November 17, 2016 (Pittsburgh)
RECOMMENDED OFFER FOR AVESCO GROUP PLC ("AVESCO") BY NEP GROUP, INC. ("NEP") WHICH IS INTENDED TO BE IMPLEMENTED BY WAY OF SCHEME OF ARRANGEMENT IN ACCORDANCE WITH PART 26 OF THE COMPANIES ACT 2006 (THE "ACQUISITION")
IMPORTANT NOTICE - PLEASE READ THIS DISCLAIMER CAREFULLY
You are accessing an area of the website (the "Micro-Site") designated for the publication of announcements, documents and information (together, the "Information") in connection with the Acquisition. Please note that the Information has been made available by NEP in good faith and for information purposes only and it availability is subject to the terms below.
This disclaimer applies to all persons who view the Micro-Site and, depending on where you are located, your rights and responsibilities may be affected. Please read this disclaimer each time you enter the Micro-Site as it may be altered or updated as the Acquisition progresses.
To access the documentation in this Micro-Site you must read this disclaimer. Only access the links to the Information below if you agree that you fulfil the necessary criteria. If you are unable to agree, you must not access any of the links to the Information on this Micro-Site.
Full terms and conditions of the proposed Acquisition, including details of how shareholders of Avesco may vote in favour of the scheme of arrangement, will be contained in the scheme document when issued. In considering the Acquisition, Avesco’s shareholders (or their proxies, nominees, representatives or agents) should only rely on the information contained, and procedures described, in the formal scheme documentation.
Access to the Micro-Site may be restricted under securities laws in certain jurisdictions. Any person resident outside of the United Kingdom wishing to access the Micro-Site must first satisfy themselves that they are not prohibited or restricted from doing so.
The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the laws or regulations of that jurisdiction (a "Restricted Jurisdiction"), and the availability of the Information (and any related offer) to shareholders of Avesco who are not resident in the United Kingdom may be affected by the laws or regulations 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 the Micro-site, 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.
It is your responsibility to comply with the relevant laws of your jurisdiction. If you have any doubt please exit this page.
Forward Looking Statements
No statement in the materials on the Micro-Site shall be deemed to be a forecast projection or estimate of the future financial performance of Avesco or NEP, unless otherwise stated. Documents accessible on the Micro-Site may contain forward looking statements relating to the Acquisition such as "anticipate", "believe", "can", "continue", "could", "estimate", "expect", "opportunity", "will" and "would". The nature of these statements means that they are based on assumptions and assessments and involve risks and uncertainties. Actual results may differ materially from those expressed or implied in forward looking statements because certain factors, risks and uncertainties may be beyond the knowledge and/or control of NEP or Avesco, such as market conditions and the performance of competitors. NEP disclaims any obligation in respect of forward looking statements, and only intends to update these forward looking statements if required by applicable law.
Unless expressly stated otherwise, no statement in this Micro-Site is intended to constitute a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Avesco or NEP as appropriate.
Basis of Access
The publication of Information on the Micro-Site is not intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of, or an invitation or the solicitation of an offer to purchase or otherwise acquire, any securities or the solicitation of a vote or approval pursuant to the Information or otherwise.
Access to the electronic version of any documents relating to the Acquisition is being made available by NEP in good faith and for information purposes only. Any person seeking access to this Micro-site represents and warrants to NEP that he or she is doing so for information purposes only. Making information relating to the Acquisition available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy shares in Avesco. Further, it does not constitute a recommendation by NEP or Avesco or any other party to sell or buy shares in Avesco.
INFORMATION RELATING TO THE ACQUISITION 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.
In relation to any materials contained on the Micro-Site, the only responsibility accepted by the directors of NEP is for the correctness and fairness of their reproduction or presentation unless the responsibility statement in any relevant document expressly provides otherwise.
The directors of NEP do not accept any responsibility or duty to update any materials on the Micro-Site, unless obliged as a matter of law. The materials included on the Micro-Site speak only at the specific date of the relevant document, announcement or information.
Neither NEP nor any of NEP's affiliated companies have reviewed, and no such person is or shall be responsible for or accept any liability in respect of, any Information contained on any other website which may be linked to this Micro-site by a third party.
If you are in any doubt about the contents of the Micro-Site 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 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
Confirmation of Understanding and Acceptance of the Disclaimer
To access any of the Information on the Micro-Site, click any of the links to the Information below and, in doing so, you acknowledge the following:
(a) I have read and understood the disclaimer as set out above and agree to be bound by the terms.
(b) I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the Information does not constitute a violation of the relevant laws or regulations of such jurisdiction and I am not acting on behalf of someone who is resident or located in a Restricted Jurisdiction.
(c) I will not copy, forward, transfer or distribute the Information to any person who is resident or located in a Restricted Jurisdiction.
If you are unable to provide confirmation of these points, please exit this webpage and do not access any of the Information.
Amendment to the NEP Credit Agreement
Avesco Directors’ Irrevocable Undertakings
Avesco shareholders' irrevocable undertakings
Confidentiality agreement between NEP and Avesco
NEP - Fee Letter (euro incremental)(EXECUTED)
NEP - Side Letter (EXECUTED)
2.7 Announcement PDF
Form 8 Opening Position Disclosure
Announcement - Posting of Scheme Circular
Fee Letter (euro incremental, unredacted)
Foreign Exchange Hedging Agreement
S&P NEP Final Press Release
NEP Press Release Nov 30 for Issuer Review
NEP Group Credit Ratings Update
Credit Opinion on Moody's Website
Moody's Update December 15
NEP provides the technology and know-how to enable clients to produce the world’s most prestigious live and broadcast events around the globe. The company is the leading worldwide provider of outsourced production solutions offering technical services for remote production, studio production, video display, host broadcasting, post production, premium playout, smart asset / media management, and multi-screen delivery. NEP’s more than 3,000 employees are driven by passion and a focus on technical innovation, and together they have supported productions in over 85 countries on all seven continents. NEP is headquartered in the United States and has offices in 21 countries.