Open offer circular and application form 22 November 2018

1 Micro-site

1.1 You are entering the area of this website (“Micro-Site”) that is designated for the publication of the circular (“Circular”), which sets out the terms and conditions of the Open Offer by Sutton Harbour Holdings plc (“Company”) of Open Offer Shares.


1.2 Please read this notice carefully as it applies to all persons who view the Micro-Site and, depending upon who you are and where you live, it may affect your rights. This notice and the Circular may be altered or updated from time to time, and should be read carefully each time you visit the Micro-Site.

1.3 The distribution of the Circular in certain jurisdictions may be restricted by law and therefore persons into whose possession these documents come should inform themselves about and observe any such restrictions. Persons (including, without limitation, nominees and trustees) receiving this document should not distribute or send it into any jurisdiction when to do so would, or might, contravene local securities laws or regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

1.4 The Open Offer Shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, (the “US Securities Act”) and may not be offered, sold or delivered in, into or from the United States, or to, or for the account or benefit of U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. This notice and the Circular do not constitute an offer of Ordinary Shares to any person with a registered address, or who is resident, in the United States, or who is otherwise a “U.S. person” as defined in Regulation S under the US Securities Act. There will be no public offer of Open Offer Shares in the United States. Outside of the United States, shares to be issued as part of the Open Offer are being offered in reliance on Regulation S promulgated under the US Securities Act. The Open Offer Shares have not been approved or disapproved by the US Securities and Exchange Commission, or any other securities commission or regulatory authority of the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Open Offer Shares nor have they approved this document or confirmed the accuracy or adequacy of the information contained in this document. Any representation to the contrary is a criminal offence in the US.

1.5 The Open Offer Shares will not qualify for distribution under the relevant securities laws of Australia, Canada, the Republic of South Africa or Japan, nor has any prospectus in relation to the Open Offer Shares been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance. Accordingly, subject to certain exemptions, the Open Offer Shares may not be offered, sold, taken up, delivered or transferred in, into or from the Australia, Canada, Japan, the Republic of South Africa and the United States or any other jurisdiction where to do so would constitute a breach of local securities laws or regulations (each a “Restricted Jurisdiction”) or to or for the account or benefit of any national, resident or citizen of a Restricted Jurisdiction.

1.6 The Circular does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or purchase, any Ordinary Shares to any person in a Restricted Jurisdiction and is not for distribution in, into or from a Restricted Jurisdiction.

1.7 The Circular may not be accessed either in whole or in part by any person in a Restricted Jurisdiction. If you are resident or located in a Restricted Jurisdiction you must not access the Micro-Site.

2 Responsibility

2.1 The only responsibility accepted by the directors of the Company (Directors) for the Circular is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.

2.2 None of the Directors, the Company or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website or the Micro-Site by a third party.

2.3 The Circular speaks only at the specified date of its issue and the Company does not have, and accepts no, responsibility or duty to update it other than to the extent such duty arises as a matter of law.

2.4 If you are in any doubt about the Circular or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

3 Acceptance of Disclaimer

By clicking on “Download now” below, you hereby acknowledge that you have read and understood the notice set out above.

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