Recommended Cash Acquisition of Tarsus Group plc

Documentation

Announcement of Timetable and HSR Clearance.pdf Rule 2.7 Announcement Institutional Shareholder Deed of Irrevocable Undertaking - Canaccord Institutional Irrevocable Undertaking - Axa Institutional Shareholder - Letter of Intent - Invesco Rollover Director Irrevocable Undertaking - Dan OBrien Rollover Director Irrevocable Undertaking - Robert Ware Rollover Director Irrevocable Undertaking - Douglas Emslie Rollover Director Irrevocable Undertaking - Simon Smith Non-Rollover Director Irrevocable Undertaking - Keith Mansfield Non Rollover Director Irrevocable Undertaking - Neville Buch Non Rollover Director Irrevocable Undertaking - David Gilbertson Deed of Irrevocable Undertaking - Caroline Emslie Deed of Irrevocable Undertaking - Tracy OBrien Individual Shareholder Irrevocable - Ronald Klatz Individual Shareholder Irrevocable - Chloe Buch Individual Shareholder Irrevocable - Dominic Buch Individual Shareholder Irrevocable - Clive Smith Individual Shareholder Irrevocable - Philip ODonnell Individual Shareholder Irrevocable - Robert Goldman Letter of Intent - Artemis Non-Disclosure Agreement Consent Letter - Goldman Sachs Consent Letter - Peel Hunt Consent Letter - Deutsche Bank Consent Letter - Moelis Unitranche - Interim Facilities Agreement Unitranche - Agency Fee Letter Unitranche - Closing Payments Letter Unitranche - Commitment Letter Equity Commitment Letter Interim Debenture (Agreed Form).pdf Forms of Proxy for Court Meeting and General Meeting.pdf Scheme Document.pdf Announcement of Publication of Scheme Document.pdf FX Trade Confirmation – EUR to GBP (1).pdf FX Trade Confirmation – EUR to GBP (2).pdf FX Trade Confirmation – USD to GBP.pdf FX Forward Rate Schedule (Agreed Form).pdf Shareholders’ Agreement (Agreed Form).pdf Put and Call Option Agreement.PDF Employment Contract – Simon Smith (Agreed Form).pdf Employment Contract Deed of Variation – Dan O’Brien (Agreed Form).pdf Employment Contract Deed of Variation – Doug Emslie (Agreed Form).pdf Rollover Loan Note Instrument.PDF Articles of Association - Tiger Acquisitions UK.pdf Consent Letter – Deutsche Bank (Scheme).PDF Consent Letter – Peel Hunt (Scheme).PDF Consent Letter – Goldman Sachs (Scheme).PDF Consent Letter – Moelis (Scheme).PDF Option letter - 2008 SAYE.pdf Option letter - 2018 CSOP - unvested.pdf Option letter - 2008 CSOP - unvested.pdf Option letter - 2008 CSOP - vested.pdf Option letter - 2016 ERP - vested and unvested.pdf Option letter - 2011 LTIP - vested and unvested.pdf

Disclaimer

IMPORTANT NOTICE

Possible acquisition (the Offer) for the entire issued and to be issued share capital of Tarsus Group plc (Tarsus) by Charterhouse Capital Partners LLP (CCP), through a newly incorporated English private company, Tiger Acquisitions UK Limited, controlled by funds advised or managed by CCP (Bidco).

THIS SECTION OF THE WEBSITE (THE “MICROSITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE “INFORMATION”) PUBLISHED BY TARSUS AND/OR CCP IN CONNECTION WITH THE OFFER. THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBPAGE AND, DEPENDING ON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS.  PLEASE NOTE THAT THIS NOTICE AND THE INFORMATION CONTAINED IN IT MAY BE ALTERED OR UPDATED FROM TIME TO TIME, AND SHOULD BE READ IN FULL EACH TIME YOU VISIT THE SITE. IN ADDITION, THE CONTENTS OF THIS WEBPAGE MAY BE AMENDED AT ANY TIME IN WHOLE OR IN PART AT THE SOLE DISCRETION OF CCP.

ACCESS TO THE MATERIALS CONTAINED IN THIS SECTION OF THE MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT OR LOCATED IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THE WEBSITE. IF YOU ARE UNABLE, OR HAVE ANY DOUBT WHETHER YOU ARE ABLE TO PROVIDE THE NECESSARY CONFIRMATION YOU SHOULD PRESS 'DISAGREE' AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE OFFER.

THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR MAY RESULT IN A SIGNIFICANT RISK OF CIVIL, REGULATORY OR CRIMINAL EXPOSURE IF INFORMATION CONCERNING THE ACQUISITION IS SENT OR MADE AVAILABLE TO PERSONS IN THAT JURISDICTION (A "RESTRICTED JURISDICTION") AND UNLESS OTHERWISE DETERMINED BY CCP AND PERMITTED BY APPLICABLE LAW AND REGULATION, IT IS NOT INTENDED THAT THESE MATERIALS BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.

If you would like access to the Information please read this notice carefully – it applies to all persons who view the Microsite and, depending on who you are and where you live, it may affect your rights and responsibilities. CCP reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the Microsite.

Basis of access

The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to so would violate the law of a Restricted Jurisdiction. In particular, the information contained on this Microsite is not intended to, and does not, constitute or form part of any offer or invitation, or solicitation of any offer or invitation, to sell or otherwise dispose of, purchase, otherwise acquire or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful.

Responsibility

The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither CCP nor any of its affiliated companies has, or accepts, responsibility or duty to update any such information, document or announcement. CCP reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.

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

Neither CCP nor any of the directors of any member of CCP have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website that may be linked to this Microsite by a third party.

If you are in any doubt about the contents of this Microsite 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 contained in this Microsite 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 CCP and/or Tarsus.

Overseas persons

Viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials.

Any person who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.

If you are not permitted to view materials on this Microsite please exit this Microsite. Should you be in any doubt about whether you are permitted to view materials on this Microsite, you should not access the Microsite and you should take legal advice. Neither CCP nor its advisers accepts responsibility for any violation by any person of these restrictions.

Copies of the contents of the Microsite are not being, and must not be, released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction. You should not forward, transmit or show the announcements, information or documents contained on the Microsite. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.

Important information for US investors

The materials do not constitute an offer to acquire or exchange securities in the United States. The Offer relates to the shares of an English company and may be made by means of a scheme of arrangement provided for under English company law. The Offer is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the US Exchange Act). Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules. If, in the future, CCP determines to make a firm offer by way of a takeover offer and determines to extend the offer into the United States, such offer will be made in compliance with applicable US laws and regulations.

The financial information included in certain documents contained in this Microsite has been prepared in accordance with non-US accounting standards, and thus 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 the United States.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, CCP, its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Tarsus Shares outside the United States, other than pursuant to the Offer, until the date on which the Offer and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and available on the London Stock Exchange website at: http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm.

The receipt of consideration pursuant to any offer by a US holder of Tarsus shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Tarsus shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the offer. Furthermore, the payment and settlement procedure with respect to the offer will comply with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.

Any offer will be made in the United States by CCP and no one else.

The materials contained in this Microsite do not constitute an offer of securities for sale in the United States.  No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Exchange Act, or the securities laws of such other country, as the case may be, or: (ii) pursuant to an available exemption from such requirements.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the Information contained in this Microsite. Any representation to the contrary is a criminal offence in the United States.

Forward-looking statements

This Microsite may contain certain forward-looking statements with respect to the Offer and the financial condition, results of operations and business of, Tarsus or CCP and certain plans and objectives of CCP with respect to them. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could" and similar expressions (or their negative), among others, generally identify forward-looking statements.

These forward-looking statements may include statements regarding the business, financial condition and results of operations regarding CCP and Tarsus, as well as the expected characteristics of the enlarged group and expected benefits of the Offer. The forward-looking statements in the Information are based on numerous assumptions regarding CCP’s and Tarsus’ present and future business strategies and the environment in which CCP and Tarsus will operate in the future. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future (including that there cannot be certainty that the Offer will be made and/or complete) and may cause the actual results, performance or achievements of CCP and/or Tarsus to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond CCP’s and/or Tarsus’ ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as changes in the relevant political, social and regulatory frameworks or in economic or technological trends or conditions. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. CCP expressly disclaims any obligation or undertaking to release any updates or revisions to these forward-looking statements to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based, except as required by applicable law or regulation. Accordingly, undue reliance should not be placed on any forward-looking statements, which speak only as of the date on which they were made.

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Tarsus.

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

THE INFORMATION CONTAINED IN THIS MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

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