Alpha Offer

If you would like to view the Information contained in this Microsite, please read this notice carefully.

YORK ENERGY


MICROSITE FIREWALL


IMPORTANT NOTICE


Potential Offer for Osprey Energy Group plc (“Osprey”) by York Energy (an affiliate of the Alpha Energy group of companies), (the “Offer”)

ACCESS TO THIS SECTION OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS OTHER THAN THE UNITED KINGDOM (“UK”). 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 MICROSITE.


Disclaimer


You are attempting to enter the Microsite designed for the publication of electronic versions of materials relating to the Offer.

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THIS MICROSITE BY YORK ENERGY IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. NO OSPREY SHAREHOLDER OR ANY OTHER PERSON MAY PARTICIPATE IN THE OFFER BY MEANS OF DOWNLOADING A COPY OF ANY OFFER DOCUMENTS FROM THIS MICROSITE.

THESE MATERIALS ARE NOT DIRECTED AT, AND SHOULD NOT BE ACCESSED BY, PERSONS LOCATED OR RESIDENT IN ANY JURISDICTION WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH YORK ENERGY REGARDS AS UNDULY ONEROUS (EACH A “RESTRICTED JURISDICTION”). IF YOU ARE NOT PERMITTED TO VIEW THE MATERIALS ON THE MICROSITE, OR VIEWING THE MATERIALS WOULD RESULT IN A BREACH OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE MATERIALS, PLEASE EXIT THIS PAGE OR CLICK ON THE “DECLINE” BOX AT THE BOTTOM OF THIS PAGE.


If you would like access to the information and materials on the Offer please read this notice carefully – it applies to all persons who view this Microsite and, depending on where you live and/or are located, it may affect your rights or responsibilities. York Energy 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 Microsite.


Basis of access


The information contained on this Microsite is not intended to and does not constitute or form any part of any offer to sell or otherwise dispose of, or any invitation or solicitation to purchase or subscribe for, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.

The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite. Subject to any continuing obligations under applicable law or any relevant listing rules, York Energy accepts no responsibility or duty to add to, update, remove or amend any such information, document or announcement, but reserves the right to add to, update, remove or amend any information, document or announcement reproduced on this Microsite (in whole or in part) at any time at its sole discretion.


In relation to any information, document or announcement contained on this Microsite, the only responsibility accepted by the directors of York Energy is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

None of York Energy or its affiliated companies, or any of their respective directors, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.


If you are in any doubt about the contents of this Microsite or the action you should take, you should seek advice from an independent financial advisor appropriately authorized under the Financial Services and Markets Act 2000 (as amended) and regulated by the Financial Conduct Authority or, if you are located outside the UK, from an independent financial advisor appropriately authorized in the relevant jurisdiction as to the suitability of any action.


Forward-looking statements


The information on this Microsite (including information incorporated by reference) may contain certain “forward-looking statements”, including without limitation in respect of York Energy, Osprey, the Offer and the proposed combination. All statements, other than statements of historical fact, may be forward-looking statements. Forward-looking statements often can be identified by the use of words such as ‘anticipate’, ‘target’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’, ‘hope’, ‘budget’, ‘pro forma’, ‘scheduled’, ‘projects’, ‘aims’, ‘continue’ and words or terms of similar meaning or substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results ‘will’, ‘may’, ‘should’, ‘would’, ‘could’ or ‘might’ be taken, occur or be achieved. Forward-looking statements are subject to risks and uncertainties which could cause actual results and developments to differ materially from those projected or expressed in or implied by such forward-looking statements. These risks and uncertainties may relate to factors that are beyond York Energy’s or Osprey’s ability to control or estimate precisely, such as future market conditions, changes in the regulatory environment and the behaviour of other market participants. The reader is cautioned not to place undue reliance on any forward-looking statements, which speak only as at the date on which they were made. York Energy expressly disclaims any intention or obligation to update, revise or correct any forward-looking or other statement contained on this Microsite, except as required by applicable law or regulation.


