Takeover Offers
NOTICE OF RECOMMENDED CASH OFFER BY BUCHAN 2 LIMITED ("BUCHAN 2") FOR SCORE GROUP PLC ("SCORE") PURSUANT TO SECTION 978(1)(C)(II) OF THE COMPANIES ACT 2006
Notice is hereby given, in accordance with section 978(1)(c)(ii) of the Companies Act 2006, that:
(a) by means of an offer document dated and posted on 10 January 2020 (the "Offer Document"), Buchan 2 is making a recommended cash offer to acquire the entire issued and to be issued share capital of Score (the "Offer"). Subject to the Offer becoming, or being declared, unconditional in all respects, each Score Shareholder who validly accepts the Offer will receive 330.318 pence in cash for each Score Share; and
(b) a copy of the Offer Document and the Form of Acceptance relating to the Offer can be inspected on Score’s website at www.score-group.com.
The full terms and conditions of the Offer (including details of how the Offer may be accepted) are set out in the Offer Document and the Form of Acceptance. This notice alone does not constitute and must not be construed as an offer. Score Shareholders who accept the Offer may rely only on the Offer Document and the Form of Acceptance, for all the terms and conditions of the Offer.
Unless otherwise determined by Buchan 2 or required by the Takeover Code and permitted by applicable law and regulation, the Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, the United States (including its territories and possessions) or any other Restricted Jurisdiction unless conducted pursuant to an exemption from the applicable securities laws of the United States or such other Restricted Jurisdiction
Accordingly, unless otherwise determined by Buchan 2 or required by the Takeover Code and permitted by applicable law and regulation, copies of the Offer Document and all documents relating to the Offer are not being, and must not be, will not be, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from the United States or any other Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction, and persons reading this notice or receiving the Offer Document and the Form of Acceptance (including, without limitation, agents, custodians, nominees and trustees) must not, directly or indirectly, mail or otherwise forward, distribute or send either or both in, into or from the United States or any other Restricted Jurisdiction. The Offer Document and the Form of Acceptance will not be distributed or sent into the United States. Any person (including, without limitation, any agent, custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this notice, the Offer Document and/or the Form of Acceptance and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
The Offer is made by means of the Offer Document and the Form of Acceptance and is made in respect of all Score Shares (issued and to be issued), including those held by persons to whom the Offer Document and the Form of Acceptance are not being despatched. The Offer is, by means of this notice, being notified to all persons to whom the Offer Document and the Form of Acceptance may not be despatched who hold, or who are entitled to have allotted or issued to them, Score Shares. Such persons may request hard copies of the Offer Document and Form of Acceptance by contacting the Receiving Agent at Computershare, Corporate Actions Projects, Bristol, BS99 6AH or between 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays) on 0370 702 0000 from within the UK (or on +44 370 702 0000 if calling from outside the UK) with an address to which the hard copy may be sent. Calls may be recorded and randomly monitored for security and training purposes. If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you resident in the United Kingdom or, if not, another appropriately authorised independent financial adviser in the relevant jurisdiction.
Terms defined in the Offer Document have the same meaning in this notice.
10 January 2020