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ARA Asset Management Limited
PROPOSED PRIVATISATION OF ARA
2
JLIG, Straits Trading and Cheung Kong Property to partner with
Warburg Pincus and AVIC Trust to Privatise ARA
Privatisation
Structure
 Scheme of Arrangement (“Scheme”) involving the acquisition of all ARA shares (the
“Shares”), other than those held by JLIG, affiliates of Straits Trading and an affiliate
of Cheung Kong Property (collectively, the “Rollover Shareholders”) (1) (the
“Scheme Shares”)
Scheme
Consideration
 $1.78 per Scheme Share (the “Scheme Consideration”)
 43.9% premium to 12-Month VWAP(2)
Offeror
 Athena Investment Company (Cayman) Limited
 An entity indirectly owned by affiliates of Warburg Pincus and AVIC Trust
Note(s):
(1) For the full list of entities involved please refer to the Scheme Announcement dated 8 November 2016.
(2) Up to and including 2 November 2016, being the last full trading day of ARA shares prior to the date on which trading in the shares was halted following a query regarding
trading activity received on 3 November 2016 by ARA from the SGX-ST.
The Scheme Consideration is FINAL and will not be revised
3
 ARA has an established track
record in growing its assets under
management (“AUM”) in REITs
and private real estate funds.
 Since ARA’s formation in 2002
and listing in 2007, it has built a
diversified and resilient asset
management portfolio across Asia
Pacific, managing approximately
$30 billion worth of assets as at
30 September 2016(1).
Diversified and resilient asset management portfolio across the
Asia Pacific
Note(s):
(1) Based on AUM as of 30 September 2016, which does not include AUM which would be attributable to the investment of ARA Harmony VI in Century Link, as announced
by the Company on the SGX-ST on 26 October 2016. This investment, which is expected to be completed by December 2016, is expected to increase the Company’s
AUM by $4.1 billion.
TAP AVIC Trust’s unique distribution capability in China and provide ARA with
important access to the Chinese capital markets and other business opportunities in
China.
LEVERAGE upon Warburg Pincus’ global network of investor relationships,
experience in partnering with management teams to drive growth, and a strong
investment track record in real estate platforms around the world.
INCREASED access to capital, which will allow ARA to operate more nimbly and
efficiently in achieving its growth objectives.
To further its growth amidst shifting dynamics in the real estate
funds management industry, ARA will require significant
amounts of capital
“... ARA will require significant amount of
capital to further its growth through
strategic co-investments into existing and
new funds, as well as through opportunistic
acquisitions.”
Partnering with
Warburg Pincus
and AVIC Trust
1
2
3
“Should it remain a listed company at this
scale, raising capital successfully will take
time and will be highly dependent on market
conditions. Such capital raisings also entail
costs and may result in the dilution of
shareholders’ interests…”
4
5
Opportunity for Scheme Shareholders to realise their
investment at an attractive valuation
Attractive premium to current and historical market prices (1)
Source: Bloomberg
Note(s):
(1) Up to and including 2 November 2016, being the last full trading day of ARA shares prior to the date on which trading in the shares was halted following a query regarding
trading activity received on 3 November 2016 by ARA from the SGX-ST.
A
43.9% 29.6% 26.2%
Scheme Consideration: $1.78 per Scheme Share
30.3%31.7%
$1.237
$1.352 $1.366 $1.373
$1.410
12-month VWAP 6-month VWAP 3-month VWAP 1-month VWAP Last Full Day Traded Price
6
Scheme Consideration of $1.78 is above the highest closing price for the past 2.5 yearsB
Share Price ($)
Prior 12-month(1) Prior 6-month(1) Prior 3-month(1) Prior 1-month(1)
Average daily trading
volume (2)
658,027 525,181 571,259 546,252
Average daily trading
volume as a percentage
of total issued Shares (3)
0.066% 0.053% 0.057% 0.055%
Source: Bloomberg
Note(s):
(1) Up to and including 2 November 2016, being the last full trading day of ARA shares prior to the date on which trading in the shares was halted following a query regarding
trading activity received on 3 November 2016 by ARA from the SGX-ST.
(2) Calculated by using the total volume of Shares traded divided by the number of days on which ARA is traded on the SGX-ST.
