance accompanying the Offer Document, which will, together, contain the full terms and conditions of the Offer including details of how it may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained No person in the Offer Document and (in respect employment of Tungsten Shares held in certificated form) the Form of Acceptance accompanying the Offer Document. The Offer Document and the Form of Acceptance will be made available Cruso & Xxxxxx has an authority to all Tungsten Shareholders at no cost to them. Tungsten Shareholders are advised to read the Offer Document and (in respect of Tungsten Shares held in certificated form) the Form of Acceptance accompanying the Offer Document carefully when they become available because they will contain important information make or give any representations or warranty whatever in relation to this property, nor is such representation or warranty given by Xxxxx & Xxxxxx or the OfferVendors of the property. This Announcement does It is the responsibility of any intending Purchaser to satisfy himself as to the basis upon which he makes an offer. into any contract pursuant to any such offer, he shall have relied solely upon his own inspection and enquiries and has satisfied himself of boundaries and all other matters and the terms of such contract. The making of an offer for the property will be taken as an admission by the intending Purchaser that he has relied solely upon his own judgement; and to the extent that he has not constitute a prospectuspersonally verified the information in these particulars, prospectus equivalent document or an exempted document.he has noted and accepted the qualification and disclaimers set out as above; and that in entering Offering independent professional advice to Clients throughout the Eastern Counties on all Commercial, Residential, Agricultural & Rural Matters Including: Agricultural, Residential & Commercial Valuations Property Sales, Management & Lettings Basic Payment Scheme Agri-Environment Schemes Farm Business Consultancy Agricultural Law & Taxation

IMPORTANT NOTICES. Strand Xxxxxx Limited, which is No person has been authorised to give any information or to make any representation other than those contained in this Base Prospectus (including the documents incorporated by reference herein) and regulated in the U.K. by the Financial Conduct Authority, is acting exclusively as financial adviser to Pagero and no one else applicable Pricing Supplement in connection with the Offer and will issue or sale of the Notes and, if given or made, such information or representation must not be responsible to anyone relied upon as having been authorised by the Issuer or any of the Dealers or the Arranger (as defined in "Overview of the Programme"). Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Issuer and its subsidiaries and affiliates, taken as a whole (the "DCL Group") since the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer or the DCL Group since the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that any other than Pagero for providing the protections afforded to clients of Strand Xxxxxx Limited, nor for providing advice information supplied in connection with the Offer Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. Notice of the aggregate principal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche of Notes will be set forth in the Pricing Supplement which, in respect of listed Notes, will be delivered to the relevant stock exchange on or before the relevant Issue Date of the Notes of such Tranche. This Base Prospectus (as amended or supplemented from time to time) is to be read in conjunction with any amendments or supplements hereto and all documents which are incorporated herein by reference (see "Documents Incorporated by Reference" below) and shall be read and construed on the basis that such documents are incorporated in and form part of this Base Prospectus. In addition, this Base Prospectus should, in relation to any Tranche of Notes, be read and construed together with the applicable Pricing Supplement. Prospective investors hereby acknowledge that (i) they have been afforded an opportunity to request from the Issuer and to review, and have received, all additional information considered by them to be necessary to verify the accuracy of, or to supplement, the information contained herein, (ii) they have had the opportunity to review all of the documents described herein, and (iii) they have not relied on the Dealers or any person affiliated with the Dealers in connection with any investigation of the accuracy of such information or their investment decision. This Base Prospectus has not been, and is not required to be, submitted to the French Financial Markets Authority (Autorité des marchés financiers) (the "AMF"), the CSSF or any other matter referred competent authority for approval as a "prospectus" pursuant to hereinthe Prospectus Regulation. Canaccord Genuity LimitedThe contents of this Base Prospectus should not be construed as investment, which is authorised legal or tax advice. This Base Prospectus, as well as the nature of an investment in any Notes, should be reviewed by each prospective investor with such prospective investor's investment adviser, legal counsel and regulated by tax adviser. The Arranger and the Financial Conduct AuthorityDealers have not separately verified the information contained in this Base Prospectus. None of the Dealers or the Arranger makes any representation, is acting as financial adviser express or implied, or accepts any responsibility, with respect to Tungsten and no one else the accuracy or completeness of any of the information in this Base Prospectus or for any act or omission of the Issuer or any other person in connection with the matters described in issue and offering of the Notes. Neither this Announcement Base Prospectus, any financial statements or any other information incorporated by reference is intended to provide the basis of any credit or other evaluation and will should not be responsible to anyone other than Tungsten for providing the protections afforded to clients of Canaccord Genuity Limited nor for providing advice in connection with the matters referred to herein. Neither Canaccord Genuity Limited nor considered as a recommendation by any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord Genuity Limited in connection with this Announcement, any statement contained hereinthe Issuer, the Offer or otherwise. This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation Arranger or the