Recommended final cash acquisition of Gresham House plc by Seed Bidco Limited

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NO OFFER CAN BE VALIDLY ACCEPTED (OR, IF SUCH OFFER IS TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT, VOTED IN FAVOUR OF) BY GRESHAM HOUSE OR ITS SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THIS WEBSITE.

Basis of access

The information contained on this Microsite is in respect of the proposed acquisition (the “Acquisition”) by a new company incorporated by Bidco Limited, which is a company controlled by funds advised by Searchlight Capital Partners, L.P. and its affiliates (“Bidco”), to acquire the entire issued and to be issued share capital of Gresham House. In particular, the information contained in this Microsite does not constitute an offer to sell, or otherwise dispose of, or an invitation or solicitation of any offer to purchase or subscribe for, any securities, or the solicitation of any vote or approval, pursuant to the Acquisition or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The full terms and conditions of the Acquisition will be set out in a scheme circular, in the event that the Acquisition is to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (a “Scheme”) (the “Scheme Document”), or an offer document, in the event that the Acquisition is to be effected by way of a contractual offer (the “Offer Document”). In deciding whether or not to vote, or procure the vote, in favour of any Scheme (or, if the Acquisition is to be effected by way of a contractual offer, to accept, or procure the acceptance of, such contractual offer), shareholders of Sureserve should rely only on the information contained, and procedures described, in that Scheme Document (or, if applicable, Offer Document) (in each case, if published).

Responsibility

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Forward-looking statements

This Microsite may contain statements that are deemed to be “forward-looking statements”. Such statements are prospective in nature. All statements other than historical statements of fact may be forward-looking statements. Statements containing the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects” or “considers” or other similar words may be forward-looking statements.

Forward-looking statements inherently contain risks and uncertainties as they relate to events or circumstances in the future. Users of this Microsite should not place undue reliance on forward-looking statements.

Important factors such as business or economic cycles, competition in Gresham House’s sector or principal markets, or acquisitions or disposals of businesses or assets in Gresham House’s principal asset classes may cause Gresham House’s projected financial results, performance or achievements to differ materially from any forward-looking statements.

Forward-looking statements only speak as at the date of the respective documents. Gresham House expressly disclaims any obligation or undertaking to update or revise any forward-looking statements except to the extent required by law and neither Gresham House nor its directors, employees, officers or professional advisers make any assurance, representation or guarantee that any event referred to in a forward-looking statement will actually occur.

No profit forecast

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Governing law

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

Confirmation of understanding and acceptance of disclaimer

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