(3) Calculated by using the daily total volume of Shares traded divided by the total number of Shares outstanding. Rounded to the nearest three decimal places.
Opportunity for Shareholders who may find it difficult to exit their investment in ARA due to
low trading liquidity
Opportunity for Scheme Shareholders to realise their
investment at an attractive valuation
C
0
5
10
15
0.50
1.00
1.50
2.00
May-14 Nov-14 May-15 Nov-15 May-16 Nov-16
Share price
Scheme Consideration: $1.78
7
Source: Bloomberg
Note(s):
(1) Enterprise value is calculated based on the (i) market capitalisation, plus (ii) consolidated loans and borrowings, less (iii) consolidated cash and cash equivalents, plus (iv)
non-controlling interests. Enterprise value is computed on a daily basis and reflects the latest market capitalisation at the end of each day and the Company’s financial
statements for each corresponding quarter (i.e. enterprise value calculations on and after 30 September 2016 take into account the consolidated loan and borrowings,
cash and cash equivalents and non-controlling interests figures as at 30 September 2016).
(2) AUM is based on the Company’s quarterly reported figure for each corresponding quarter (i.e. AUM figures used in the calculations on and after 30 September 2016 reflect
the Company’s AUM as at 30 September 2016).
(3) EBITDA is based on Next Twelve Months (NTM) consensus as sourced from Bloomberg for each respective day up to and including 2 November 2016.
(4) The multiples set out in the charts above were calculated up to and including 2 November 2016, being the last full trading day of ARA shares prior to the date on which
trading in the shares was halted following a query regarding trading activity received on 3 November 2016 by ARA from the SGX-ST.
(5) Based on AUM as of 30 September 2016, which does not include AUM which would be attributable to the investment of ARA Harmony VI in Century Link, as announced
by the Company on the SGX-ST on 26 October 2016. This investment, which is expected to be completed by December 2016, is expected to increase the Company’s
AUM by $4.1 billion.
D
6.0%
4.2%
5.1%
Implied by the
Scheme
Consideration
Historical 1-year
average
Historical 3-year
average
18.2x
13.1x
14.5x
Implied by the
Scheme
Consideration
Historical 1-year
average
Historical 3-year
average
Exceeds historical average
of EV/AUM(1) (2) (4) multiple
Exceeds historical average of
EV/EBITDA(1) (3) (4) multiple
Opportunity for Scheme Shareholders to realise their
investment at an attractive valuation
(5)
18.29% 19.85%
20.10% 20.95%
7.84% 8.00%
30.72%
20.48%
53.77%
JLIG Straits Trading Cheung Kong Property Warburg Pincus AVIC Trust Scheme Shares
8
Existing Shareholding in ARA:
Before the Transaction
Effective Shareholding in ARA:
Upon completion of the Transaction(2)
48.80%
Note(s):
(1) JLIG is an entity wholly-owned by Mr Lim Hwee Chiang, John. Mr Lim Hwee Chiang, John also owns 6,368,254 shares in his personal capacity and 1,427,800 shares
through JL Philanthropy Limited, both of which will not form part of the Consortium.
(2) Refers to the respective shareholdings in the holding company of the Offeror which ARA will become a wholly-owned indirect subsidiary of upon completion of the
transaction.
46.24%
Rollover
Shareholders
Rollover
Shareholders
JLIG, Straits Trading and Cheung Kong Property will continue to
be significantly invested in ARA after the Privatisation
Immediately upon the Scheme becoming effective, the Rollover Shareholders will transfer their
shares to the Offeror at a valuation equivalent to the Scheme Consideration in exchange for a
combination of cash and shares in the holding company of the Offeror
Rollover
Shareholders
Rollover
Shareholders
(1)
9
The Scheme will be subject to approval by Independent
Shareholders and various other conditions
Scheme
Conditions
1. Shareholder Approval
 Share-count Condition: Approval of at least 75% in value of the Scheme
Shareholders present and voting in person or by proxy at the Scheme Meeting;
and
 Head-count Condition: Approval of more than 50% of the number of Scheme
Shareholders present and voting in person or by proxy at the Scheme Meeting
2. Court Approval and satisfaction of regulatory approvals and conditions set
out in the Scheme Announcement
3. Expected completion in 1H 2017
Rollover
Shareholders
will not vote
 Outcome of the Scheme meeting will be decided solely by independent shareholders
(the “Scheme Shareholders”)
 The Rollover Shareholders and their concert parties will not vote their Shares
Independent
Financial
Adviser (IFA)
 Deloitte & Touche Corporate Finance Pte Ltd has been appointed as the IFA to
advise the Independent Directors for the purposes of making a recommendation to
the Scheme Shareholders
The successful completion of the transaction will not trigger any takeover offer for any publicly
listed REITs currently managed and/or owned by ARA
By working with ARA shareholders and Warburg 
Pincus, we believe that AVIC Trust can help to grow 
ARA’s platform in China and open the doors for more 
future business opportunities in the country.
