NOTICE OF DISCLAIMER – IMPORTANT

Recommended cash offer (the “Offer“) for the entire issued and to be issued share capital of TClarke plc (the “Company“) by Regent Acquisitions Limited (the “Offeror“), a company wholly‑owned by Deep Valecha, which is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 for the ordinary shares of the Company.

YOU ARE ATTEMPTING TO ENTER THE PART OF THIS WEBSITE THAT IS DESIGNATED FOR THE PUBLICATION OF ANNOUNCEMENTS, DOCUMENTS AND INFORMATION IN CONNECTION WITH THE OFFER.  THIS INFORMATION IS BEING MADE AVAILABLE ON THIS PART OF THE COMPANY’S WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

1. ACCESS TO THE OFFER

Please read this notice carefully – it applies to all persons who view this part of the Company’s website and, depending upon who you are and where you live, it may affect your rights.  This part of the Company’s website contains announcements, documents and information relating to the Offer (the “Information“).  Please note that, as the Offer progresses, the Information as well as the terms of this notice may be altered or updated.  You should read the full text of this notice each time you visit this part of the Company’s website.  In addition, the Information may be amended at any time in whole or in part at the sole discretion of the Company.

ACCESS TO THIS PART OF THE COMPANY’S WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS 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 THIS INFORMATION.  THESE MATERIALS ARE NOT DIRECTED AT, OR TO BE ACCESSED BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS.

For regulatory reasons, the Company must ensure that persons seeking to access this part of the Company’s website are made aware of the appropriate regulations for the country which such person is in.  To allow you to view the Information, you have to read the following then click “I agree”.  If you are unable to agree, you should click “I disagree” and you will not be able to view the Information.

2. OVERSEAS JURISDICTIONS

Viewing the Information may not be lawful in certain jurisdictions.  In other jurisdictions, only certain categories of person are allowed to view the Information.  If you are not permitted to view the Information, 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 Offer relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934 (the “Exchange Act”). Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of US tender offer and proxy solicitation rules including Section 14(e) of the Exchange Act and Regulation 14E thereunder.

Financial information included in this document has been or will be prepared in accordance with international accounting standards as adopted in the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in theUnited States.

3. BASIS OF ACCESS TO INFORMATION RELATING TO THE OFFER

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

The Information is being made available in good faith and for information purposes only.  Any person seeking access to this part of the Company’s website represents and warrants to the Company that they are doing so for information purposes only.  Making the Information available in electronic format is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.

If you are in any doubt about the Information 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.

Any shareholder action required in connection with the Offer will only be set out in documents sent to or made available to the Company’s shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

4. FORWARD‑LOOKING STATEMENTS

Some of the Information may include statements that are or may be deemed to be “forward‑looking statements”.  These statements are prospective in nature and are not based on historical facts, but rather on the current expectations of the management of the Offeror and the Company about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward‑looking statements.  The forward‑looking statements contained in the Information include statements about the expected effects of the Offer on the Company and/or the Offeror, the expected timing and scope of the Offer, synergies, other strategic options and all other statements in the Information other than historical facts.  Forward‑looking statements may (but will not always) include, without limitation, statements typically containing words such as “plans”, “aims”, “intends”, “expects”, “anticipates”, “believes”, “estimates”, “will”, “may”, “budget”, “forecasts” and “should” and words of similar import.  By their nature, forward‑looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will (or might) occur in the future.

These forward‑looking statements are not guarantees of future performance and have not been reviewed by the auditors of the Company.  There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward‑looking statements.  These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers’ strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes.  Other unknown or unpredictable factors could cause actual results to differ materially from those in (or implied by) the forward‑looking statements.  Investors should not place undue reliance on any forward‑looking statements.  None of the directors of the Company (“Directors“), the Company or its affiliated companies provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward‑looking statement contained in the Information will actually occur.

5. RESPONSIBILITY

The Directors accept responsibility for the correctness and fairness of the reproduction or presentation of the Information, other than that information relating to the Offeror or other members of the Offeror’s group, unless the responsibility statement in any relevant document expressly provides otherwise.

None of the Directors, the Company or its affiliated companies have reviewed and none of them is responsible 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.

Subject to any continuing obligations under applicable law, the City Code on Takeovers and Mergers or any relevant listing rules, the Company expressly disclaims any obligation to disseminate, after the date of the posting of the Information, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

Neither the Offeror nor the Company, nor any of their respective advisers, associates, directors or officers undertakes any obligation to update publicly, expressly disclaim or revise the Information, whether as a result of new information, future events or otherwise, except to the extent legally required.

Cavendish Capital Markets Limited, which is authorised and regulated by the Financial Conduct Authority in the UK, is acting for the Company and no one else in connection with the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Cavendish Capital Markets Limited nor for providing advice in relation to the Offer or any other matter referred to herein.

SPARK Advisory Partners Limited, which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively for the Offeror and no one else in connection with the Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to the customers of SPARK Advisory Partners Limited nor for providing advice in relation to the Offer or any other matter referred to herein.

THE INFORMATION MAY NOT BE DOWNLOADED BY 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.  THIS NOTICE SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, ENGLISH LAW.

6. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER:‑
   • I certify that I am not (and that I do not act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.
   • I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area 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 represent and warrant to the Company that I intend to access this area 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 the terms of this notice. I confirm that I am permitted to proceed to this part of the Company’s website.