Proposed Subscription, Open Offer and approval of a waiver under Rule 9 of the City Code on Takeovers and Mergers

This micro-site on the Defenx plc investors’ website contains information in relation to the proposed subscription and open offer announced by Defenx plc on 6 April 2018.
By accessing this page, you have confirmed that you are not restricted from doing so pursuant to the laws of the relevant jurisdiction applicable to you, and you agree that the documents and information accessible from this micro-site are for information purposes only.

In accordance with Rule 26.3 of the Takeover Code, copies of the following documents may be accessed by clicking the links below:

(i) Circular to shareholders

(ii) Articles of Association of the Company

Articles of Association of BV Tech (in Italian)

(iii) Irrevocable undertakings
Note: BV-Tech SpA’s undertaking is contained in the Subscription Letter under (vii) below

(iv) Consolidated accounts for the Company for the financial years ended 31 December 2015

Consolidated accounts for BV Tech for the financial years ended 31 December 2015 (English translation)

(v) Consolidated accounts for the Company for the financial years ended 31 December 2016

Consolidated accounts for BV Tech for the financial years ended 31 December 2016 (English translation)

(vi) Interim accounts of the Company for the six months ended 30 June 2017

(vii) Subscription Letter

(viii) Consent letter from Strand Hanson

CIRCULAR OF DEFENX PLC ISSUED IN CONNECTION WITH THE PROPOSED SUBSCRIPTION FOR NEW ORDINARY SHARES IN THE COMPANY AND OPEN OFFER FOR ORDINARY SHARES IN THE COMPANY AS DESCRIBED THEREIN, AND THE PROPOSED APPROVAL OF A WAIVER UNDER RULE 9 OF THE CITY CODE ON TAKEOVERS AND MERGERS (“PROPOSALS”), AND RELATED DOCUMENTS

Access to this section of the website may be restricted under securities laws or regulations 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 in this section of the website.

The information and materials set out in this section of the website are not directed at, and are not intended to be accessible by, persons resident or located in any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction or would result in a requirement to comply with consent or other formality which is regarded by Defenx plc as unduly onerous.

In particular, the information and materials contained in this section of the website are not intended to and do not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction in which such offer or solicitation is unlawful.

Access to the Information

You are attempting to enter the part of the Defenx plc website that is designated for the publication of documents and information in connection with the Proposals. If you would like to view this part of the website, please read this notice carefully. This notice applies to all persons who view this part of the website and, depending on where you are located, may affect your rights or responsibilities. Defenx plc reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this section of the website. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of Defenx plc.

This part of the website contains electronic versions of materials relating to the Proposals. The materials you are seeking to access are made available 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 confirms that they are doing so for information purposes only.

To allow you to view information about the Proposals, you must read this notice and then click “I ACCEPT”. If you are unable to agree, you should click “I DECLINE” and you will not be able to view information about the Proposals.

Any decision made in relation to the Proposals should be made solely and only on the basis of the information provided in the circular and accompanying documents. The materials set out in this part of the website speak only at the date of the relevant document reproduced on this website and Defenx plc does not have, and does not accept, any responsibility or duty to update any such document and reserves the right to add to, remove or amend any document reproduced on this website at any time.

Overseas Jurisdictions

Viewing the materials you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom who wish to view this part of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction. These materials are not directed at or intended to be accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.

If you are not permitted to view the materials on this section of the website, or viewing the materials would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the materials, please exit this web page. Any person resident or located outside the United Kingdom who wishes 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.

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.

This part of the website contains information that has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers 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. It may also contain information that has been prepared in accordance with the laws and regulations of other jurisdictions, 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 England and Wales.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this part of the website.

Cautionary Note Regarding Forward-Looking Statements

The information included in this part of the website contains forward-looking statements. These relate to Defenx plc’s and/or its group’s future prospects, developments and strategies, including in the context of the Proposals. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are identified by their use of (purely by way of example) terms and phrases such as “believe”, “could”, “envisage”, “intend”, “anticipate”, “seek”, “target”, “may”, “plan”, “will” or the negative of those, variations of or comparable expressions, including by references to assumptions. Forward-looking statements are based on current expectations and are subject to risks and uncertainties which could cause actual results to differ materially from those expressed or implied by those statements.

All forward-looking statements contained in the information included in this part of the website are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. Defenx plc does not undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in the information included in this part of the website.

Responsibility

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

In relation to any materials related to the Proposals issued or published by BV Tech S.p.A, or which relate to BV Tech S.p.A. that are accessible on this website, the only responsibility accepted by Defenx plc and its directors is for the correctness and fairness of such materials’ reproduction.

Neither the directors of Defenx plc, nor Defenx plc, nor any of their 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.

Other

If you are in any doubt about the contents of this part of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are located in the UK or, if you are located outside the UK, from an appropriately authorised independent financial adviser.

Confirmation of understanding and acceptance:

I have read and understood the notice set out above and I agree to be bound by its terms.
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I confirm that I intend to access this part of the website for information purposes only.

If you are not able to give these confirmations, you should click on I DECLINE below.