‐ Mr. Yao Jiangtao
Chairman of AVIC Trust
We are excited to partner with Mr. Lim and ARA’s 
management team on this initiative and the 
opportunity to accelerate the Company’s growth by 
leveraging the combined capital markets capabilities 
of AVIC Trust and Warburg Pincus.
‐ Mr. Joseph Gagnon, 
Managing Director and Head of Real Estate of 
China and Southeast Asia, Warburg Pincus
10
Quotes
A deeper capital base well‐positions ARA in 
executing its business strategies going forward, 
including tapping growth opportunities through 
the network of our new partners.
‐ Mr. John Lim
Group CEO and Executive Director of ARA
Straits Trading welcomes Warburg Pincus and 
AVIC Trust as partners in ARA.  Given their deep 
experience and wide network of business 
relationships in the China region, we believe they 
will create value and opportunities to support 
ARA’s future growth.
‐ Ms. Chew Gek Khim
Executive Chairman of Straits Trading
Investor and Media Contacts
Joint Financial Advisors Contact:
DBS Bank
Strategic Advisory
Telephone: +65 6878 4293
Goldman Sachs (Singapore) Pte.
Investment Banking
Telephone: +65 6889 1000
11
Media Contact:
Newgate Communications
Terence Foo
Email: terence.foo@newgatecomms.com.sg
Telephone: +65 6532 0606
Lim Yuan See
Email: yuansee.lim@newgatecomms.com.sg
Telephone: +65 6532 0606
Disclaimers
12
Forward Looking Statements
All statements other than statements of historical facts included in this document are or may be forward-looking statements. Forward-looking statements include but are not
limited to those using words such as “seek”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “plan”, “strategy”, “forecast” and similar expressions or future or
conditional verbs such as “will”, “would”, “should”, “could”, “may” and “might”. These statements reflect the Offeror’s or ARA's (as the case may be) current expectations,
beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of
future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-
looking statements. Scheme Shareholders and investors of the Offeror and ARA should not place undue reliance on such forward-looking statements, and neither the Offeror
nor ARA undertakes any obligation to update publicly or revise any forward-looking statements.
Responsibility Statements
ARA. The directors of ARA (including any who may have delegated detailed supervision of the preparation of this document) have taken all reasonable care to ensure that
the facts stated and all opinions expressed in this document which relate to ARA (excluding information relating to the Offeror and its concert parties or any opinion expressed
by the Offeror) are fair and accurate and that, where appropriate, no material facts which relate to ARA have been omitted from this document, and the directors of ARA jointly
and severally accept responsibility accordingly.
Where any information which relates to ARA has been extracted or reproduced from published or otherwise publicly available sources or obtained from the Offeror or its
concert parties, the sole responsibility of the directors of ARA has been to ensure that, through reasonable enquiries, such information is accurately extracted from such
sources or, as the case may be, reflected or reproduced in this document. The directors of ARA do not accept any responsibility for any information relating to the Offeror
and/or its concert parties or any opinion expressed by the Offeror.
Offeror. The directors of the Offeror and each of the members of the Steering Committee (as defined in the Scheme announcement) (including any who may have delegated
detailed supervision of the preparation of this document) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this document (excluding
information relating to ARA or any opinion expressed by ARA) are fair and accurate and that, where appropriate, no material facts in relation thereto have been omitted from
this document, and the directors of the Offeror and each of the members of the Steering Committee jointly and severally accept responsibility accordingly.
Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from ARA, the sole responsibility of the directors
of the Offeror and the members of the Steering Committee has been to ensure that, through reasonable enquiries, such information is accurately extracted from such sources
or, as the case may be, reflected or reproduced in this document. The directors of the Offeror and the members of the Steering Committee do not accept any responsibility for
any information relating to or any opinion expressed by ARA.

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Presentation slides

  • 1. ARA Asset Management Limited PROPOSED PRIVATISATION OF ARA
  • 2. 2 JLIG, Straits Trading and Cheung Kong Property to partner with Warburg Pincus and AVIC Trust to Privatise ARA Privatisation Structure  Scheme of Arrangement (“Scheme”) involving the acquisition of all ARA shares (the “Shares”), other than those held by JLIG, affiliates of Straits Trading and an affiliate of Cheung Kong Property (collectively, the “Rollover Shareholders”) (1) (the “Scheme Shares”) Scheme Consideration  $1.78 per Scheme Share (the “Scheme Consideration”)  43.9% premium to 12-Month VWAP(2) Offeror  Athena Investment Company (Cayman) Limited  An entity indirectly owned by affiliates of Warburg Pincus and AVIC Trust Note(s): (1) For the full list of entities involved please refer to the Scheme Announcement dated 8 November 2016. (2) Up to and including 2 November 2016, being the last full trading day of ARA shares prior to the date on which trading in the shares was halted following a query regarding trading activity received on 3 November 2016 by ARA from the SGX-ST. The Scheme Consideration is FINAL and will not be revised
  • 3. 3  ARA has an established track record in growing its assets under management (“AUM”) in REITs and private real estate funds.  Since ARA’s formation in 2002 and listing in 2007, it has built a diversified and resilient asset management portfolio across Asia Pacific, managing approximately $30 billion worth of assets as at 30 September 2016(1). Diversified and resilient asset management portfolio across the Asia Pacific Note(s): (1) Based on AUM as of 30 September 2016, which does not include AUM which would be attributable to the investment of ARA Harmony VI in Century Link, as announced by the Company on the SGX-ST on 26 October 2016. This investment, which is expected to be completed by December 2016, is expected to increase the Company’s AUM by $4.1 billion.
  • 4. TAP AVIC Trust’s unique distribution capability in China and provide ARA with important access to the Chinese capital markets and other business opportunities in China. LEVERAGE upon Warburg Pincus’ global network of investor relationships, experience in partnering with management teams to drive growth, and a strong investment track record in real estate platforms around the world. INCREASED access to capital, which will allow ARA to operate more nimbly and efficiently in achieving its growth objectives. To further its growth amidst shifting dynamics in the real estate funds management industry, ARA will require significant amounts of capital “... ARA will require significant amount of capital to further its growth through strategic co-investments into existing and new funds, as well as through opportunistic acquisitions.” Partnering with Warburg Pincus and AVIC Trust 1 2 3 “Should it remain a listed company at this scale, raising capital successfully will take time and will be highly dependent on market conditions. Such capital raisings also entail costs and may result in the dilution of shareholders’ interests…” 4
  • 5. 5 Opportunity for Scheme Shareholders to realise their investment at an attractive valuation Attractive premium to current and historical market prices (1) Source: Bloomberg Note(s): (1) Up to and including 2 November 2016, being the last full trading day of ARA shares prior to the date on which trading in the shares was halted following a query regarding trading activity received on 3 November 2016 by ARA from the SGX-ST. A 43.9% 29.6% 26.2% Scheme Consideration: $1.78 per Scheme Share 30.3%31.7% $1.237 $1.352 $1.366 $1.373 $1.410 12-month VWAP 6-month VWAP 3-month VWAP 1-month VWAP Last Full Day Traded Price
