Pursuant to Part 18 of the Companies (Jersey) Law 1991, as amended
Notice is hereby given in accordance with Article 116(2C) of the Companies (Jersey) law 1991, as amended that a recommended cash offer (the "Offer") has been made by an offeror ("Offeror"), to acquire all the issued ordinary share capital of Fusionex International plc ("Fusionex") not already owned, or agreed to be acquired by Offeror.
The Offer Document may be inspected, and a copy obtained, during the offer period at the Company's registered office at 12 Castle Street, St Helier, Jersey JE2 3RT.
The offer document, containing the terms and conditions of the Offer and the procedures for acceptance (the "Offer Document") was dated, published and posted to all Fusionex Shareholders on 19 July 2021.
This notice does not constitute, and must not be construed as, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities, pursuant to the Offer or otherwise. The Offer is being made solely by the Offer Document and, in the case of Fusionex Shareholders holding Fusionex Shares in certificated form, the Form of Acceptance, which contains the full terms and conditions of the Offer. Fusionex Shareholders should read the Offer Document and, in the case of Fusionex Shareholders holding Fusionex Shares in certificated form, the Form of Acceptance as they contain important information. Fusionex Shareholders who accept the Offer may rely only on the Offer Document and, in the case of Fusionex Shareholders holding Fusionex Shares in certificated form, the Form of Acceptance, for all the terms and conditions of the Offer.
The Offer is not capable of acceptance from or within any jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, persons reading this notice or receiving the Offer Document, the Form of Acceptance and any accompanying document (including, without limitation, custodians, nominees and trustees) who have a contractual or legal obligation or who may otherwise intend to forward this notice, the Offer Document, the Form of Acceptance and any accompanying document must not mail or otherwise forward, distribute or send them in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction, as doing so may invalidate any purported acceptance of the Offer. The availability of the Offer to Fusionex Shareholders who are not resident in the United Kingdom or Jersey, or who are citizens, residents or nationals of jurisdictions outside the United Kingdom or Jersey or who are nominees of, or custodians or trustees for, citizens, residents or nationals of other jurisdictions, may be prohibited or affected by the laws of the relevant jurisdictions in which they are citizens or of which they are residents or nationals. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.
Any Fusionex Shareholder who is in any doubt as to what action he/she should take should is recommended to seek his/her personal financial advice immediately from his/her stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised pursuant to the Financial Services and Markets Act 2000 (as amended) if he/she is resident in the United Kingdom or, if not, another appropriately authorised independent financial adviser in the relevant jurisdiction.
The Offer is, by means of this notice, being notified to all persons to whom the Offer Document may not be dispatched.
Terms defined in the Offer Document have the same meanings in this notice.
19 July 2021