Disclaimer

IMPORTANT NOTICE 

Possible partial offer by Disruptive Capital GP Limited and Pension SuperFund Capital entities (together the “PSFC Entities”) for shares in the capital of De La Rue plc (“De La Rue”) (the “Possible Offer”).

ACCESS TO THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS OTHER THAN THE UNITED KINGDOM. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS SECTION OF THE WEBSITE.

ELECTRONIC VERSIONS OF THE MATERIAL YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THIS MICROSITE BY DE LA RUE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. ANY POSSIBLE OFFER, IF MADE, CANNOT BE VALIDLY ACCEPTED BY DE LA RUE SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OFFER DOCUMENTS, IF AND WHEN PUBLISHED, FROM THIS MICROSITE.

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN ANY JURISDICTION OTHER THAN THE UNITED KINGDOM WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH DE LA RUE REGARDS AS UNDULY ONEROUS (“RESTRICTED JURISDICTION”).

If you would like to access information on the Possible Offer please read this notice carefully – it applies to all persons who view this Microsite and, depending on who you are and where you live, it may affect your rights.

Basis of access

The information contained on this Microsite in respect of the Possible Offer is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Possible Offer or otherwise.

The full terms and conditions of the Possible Offer, if and when made, would be set out in the formal offer documentation which would be sent or made available to De La Rue shareholders in due course. In considering the Possible Offer, if and when made, shareholders of De La Rue should only rely on the information contained, and procedures described, in such offer documentation. Please note that this notice may be altered or updated. You should read it in full each time you access this Microsite.

Responsibility

The information contained on this Microsite speaks only at the date of the relevant document, announcement or information reproduced on this Microsite and, subject to any obligations under applicable law or regulation, De La Rue accepts no responsibility or duty to update any such information, document, announcement or information, and reserves the right to add to, remove or amend any document, announcement or information reproduced on this Microsite at any time.

In relation to any document, announcement or information contained on this Microsite, the only responsibility accepted by the directors of De La Rue is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

Neither the directors of De La Rue nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.

De La Rue shareholders should seek advice from an independent financial adviser as to the suitability of any action for the shareholder concerned. Any shareholder action required in connection with the Possible Offer will only be set out in offer documentation which would be sent to or made available to De La Rue shareholders if the Possible Offer is made and any decision to be made by such shareholders should be made solely and only on the basis of information provided in that offer documentation.

Numis Securities Limited (“Deutsche Numis”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for De La Rue and no one else in connection with the matters referred to in this Microsite, and will not regard any other person (whether or not they are accessing this Microsite) as a client in relation to the matters referred to in this Microsite and is not, and will not be responsible to anyone other than De La Rue for providing the protections afforded to clients of Deutsche Numis, nor for providing advice in relation to the contents of this Microsite. Neither Deutsche Numis nor any of its affiliates (nor any of 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 Deutsche Numis in connection with the matters referred to in this Microsite.

Forward-looking statements

The information on this Microsite may contain certain forward-looking statements with respect to the financial condition, results of operations and business of De La Rue with respect thereto. 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, 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'hope', 'aims', 'continue', 'will', 'may', 'should', 'would', 'could' or other words of similar meaning or the negative thereof. These statements are based on assumptions and assessments made by De La Rue in light of its experience perception of historical trends, current conditions, future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in the information on this Microsite could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading the information on this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the information on this Microsite. De La Rue does not assume any obligation to update or correct the information contained on this Microsite (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in the global, political, economic, social, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals.

Overseas persons

The materials found on this Microsite contain information in respect of the Possible Offer. Viewing this information may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. Any person resident outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so. If you are not permitted, or if you are in any doubt as to whether you are permitted, to view the information, please exit this Microsite.

This Microsite contains information which has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers (the “Code”) and the information disclosed may not be the same as that which would have been disclosed if this had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

Notice to US investors

The Possible Offer, if made, will be subject to disclosure and procedural requirements of the United Kingdom which are different from those in the United States. Neither the US Securities and Exchange Commission, nor any securities commission of any state of the United States has approved or will approve the Possible Offer, if made, passed upon the fairness of the Possible Offer or passed upon the adequacy or accuracy of any information in this section of the website. Any representation to the contrary is a criminal offence in the United States.

The financial information included in certain documents contained in this Microsite has been prepared in accordance with non-US accounting standards, and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of shares in De La Rue to enforce their rights and claims arising out of the US federal securities laws. Holders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

 

Acceptance of notice

By choosing the “CONFIRM” option, you represent that you are not a national of, or resident in, a Restricted Jurisdiction, and that De La Rue is lawfully entitled to make the content of any communication or document in relation to the Possible Offer available to you under applicable securities laws. If you are unable to give this representation, do not view the content of any communication or document in relation to the Possible Offer.

Copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such documents in, into or from any such jurisdiction, as doing so may invalidate any purported acceptance of the Possible Offer, if made. If you are not permitted to view materials on this Microsite or are in any doubt as to whether you are permitted to view these materials, please exit this Microsite and seek independent advice. Neither The De La Rue nor any of its respective advisers assumes any responsibility for any violation by any person of any of these restrictions.

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

 

ACKNOWLEDGEMENT AND ACCEPTANCE

By clicking on “CONFIRM” tab below, you hereby acknowledge that you have read and understood the notice set out above, that you are permitted to proceed to this Microsite and agree to be bound by its terms. If you are not able to give these confirmations, we cannot provide you access to the Microsite and you should click on the “DENY” tab below.