  • 6. 6 Scheme Consideration of $1.78 is above the highest closing price for the past 2.5 yearsB Share Price ($) Prior 12-month(1) Prior 6-month(1) Prior 3-month(1) Prior 1-month(1) Average daily trading volume (2) 658,027 525,181 571,259 546,252 Average daily trading volume as a percentage of total issued Shares (3) 0.066% 0.053% 0.057% 0.055% Source: Bloomberg Note(s): (1) Up to and including 2 November 2016, being the last full trading day of ARA shares prior to the date on which trading in the shares was halted following a query regarding trading activity received on 3 November 2016 by ARA from the SGX-ST. (2) Calculated by using the total volume of Shares traded divided by the number of days on which ARA is traded on the SGX-ST. (3) Calculated by using the daily total volume of Shares traded divided by the total number of Shares outstanding. Rounded to the nearest three decimal places. Opportunity for Shareholders who may find it difficult to exit their investment in ARA due to low trading liquidity Opportunity for Scheme Shareholders to realise their investment at an attractive valuation C 0 5 10 15 0.50 1.00 1.50 2.00 May-14 Nov-14 May-15 Nov-15 May-16 Nov-16 Share price Scheme Consideration: $1.78
  • 7. 7 Source: Bloomberg Note(s): (1) Enterprise value is calculated based on the (i) market capitalisation, plus (ii) consolidated loans and borrowings, less (iii) consolidated cash and cash equivalents, plus (iv) non-controlling interests. Enterprise value is computed on a daily basis and reflects the latest market capitalisation at the end of each day and the Company’s financial statements for each corresponding quarter (i.e. enterprise value calculations on and after 30 September 2016 take into account the consolidated loan and borrowings, cash and cash equivalents and non-controlling interests figures as at 30 September 2016). (2) AUM is based on the Company’s quarterly reported figure for each corresponding quarter (i.e. AUM figures used in the calculations on and after 30 September 2016 reflect the Company’s AUM as at 30 September 2016). (3) EBITDA is based on Next Twelve Months (NTM) consensus as sourced from Bloomberg for each respective day up to and including 2 November 2016. (4) The multiples set out in the charts above were calculated up to and including 2 November 2016, being the last full trading day of ARA shares prior to the date on which trading in the shares was halted following a query regarding trading activity received on 3 November 2016 by ARA from the SGX-ST. (5) Based on AUM as of 30 September 2016, which does not include AUM which would be attributable to the investment of ARA Harmony VI in Century Link, as announced by the Company on the SGX-ST on 26 October 2016. This investment, which is expected to be completed by December 2016, is expected to increase the Company’s AUM by $4.1 billion. D 6.0% 4.2% 5.1% Implied by the Scheme Consideration Historical 1-year average Historical 3-year average 18.2x 13.1x 14.5x Implied by the Scheme Consideration Historical 1-year average Historical 3-year average Exceeds historical average of EV/AUM(1) (2) (4) multiple Exceeds historical average of EV/EBITDA(1) (3) (4) multiple Opportunity for Scheme Shareholders to realise their investment at an attractive valuation (5)
  • 8. 18.29% 19.85% 20.10% 20.95% 7.84% 8.00% 30.72% 20.48% 53.77% JLIG Straits Trading Cheung Kong Property Warburg Pincus AVIC Trust Scheme Shares 8 Existing Shareholding in ARA: Before the Transaction Effective Shareholding in ARA: Upon completion of the Transaction(2) 48.80% Note(s): (1) JLIG is an entity wholly-owned by Mr Lim Hwee Chiang, John. Mr Lim Hwee Chiang, John also owns 6,368,254 shares in his personal capacity and 1,427,800 shares through JL Philanthropy Limited, both of which will not form part of the Consortium. (2) Refers to the respective shareholdings in the holding company of the Offeror which ARA will become a wholly-owned indirect subsidiary of upon completion of the transaction. 46.24% Rollover Shareholders Rollover Shareholders JLIG, Straits Trading and Cheung Kong Property will continue to be significantly invested in ARA after the Privatisation Immediately upon the Scheme becoming effective, the Rollover Shareholders will transfer their shares to the Offeror at a valuation equivalent to the Scheme Consideration in exchange for a combination of cash and shares in the holding company of the Offeror Rollover Shareholders Rollover Shareholders (1)
  • 9. 9 The Scheme will be subject to approval by Independent Shareholders and various other conditions Scheme Conditions 1. Shareholder Approval  Share-count Condition: Approval of at least 75% in value of the Scheme Shareholders present and voting in person or by proxy at the Scheme Meeting; and  Head-count Condition: Approval of more than 50% of the number of Scheme Shareholders present and voting in person or by proxy at the Scheme Meeting 2. Court Approval and satisfaction of regulatory approvals and conditions set out in the Scheme Announcement 3. Expected completion in 1H 2017 Rollover Shareholders will not vote  Outcome of the Scheme meeting will be decided solely by independent shareholders (the “Scheme Shareholders”)  The Rollover Shareholders and their concert parties will not vote their Shares Independent Financial Adviser (IFA)  Deloitte & Touche Corporate Finance Pte Ltd has been appointed as the IFA to advise the Independent Directors for the purposes of making a recommendation to the Scheme Shareholders The successful completion of the transaction will not trigger any takeover offer for any publicly listed REITs currently managed and/or owned by ARA
