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RhythmOne: Taptica Offer Microsite

ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS 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 THE INFORMATION ON THIS AREA OF THE WEBSITE. 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 ANY RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WHICH WOULD OR MAY RESULT IN A REQUIREMENT OF RHYTHMONE TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH RHYTHMONE REGARDS AS UNDULY ONEROUS.

Offer for RhythmOne plc by Taptica International (the Offer)

You are attempting to enter the part of the website that is specifically designated only for the publication of certain documents and information in connection with the Offer to be made by means of a Scheme of Arrangement under the Companies Act 2006.

This part of the website contains electronic versions of materials relating to the Offer. The materials you are seeking to access are made available by RhythmOne in good faith and for information purposes only and are subject to the terms and conditions set out below.  Any person seeking to access this part of the website represents and warrants to RhythmOne that they are doing so for information purposes only.

To allow you to view information about the Offer, you must read this notice and then click "I accept the terms and conditions." If you are unable to accept, you will not be able to view information about the Offer.

Nothing on this part of the website, nor anything which can be downloaded from it, constitutes an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities (or solicitation of any votes attaching to securities which are the subject of the Offer) in any jurisdiction in which such offer or solicitation is unlawful.

The full terms and conditions of the Offer will be set out in the formal Scheme Document.  In deciding whether or not to vote in favour of the Offer, shareholders of RhythmOne plc should rely only on the information contained in and procedures described in the formal Scheme Document.

Access to the website

If you would like to view this part of the website, please read this notice carefully.  This notice applies to all persons who view this part of the website and, depending on where you are located, may affect your rights or responsibilities.  RhythmOne reserves the right to amend or update this notice at any time and you should read it in full each time you visit the site.  In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of RhythmOne.

Overseas jurisdictions

Viewing the materials you are seeking to access may be restricted under securities laws in certain jurisdictions.  All persons resident outside of the United Kingdom who wish to view this part of the website 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 applicable legal or regulatory requirements applicable in their jurisdiction.  If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.

These materials are not directed at or accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS PART OF THE WEBSITE TO ANY PERSON.  IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.

This part of the website contains information that has been prepared for the purposes of complying with English law and the UK Takeover Code (the Code) and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside England.

Notice to US investors

In accordance with normal UK practice, Taptica or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, RhythmOne plc shares outside of the United States, other than pursuant to the Offer, until the date on which the Offer 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 a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Cautionary Note Regarding Forward-Looking Statements

The materials on this part of the website, including information included or incorporated by reference, may contain certain forward-looking statements with respect to the financial condition, results of operations and business of, RhythmOne plc and/or Taptica.  These statements are based on the current expectation of the management of RhythmOne and are naturally subject to uncertainty and changes in circumstances.  These forward-looking statements may be identified by words such as “will”, “may”, “should”, “could”, “would”, “can”, “believes”, “intends”, “expects”, “indicates”, “anticipates” or similar words or terms or by discussions of, inter alia, strategies, goals or plans.  Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of  RhythmOne plc’s or Taptica’s operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on  RhythmOne plc’s or Taptica’s business.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future.  There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements.  Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Due to such uncertainties, RhythmOne cannot give any assurance that any forward-looking statement will prove to be correct in the future.  RhythmOne does not undertake any obligation to update or publicly revise forward-looking statements (whether as a result of new information, future events or otherwise), except to the extent required by applicable law or regulation.   You are therefore cautioned not to place undue reliance on these forward-looking statements.

Responsibility

In relation to any Offer-related materials accessible on this area of the website please note any statement of responsibility contained therein.

The documents included in this part of the website issued or published by RhythmOne speak only at the specified date of the relevant document and RhythmOne has, and accepts, no responsibility or duty to update or revise such documents.

In relation to any such announcements or other Offer-related materials issued or published by Taptica, or which relate to Taptica and its group, that are accessible on this website, the only responsibility accepted by RhythmOne and its directors is for the correctness and fairness of its reproduction.

Neither the directors of RhythmOne, nor RhythmOne nor any of its affiliated companies, 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 which may be linked to or from this part of the website.

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.

Confirmation of understanding and acceptance of disclaimer

  • I have read and understood the notice set out above and I agree to be bound by its terms.
  • I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal.
  • I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this part of the website to any other person at any time.
  • I represent and warrant to RhythmOne that I intend to access this part of the website for information purposes only.

If you are not able to give these confirmations, do not accept the terms and conditions as per the below.

I accept the terms and conditions.