DISCLAIMER

RECOMMENDED CASH OFFER FOR TAX SYSTEMS PLC ("TAX SYSTEMS") BY STRIPES BIDCO LIMITED ("BIDCO") WHICH IS INTENDED TO BE IMPLEMENTED BY WAY OF A COURT-SANCTIONED SCHEME OF ARRANGEMENT IN ACCORDANCE WITH PART 26 OF THE COMPANIES ACT 2006 (THE "ACQUISITION") AND IN ACCORDANCE WITH THE TERMS OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")

PLEASE READ THIS DISCLAIMER CAREFULLY.

This part of the website (the "Micro-Site") contains announcements, documents and information relating to the Acquisition (together, the "Information") in compliance with the Code. Electronic copies of the Information are being made available by Bidco and Tax Systems in good faith and for information purposes only, and are subject to the terms and conditions set out below. Any person seeking access to the Micro-Site represents and warrants to Bidco and Tax Systems that they are doing so for information purposes only. 

This disclaimer applies to all persons who wish to view or access the Micro-Site and, depending on who you are and where you live, it may affect your rights. You should note that this disclaimer and the information contained in it may be altered or updated from time to time and should be read in full each time you visit the Micro-Site. In addition, the contents of the Micro-Site may be amended at any time without notice, in whole or in part.

Access to the Micro-Site may be restricted under securities laws in certain jurisdictions ("Restricted Jurisdictions"). This disclaimer requires you to confirm certain matters (including that you are not resident in such a Restricted Jurisdiction) before you may access the Information contained herein. The Information on the Micro-Site is not directed at, and is not intended to be accessible by, persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction.

To access the Micro-Site you must read this disclaimer and then click "I Agree" if you fulfil the necessary criteria.  If you are unable to agree, you should click "I Disagree" and you will not be able to access the Micro-Site. 

The full terms and conditions of the Acquisition, including details of how Tax Systems shareholders may vote in favour of the Acquisition, will be contained in the formal scheme document to be sent by Tax Systems to Tax Systems shareholders (the "Scheme Document") in due course. In considering the Acquisition, and deciding whether or not to vote in favour of the Acquisition, Tax Systems' shareholders (or their proxies, nominees, representatives or agents) should rely only on the information contained, and procedures described, in the Scheme Document, when published.

Nothing on or which can be accessed from the Micro-Site constitutes an offer to sell, or otherwise dispose of, or an invitation or solicitation of any offer to purchase or subscribe for any securities, or any solicitation for votes attached to securities, or approval, pursuant to the Acquisition or otherwise in any jurisdiction in which such offer or solicitation would or may be unlawful.

Overseas Persons

The Information contained on the Micro-Site is not for publication or distribution, directly or indirectly, in or into any Restricted Jurisdiction, and the availability of the Information and any related offer to Tax Systems shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable regulatory and legal requirements.

Access to the Micro-Site may be restricted under securities laws in certain jurisdictions.  Any person resident outside of the United Kingdom wishing to access the Micro-Site must first satisfy themselves that they are not prohibited or restricted from doing so.

The Information contained on the Micro-Site is not directed at, or accessible by, persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction.  You must not copy, release, mail, send, transmit, distribute or otherwise forward, in whole or in part, the Information contained on the Micro-Site in, into or from any Restricted Jurisdiction.

It is your responsibility to comply with the relevant laws of your jurisdiction. By clicking on "I Accept" you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that each of Tax Systems and Bidco is lawfully entitled to make the content of any communication or document relating to the Acquisition available to you. If you have any doubt please click "I Disagree" to exit this page. 

Forward Looking Statements

The Information on the Micro-Site (including any information incorporated by reference) may contain forward-looking statements regarding the financial condition, business strategy, plans and objectives for future operations of the boards of Tax Systems and Bidco. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "believe", "intend", "plan", "goal", "hope", "aim", "can", "continue", "could", "may", "should", "estimate", "expect", "opportunity", "will" and "would", and other words of similar meaning. The nature of these statements means that they are based on assumptions and assessments of the directors of Tax Systems and Bidco and involve risks and uncertainties because they relate to future events and circumstances. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, the actual results may differ materially from those expressed or implied in forward-looking statements as certain factors, surrounding risks and uncertainties may be beyond Bidco's and/or Tax Systems' knowledge and/or control such as market conditions and the performance of competitors.

You are cautioned not to place undue reliance on these forward looking statements. These forward-looking statements speak only as of the date of the respective documents. Each of Tax Systems and Bidco disclaim any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).  

No profit forecast

No statement contained or referred to in the Information on the Micro-Site shall be deemed to be a forecast, projection or estimate of the future financial performance of Tax Systems or Bidco, unless otherwise stated. 

Responsibility

The Information on the Micro-Site speaks only at the date of the relevant information, announcement or document reproduced on the Micro-Site and, subject to any continuing obligations under applicable law or the Code, neither Bidco nor Tax Systems nor any of their respective directors, subsidiaries or affiliates has, or accepts, any responsibility or duty to update any such information, document or announcement.  

In relation to the Information contained on the Micro-Site, the only responsibility accepted by the directors of Tax Systems and Bidco is for the correctness and fairness of their reproduction or presentation unless the responsibility statement in any relevant document expressly provides otherwise. 

None of the directors of Tax Systems or Bidco nor their respective subsidiaries or affiliates have reviewed, and none of them shall have any responsibility for, or accept any liability in respect of, any information on any other website that may be linked to the Micro-Site by a third party.

If you are in any doubt about the Information contained on the Micro-Site or the action you should take generally in connection with the Acquisition, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if you are located outside the United Kingdom, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

GCA Altium Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting exclusively as financial adviser to Bidco and for no one else in connection with the Acquisition or any matters referred to in the Information contained on the Micro-Site and will not be responsible to anyone other than Bidco for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition or any other matters referred to in the Information contained on the Micro-Site.

Oakley Advisory Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Tax Systems and for no one else in connection with the Acquisition or any matters referred to in the Information contained on the Micro-Site and will not be responsible to anyone other than Tax Systems for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition or any other matters referred to in the Information contained on the Micro-Site.

 

finnCap Ltd, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser, nominated adviser and broker to Tax Systems and for no one else in connection with the Acquisition or any matters referred to in the Information contained on the Micro-Site and will not be responsible to anyone other than Tax Systems for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition or any other matters referred to in the Information contained on the Micro-Site.

 

This disclaimer shall be governed by, and interpreted in accordance with the laws of England and Wales.

 

Confirmation of understanding and acceptance of this disclaimer

To enter the Micro-Site, select "I Agree" below to acknowledge the following:

a. I have read and understood the disclaimer as set out above and agree to be bound by the terms;

b. I am not, and I do not act on behalf of someone who is, resident or located in any jurisdiction that prohibits access to the Micro-Site;

c. I am lawfully entitled to access the information available to me on the Micro-Site under all applicable laws and regulations;

d. I will not copy, release, send, transmit, transfer, forward or distribute (by any means, including by electronic transmission), or otherwise share, any documents included on the Micro-Site either in whole or in part to any person who is resident or located in any jurisdiction that prohibits access to the Micro-Site; and

e. I intend to access this Micro-Site for information purposes only.  

If you are unable to provide confirmation of these points, please select "I Disagree" to close this webpage.