Common use of IMPORTANT NOTICES Clause in Contracts

IMPORTANT NOTICES. Xxxxxxx Xxxxx International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Bidco and KKR and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and KKR for providing the protections afforded to clients of Xxxxxxx Xxxxx International or for providing advice in connection with the Acquisition or in this Announcement or any transaction or arrangement referred to herein. Evercore, which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Xxxx Xxxxx and no one else in connection with the Acquisition and will not be responsible to anyone other than Xxxx Xxxxx for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or 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 Evercore in connection with this announcement, any statement contained herein, the Acquisition or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Xxxx Xxxxx or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained therein. Barclays Bank PLC, acting through its Investment Bank, ("Barclays"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Xxxx Xxxxx as financial adviser and corporate broker and for no-one else in connection with the Acquisition and the matters described in this Announcement and will not be responsible to anyone other than Xxxx Xxxxx for providing the protections afforded to clients of Barclays or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Peel Xxxx LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Xxxx Xxxxx and for no-one else in connection with the matters described in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Xxxx Xxxxx for providing the protections afforded to clients of Peel Xxxx LLP nor for providing advice in relation to matters described in this Announcement. This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a takeover offer, any document by which the Acquisition is made) which, together with the Forms of Proxy (or forms of acceptance), shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition. This Announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England. This Announcement does not constitute a prospectus or prospectus equivalent document.

IMPORTANT NOTICES. Xxxxxxx Xxxxx International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Bidco and KKR and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and KKR for providing the protections afforded to clients of Xxxxxxx Xxxxx International or for providing advice in connection with the Acquisition or in this Announcement or any transaction or arrangement referred to herein. Evercore, which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Xxxx Xxxxx and no one else in connection with the Acquisition and will not be responsible to anyone other than Xxxx Xxxxx for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or 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 Evercore in connection with this announcement, any statement contained herein, the Acquisition or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Xxxx Xxxxx or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained therein. Barclays Bank PLC, acting through its Investment Bank, ("Barclays"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Xxxx Xxxxx as additional financial adviser and corporate broker and for no-one else in connection with the Acquisition and the matters described in this Announcement and will not be responsible to anyone other than Xxxx Xxxxx for providing the protections afforded to clients of Barclays or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Peel Xxxx LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Xxxx Xxxxx and for no-one else in connection with the matters described in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Xxxx Xxxxx for providing the protections afforded to clients of Peel Xxxx LLP nor for providing advice in relation to matters described in this Announcement. This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a takeover offer, any document by which the Acquisition is made) which, together with the Forms of Proxy (or forms of acceptance), shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition. This Announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England. This Announcement does not constitute a prospectus or prospectus equivalent document.

IMPORTANT NOTICES. Xxxxxxx Xxxxx International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Bidco and KKR and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and KKR for providing the protections afforded to clients of Xxxxxxx Xxxxx Sachs International or for providing advice in connection with the Acquisition or in this Announcement or any transaction or arrangement referred to herein. Evercore, which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Xxxx Xxxxx and no one else in connection with the Acquisition and will not be responsible to anyone other than Xxxx Xxxxx for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or 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 Evercore in connection with this announcement, any statement contained herein, the Acquisition or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Xxxx Xxxxx or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained therein. Barclays Bank PLC, acting through its Investment Bank, ("Barclays"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Xxxx Xxxxx as financial adviser and corporate broker and for no-one else in connection with the Acquisition and the matters described in this Announcement and will not be responsible to anyone other than Xxxx Xxxxx for providing the protections afforded to clients of Barclays or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Peel Xxxx LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Xxxx Xxxxx and for no-one else in connection with the matters described in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Xxxx Xxxxx for providing the protections afforded to clients of Peel Xxxx LLP nor for providing advice in relation to matters described in this Announcement. This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a takeover offer, any document by which the Acquisition is made) which, together with the Forms of Proxy (or forms of acceptance), shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition. This Announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England. This Announcement does not constitute a prospectus or prospectus equivalent document.

