DISCLAIMER – IMPORTANT

ACCESS TO THESE MATERIALS IS NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OF THESE MATERIALS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION.

Offer for Berendsen plc ("Berendsen") by Elis SA ("Elis") (the "Offer")

You are attempting to enter the area of the website that is designated for the publication of documents and information in connection with the Offer.

Please read this notice carefully – it applies to all persons who view this webpage. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

This area of the website contains electronic versions of materials relating to the Offer made available in compliance with the City Code on Takeovers and Offers (the "Takeover Code"). The materials you are seeking to access are made available by the Company in good faith and for information purposes only and are subject to the terms and conditions set out below. Any person seeking to access this part of the website represents and warrants to Berendsen that they are doing so for information purposes only.

To allow you to view information on this part of this website, you must read this notice and then click "I AGREE". If you are unable to agree you must click "I DISAGREE".

Viewing the materials you are seeking to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. In particular, unless otherwise determined by Berendsen and Elis or required by the Takeover Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the scheme of arrangement proposed in connection with the Offer by any such use, means, instrumentality or from within any jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Any persons outside the United Kingdom who wish to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

The securities referred to in the materials relating to the Offer made available on this website have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"). Accordingly, such securities may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States without an exemption from registration under the Securities Act. None of the materials relating to the Offer made available on this website constitutes an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such jurisdiction. There will be no public offering of securities in the United States or any other jurisdiction.

Making the materials relating to the Offer available on this website 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 pursuant to the Offer. Further, it does not constitute a recommendation by Berendsen or any other party to sell or buy any securities.

If you are not permitted to view the materials made available this area of the website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

Basis of access

This area of the website contains information that has been prepared for the purposes of complying with English law and the City Code on Takeovers and Offers and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

Access to electronic versions of these materials is being made available on this website by Berendsen in good faith and for information purposes only. Any person seeking access to this website represents and warrants to Berendsen that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities in Berendsen. Further, it does not constitute a recommendation by Berendsen or any other party to sell or buy securities in Berendsen.

Responsibility

In relation to any materials related to the Offer that are accessible on this area of the website please note any statement of responsibility contained therein.

The documents included in this part of the website issued or published by Berendsen speak only at the specified date of the relevant document and Berendsen has, and accepts, no responsibility or duty to update or revise such documents.

In relation to any such announcements or other materials related to the Offer that have been issued or published by Elis, or which relate to Elis and its group, and which are accessible on this website, the only responsibility accepted by Berendsen and its directors is for the correctness and fairness of its reproduction.

Neither the directors of Berendsen, nor Berendsen nor any of their respective affiliated companies have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this part of the website.

Forward-looking statements

The materials on this part of the website, including information included or incorporated by reference, may contain certain forward-looking statements with respect to the financial condition, results of operations and business of, Berendsen and/or Elis. These statements are based on the current expectation of the management of Berendsen and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may be identified by words such as "expectation", "belief", "estimate", "plan", "target", or "forecast" and similar expressions or the negative thereof; or by forward-looking nature of discussions of strategy, plans or intentions; or by their context.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Due to such uncertainties, Berendsen cannot give any assurance that any forward-looking statement will prove to be correct in the future. Berendsen does not undertake any obligation to update or publicly revise forward-looking statements (whether as a result of new information, future events or otherwise), except to the extent required by applicable law or regulation. You are therefore cautioned not to place undue reliance on these forward-looking statements.

Confirmation of understanding and acceptance of disclaimer

By clicking on the "I Agree" button, I confirm that I am not located or resident in a jurisdiction where accessing these materials is unlawful, and that I intend to access this part of the website for information purposes only, and I agree that I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this area of the website to any other person at any time.

I have read and understood the disclaimer set out above. I understand that it may affect my rights or responsibilities and I agree to be bound by its terms. By clicking on the "I Agree" button, I confirm that I am permitted to proceed to electronic versions of these materials.

