DISCLAIMER – IMPORTANT

Recommended Offer (the “Recommended Offer”) by Brillian UK Limited (“Brillian”) for the entire issued and to be issued share capital of Trakm8 Holdings Plc (“Trakm8”)

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NOTE: ELECTRONIC VERSIONS OF THE DOCUMENTS RELATING TO THE RECOMMENDED OFFER ARE BEING MADE AVAILABLE ON THIS WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND SUBJECT TO THE TERMS AND CONDITIONS BELOW. THE RECOMMENDED OFFER WILL NOT BE ABLE TO BE VALIDLY ACCEPTED BY HOLDERS OF TRAKM8 SHARES OR ANY OTHER PERSONS THROUGH MEANS OF DOWNLOADING A COPY OF ANY DOCUMENT RELATING TO THE RECOMMENDED OFFER FROM THIS WEBSITE.

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Access to the Recommended 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 site contains information on the Recommended Offer. Please note that as the Recommended Offer progresses, the disclaimer set out below may be altered or updated. You should read it in full each time you visit this part of the website. In addition, the contents of this part of the site, and its accessibility by certain persons, may be amended at any time in whole or in part at the sole discretion of Brillian.

For regulatory reasons, we have to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view the documents on this website relating to the Recommended Offer, you have to read the following then click on “I agree”. If you are unable to agree you should click on “I disagree” and you will not be able to view the terms of the Recommended Offer.

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Overseas Persons

Viewing this information may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person are allowed to view this information.

Any person seeking access to this website certifies that they are not located in the United States, Canada, Australia, Japan or New Zealand or any other jurisdiction where the release, publication or distribution of these materials would be unlawful. Any person seeking access to this website confirms that they have read and understood this disclaimer and agrees to be bound by its terms.

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The information contained on this website does not constitute an offer of securities for sale in the United States. No securities have been, or will be, registered under the US Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction in the United States. No securities may be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within, into or in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

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The Recommended Offer will not be made, directly or indirectly, in or into any jurisdiction where to do so would violate the laws in that jurisdiction (a “Restricted Jurisdiction”). Accordingly, the documents relating to the Recommended Offer on this website must not be viewed if you are in, or a resident of, any Restricted Jurisdiction. Copies of any offer document, the form of acceptance and other documents relating to the Recommended Offer, will not be, and must not be, directly or indirectly, in whole or in part, mailed or otherwise forwarded (including, without limitation, by telex, facsimile transmission, telephone, internet or other forms of electronic communication), distributed or sent in, into or from any Restricted Jurisdiction.

If you are not permitted to view the documents relating to the Recommended Offer on this website, or viewing the documents relating to the Recommended Offer would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the documents relating to the Recommended Offer, please exit this web page by clicking on the “I disagree” box below.

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The availability of the Recommended Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Forward looking statements

The documents relating to the Recommended Offer may contain statements about Brillian and Trakm8 that are or may be forward looking statements. All statements other than statements of historical facts included in the documents relating to the Recommended Offer may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects” or, words or terms of similar substance or the negative thereof, are forward looking statements.

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Forward looking statements include statements relating to the following:

1. statements relating to the expected benefits of the acquisition to Brillian and/or Trakm8;

2. the background to, and reasons for, the Recommended Offer;

3. expectations of the impact of the acquisition on revenue and earnings of Brillian and/or Trakm8;

4. future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and

5. business and management strategies and the expansion and growth of Brillian’s and/or Trakm8’s operations and potential synergies resulting from the Recommended Offer.

 

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including risks relating to the successful combination of Trakm8 with Brillian; higher than anticipated costs relating to the combination of Trakm8 with Brillian or investment required in Trakm8 to realise expected benefits and facts relating to Trakm8 that may impact the timing or amount of benefit realised from the acquisition that are unknown to Brillian. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Brillian disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

Unless expressly stated otherwise, no statement contained or referred to in this part of the website is intended to be a profit forecast.

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Basis of access to documents relating to the Recommended Offer

Access to the electronic version of any documents relating to the Recommended Offer is being made available on its website by Brillian in good faith and for information purposes only. Any person seeking access to the Brillian website represents and warrants to Brillian that they are doing so for information purposes only. Making details of the Recommended Offer available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy shares in either Brillian or Trakm8. Further, it does not constitute a recommendation by Brillian or any other party to sell or buy shares in Brillian or Trakm8. Trakm8 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 Recommended Offer will only be set out in documents sent to or made available to Trakm8’s shareholders by Brillian and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

Nothing in the electronic version of any documents relating to the Recommended Offer should be construed as legal, business, financial or tax advice.

 

Responsibility

The directors of Brillian accept responsibility for the information that they are responsible for relating to the Recommended Offer contained on this part of the website other than:

1. information relating to the wider Trakm8 Group, the directors of Trakm8, their immediate families, related trusts and connected persons; and

2. the recommendations and any expressions of opinions of the directors of Trakm8 relating to the Recommended Offer.

 

To the best of the knowledge and belief of the directors of Brillian (who have taken all reasonable care to ensure that such is the case), the information contained on this part of the website for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

Herax Partners LLP (“Herax”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Brillian and no one else in connection with the Recommended Offer and will not be responsible to anyone other than Brillian for providing the protections afforded to clients of Herax or for providing advice in relation to the contents of the documents relating to the Recommended Offer, in connection with the Recommended Offer or any other matter referred to on this webpage or in the documents relating to the Recommended Offer.

Subject to any continuing obligations under applicable law or any relevant rules or regulations, Brillian expressly disclaims any obligation to disseminate, after the date of the posting of the documents relating to the Recommended Offer on this webpage, any updates or revisions to any statements in the documents relating to the Recommended Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

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THE DOCUMENTS RELATING TO THE RECOMMENDED OFFER ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY RESTRICTED JURISDICTION. THE DOCUMENTS RELATING TO THE RECOMMENDED OFFER MAY NOT BE DOWNLOADED BY ANY PERSON LOCATED IN ANY RESTRICTED JURISDICTION, EITHER IN WHOLE OR IN PART. MOREOVER, THE DOCUMENTS RELATING TO THE RECOMMENDED OFFER 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.

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Confirmation of understanding and acceptance of this disclaimer notice

To visit the following pages of this website, you must confirm that you have understood the above disclaimer and agree to comply with the restrictions.

By selecting “Accept” below, you:

1. confirm you have read and understood the disclaimer set out above, understand that it may affect your rights and agree to be bound by its terms;

2. warrant and represent that you are not a resident of, or otherwise located in Australia, Canada, Japan, New Zealand, the United States or any other jurisdiction where accessing the information would constitute a violation of the relevant laws or regulations of that jurisdiction;

3. confirm that you are not a person to whom the communication of the information contained on the website is restricted and are not acting for the benefit of any such person.