IMPORTANT NOTICES. Xxxxxxx Xxxxx InternationalM. Rothschild & Sons Limited (“Rothschild & Co”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority FCA in the United Kingdom, is acting exclusively for Biffa and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Biffa for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to any matter referred to in this Announcement. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Rothschild & Co in connection with this Announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this Announcement. Barclays Bank PLC (“Barclays”), acting through its investment bank, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for ECP and Bidco and KKR and no one else in connection with the Acquisition and will not be responsible to anyone other than ECP and Bidco and KKR for providing the protections afforded to clients of Xxxxxxx Xxxxx International or Barclays nor for providing advice in connection with relation to the Acquisition or matters set out in this Announcement or any transaction or arrangement referred to hereinAnnouncement. Evercore Partners International LLP (“Evercore”), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Xxxx Xxxxx ECP and Bidco and no one else in connection with the Acquisition matters described in this Announcement and will not regard any other person as its client in relation to the matters set out in this document and will not be responsible to anyone other than Xxxx Xxxxx ECP and Bidco for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or 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 Evercore Financial Adviser in connection with this announcement, any statement contained herein, the Acquisition or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Xxxx Xxxxx or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained thereinherein or otherwise. Barclays HSBC Bank PLC, acting through its Investment Bank, plc ("Barclays"“HSBC”), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA in the United KingdomPRA, is acting exclusively for Xxxx Xxxxx as financial adviser to Biffa and corporate broker and for no-no one else in connection with the Acquisition and the matters described in this Announcement and will not be responsible to anyone other than Xxxx Xxxxx Biffa for providing the protections afforded to clients of Barclays HSBC, or for providing advice in relation to connection with the Acquisition or any other matters referred to herein. Neither HSBC nor any of its group undertakings or 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 HSBC in connection with this AnnouncementAnnouncement or any matter referred to herein. Peel Xxxx LLPNumis Securities Limited (“Numis”), which is authorised and regulated in the United Kingdom UK by the FCA, is acting exclusively for Xxxx Xxxxx Biffa and for no-no one else in connection with the matters described in this Announcement possible offer and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Xxxx Xxxxx Biffa for providing the protections afforded to clients of Peel Xxxx LLP Numis nor for providing advice in relation to the possible offer, the contents of this announcement or any transaction or any other matters described referred to in this Announcementannouncement. This Announcement is for information purposes only and does not constitute an offer to sell Neither Numis nor any of its affiliates owes or an invitation to purchase accepts any securities duty, liability or the solicitation of an offer to buy any securitiesresponsibility whatsoever (whether direct or indirect, pursuant to the Acquisition whether in contract, in tort, under statute or otherwise. The Acquisition shall be made solely by means ) to any person who is not a client of the Scheme Document (or, if the Acquisition is implemented by way of a takeover offerNumis in connection with this Announcement, any document by which the Acquisition is made) which, together with the Forms of Proxy (statement contained herein or forms of acceptance), shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition. This Announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England. This Announcement does not constitute a prospectus or prospectus equivalent documentotherwise.

IMPORTANT NOTICES. Xxxxxxx Xxxxx InternationalCenterview Partners UK LLP (“Centerview”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United KingdomKingdom by the FCA, is acting exclusively for Bidco and KKR as financial adviser to Keysight and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and KKR Keysight for providing the protections afforded to its clients of Xxxxxxx Xxxxx International or for providing advice in connection with relation to the Acquisition or in this Announcement or any transaction or arrangement referred to herein. Acquisition, Evercore Partners International LLP (“Evercore”), which is authorised and regulated by the Financial Conduct Authority in the UKUnited Kingdom, is acting exclusively as financial adviser to Xxxx Xxxxx Keysight and no one else in connection with the Acquisition matters described in this announcement and will not be responsible to anyone other than Xxxx Xxxxx Keysight for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or 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 Evercore in connection with this announcement, any statement contained herein, the Acquisition any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMAthe Financial Services and Markets Act 2000 and successor legislation, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Xxxx Xxxxx Keysight or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained therein. Barclays Bank PLC, acting through its Investment Bank, ("Barclays"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Xxxx Xxxxx as financial adviser and corporate broker and for no-one else in connection with the Acquisition and the matters described in this Announcement and will not be responsible to anyone other than Xxxx Xxxxx for providing the protections afforded to clients of Barclays or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Peel Xxxx LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Xxxx Xxxxx and for no-one else in connection with the matters described in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Xxxx Xxxxx for providing the protections afforded to clients of Peel Xxxx LLP nor for providing advice in relation to matters described in this Announcement. This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a takeover offer, any document by which the Acquisition is made) which, together with the Forms of Proxy (or forms of acceptance), shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition. This Announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England. This Announcement does not constitute a prospectus or prospectus equivalent documentherein.

