THIS PART OF THE AQA EDUCATION (“AQA”) WEBSITE RELATES TO THE RECOMMENDED CASH OFFER (“OFFER”) BY AQA FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF DRS DATA & RESEARCH SERVICES PLC.
YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT AQA HAS DESIGNATED FOR THE PUBLICATION OF DOCUMENTS AND INFORMATION IN CONNECTION WITH THE OFFER. PLEASE READ THE FOLLOWING DISCLAIMER AND SIGNIFY YOUR APPROVAL OR DISAPPROVAL BY CLICKING ON THE APPROPRIATE BUTTON AT THE BOTTOM OF THE PAGE. INFORMATION RELATING TO THE OFFER IS BEING MADE AVAILABLE ON THIS PART OF THE WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
1. ACCESS TO INFORMATION RELATING TO THE 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 or responsibilities. This part of the website contains information relating to the Offer. Please note that, if the Offer progresses, the information contained on this part of the website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the website.
For regulatory reasons, AQA must ensure that persons seeking to access this part of the website are made aware of the appropriate regulations for the country which they are in. In order to view information relating to the Offer on this part of the website, you must read the following and then press "I agree" to confirm that you have read and understood this disclaimer. If you are unable to confirm that you have read and understood this disclaimer, you should press "I disagree" and you will not be able to view any such information.
2. OVERSEAS PERSONS
Viewing the information contained in this part of the website may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom who wish to view this information 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 legal or regulatory requirements applicable in their jurisdiction.
If you are not permitted to view the information contained in this part of the 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 webpage by clicking on the "I disagree" box below.
The information contained in this part of the website is not directed at persons located or resident in any jurisdiction where to do so may lead to a breach of any applicable legal or regulatory requirement in such jurisdiction (each a “Restricted Jurisdiction”). If you are located or resident in any Restricted Jurisdiction, please exit this webpage by clicking on the "I disagree" box below.
The information contained in this part of the website does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Securities may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as amended (the “US Securities Act”) or (ii) an available exemption from registration under the US Securities Act.
3. BASIS OF ACCESS TO INFORMATION RELATING TO THE OFFER
The information relating to the 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 AQA that they are doing so legally and for information purposes only. Making information relating to the 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 Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.
The information contained in this part of the 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, or on behalf of, AQA.
4. FORWARD-LOOKING STATEMENTS
Certain of the documents contained in this part of the website may contain forward-looking statements with respect to the financial condition, results of operations and business of AQA and certain plans and objectives of AQA’s board of directors. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as ‘anticipate’, ‘target’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’, ‘hope’, ‘aims’, ‘continue’, ‘will’, ‘may’, ‘should’, ‘would’, ‘could’ or other words of similar meaning. These statements are based on assumptions and assessments made by AQA’s board of directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in the documents contained in this part of the website could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.
Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading the documents contained in this part of the website are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document. AQA does not assume any obligation to update or correct the information contained in the documents in this part of the website (whether as a result of new information, future events or otherwise), except as required by applicable law.
In relation to any document, announcement or information contained in this part of the website, the only responsibility accepted by the directors of AQA 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 website speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law or regulation, AQA expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offer on this part of the website, any updates or revisions to any such information to reflect any change in expectations or events, conditions or circumstances on which any such information is based.
None of the directors of AQA 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 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.
KPMG LLP, which is authorised and regulated by the Financial Conduct Authority for investment business activities, is acting exclusively as financial adviser to AQA and no
one else in connection with the Offer. KPMG LLP will not be responsible to anyone other than AQA for providing the protections afforded to its clients or for providing advice in relation to the Offer.
THE INFORMATION RELATING TO THE 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 COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH AQA REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS PART OF THE WEBSITE REPRESENTS AND WARRANTS TO AQA THAT THEY ARE DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY.
6. GOVERNING LAW
This notice shall be governed by, and interpreted in accordance with, English law.
7. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER
I have read and understood the disclaimer set out above. I represent and warrant to AQA that I intend to access this part 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 its terms. I confirm that I am permitted to proceed to this part of the website and that I am not (nor do I act on behalf of someone who is) located or resident in any Restricted Jurisdiction or any country that renders the accessing of this part of the website or parts thereof illegal.
I agree that I will not forward, transmit, transfer, distribute (by any means including by electronic transmission) any documents included in this part 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.