DISCLAIMER

Recommended cash acquisition of IndigoVision Group plc ("IndigoVision"), a company incorporated under the laws of Scotland, by Motorola Solutions International Holding Limited, a company incorporated under the laws of England and Wales and a wholly owned subsidiary of Motorola Solutions, Inc. (“Motorola Solutions”)
 
ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS 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 ON THIS AREA OF THE WEBSITE.  THE INFORMATION IN THIS AREA OF THE WEBSITE IS NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH NORTHGATE REGARDS AS UNDULY ONEROUS.

You are attempting to enter the area of this website that is designated for the publication of documents and information in connection with the Acquisition which is to be implemented by a court-sanctioned scheme of arrangement of IndigoVision under Part 26 of the Companies Act 2006. The information contained in this area of the website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below.  In particular, the information contained in this area if the website does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Acquisition or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

Access to the Website

If you would like to view the information in this area of the website, please read this notice carefully.  This notice applies to all persons who view the information in this area of the website and, depending on where you are located, may affect your rights or responsibilities.  Motorola Solutions 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 area of the website.  In addition, the contents of the information in this area of the website may be amended at any time in whole or in part at the sole discretion of Motorola Solutions.

Overseas Persons

As a consequence of legal restrictions, the release, publication or distribution of information contained in this area of the website in certain jurisdictions or to certain persons may be restricted or unlawful.  All persons resident or located outside the United Kingdom who wish to view the information in this area of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.  If you are resident or located in a country that renders the accessing of the information in this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view the information in this area of the website.

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 the information in this area of the website.

You should not forward, transmit or show the announcements, information or documents contained in this area of the website to any person.  In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.

Notice to US Investors

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under English law. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules of the United States Securities Exchange Act 1934 (the “US Exchange Act”). Accordingly, the Acquisition is subject to disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer rules. Also, the financial information included in this section of the website has been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. If Motorola Solutions exercises its right in the future to implement the Acquisition by way of a takeover offer, that offer will be made in compliance with the applicable US laws and regulations.

Furthermore, the payment and settlement procedure with respect to the Acquisition will comply with the relevant UK rules, which differ from payment and settlement procedures in the United States, particularly with regard to the date of payment of consideration.

In the event that the Acquisition is implemented by way of a takeover offer, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Motorola Solutions or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, IndigoVision shares outside of the United States, other than pursuant to the Acquisition, during the period in which the takeover offer remains open for acceptance. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, certain financial advisers to the transaction would continue to act as an exempt principal trader in IndigoVision shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service of the Financial Services Authority and shall be available on the London Stock Exchange website, www.londonstockexchange.com.

Any securities referred to in the information in this area of the website have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in or into the United States or to US Persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

Forward-looking Statements

The information in this area of the website contains “forward-looking statements”.  These statements are based on the current expectations of the management of Motorola Solutions and are naturally subject to uncertainty and changes in circumstances.  The forward-looking statements contained in this area of the website include statements relating to the expected effects of the Acquisition on Motorola Solutions and IndigoVision, the expected timing and scope of the Acquisition, and other statements other than historical facts. 

Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects” or “does not expect”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Although Motorola Solutions believes that the expectations reflected in such forward-looking statements are reasonable, Motorola Solutions can give no assurance that such expectations will prove to be correct.  By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.  There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward‑looking statements.  These factors include local and global political and economic conditions; significant price discounting by competitors; changes in consumer habits and preferences; foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline); changes to the market in which the business operates; changes in the employee environment; legal or regulatory developments and changes; the outcome of any litigation; the impact of any acquisitions or similar transactions; competitive product and pricing pressures; success of business and operating initiatives; changes in the level of investment in IT systems; and changes in the level of capital investment.  Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.  Other than in accordance with their legal or regulatory obligations, neither Motorola Solutions nor any of its affiliated companies undertakes any obligation, and Motorola Solutions and its affiliated companies disclaim any intention or obligation, to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.
All forward-looking statements contained in the information in this area of the website are expressly qualified in their entirety by the cautionary statements contained or referred to in this notice.

Responsibility

In relation to any document, announcement or information contained in this area of the website, the only responsibility accepted by the directors of Motorola Solutions (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, Motorola Solutions 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 website by a third party.

The documents included in this area of the website speak only at the specified date of the relevant document and neither Motorola Solutions 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, DIRECTLY OR INDIRECTLY, 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.

Confirmation of Understanding and Acceptance of Disclaimer

In order to view the Information on this section of the website, please click on the “CONFIRM” box below. By clicking on the “CONFIRM” box below, you are making the following confirmations:
 
  • I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the information in this area of the website or parts thereof illegal;
  • I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation;
  • I represent and warrant to Motorola Solutions that I intend to access the information in this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities; and
  • I agree to be bound by the terms of this Disclaimer.
If you are not able to give these confirmations (as applicable), we cannot provide you with the Information on this section of the website and you should click on the “DECLINE” box below.
 
 




 
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