IMPORTANT NOTICES. Xxxxxxx Xxxxx Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Bidco and KKR and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and KKR for providing the protections afforded to clients of Xxxxxxx Xxxxx Goldman Sachs International or for providing advice in connection with the Acquisition or in this Announcement or any transaction or arrangement referred to herein. Evercore, which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Xxxx Xxxxx John Laing and no one else in connection with the Acquisition and will not be responsible to anyone other than Xxxx Xxxxx John Laing for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or 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 Evercore in connection with this announcement, any statement contained herein, the Acquisition or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Xxxx Xxxxx John Laing or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained therein. Barclays Bank PLC, acting through its Investment Bank, ("Barclays"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Xxxx Xxxxx John Laing as additional financial adviser and corporate broker and for no-one else in connection with the Acquisition and the matters described in this Announcement and will not be responsible to anyone other than Xxxx Xxxxx John Laing for providing the protections afforded to clients of Barclays or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Peel Xxxx Hunt LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Xxxx Xxxxx John Laing and for no-one else in connection with the matters described in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Xxxx Xxxxx John Laing for providing the protections afforded to clients of Peel Xxxx Hunt LLP nor for providing advice in relation to matters described in this Announcement. This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a takeover offer, any document by which the Acquisition is made) which, together with the Forms of Proxy (or forms of acceptance), shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition. This Announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England. This Announcement does not constitute a prospectus or prospectus equivalent document.

IMPORTANT NOTICES. Xxxxxxx Xxxxx InternationalCenterview Partners UK LLP (“Centerview”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United KingdomKingdom by the FCA, is acting exclusively for Bidco and KKR as financial adviser to Keysight and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and KKR Keysight for providing the protections afforded to its clients of Xxxxxxx Xxxxx International or for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement. Neither Centerview nor any of its affiliates, nor any of Centerview's and such affiliates' respective members, directors, officers, controlling persons or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Centerview in connection with this announcement, any statement contained herein, the Acquisition or in this Announcement or any transaction or arrangement referred to hereinotherwise. Evercore Partners International LLP (“Evercore”), which is authorised and regulated by the Financial Conduct Authority in the UKUnited Kingdom, is acting exclusively as financial adviser to Xxxx Xxxxx Keysight and no one else in connection with the Acquisition matters described in this announcement and will not be responsible to anyone other than Xxxx Xxxxx Keysight for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or 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 Evercore in connection with this announcement, any statement contained herein, the Acquisition any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMAthe Financial Services and Markets Act 2000 and successor legislation, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Xxxx Xxxxx Keysight or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained therein. Barclays Bank PLC, acting through its Investment Bank, ("Barclays"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Xxxx Xxxxx as financial adviser and corporate broker and for no-one else in connection with the Acquisition and the matters described in this Announcement and will not be responsible to anyone other than Xxxx Xxxxx for providing the protections afforded to clients of Barclays or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Peel Xxxx LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Xxxx Xxxxx and for no-one else in connection with the matters described in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Xxxx Xxxxx for providing the protections afforded to clients of Peel Xxxx LLP nor for providing advice in relation to matters described in this Announcement. This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a takeover offer, any document by which the Acquisition is made) which, together with the Forms of Proxy (or forms of acceptance), shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition. This Announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England. This Announcement does not constitute a prospectus or prospectus equivalent documentherein.

