Recommended Cash Offer for the entire issued and to be issued share capital of Exova Group plc (the "Offeree") by Greenrock Bidco Limited (the "Offeror"), a wholly owned indirect subsidiary of Element Materials Technology Group Limited ("Element"), to be implemented by way of a scheme of arrangement (the "Offer")

ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. INFORMATION RELATING TO THE OFFER IS BEING MADE AVAILABLE ON THIS PART OF THE OFFEROR'S WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS.

1. ACCESS TO THE OFFER

Please read this notice carefully – it applies to all persons who view this part of the Offeror's website and, depending upon who you are and where you live, it may affect your rights. This part of the website contains information relating to the Offer. Please note that, as 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 Offeror's website.

For regulatory reasons, the Offeror must ensure that persons seeking to access this part of the Offeror's website are made aware of the appropriate regulations for the country which such person is in. To allow you to view details relating to the Offer on this part of the Offeror's website, you have to read the following then click "I agree". If you are unable to agree, you should click "I disagree" and you will not be able to view any such details.

2. OVERSEAS JURISDICTIONS 

Viewing the information contained in this part of the Offeror's website may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person are allowed to view this information.  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.

3. BASIS OF ACCESS TO INFORMATION RELATING TO THE OFFER

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.

The information relating to the Offer that can be accessed via this part of the Offeror's website is being made available in good faith and for information purposes only. Any person seeking access to this part of the website represents and warrants to Offeror that they are doing so for information purposes only. Making further information relating to the Offer available in electronic format 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 Offeree's shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. Any shareholder action required in connection with the Offer will only be set out in documents sent to or made available to the Offeree's shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

HSBC Bank plc ("HSBC"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority (the "FCA") and the Prudential Regulation Authority in the United Kingdom, is acting for Bridgepoint Advisers Limited ("Bridgepoint"), Element and the Offeror and no one else in connection with the Offer and will not be responsible to anyone other than Bridgepoint, Element and the Offeror for providing the protections afforded to clients of HSBC, or for giving advice in connection with the Offer or any matter referred to herein.

Merrill Lynch International ("BofA Merrill Lynch"), which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting for Bridgepoint, Element and the Offeror and no one else in connection with the Offer and will not be responsible to anyone other than Bridgepoint, Element and the Offeror for providing the protections afforded to clients of BofA Merrill Lynch, or for giving advice in connection with the Offer or any matter referred to herein.

Goldman Sachs International ("GS"), which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting for the Offeree and no one else in connection with the Offer and will not be responsible to anyone other than the Offeree for providing the protections afforded to clients of GS or for providing advice in connection with the Offer or in relation to matters described in this announcement or any transaction or arrangement referred to herein.

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting for the Offeree and no one else in connection with the Offer and will not be responsible to anyone other than the Offeree for providing the protections afforded to clients of Investec or for providing advice in connection with the Offer or in relation to matters described in this announcement or any transaction or arrangement referred to herein.

4. FORWARD-LOOKING STATEMENTS 

Some of the information contained in this part of the website may include statements that are or may be deemed to be "forward-looking statements". These statements are prospective in nature and are not based on historical facts, but rather on the current expectations of the management of the Offeror and the Offeree about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements. The forward-looking statements contained in this part of the Offeree's website include statements about the expected effects of the Offer on the Offeree and/or the Offeror, the expected timing and scope of the Offer, synergies, other strategic options and all other statements in this part of the Offeree's website other than historical facts. Forward-looking statements may (but will not always) include, without limitation, statements typically containing words such as "plans", "aims", "intends", "expects", "anticipates", "believes", "estimates", "will", "may", "budget", "forecasts" and "should" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of the Offeror or the Offeree. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Investors should not place undue reliance on any forward-looking statements and neither the Offeror nor the Offeree, nor any of their respective advisers, associates, directors or officers undertakes any obligation to update publicly, expressly disclaim or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required or provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward-looking statement contained in this part of the Offeror's website will actually occur.

5. RESPONSIBILITY 

The directors of the Offeror accept responsibility for the information contained on this part of the website, other than that relating to the Offeree or other members of the Offeree's group. To the best of the knowledge and belief of the directors of the Offeror (who have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.

Subject to any continuing obligations under applicable law, the City Code on Takeovers and Mergers or any relevant listing rules, the Offeror expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offer on this part of the Offeror's website, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

THE INFORMATION RELATING TO THE OFFER THAT IS CONTAINED IN THIS PART OF THE OFFEROR'S WEBSITE MAY NOT BE DOWNLOADED BY 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. 

6. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER 

I have read and understood the disclaimer 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 Offeror's website.