Disclaimer

THIS PART OF THE TOROTRAK PLC (THE “COMPANY”) WEBSITE RELATES TO THE proposed (a) subscription, firm placing and placing and open offer of new ordinary shares in the capital of the Company (THE “NEW ORDINARY SHARES”) and the proposed application for admission of the New Ordinary Shares to the Official List of the FCA and to trading on the London Stock Exchange plc’s main market for listed securities and (b) re-organisation of the Company’s share capital and proposed related party transactions (the “Proposals”).

YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT THE COMPANY HAS DESIGNATED FOR THE PUBLICATION OF DOCUMENTS AND INFORMATION IN CONNECTION WITH THE PROPOSALS. PLEASE READ THE FOLLOWING DISCLAIMER AND SIGNIFY YOUR APPROVAL OR DISAPPROVAL BY CLICKING ON THE APPROPRIATE BUTTON AT THE BOTTOM OF THE PAGE. INFORMATION RELATING TO THE PROPOSALS IS BEING MADE AVAILABLE ON THIS PART OF THE WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

1. ACCESS TO INFORMATION RELATING TO THE PROPOSALS

Please read this notice carefully; it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights or responsibilities. This part of the website contains information relating to the Proposals. Please note that, as the Proposals progress, the information contained on this part of the website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the website.

For regulatory reasons, the Company must ensure that persons seeking to access this part of the website are made aware of the appropriate regulations for the country which they are in. In order to view information relating to the Proposals on this part of the website, you must read the following and then press “I agree” to confirm that you have read and understood this disclaimer. If you are unable to confirm that you have read and understood this disclaimer, you should press “I disagree” and you will not be able to view any such information.

2. OVERSEAS PERSONS

Viewing the information contained in this part of the website may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom who wish to view this information 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.

If you are not permitted to view the information contained in this part of the website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage by clicking on the “I disagree” box below.

The information contained in this part of the website is not directed at persons resident in the United States, Canada, Australia or Japan or in any other jurisdiction if to do so may lead to a breach of any applicable legal or regulatory requirement (each a “Restricted Jurisdiction”).

The information contained in this part of the website does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Securities may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or (ii) an available exemption from registration under the Securities Act. The New Ordinary Shares have not been, and will not be, registered under the Securities Act or under any applicable securities laws of any state, province, territory, country or jurisdiction of any of the Restricted Jurisdictions and will not be offered to the public in the United States. Subject to certain exceptions, the New Ordinary Shares will not be offered or sold to investors in the United States or any other Restricted Jurisdiction.

3. BASIS OF ACCESS TO INFORMATION RELATING TO THE PROPOSALS

The information relating to the Proposals that can be accessed via this part of the website is being made available in good faith and for information purposes only and is subject to these terms and conditions. Any person seeking access to this part of the website represents and warrants to the Company that they are doing so legally and for information purposes only. Making information relating to the Proposals available in electronic format on this part of the website is not intended to, and does not, constitute an offer to sell or the solicitation of an offer to subscribe for or buy valium online no prescription or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Proposals or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.

The information contained in this part of the website is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by, or on behalf the Company.

Charles Stanley & Co Limited (“Charles Stanley Securities”), which is authorised and regulated in the United Kingdom by the FCA, is advising the Company and no one else in connection with the Proposals and will not be acting for any other person or otherwise responsible to any person other than the Company for providing the protections afforded to clients of Charles Stanley Securities or for advising any other person in respect of the Proposals.

Cantor Fitzgerald Europe, which is authorised and regulated in the United Kingdom by the FCA, is advising the Company and no one else in connection with the Proposals and will not be acting for any other person or otherwise responsible to any person other than the Company for providing the protections afforded to clients of Cantor Fitzgerald Europe or for advising any other person in respect of the Proposals.

4. FORWARD-LOOKING STATEMENTS

Certain of the documents contained in this part of the website may contain forward-looking statements with respect to the financial condition, results of operations and business of the Company and certain plans and objectives of the Company’s board of directors. 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. These statements are based on assumptions and assessments made by the Company’s board of directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in the documents contained in this part of the website 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 documents contained in this part of the website are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document. The Company does not assume any obligation to update or correct the information contained in the documents in this part of the website (whether as a result of new information, future events or otherwise), except as required by applicable law.

5. NOT A PROFIT FORECAST

No statement in this part of the website is intended as a profit forecast or estimate for any period and no statement in this part of the website should be interpreted to mean that earnings or earnings per ordinary share for the Company for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for the Company.

6. RESPONSIBILITY

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

Documents included in this part of the website speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law or regulation, the Company expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Proposals on this part of the website, any updates or revisions to any statements in the Proposals to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

None of the directors of the Company have reviewed, and none of them shall have any responsibility 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.

If you are in any doubt about the contents of this part of the website 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 INFORMATION RELATING TO THE PROPOSALS THAT IS CONTAINED IN THIS PART OF THE WEBSITE MAY NOT BE DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS.  ANY PERSON SEEKING ACCESS TO THIS PART OF THE WEBSITE REPRESENTS AND WARRANTS TO THE COMPANY THAT THEY ARE DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY.

7. GOVERNING LAW

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

8. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER

I have read and understood the disclaimer set out above. I represent and warrant to the Company that I intend to access this part of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities. I agree to be bound by its terms. I confirm that I am permitted to proceed to this part 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 part of the website or parts thereof illegal.

I agree that I will not forward, transmit, transfer, distribute (by any means including by electronic transmission) any documents included in this part of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation. 

I DISAGREE