IMPORTANT NOTICES. Xxxxxxx Xxxxx InternationalXxxxxxxxx, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United KingdomKingdom by the FCA, is acting exclusively for Bidco and KKR as financial adviser to Xxxxxxx and no one else in connection with the Acquisition matters described in this Announcement and will not be responsible to anyone other than Sopheon for providing the protections offered to clients of Cavendish or for providing advice in connection with any matter referred to in this Announcement. Neither Cavendish nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Xxxxxxxxx in connection with this Announcement, any statement contained herein, the Scheme or otherwise. No representation or warranty, express or implied, is made by Xxxxxxxxx as to the contents of this Announcement. Xxxxxxx Xxxxx, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Resurgens, Wellspring and Bidco and KKR no-one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Resurgens, Wellspring or Bidco for providing the protections afforded to clients of Xxxxxxx Xxxxx International or for providing advice in connection with the Acquisition or in this Announcement or any transaction or arrangement referred to herein. Evercore, which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Xxxx Xxxxx and no one else in connection with the Acquisition and will not be responsible to anyone other than Xxxx Xxxxx for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore Xxxxxxx Xxxxx nor any of its subsidiaries, branches or 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 Evercore Xxxxxxx Xxxxx in connection with this announcementAnnouncement, any statement contained herein, the Acquisition or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Xxxx Xxxxx or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained therein. Barclays Bank PLC, acting through its Investment Bank, ("Barclays"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Xxxx Xxxxx as financial adviser and corporate broker and for no-one else in connection with the Acquisition and the matters described in this Announcement and will not be responsible to anyone other than Xxxx Xxxxx for providing the protections afforded to clients of Barclays or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Peel Xxxx LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Xxxx Xxxxx and for no-one else in connection with the matters described in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Xxxx Xxxxx for providing the protections afforded to clients of Peel Xxxx LLP nor for providing advice in relation to matters described in this Announcement. This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a takeover offer, any document by which the Acquisition is made) which, together with the Forms of Proxy (or forms of acceptance), shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition. This Announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England. This Announcement does not constitute a prospectus or prospectus equivalent document.

IMPORTANT NOTICES. Xxxxxxx Xxxxx InternationalLazard, which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority in the United KingdomAuthority, is acting exclusively for as financial adviser to Hg and Bidco and KKR and no one else in connection with the Acquisition and will not be responsible to anyone other than Hg and Bidco and KKR for providing the protections afforded to clients of Xxxxxxx Xxxxx International or for providing advice in connection with the Acquisition or in this Announcement or any transaction or arrangement referred to herein. Evercore, which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Xxxx Xxxxx and no one else in connection with the Acquisition and will not be responsible to anyone other than Xxxx Xxxxx for providing the protections afforded to clients of Evercore Lazard nor for providing advice in connection with relation to the Acquisition or any other matters referred to hereinin this document. Neither Evercore Lazard nor any of its subsidiaries, branches or 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 Evercore Lazard in connection with the Acquisition, this document, any statement contained herein or otherwise. Xxxxxxxx Xxxxx, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively as financial adviser to Hg and Bidco and no one else in connection with the Acquisition and shall not be responsible to anyone other than Hg and Bidco for providing the protections afforded to clients of Xxxxxxxx Xxxxx nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Xxxxxxxx Xxxxx 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 Xxxxxxxx Xxxxx in connection with this announcement, any statement contained herein, the Acquisition herein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Xxxx Xxxxx or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained therein. Barclays Bank PLC, acting through its Investment Bank, ("Barclays")Xxxxxxx Sachs International, which is authorised by the PRA Prudential Regulation Authority and regulated by the FCA Financial Conduct Authority and the PRA Prudential Regulation Authority in the United Kingdom, is acting exclusively for Xxxx Xxxxx as financial adviser Ideagen and corporate broker and for no-no one else in connection with the Acquisition and the matters described in this Announcement and will not be responsible to anyone other than Xxxx Xxxxx Ideagen for providing the protections afforded to clients of Barclays or Xxxxxxx Xxxxx International nor for providing advice in relation to connection with the Acquisition or any other matters matter referred to in this Announcementherein. Peel Xxxx LLPCanaccord Genuity Limited (“Canaccord Genuity”), which is authorised and regulated in the United Kingdom by the FCAFinancial Conduct Authority, is acting exclusively for Xxxx Xxxxx Ideagen and for no-no one else in connection with the matters described in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement Acquisition and will not be responsible to anyone other than Xxxx Xxxxx Ideagen for providing the protections afforded offered to clients of Peel Xxxx LLP nor Canaccord Genuity or for providing advice in relation to the Acquisition or any matters described in this Announcementreferred to herein. This Announcement announcement is for information purposes only and does not constitute constitute, or form any part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securitiessecurities in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document (together with the Forms of Proxy) (or, if the Acquisition is implemented by way of a takeover offerTakeover Offer, any document by which the Acquisition is made) which, together with the Forms of Proxy (or forms of acceptanceTakeover Offer document), which shall contain the full terms and Conditions conditions of the Acquisition, including details of how to vote in respect of the Acquisition. This Announcement announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement announcement had been prepared in accordance with the laws of jurisdictions outside of EnglandEngland and Wales. This Announcement does not constitute a prospectus or prospectus equivalent documentIdeagen shall prepare the Scheme Document to be distributed to Ideagen Shareholders. Ideagen and Bidco urge Ideagen Shareholders to read the Scheme Document when it becomes available because it shall contain important information relating to the Acquisition.