Announcements after Court Sanction Hearing

Notice of Future Admission of New Elis Shares

Notice that Scheme is effective

Announcement of cancellation of listing

Update for scheme shareholders regarding settlement of offer consideration

 

Court Sanction Hearing

Court sanctions the Scheme

 

Shareholder Meetings

Results of Berendsen Shareholder Meetings

Form of scheme of arrangement approved at Court Meeting

Results of Elis Shareholder Meeting

Elis Shareholder Meeting Presentation 

 

 

Scheme documentation

Scheme Document

Form of Proxy – Court Meeting

Form of Proxy – General Meeting

Mix and Match Form of Election

CSN Facility Opt Out Form

Draft Articles of Association of Berendsen plc to be amended by special resolution at the General Meeting

 

Elis Prospectus

Note d'Opération / French Listing Prospectus (English version)

Note d'Opération / French Listing Prospectus (French version)

Elis 2016 Registration Document (English version)

Elis 2016 Registration Document (French version)

Update to Elis 2016 Registration Document (English version)

Update to Elis 2016 Registration Document (French version)

 

Offer related arrangements

Confidentiality agreement between Berendsen plc and Elis SA

Agreement between Elis SA and Canada Pension Plan Investment Board

Waiver letters relating to Elis lock-up

Put and Call Option agreement

 

Employee optionholders and awardholders

Rule 15 Letter dated 7 August 2017 to participants in Berendsen Sharesave Plan 2006 and 2016

Rule 15 Letter dated 2 August 2017 to UK participants in Berendsen plc's Discretionary Share Plans

Rule 15 Letter dated 2 August 2017 to Non-UK participants in Berendsen plc's Discretionary Share Plans 

 

Irrevocable undertakings given by Directors of Berendsen plc

Andrew Wood

David Lowden

Iain Ferguson

James Drummond

Kevin Quinn

Lucy Dimes

Maarit Aarni-Sirviö

 

Irrevocable undertakings given by Directors of Elis SA

Louis Guyot

Xavier Martiré

 

Undertakings given by shareholders in Elis SA

Eurazeo SE

Predica Prévoyance Dialogue du Crédit Agricole

 

Written consents in relation to the scheme document

Credit Suisse International

J.P. Morgan Limited

Lazard & Co., Limited

Zaoui & Co Ltd

 

Financing documents

Bridge loan facility agreement between Elis SA and BNP Paribas and Crédit Agricole Corporate and Investment Bank

Syndication and fee letter relating to the Bridge loan facility agreement

 

Other documents

Berendsen plc articles of association

By-laws of Elis SA

Report from Deloitte in respect of the Elis Quantified Benefits Statement

Deloitte Rule 27.2(d)(ii) confirmation letter

Report from Lazard in respect of Elis Quantified Financial Benefits Statement

Report from Zaoui in respect of Elis Quantified Financial Benefits Statement

Deutsche Bank – Dealings in Elis

Deutsche Bank – Dealings in Berendsen

Crédit Agricole – Dealings in Elis

Crédit Agricole – Dealings in Berendsen

Elis share repurchases

 

Rule 2.7 Announcement – 12 June 2017

Rule 2.7 Annoucement

Credit Suisse International

J.P. Morgan Limited

 

Rule 2.4 Announcements

Rule 2.4 Announcement - Agreement in Principle on a Recommended Possible Offer for Berendsen - 7 June

 

Rule 2.9 Announcements

Rule 2.9 Announcement - 18 May

Rule 2.9 Announcement - 19 May

Rule 2.9 Announcement - 2 June

Rule 2.9 Announcement - 16 June

Rule 2.9 Announcement - 30 June

Rule 2.9 Announcement - 14 July

 

Form 8 (OPD) Announcements

Form 8 (OPD) Berendsen plc - 26 May

Form 8 (OPD) Elis SA - 26 May

Form 8 (OPD) Berendsen plc - 9 June

 

Other Announcements

Elis announcement regarding proposed combination with Berendsen plc 18 May

Berendsen announcement regarding possible offer by Elis 18 May

Berendsen RNS Investor presentation regarding possible offer 18 May

Berendsen Investor Presentation 18 May

Berendsen RNS profit forecast announcement 24 May 2017

Berendsen Investor Presentation 2018 profit forecast and response to Elis' proposal 24 May 2017

Elis announcement regarding antitrust and regulatory approvals 26 July 2017

Berendsen announcement regarding publication and posting of the Scheme Document 28 July 2016.

 

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