Copies of this announcement and any formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of
acceptance of the Acquisition.
If the Acquisition is implemented by way of an Offer, the Offer may not (unless otherwise permitted by applicable
law and regulation) be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile,
e-mail
or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition will not be capable of acceptance by any such use, means, instrumentality
or facilities or from within any Restricted Jurisdiction.
Further details in relation to Nightstar Shareholders in overseas jurisdictions are
contained in the Scheme Document.
Notice to U.S. investors in Nightstar
The Acquisition relates to the shares of a U.K. company and is being made by means of a scheme of arrangement provided for under Part 26 of the Companies
Act 2006 and subject to the proxy solicitation rules under the U.S. Exchange Act. The Acquisition, implemented by way of a scheme of arrangement, is not subject to the tender offer rules under the U.S. Exchange Act. If, in the future, Bidder
exercises its right to implement the Acquisition by way of an Offer, subject to the terms of the Implementation Agreement, the Acquisition will be made in compliance with applicable U.S. laws and regulations.
It may be difficult for U.S. Nightstar Shareholders and Nightstar ADS Holders to enforce their rights and any claim arising out of the U.S. federal
securities laws, because Nightstar is located in a
non-U.S.
country, and some or all of its officers and directors are residents of a
non-U.S.
country. U.S. Nightstar
Shareholders and Nightstar ADS Holders may not be able to sue a
non-U.S.
company or its officers or directors in a
non-U.S.
court for violations of the U.S. securities
laws. Further, it may be difficult to compel a
non-U.S.
company and its affiliates to subject themselves to a U.S. courts judgment.
U.S. Nightstar Shareholders and Nightstar ADS Holders are urged to consult with legal, tax and financial advisers in connection with making a decision
regarding the Acquisition.
Warning Concerning Forward-Looking Statements
All statements included in this announcement, other than statements or characterisations of historical fact, are forward-looking statements within the
meaning of the federal securities laws, including Section 21E of the U.S. Exchange Act, and other securities laws. Whenever Nightstar uses words such