Bell Bidco offer documents

Recommended cash offer (the "Offer") for Chime Communications plc ("Chime") by Bell Bidder Limited ("Bidco") (the "Transaction").

ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS 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. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE "INFORMATION") PUBLISHED BY BIDCO AND/OR CHIME RELATING TO THE 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.

THE OFFER CANNOT BE VALIDLY ACCEPTED BY THE CHIME SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF THE OFFER DOCUMENTS FROM THIS WEBSITE.

Access to the Information

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 in full carefully each time you visit this part of the website.

Overseas Persons

The information contained herein is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction (a "Restricted Jurisdiction"), and the availability of the Information (and any related offer) to shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable regulatory and legal requirements.

If you are not permitted to view the Information on this 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 web page.

Additional US information

The Offer relates to the shares of a UK company and will be subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in this section of the website may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer, since Chime is located in a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. US holders of shares in Chime may not be able to sue Chime or its respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel Chime and its affiliates to subject themselves to the jurisdiction or judgment of a US court.

Forward-looking statements

The information (including information incorporated by reference) and documents in this section of the website may contain forward-looking statements regarding Chime's and/or Bidco'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 "anticipate", "believe", "intend", "estimate", "expect" 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 Chime's and/or Bidco's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, the satisfaction of the conditions to the Offer, regulatory approvals that may require acceptance of conditions with potential adverse impacts and general economic conditions.

These forward-looking statements speak only as of the date of the respective documents. Chime expressly disclaims 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 website is intended to be a profit forecast.

Responsibility for information

Moelis & Company UK LLP ("Moelis"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Chime and no one else in connection with the Transaction, and will not be responsible to anyone other than Chime for providing the protections afforded to clients of Moelis nor for providing advice in connection with the Transaction.

HSBC bank Plc ("HSBC"), which is authorised by the PRA and regulated in the UK by the FCA and the PRA, is acting exclusively for Chime and no one else in connection with the Transaction, and will not be responsible to anyone other than Chime for providing the protections afforded to clients of HSBC nor for providing advice in connection with the Transaction.

THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Confirmation of understanding and acceptance of disclaimer

• 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) resident in any country that renders the accessing of this area of the website or parts thereof illegal.
• I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area 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.
• I represent and warrant to Chime that I intend to access this area 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 the terms of the notice set out above and I confirm that I am permitted to proceed to this part of the site.

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