Yell UK Group APRIL 2018 CONFIDENTIAL
Disclaimer The information in this document (unless otherwise indicated) has been compiled by the management of Hibu Group Limited (together with its subsidiaries, the “Hibu Group”) and Owl Finance Limited (together with its subsidiaries, the “UK Group”) and their advisors in good faith and to their best knowledge based on information of the Hibu Group. For the purposes of this notice, the presentation that follows shall mean and include the slides that follow (the “Presentation”) . By viewing this Presentation, or having access to the corresponding information, you are agreeing to be bound by the following conditions. THIS PRESENTATION IS FOR THE RECIPIENT’S USE ONLY. THIS PRESENTATION (OR ANY PART OF IT) IS NOT TO BE REPRODUCED, DISTRIBUTED, PASSED ON, OR THE CONTENTS OTHERWISE DIVULGED, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF THE UK GROUP. To the extent available, the industry, market and competitive position data contained in this Presentation come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. In addition, certain industry, market and competitive position statements contained in this Presentation come from the UK Group’s internal estimates based on the knowledge and experience of the UK Group’s management in the markets in which the UK Group operates. These estimates and their underlying methodology and assumptions have not been verified by any independent source for accuracy or completeness and there can be no assurance that the assumptions or estimates are accurate. This Presentation contains, and any related presentation may contain, financial information regarding the businesses and assets of the UK Group. Such financial information may not have been audited, reviewed or verified by any independent accounting firm. The inclusion of such financial information in this Presentation or any related presentation should not be regarded as a representation or warranty by the UK Group, any of their respective affiliates, advisors or representatives or any other person as to the fairness, accuracy, correctness, reasonableness or completeness of such information’s portrayal of the financial condition or results of operations by the UK Group and should not be relied upon when making an investment decision. Certain financial data included in this Presentation consists of “non -GAAP financial measures. ” These non-GAAP financial measures, as defined by the UK Group, may not be comparable to similarly-titled measures as presented by other companies, nor should they be considered as an alternative to the historical financial results or other indicators of the UK Group’s financial information based on FRS 101 or IFRS. Even though the non-GAAP financial measures are used by management to assess the UK Group’s financial position, financial results and liquidity and these types of measures are commonly used by investors, they have important limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of the UK Group’s financial position or results of operations as reported under FRS 101 or IFRS. Some or all of the information in this Presentation is or may be price-sensitive information and the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse. This Presentation and other information provided to you may contain projections and forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the United States Securities Exchange Act of 1934, as amended, other U.S. securities laws and securities laws of other jurisdictions. These projections have been prepared, and forward-looking statements been made, in good faith and on the basis of recent available information and reasonable assumptions. Forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this Presentation, including, without limitation, those regarding the Hibu Group’s and the UK Group’s future financial position, liquidity and results of operations, strategy, plans, objectives, goals, targets, future performance, business and future developments in the markets in which the Hibu Group and the UK Group operate or are seeking to operate. The forward-looking statements in this document can be identified, in some instances, by the use of words such as “aim”, “anticipate”, “believe”, “can have”, “could”, “estimate”, “expect”, “intend”, “likely”, “may,” “plan,” “project,” “should,” “target,” “will,” “would” and similar language or the negative thereof or by forward-looking nature of discussions of strategy, plans or intentions. The absence of such terminology does not necessarily mean that a statement is not forward-looking. There can be no assurance that the Hibu Group’s or the UK Group’s expectations, beliefs or projections will ever be achieved. Numerous inherent risks and uncertainties, which are difficult to predict and are generally beyond our control, could cause the Hibu Group’s and the UK Group’s actual results, performance or achievements to differ, as the case may be materially, from those expressed in, or implied by, such projections and forward-looking statements. Forward-looking statements are also based on numerous assumptions regarding the Hibu Group’s and the UK Group’s present and future business strategies and environments. In addition, even if the UK Group’s results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this Presentation, those results or developments may not be indicative of results or developments in subsequent periods. All projections and forward-looking statements apply only as of the date hereof and is subject to change, including materially, without notice, and neither the Hibu Group nor the UK Group nor any of its agents, employees or advisers undertake any obligation to update this information. No representation or warranty, express or implied, is or will be made as to and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained in this Presentation. You should conduct your own independent investigation and assessment as to the validity of the information contained in this Presentation, and the economic, financial, regulatory, legal, taxation, stamp duty and accounting implications of that information. You confirm that you are not relying on any recommendation or statement of the Hibu Group or the UK Group. The information set out herein may be subject to updating, completion, revision, verification and amendment and such information may change, including materially, without notice. The Hibu Group is under no obligation to update or keep current the information contained in the Presentation. Without prejudice to the foregoing, the information in this Presentation is being provided on a non-reliance basis, and neither the Hibu Group nor any of its advisors or affiliates owe or assume any duty, liability or responsibility to you or any other person who has access to this Presentation or the corresponding information (or any part of it) for any information or opinion contained in it (including, inter alia, projections and forward- looking statements), or any omission from it, nor do they accept any liability whatsoever for any loss howsoever arising herewith directly or indirectly, from any use of or reliance on this or its contents or otherwise arising in connection herewith. You acknowledge that neither you nor the Hibu Group nor the UK Group intend that the Hibu Group or the UK Group act or be responsible as a fiduciary to you, your management, stockholders, creditors or any other person. Each of you, the Hibu Group and the UK Group, by accepting and providing this Presentation, respectively, expressly disclaims any fiduciary relationship and agrees that you are responsible for making your own independent judgments with respect to any matters regarding this Presentation. The Presentation is not for publication, release or distribution in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction nor should it be taken or transmitted into such jurisdiction. 1
TABLE OF CONTENTS 1 Recent history overview 2 Key highlights 3 Historical financials 2
1. Recent history overview
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