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\OFFER BY TRAVIS PERKINS PLC FOR THE BSS GROUP PLC BY SCHEME OF ARRANGEMENT ANNOUNCED ON [DATE] 2010
\Access to this section of the website may be restricted under securities laws in certain jurisdictions. 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. These materials are 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.
\IMPORTANT INFORMATION
\This area of the website (the “Micro-Site”) contains announcements, documents and information (“materials”) published by or jointly by The BSS Group plc (“BSS”) relating to the offer by Travis Perkins plc (“Travis Perkins”), to acquire all of the issued and to be issued ordinary share capital of BSS (the offer, together with any ancillary matters relating to its implementation, being referred to below as the “Proposals”). The Proposals are currently intended to be effected by way of scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”). The materials contained on this Micro-Site are made available in good faith and for information purposes only and are subject to the terms and conditions set out below.
\The full terms and conditions of the Proposals are set out in the formal Scheme documentation posted, or to be posted to, amongst others, BSS shareholders (the “Scheme Documents”). In order for the Scheme to become effective, certain matters will require the approval of BSS shareholders. In considering the Proposals, BSS shareholders (or their proxies, nominees, representatives or agents) should only rely on the information contained, and procedures described, in the formal Scheme Documents.
\Access to the Micro-Site
\If you would like to view the Micro-Site, please read this notice carefully. This notice applies to all persons who view the Micro-Site and, depending on where you are located, may affect your rights or responsibilities. BSS reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the Micro-Site. In addition, the contents of the Micro-Site may be amended at any time in whole or in part at the sole discretion of BSS.
\Non-U.K. Persons
\The materials have been prepared in accordance with English law and the City Code on Takeovers and Mergers and information disclosed may not be the same as that which would have been prepared in accordance with the laws and regulations of jurisdictions outside England. The Scheme will be subject to the applicable rules and regulations of the Financial Services Authority, the London Stock Exchange and the City Code on Takeovers and Mergers.
\As a consequence of legal restrictions, the release, publication or distribution of materials contained on the Micro-Site in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside the United Kingdom who wish to view the Micro-Site must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of the Micro-Site or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view the Micro-Site. Unless otherwise determined by BSS and permitted by applicable law and regulation, it is not intended that the materials on the Micro-Site be accessible by persons resident or located in the United States, Canada, Australia or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws and/or regulations of such jurisdiction (a “Restricted Jurisdiction”).
\It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access the Micro-Site. Neither BSS nor any of its advisers assumes any responsibility for any violation by any person of any of these restrictions.
\You should not forward, transmit or show the materials contained on the Micro-Site to any person. In particular, you should not forward or transmit the materials contained therein to any Restricted Jurisdiction.
\Nothing on, or which can be downloaded from, the Micro-Site constitutes an offer to sell or an invitation or solicitation of any offer to purchase or subscribe for any securities or solicitation of any votes attaching to securities which are the subject of the Scheme in any jurisdiction in which such offer or solicitation is unlawful.
\Forward-Looking Statements
\This Micro-Site contains “forward looking statements” concerning Travis Perkins and BSS. Generally, the words “will”, “may”, “should”, “continue”, “believes”, “expects”, “intends”, “anticipates” or similar expressions identify forward looking statements. The forward looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond the ability of Travis Perkins and BSS to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of the original publication of such statements. Travis Perkins and BSS assume no obligation and do not intend to update any forward looking statements in this Micro-Site except as required by applicable law or regulation.
\Unless expressly stated to the contrary, no statement in this Micro-Site is intended to constitute a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for BSS.
\Responsibility
\In relation to any materials contained on the Micro-Site, the only responsibility accepted by the directors of BSS (the “Responsible Persons”) is for the correctness and fairness of their reproduction or presentation unless the responsibility statement in any relevant document expressly provides otherwise.
\The Responsible Persons are responsible in the terms set out above solely for the relevant materials contained in the Micro-Site and not for any other information on the website which you may visit on leaving the Micro-Site.
\None of the Responsible Persons, BSS 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 by a third party.
\The materials included on the Micro-Site speak only at the specified date of the relevant document, announcement or information and BSS has, and accepts, no responsibility or duty to update such materials (other than to the extent such duty arises as a matter of law).
\If you are in any doubt about the contents of the Micro-Site 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.
\THE MATERIALS MAY NOT BE DOWNLOADED EITHER IN WHOLE OR IN PART BY ANY PERSON IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
\Electronic versions of these materials are not directed at or accessible by persons resident in a Restricted Jurisdiction. Accordingly, you may only access the Micro-Site if you are able to provide the below confirmations. If you are resident or located in any jurisdiction into which distribution of these materials would constitute a violation of the relevant laws of such jurisdiction, you must click on the relevant box below in order to exit the Micro-Site.
\If you are not resident or located in a jurisdiction that renders accessing the Micro-Site or parts thereof illegal and are able to give the confirmations set out below, please click on "CONFIRM"
\Confirmation of understanding and acceptance
\In order to view the materials on the Micro-Site, by clicking on the "CONFIRM" box below, you are making the following confirmations:
\(i) I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the materials on the Micro-Site does not constitute a violation of the relevant laws of such jurisdiction and I am not resident or located in or acting on behalf of someone who is resident or located in the United States, Canada, Australia or Japan or in any other jurisdiction that renders the accessing of the Micro-Site or parts thereof illegal; and
\(ii) I will not copy, forward, transfer or distribute these materials to any person who is resident or located in the United States, Canada, Australia or Japan or in any other jurisdiction that renders the accessing of the Micro-Site or parts thereof illegal.
\If you are not able to give these confirmations (as applicable), you should click on "DECLINE" below.
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