solicitation Dealers that any recipient of an offer this Base Prospectus or invitation to purchase, any financial statements or otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or other information incorporated by reference should purchase the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Tungsten pursuant to the Offer or otherwise in any jurisdiction in contravention of applicable lawsNotes. The Offer will be made solely by means Each potential purchaser of the Offer Document and (in respect of Tungsten Shares held in certificated form) Notes should determine for itself the Form of Acceptance accompanying the Offer Document, which will, together, contain the full terms and conditions of the Offer including details of how it may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis relevance of the information contained in this Base Prospectus and its purchase of the Offer Document Notes should be based upon such investigation as it deems necessary. None of the Dealers or the Arranger undertakes to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Dealers or the Arranger. Any reproduction or distribution of this Base Prospectus, in whole or in part, or any disclosure of its contents or use of any of its information for purposes other than evaluating a purchase of the Notes is prohibited without the express written consent of the Issuer. In connection with the issue of any Tranche, the Dealer or Dealers (if any) named as the stabilising manager(s) (the "Stabilising Manager(s)") (or person(s) acting on behalf of any Stabilising Manager(s)) in the applicable Pricing Supplement may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche and 60 days after the date of the allotment of the relevant Tranche. Any stabilisation action or over-allotment shall be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in respect of Tungsten Shares held in certificated form) the Form of Acceptance accompanying the Offer Documentaccordance with applicable laws and rules. The Offer Document distribution of this Base Prospectus and the Form offering or sale of Acceptance will the Notes in certain jurisdictions may be made available restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the Dealers and the Arranger to all Tungsten Shareholders at no cost inform themselves about and to them. Tungsten Shareholders are advised to read the Offer Document and (in respect of Tungsten Shares held in certificated form) the Form of Acceptance accompanying the Offer Document carefully when they become available because they will contain important information in relation to the Offerobserve any such restriction. This Announcement Base Prospectus does not constitute a prospectusan offer of, prospectus equivalent document or an exempted document.invitation by or on behalf of the Issuer or the Dealers to subscribe for, or purchase, any Notes where such offer or sale is not permitted. The Issuer and the Dealers do not represent that this Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the Dealers, which is intended to permit a public offering of any Notes or distribution of this Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Notes in the United States, France, Belgium and the Grand Duchy of Luxembourg, the United Kingdom, Switzerland, Japan and Hong Kong, see "Plan of Distribution" and "Transfer Restrictions". This Base Prospectus may not be used for any offering to the public or any admittance to trading on a regulated marked of Notes in any jurisdiction which would require the approval and publication of a prospectus under the Prospectus Regulation or similar document under applicable law. Notes issued under the Programme and the relevant Guarantee relating thereto are being offered and sold in offshore transactions to persons other than U.S. persons as defined in and in reliance on Regulation S and/or to QIBs in reliance on Rule 144A. Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the registration requirements of Section 5 of the Securities Act provided by Rule 144A. For a description of these restrictions and certain further restrictions on offers, sales and transfers of Notes and distribution of this Base Prospectus see "Plan of Distribution". In the United Kingdom, this document is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, persons (i) having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it. Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

IMPORTANT NOTICES. Strand Xxxxxx Limited, which is authorised and regulated in the U.K. by the Financial Conduct Authority, is acting exclusively as financial adviser to Pagero and no one else in connection with the Offer and will not be responsible to anyone other than Pagero for providing the protections afforded to clients of Strand Xxxxxx Limited, nor for providing advice in connection with the Offer or any other matter referred to herein. Canaccord Genuity Limited, which is authorised and regulated by the Financial Conduct Authority, is acting as financial adviser to Tungsten and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Tungsten for providing the protections afforded to clients of Canaccord Genuity Limited nor for providing advice in connection with the matters referred to herein. Neither Canaccord Genuity Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord Genuity Limited in connection with this Announcement, any statement contained herein, the Offer or otherwise. This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, or otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Tungsten pursuant to the Offer or otherwise in any jurisdiction in contravention of applicable laws. The Offer will be made solely by means of the Offer Document and (in respect of Tungsten Shares held in certificated form) the Form of Acceptance accompanying the Offer Document, which will, together, contain the full terms and conditions of the Offer including details of how it may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document and (in respect of Tungsten Shares held in certificated form) the Form of Acceptance accompanying the Offer Document. The Offer Document and the Form of Acceptance will be made available to all Tungsten Shareholders at no cost to them. Tungsten Shareholders are advised to read the Offer Document (and (in respect of Tungsten Shares held in certificated form) the Form of Acceptance accompanying the Offer Document carefully when they become available because they will contain important information in relation to the Offer. This Announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.