Hornby Plc Transaction

IMPORTANT DISCLAIMER

MANDATORY UNCONDITIONAL CASH OFFER BY PHOENIX UK FUND LTD TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF HORNBY PLC

THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE "INFORMATION") PUBLISHED BY PHOENIX UK FUND LTD ("PHOENIX UK FUND") IN RELATION TO THE MANDATORY UNCONDITIONAL CASH OFFER (THE "OFFER") TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF HORNBY PLC ("HORNBY") IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE").

DO NOT CLICK ON THE LINKS TO THE INFORMATION BELOW UNTIL YOU HAVE READ AND UNDERSTOOD THIS DISCLAIMER NOTICE IN FULL. I UNDERSTAND THAT IT MAY AFFECT MY RIGHTS.

THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. IN PARTICULAR, THE INFORMATION CONTAINED IN THIS WEBSITE DOES NOT CONSTITUTE, OR FORM ANY PART OF, AN OFFER OR AN INVITATION TO PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE OFFER OR OTHERWISE, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF SECURITIES OF HORNBY IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE LAWS OF RELEVANT JURISDICTIONS MAY AFFECT THE AVAILABILITY OF THE OFFER TO PERSONS NOT RESIDENT IN THE UNITED KINGDOM. PERSONS WHO ARE NOT RESIDENT IN THE UNITED KINGDOM, OR WHO ARE SUBJECT TO THE LAWS OF ANY JURISDICTION OTHER THAN THE UNITED KINGDOM, SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY APPLICABLE LEGAL AND REGULATORY REQUIREMENTS.

IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION ON THIS WEBSITE, OR VIEWING THE INFORMATION WOULD RESULT IN A BREACH OF THE TAKEOVER CODE OR APPLICABLE LAWS, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS SECTION OF THE WEBSITE.

ACCESS TO THE INFORMATION

PLEASE READ THIS DISCLAIMER 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. THIS DISCLAIMER NOTICE AND THE INFORMATION CONTAINED HEREIN MAY BE ALTERED OR UPDATED FROM TIME TO TIME, AND SHOULD BE READ CAREFULLY EACH TIME YOU VISIT THIS PART OF THE WEBSITE.

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 INFORMATION RELATING TO THE OFFER, YOU ARE REQUIRED TO READ THE FOLLOWING NOTICES.

HOLDERS OF HORNBY SHARES SHOULD SEEK ADVICE FROM AN INDEPENDENT FINANCIAL ADVISER AS TO THE SUITABILITY OF ANY ACTION FOR THE INDIVIDUAL CONCERNED IN CONNECTION WITH THE OFFER. ANY ACTION REQUIRED IN CONNECTION WITH THE OFFER WILL BE SET OUT IN THE DOCUMENTS SENT TO OR MADE AVAILABLE TO THE HOLDERS OF HORNBY SHARES AND ANY DECISION MADE BY SUCH PERSONS SHOULD BE MADE SOLELY AND ONLY ON THE BASIS OF INFORMATION PROVIDED IN THOSE DOCUMENTS.

OVERSEAS JURISDICTIONS

THE INFORMATION CONTAINED IN THIS SECTION OF THE WEBSITE IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAW OF THAT JURISDICTION (A "RESTRICTED JURISDICTION"), AND THE AVAILABILITY OF THE INFORMATION TO HORNBY SHAREHOLDERS WHO ARE NOT RESIDENT IN THE UNITED KINGDOM MAY BE AFFECTED BY THE LAWS OF RELEVANT JURISDICTIONS. PERSONS WHO ARE NOT RESIDENT IN THE UNITED KINGDOM, OR WHO ARE SUBJECT TO THE LAWS OF ANY JURISDICTION OTHER THAN THE UNITED KINGDOM, SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY APPLICABLE LEGAL AND REGULATORY REQUIREMENTS. UNLESS OTHERWISE DETERMINED BY PHOENIX UK FUND OR REQUIRED BY THE TAKEOVER CODE AND PERMITTED BY APPLICABLE LAW AND REGULATION, NO OFFER WILL BE MADE, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM A RESTRICTED JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS IN THAT JURISDICTION, AND ANY SUCH OFFER WILL NOT BE CAPABLE OF ACCEPTANCE FROM OR WITHIN A RESTRICTED JURISDICTION.