IMPORTANT NOTICES. Xxxxxxx Xxxxx InternationalThe statements contained herein are made as at the date of this announcement, unless some other time is specified in relation to them, and issue of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date. None of Atlantic Leaf, the Atlantic Leaf Directors, the Offeror, the Offeror GP Directors or any person acting on its or their behalf accepts any responsibility or obligation to update, review or revise the information in this announcement or to publish or distribute any information which is authorised by comes to its attention after the Prudential Regulation Authority and regulated by the Financial Conduct Authority date of this announcement and the Prudential Regulation Authority distribution of this announcement shall not constitute a representation by Atlantic Leaf, the Atlantic Leaf Directors, the Offeror, the Offeror GP Directors or any person acting on its or their behalf that this announcement will be updated, reviewed, revised or that any such information will be published or distributed after the date hereof. Nothing contained in this announcement shall be deemed to be a profit forecast, projection or estimate of the future financial performance of Atlantic Leaf. No statement in this announcement should be interpreted to mean that future earnings of any Atlantic Leaf Share for current and future financial periods will necessarily match or exceed the historical or published earnings of any Atlantic Leaf Share. The Apollo Funds (including the Offeror) may purchase Atlantic Leaf Shares otherwise than pursuant to the terms of the Acquisition, such as in the United Kingdomopen market or through privately negotiated purchases. Such purchases may be made either directly or through a broker and must comply with the applicable laws and regulations of Jersey, Mauritius and South Africa. Information about any such purchases will be made available on SENS and the SEM Website as required by applicable law and regulation. No person has been authorised to make representations on behalf of Atlantic Leaf or the Offeror concerning the Acquisition which are inconsistent with the statements contained in this announcement and any such representation, if made, may not be relied upon as having been so authorised. Java Capital Proprietary Limited is acting exclusively for Bidco and KKR Atlantic Leaf and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and KKR Atlantic Leaf for providing the protections afforded to clients of Xxxxxxx Xxxxx International or Java Capital Proprietary Limited nor for providing advice in connection with relation to the Acquisition or in this Announcement the content of, or any transaction matter or arrangement referred to herein. Evercorein, which is authorised and regulated by the Financial Conduct Authority in the UK, this announcement.. Questco Corporate Advisory Proprietary Limited is acting exclusively as financial adviser to Xxxx Xxxxx for Atlantic Leaf and no one else in connection with the Acquisition and will not be responsible to anyone other than Xxxx Xxxxx Atlantic Leaf for providing the protections afforded to clients of Evercore Questco Corporate Advisory Proprietary Limited nor for providing advice in relation to the Acquisition or the content of, or any matter or arrangement referred to in, this announcement.. Lazard & Co., Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Offeror and for no one else in connection with the Acquisition and will not be responsible to anyone other than the Offeror for providing the protections afforded to its clients or for providing advice in connection with the matters referred to hereinAcquisition. Neither Evercore Lazard & Co., Limited nor any of its subsidiaries, branches or 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 Evercore Lazard & Co., Limited in connection with this announcement, any statement contained herein, the Acquisition or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of in this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Xxxx Xxxxx or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained therein. Barclays Bank PLC, acting through its Investment Bank, ("Barclays"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Xxxx Xxxxx as financial adviser and corporate broker and for no-one else in connection with the Acquisition and the matters described in this Announcement and will not be responsible to anyone other than Xxxx Xxxxx for providing the protections afforded to clients of Barclays or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Peel Xxxx LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Xxxx Xxxxx and for no-one else in connection with the matters described in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Xxxx Xxxxx for providing the protections afforded to clients of Peel Xxxx LLP nor for providing advice in relation to matters described in this Announcement. This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a takeover offer, any document by Circular which the Acquisition is made) which, together with the Forms of Proxy (or forms of acceptance), shall contain the full terms and Conditions conditions of the Acquisition, including details of how to vote in respect of the Acquisition. This Announcement announcement has been prepared for the purpose purposes of complying with English Jersey law and, to the extent applicable, the JSE Listings Requirements and the Takeover Code SEM Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement announcement had been prepared in accordance with the laws of jurisdictions outside of Englandany other jurisdiction, including a Restricted Jurisdiction. This Announcement does not constitute a prospectus or prospectus equivalent documentAtlantic Leaf shall prepare the Circular to be distributed to Atlantic Leaf Shareholders. Atlantic Leaf and the Offeror urge Atlantic Leaf Shareholders to read the Circular when it becomes available because it shall contain important information relating to the Acquisition.

