IMPORTANT DISCLAIMER

Offer for Shawbrook Group plc (“Shawbrook”) by Marlin Bidco Limited (“Bidco”), a company jointly owned by funds managed or advised by Pollen Street Capital Limited (“Pollen Street”) and BC Partners LLP (“BC Partners” and, together with Bidco and Pollen Street, the “Consortium”) (the “Offer”)

PLEASE READ THIS NOTICE CAREFULLY - IT APPLIES TO ALL PERSONS WHO VIEW THIS SECTION OF THE WEBSITE AND, DEPENDING UPON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS.

ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS 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 (AS DEFINED BELOW) IN THIS SECTION OF THE WEBSITE. THIS INFORMATION 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 OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY FORMALITY WHICH SHAWBROOK REGARDS AS UNDULY ONEROUS.

THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY SHAWBROOK AND/OR ONE OR MORE MEMBERS OF THE CONSORTIUM RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

Access to the Information
You are attempting to enter the section of the website that is designated for the publication of documents and information in connection with the Offer.

If you would like to view this section of the website, please read this notice carefully. This notice applies to all persons who view this section of the website and, depending on where you live, may affect your rights or responsibilities. Shawbrook 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 site. In addition, the contents of this section of the website may be amended at any time, in whole or in part, at the sole discretion of Shawbrook.

This section of the website contains electronic versions of Information relating to the Offer. The Information you are seeking to access is made available in good faith and for information purposes only and is subject to the terms and conditions set out below.

Making the Information available in electronic format does not constitute an offer to sell or otherwise dispose of, or an invitation or solicitation of any offer to purchase or subscribe for, any securities pursuant to the Offer. Further, it does not constitute a recommendation by Shawbrook or any other party to sell or buy any securities. Any person seeking to access this section of the website represents and warrants to Shawbrook that they are doing so for information purposes only.

The Offer would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Offer, including details of how it may be accepted.  Any decision made in relation to the Offer should be made solely and only on the basis of the information provided in any such document. 

To allow you to view Information about the Offer in this section of the website, you must read this notice and then click "CONFIRM". If you are unable to agree, you should click "DECLINE" and you will not be able to view Information about the Offer.

NO OFFER CAN BE VALIDLY ACCEPTED BY SHAWBROOK SHAREHOLDERS OR ANY OTHER PERSON BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THIS WEBSITE. SHAWBROOK SHAREHOLDERS SHOULD SEEK ADVICE FROM AN INDEPENDENT FINANCIAL ADVISER AS TO THE SUITABILITY OF ANY ACTION FOR THE INDIVIDUAL CONCERNED.

Overseas jurisdictions
Viewing the Information you are seeking to access may be unlawful if you are resident or located in certain jurisdictions. In certain jurisdictions, only certain categories of persons may be allowed to view such Information. All persons resident or located outside of the United Kingdom (the “UK”) who wish to view this section of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

The Information in this section of the website is not directed at or intended to be accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION CONTAINED IN THIS SECTION OF THE WEBSITE TO OR WITH ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION CONTAINED IN THIS SECTION OF THE WEBSITE TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.

This section of the website contains Information that has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information in this section of the website, or viewing the Information would result in a breach of any relevant laws or regulatory requirements, or you are in any doubt as to whether you are permitted to view the Information in this section of the website, you should not continue to seek to access this section of the website.

Responsibility
In relation to any Information accessible in this section of the website please note any statement of responsibility contained therein. 

The Information included in this section of the website issued or published by Shawbrook speaks only at the specified date of the relevant announcement or document and Shawbrook has, and accepts, no responsibility or duty to update or revise such Information (other than to the extent such duty arises as a matter of law or regulation). 

In relation to any announcements or other Information issued or published by members of the Consortium or any other person, or information which relate to members of the Consortium or their respective groups or any other person, that are accessible on this website, the only responsibility accepted by Shawbrook and its directors is for the correctness and fairness of its reproduction.

Neither the directors of Shawbrook, nor Shawbrook, nor any member of the Shawbrook Group (being Shawbrook, its subsidiaries and subsidiary undertakings and affiliated companies, in each case from time to time), 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 section of the website.

No profit forecasts or estimates
Unless expressly stated otherwise, none of the Information is intended as a profit forecast or a profit estimate and none of the Information should be interpreted to mean that earnings per Shawbrook share for the current or future financial years would necessarily match or exceed the historical published earnings per Shawbrook share.

Forward-looking statements
The Information (including information incorporated by reference) and documents in this section of the website may contain statements which are, or may be deemed to be, "forward-looking statements". All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of the Consortium and (as relevant) Shawbrook about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements. The forward-looking statements contained in the Information include statements relating to the expected effects of the Offer, the expected timing and scope of the Offer, and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plan", "expect", "budget", "target", "aim", "scheduled", "estimate", "forecast", "intend", "anticipate", "assume", "hope", "continue" or "believe", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Neither Shawbrook nor any of its affiliates nor any of their respective directors, officers, employees, advisers or associates, provides any representation, assurance or guarantee that expectations reflected in the forward-looking statements will prove to be correct. By their nature, forward-looking statements involve risks (known and unknown) and uncertainties (and other factors) that are in many cases beyond the control of the members of the Consortium and/or (as relevant) Shawbrook because they relate to events and depend on circumstances that may or may not occur in the future.

Each forward-looking statement speaks only as of the date of the relevant document. Neither Shawbrook nor any of its affiliates nor any of their respective directors, officers, employees, advisers or associates, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in the Information will actually occur. All forward-looking statements contained in the Information are expressly qualified in their entirety by the cautionary statements contained or referred to in this disclaimer. Readers are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the Code) the members of the Shawbrook Group are under no obligation and undertake no obligation, and expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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

Important notices relating to financial advisers
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 for Shawbrook and no-one else in connection with the Offer and will not be responsible to anyone other than Shawbrook for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in relation to the matters in the Information.

Merrill Lynch International (“BofA Merrill Lynch”), 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 for Shawbrook and no-one else in connection with the Offer and will not be responsible to anyone other than Shawbrook for providing the protections afforded to clients of BofA Merrill Lynch nor for providing advice in relation to the matters in the Information.

Confirmation of understanding and acceptance of disclaimer

  • I have read and understood the notice set out above and I agree to be bound by its terms.
  • I confirm that I am permitted to proceed to this section of the website and that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this section of the website or parts thereof illegal.
  • I agree that I will not forward, mail, transfer, send or distribute (by any means including by electronic transmission) any Information or documents included in this section of the website, either in whole or in part, to any person in any jurisdiction where to do so may be restricted by applicable law or regulation.
  • I represent and warrant to Shawbrook that I intend to access this area of the website for information purposes only.