Possible offer for Crimson Tide plc by Checkit plc Declaration

Last updated 05 June 2024.

Possible offer (the "Possible Offer") for Crimson Tide plc ("Crimson") by Checkit plc ("Checkit")

THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY CRIMSON RELATING TO A POSSIBLE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”).

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. IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION ON THIS WEBSITE, OR VIEWING THE POSSIBLE OFFER WOULD RESULT IN A BREACH OF THOSE TERMS AND CONDITIONS, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE POSSIBLE OFFER, PLEASE EXIT THIS WEB PAGE.

Access to Information Relating to the Possible Offer

Please read this notice carefully - it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time, and should be read carefully each time you visit this part of the website.

For regulatory reasons, we have to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view the information relating to the Possible Offer, you have to read the following notices and then click "AGREE" at the bottom of this page. If you are unable to agree, you should click "DECLINE" and you will not be able to view the information about the Possible Offer.

Basis of Access to Information Relating to the Possible Offer

The information relating to the Possible Offer that can be accessed via this part of the website is being made available in good faith and for information purposes only and is subject to these terms and conditions. Any person seeking access to this part of the website represents and warrants to Crimson that they are doing so legally and for information purposes only. Making information relating to the Possible Offer available in electronic format on this part of the website 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 Possible Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.

Crimson shareholders and Checkit shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. If you are a Crimson shareholder or a Checkit shareholder you should take no action based on the information available on this part of the website. Any action required by Crimson shareholders in connection with the Possible Offer will only be set out in documents sent to or made available to Crimson shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents. In addition, any action required by Checkit shareholders in connection with the Possible Offer will only be set out in documents sent to or made available to Checkit shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

The information contained in this part of the Crimson website 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 Crimson or Checkit.

Overseas persons

Viewing or distribution of the information contained in this part of the Crimson website may not be lawful in certain jurisdictions (“Restricted Jurisdictions”) and may be restricted by law and therefore persons viewing this part of the website, and into whose possession any information in this part of the website comes, should inform themselves about, and observe, any applicable restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

By clicking on the “AGREE” box below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Crimson is lawfully entitled to make the content of any information available to you under applicable securities laws.

If you are not permitted to view the information contained in this part of the Crimson website, 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 part of the Crimson webpage by clicking on the "DECLINE" box below and seek independent advice.

Forward-looking statements

The information and documents in this section of the website may contain forward-looking statements regarding Crimson’s and/or Checkit’s financial position, business strategy, plans and objectives of management for future operations. All statements other than statements of historical facts included in any document may be forward-looking statements. Forward-looking statements also often use words such as “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects”, “should” and words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, and readers are cautioned not to place undue reliance on such statements. The important factors that could cause Crimson and/or Checkit’s actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others: risk involving Crimson’s or Checkit’s ability to realise expected benefits associated with the Possible Offer; the performance of competitors; the impact of legal or other proceedings; and general market and/or economic conditions.

These forward-looking statements speak only as of the date of the relevant document(s). Neither Crimson nor Checkit nor any of their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them assumes any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).

Unless expressly stated otherwise, no statement contained or referred to in this section of the Crimson website is intended to be a profit forecast.

Responsibility

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

Documents included in this part of the Crimson website speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law Crimson expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Possible Offer on this part of the website, any updates or revisions to any statements relating to the Possible Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

None of the directors of Crimson or its affiliated companies have reviewed, and none of them shall have any responsibility 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.

If you are in any doubt about this part of the website, or what action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (“FSMA”) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

THE INFORMATION RELATING TO THE POSSIBLE OFFER THAT IS CONTAINED IN THIS PART OF THE WEBSITE MAY NOT BE DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH 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 OR WOULD RESULT IN A REQUIREMENT TO OBTAIN OR COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH CRIMSON REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS PART OF THE WEBSITE REPRESENTS AND WARRANTS TO CRIMSON THAT THEY ARE DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY.

Governing Law

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

Confirmation of understanding and acceptance of disclaimer

I have read and understood the disclaimer and terms and conditions set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to this part of the site.