  • 10. By working with ARA shareholders and Warburg  Pincus, we believe that AVIC Trust can help to grow  ARA’s platform in China and open the doors for more  future business opportunities in the country. ‐ Mr. Yao Jiangtao Chairman of AVIC Trust We are excited to partner with Mr. Lim and ARA’s  management team on this initiative and the  opportunity to accelerate the Company’s growth by  leveraging the combined capital markets capabilities  of AVIC Trust and Warburg Pincus. ‐ Mr. Joseph Gagnon,  Managing Director and Head of Real Estate of  China and Southeast Asia, Warburg Pincus 10 Quotes A deeper capital base well‐positions ARA in  executing its business strategies going forward,  including tapping growth opportunities through  the network of our new partners. ‐ Mr. John Lim Group CEO and Executive Director of ARA Straits Trading welcomes Warburg Pincus and  AVIC Trust as partners in ARA.  Given their deep  experience and wide network of business  relationships in the China region, we believe they  will create value and opportunities to support  ARA’s future growth. ‐ Ms. Chew Gek Khim Executive Chairman of Straits Trading
  • 11. Investor and Media Contacts Joint Financial Advisors Contact: DBS Bank Strategic Advisory Telephone: +65 6878 4293 Goldman Sachs (Singapore) Pte. Investment Banking Telephone: +65 6889 1000 11 Media Contact: Newgate Communications Terence Foo Email: terence.foo@newgatecomms.com.sg Telephone: +65 6532 0606 Lim Yuan See Email: yuansee.lim@newgatecomms.com.sg Telephone: +65 6532 0606
  • 12. Disclaimers 12 Forward Looking Statements All statements other than statements of historical facts included in this document are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as “seek”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “plan”, “strategy”, “forecast” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “may” and “might”. These statements reflect the Offeror’s or ARA's (as the case may be) current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward- looking statements. Scheme Shareholders and investors of the Offeror and ARA should not place undue reliance on such forward-looking statements, and neither the Offeror nor ARA undertakes any obligation to update publicly or revise any forward-looking statements. Responsibility Statements ARA. The directors of ARA (including any who may have delegated detailed supervision of the preparation of this document) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this document which relate to ARA (excluding information relating to the Offeror and its concert parties or any opinion expressed by the Offeror) are fair and accurate and that, where appropriate, no material facts which relate to ARA have been omitted from this document, and the directors of ARA jointly and severally accept responsibility accordingly. Where any information which relates to ARA has been extracted or reproduced from published or otherwise publicly available sources or obtained from the Offeror or its concert parties, the sole responsibility of the directors of ARA has been to ensure that, through reasonable enquiries, such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this document. The directors of ARA do not accept any responsibility for any information relating to the Offeror and/or its concert parties or any opinion expressed by the Offeror. Offeror. The directors of the Offeror and each of the members of the Steering Committee (as defined in the Scheme announcement) (including any who may have delegated detailed supervision of the preparation of this document) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this document (excluding information relating to ARA or any opinion expressed by ARA) are fair and accurate and that, where appropriate, no material facts in relation thereto have been omitted from this document, and the directors of the Offeror and each of the members of the Steering Committee jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from ARA, the sole responsibility of the directors of the Offeror and the members of the Steering Committee has been to ensure that, through reasonable enquiries, such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this document. The directors of the Offeror and the members of the Steering Committee do not accept any responsibility for any information relating to or any opinion expressed by ARA.