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Disclaimer
This document is being provided to the addressed recipients for information only and on a strictly confidential basis in connection with the possible disposal of the shares of APS Group Ltd (“APS”). Save as specifically agreed in writing by N. M. Rothschild & Sons Limited (“Rothschild & Co”) this document must not be disclosed, copied, reproduced, distributed or passed, in whole or in part, to any other party.
This document is for the exclusive use of the addressed recipients to assist recipients in deciding whether to proceed with a further investigation of APS. This document does not constitute an offer or invitation for the sale or purchase of securities or any of the business or assets described in it.
The document has been prepared on the basis of information provided by APS and also from publicly available information. This information, which does not purport to be comprehensive, has not been independently verified by APS, Rothschild & Co or any other party. The document does not constitute an audit or a due diligence review and should not be construed as such. The information provided should not be relied on for any purpose and should not in any way serve as a substitute for other enquiries and procedures that would (or should) otherwise be undertaken.
No representation or warranty, expressed or implied, is or will be made and, save in the case of fraud, no responsibility or liability is or will be accepted by APS, Rothschild & Co or by any of their respective directors, officers, servants, advisers, agents or affiliates as to or in relation to the accuracy, sufficiency or completeness of this document or the information forming the basis of the document or for any reliance placed on the document by any person whatsoever. No representation
or warranty, expressed or implied, is or will be made as to the achievement or reasonableness of, and no reliance should be placed on, any projection, targets, estimates or forecasts and nothing in this document should be relied on as a promise or representation as to the future.
Law or other regulation may restrict the distribution of this document in certain jurisdictions. Accordingly, recipients of this Memorandum should inform themselves about and observe all applicable legal and regulatory requirements. This document does not constitute an offer to sell or an invitation to purchase securities in any jurisdiction. This document is being distributed on the basis that each person in the United Kingdom to whom it is issued is reasonably believed to be such a person as is described in Article 19 (Investment professionals) or Article 49 (High net worth companies, unincorporated associations etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or is a person to whom this document may otherwise lawfully be distributed. Persons who do not fall within such descriptions may not act upon the information contained in this document.
Rothschild & Co, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for APS and no one else in connection with the potential sale of the issued share capital of APS and will not be responsible to any person other than APS for providing protections afforded to clients of Rothschild & Co nor for providing advice in relation to the potential sale of the issued share capital of APS.
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