IMPORTANT NOTICES. Xxxxxxx Xxxxx InternationalLazard, which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority in the United KingdomAuthority, is acting exclusively for as financial adviser to Hg and Bidco and KKR and no one else in connection with the Acquisition and will not be responsible to anyone other than Hg and Bidco and KKR for providing the protections afforded to clients of Xxxxxxx Xxxxx International or for providing advice in connection with the Acquisition or in this Announcement or any transaction or arrangement referred to herein. Evercore, which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Xxxx Xxxxx and no one else in connection with the Acquisition and will not be responsible to anyone other than Xxxx Xxxxx for providing the protections afforded to clients of Evercore Lazard nor for providing advice in connection with relation to the Acquisition or any other matters referred to hereinin this document. Neither Evercore Lazard nor any of its subsidiaries, branches or 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 Evercore Lazard in connection with the Acquisition, this document, any statement contained herein or otherwise. Xxxxxxxx Xxxxx, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively as financial adviser to Hg and Bidco and no one else in connection with the Acquisition and shall not be responsible to anyone other than Hg and Bidco for providing the protections afforded to clients of Xxxxxxxx Xxxxx nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Xxxxxxxx Xxxxx 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 Xxxxxxxx Xxxxx in connection with this announcement, any statement contained herein, the Acquisition herein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Xxxx Xxxxx or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained therein. Barclays Bank PLC, acting through its Investment Bank, ("Barclays")Xxxxxxx Sachs International, which is authorised by the PRA Prudential Regulation Authority and regulated by the FCA Financial Conduct Authority and the PRA Prudential Regulation Authority in the United Kingdom, is acting exclusively for Xxxx Xxxxx as financial adviser Ideagen and corporate broker and for no-no one else in connection with the Acquisition and the matters described in this Announcement and will not be responsible to anyone other than Xxxx Xxxxx Ideagen for providing the protections afforded to clients of Barclays or Xxxxxxx Xxxxx International nor for providing advice in relation to connection with the Acquisition or any other matters matter referred to in this Announcementherein. Peel Xxxx LLPCanaccord Genuity Limited (“Canaccord Genuity”), which is authorised and regulated in the United Kingdom by the FCAFinancial Conduct Authority, is acting exclusively for Xxxx Xxxxx Ideagen and for no-no one else in connection with the matters described in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement Acquisition and will not be responsible to anyone other than Xxxx Xxxxx Ideagen for providing the protections afforded offered to clients of Peel Xxxx LLP nor Canaccord Genuity or for providing advice in relation to the Acquisition or any matters described in this Announcementreferred to herein. This Announcement announcement is for information purposes only and does not constitute constitute, or form any part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securitiessecurities in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document (together with the Forms of Proxy) (or, if the Acquisition is implemented by way of a takeover offerTakeover Offer, any document by which the Acquisition is made) which, together with the Forms of Proxy (or forms of acceptanceTakeover Offer document), which shall contain the full terms and Conditions conditions of the Acquisition, including details of how to vote in respect of the Acquisition. This Announcement announcement has been prepared for the purpose of complying with English and Welsh law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement announcement had been prepared in accordance with the laws of jurisdictions outside of EnglandEngland and Wales. Ideagen shall prepare the Scheme Document to be distributed to Ideagen Shareholders. Ideagen and Bidco urge Ideagen Shareholders to read the Scheme Document when it becomes available because it shall contain important information relating to the Acquisition. This Announcement announcement does not constitute a prospectus or prospectus equivalent exempted document.