COPIES OF ANY DOCUMENTS RELATING TO THE OFFER ARE NOT BEING, AND MUST NOT BE, DIRECTLY OR INDIRECTLY, MAILED OR OTHERWISE FORWARDED, TRANSMITTED, DISTRIBUTED, SENT OR ACCESSED IN OR INTO OR FROM ANY RESTRICTED JURISDICTION. PERSONS RECEIVING SUCH DOCUMENTS (INCLUDING, WITHOUT LIMITATION, CUSTODIANS, NOMINEES AND TRUSTEES) SHOULD OBSERVE THESE RESTRICTIONS AND MUST NOT MAIL OR OTHERWISE FORWARD, TRANSMIT, DISTRIBUTE OR SEND THEM IN OR INTO OR FROM ANY RESTRICTED JURISDICTION.

IF YOU ARE NOT PERMITTED TO DOWNLOAD OR VIEW THE INFORMATION, OR IF DOWNLOADING OR VIEWING THE INFORMATION WOULD RESULT IN A BREACH OF THE ABOVE, OR IF YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO DOWNLOAD OR VIEW THE INFORMATION, PLEASE EXIT THIS WEBPAGE AND DO NOT CLICK ON THE LINKS TO THE INFORMATION BELOW.

US INVESTORS

THE OFFER IS BEING MADE FOR SECURITIES IN A COMPANY INCORPORATED IN ENGLAND & WALES WITH A LISTING ON THE ALTERNATIVE INVESTMENT MARKET AND HORNBY SHAREHOLDERS IN THE UNITED STATES SHOULD BE AWARE THAT THE OFFER, THE INFORMATION CONTAINED IN THIS SECTION OF THE WEBSITE AND IN ANY OTHER DOCUMENTS RELATING TO THE OFFER HAVE BEEN PREPARED IN ACCORDANCE WITH THE TAKEOVER CODE AND UK DISCLOSURE REQUIREMENTS, FORMAT AND STYLE, ALL OF WHICH DIFFER FROM THOSE IN THE UNITED STATES. IN ORDER TO AVOID BREACHING THESE RULES, THE OFFER IS NOT BEING MADE INTO THE UNITED STATES OR ANY OTHER RESTRICTION JURISDICTION. IF, IN THE FUTURE, PHOENIX UK FUND DETERMINES TO EXTEND THE OFFER INTO THE UNITED STATES, IT WILL BE MADE IN COMPLIANCE WITH APPLICABLE UNITED STATES LAWS AND REGULATIONS. ALL FINANCIAL INFORMATION RELATING TO PHOENIX UK FUND AND HORNBY THAT IS INCLUDED IN THIS DOCUMENT OR ANY OTHER DOCUMENTS RELATING TO THE OFFER MAY NOT BE COMPARABLE TO FINANCIAL STATEMENTS OF US COMPANIES OR COMPANIES WHOSE FINANCIAL STATEMENTS ARE PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES.

NEITHER THE US SECURITIES AND EXCHANGE COMMISSION NOR ANY US STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, OR PASSED COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

FORWARD-LOOKING STATEMENTS

THE INFORMATION, INCLUDING INFORMATION INCLUDED OR INCORPORATED BY REFERENCE IN THE INFORMATION, MAY CONTAIN "FORWARD-LOOKING STATEMENTS" CONCERNING MEMBERS OF THE PHOENIX CONCERT PARTY AND HORNBY. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT MAY BE FORWARD-LOOKING STATEMENTS. GENERALLY, THE WORDS "WILL", "MAY", "SHOULD", "CONTINUE", "BELIEVES", "EXPECTS", "INTENDS", "ANTICIPATES" OR SIMILAR EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS. THE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN THE FORWARD-LOOKING STATEMENTS. MANY OF THESE RISKS AND UNCERTAINTIES RELATE TO FACTORS THAT ARE BEYOND THE COMPANIES' ABILITIES TO CONTROL OR ESTIMATE PRECISELY, SUCH AS FUTURE MARKET CONDITIONS AND THE BEHAVIOURS OF OTHER MARKET PARTICIPANTS AND, THEREFORE UNDUE RELIANCE SHOULD NOT BE PLACED ON SUCH STATEMENTS, WHICH SPEAK ONLY AS AT THE DATE THEY WERE MADE. EACH OF PHOENIX UK FUND AND ITS MEMBERS, DIRECTORS, OFFICERS OR EMPLOYEES, ADVISERS OR ANY PERSON ACTING ON ITS BEHALF, EXPRESSLY DISCLAIMS ANY INTENTION OR OBLIGATION TO, REVISE OR UPDATE THESE FORWARD LOOKING STATEMENTS OR OTHER STATEMENTS CONTAINED IN THE INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE EXCEPT AS REQUIRED PURSUANT TO APPLICABLE LAW.

NEITHER PHOENIX UK FUND, NOR ITS MEMBERS, DIRECTORS, OFFICERS OR EMPLOYEES, ADVISERS OR ANY PERSON ACTING ON ITS BEHALF, PROVIDES ANY REPRESENTATION, ASSURANCE OR GUARANTEE THAT THE OCCURRENCE OF THE EVENTS EXPRESSED OR IMPLIED IN ANY FORWARD LOOKING STATEMENTS IN THE INFORMATION WILL ACTUALLY OCCUR.

RESPONSIBILITY

IN RELATION TO THE INFORMATION, THE ONLY RESPONSIBILITY ACCEPTED BY THE DIRECTORS OF PHOENIX UK FUND (THE "RESPONSIBLE PERSONS") IS FOR THE CORRECTNESS AND FAIRNESS OF ITS REPRODUCTION OR PRESENTATION, UNLESS THE RESPONSIBILITY STATEMENT IN ANY RELEVANT DOCUMENT EXPRESSLY PROVIDES OTHERWISE.

NONE OF THE RESPONSIBLE PERSONS, PHOENIX UK FUND OR ITS AFFILIATED COMPANIES HAVE REVIEWED AND NONE OF THEM IS RESPONSIBLE FOR, OR ACCEPTS ANY LIABILITY IN RESPECT OF, ANY INFORMATION ON ANY OTHER WEBSITE THAT MAY BE LINKED TO THIS SECTION OF THE WEBSITE BY A THIRD PARTY.

THE DOCUMENTS INCLUDED IN THIS SECTION OF THE WEBSITE SPEAK ONLY AT THE SPECIFIED DATE OF THE RELEVANT DOCUMENT AND NEITHER PHOENIX UK FUND NOR ANY OF ITS AFFILIATED COMPANIES HAS OR ACCEPTS ANY RESPONSIBILITY OR DUTY TO UPDATE SUCH DOCUMENTS (OTHER THAN TO THE EXTENT SUCH DUTY ARISES AS A MATTER OF LAW).

IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS AREA 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 OR, IF YOU ARE LOCATED OUTSIDE THE UNITED KINGDOM, FROM AN APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER.

THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

ELECTRONIC VERSIONS OF THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS DISCLAIMER NOTICE SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, ENGLISH LAW.

CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER

I HAVE READ AND UNDERSTOOD THE DISCLAIMER NOTICE AND THE TERMS AND CONDITIONS SET OUT ABOVE. I UNDERSTAND THAT IT MAY AFFECT MY RIGHTS. I AGREE TO BE BOUND BY ITS TERMS. I CONFIRM THAT I AM PERMITTED TO CLICK ON THE LINKS TO THE INFORMATION BELOW.

For the 2.7 Announcement please click here

For the Opening Disclosure please click here

For the Posting of Offer Document please click here

For the Offer Document please click here

For the Form of Acceptance please click here

For the Phoenix UK Fund Memorandum of Association please click here

For the Phoenix UK Fund Articles of Association please click here

For the Level of Acceptances Document please click here