Unless expressly stated otherwise, no statement in the Microsite 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 York Energy and/or Osprey (as appropriate).

Notice to US holders of Osprey shares


The Offer relates to the securities of a UK company with a listing on the Alternative Investment Market of the London Stock Exchange and is subject to UK disclosure and procedural requirements that are different from those in the US. It may be difficult for Osprey shareholders resident or located in the US to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer, since York Energy and Osprey are located in countries other than the US, and some or all of their respective officers and directors may be residents of countries other than the US. Osprey shareholders resident or located in the US may not be able to sue Osprey, York Energy and/or their respective officers or directors in a non-US court for violations of the US federal securities laws. Further, it may be difficult to compel Osprey, York Energy and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.

The Offer may be implemented under a scheme of arrangement provided for under English law. If so, it is expected that any securities to be issued by York Energy in connection with the Offer (if relevant) would be issued in reliance upon the exemption from the registration requirements of the US Securities Act of 1933, as amended (the “US Securities Act”), provided by Section 3(a)(10) thereof and also would not be expected to be subject to the tender offer rules under the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”).


Alternatively, the Offer may be implemented by way of a takeover offer, subject to the applicable requirements of the City Code on Takeovers and Mergers, the UK Takeover Panel, the London Stock Exchange and the Financial Conduct Authority. If the Offer is made, any securities to be issued by York Energy in connection with the Offer (if relevant) may be issued in reliance upon the exemption from the registration requirements for the US Securities Act provided by Rule 802 thereunder. Or, alternatively, any securities to be issued by York Energy in connection with the Offer may be registered under the US Securities Act. If the Offer is implemented by way of a takeover offer, it will be done in compliance with the applicable rules under the US Exchange Act, including any applicable exemptions provided under Rules 14d-1(c) and 14d-1(d) thereunder.

You should be aware that York Energy may purchase or arrange to purchase Osprey shares otherwise than under any offer or scheme related to the Offer, such as in open market or privately negotiated purchases.


You should also be aware that any financial statements or other information included in this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.


Osprey shareholders resident or located in the US are urged to read any documents related to the Offer filed, furnished or to be filed or furnished with the US Securities and Exchange Commission (the “SEC”) because they will contain important information regarding the Offer and any related offer of securities. Such documents will be available free of charge at the SEC’s website at www.sec.gov. Nothing in this Microsite shall be deemed an acknowledgement by York Energy, Osprey or any of their respective affiliates that any SEC filing is required or that any offer requiring registration under the US Securities Act may ever occur in connection with the Offer.


Overseas persons


The materials found on this Microsite contain information in respect of the Offer. Viewing this information may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. Any person resident in a Restricted Jurisdiction who wishes to view these materials 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 its jurisdiction. If you are not permitted, or if you are in any doubt as to whether you are permitted, to view the information, please exit this Microsite or click on the “Decline” box below. Neither York Energy nor any of its advisers assumes any responsibility for any violation by any person of any of these restrictions.


By choosing the “Confirm” option, you represent that you are not located or resident in a Restricted Jurisdiction, and that York Energy is lawfully entitled to make the content of any communication or document in relation to the Offer available to you under applicable securities laws. If you are unable to give this representation, please exit this page or click on the “Decline” box at the bottom of this page. and do not view the content of any communication or document in relation to the Offer.

Copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such documents in, into or from any such jurisdiction, as doing so may invalidate any purported acceptance of the Offer. Neither York Energy nor any of its advisers assumes any responsibility for any violation by any person of any of these restrictions.


This notice shall be governed by, and interpreted in accordance with, English law.


ACCEPTANCE OF DISCLAIMER


Confirmation of understanding


In order to view the materials on the Microsite, by clicking on the “Confirm” box below, you are making the following confirmations:

(i)            I have read and understood the notice set out above, I have understood that it may affect my rights and responsibilities and I agree to be bound by its terms;

(ii)           I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the information and materials on the Microsite does not constitute a violation of the relevant laws of such jurisdiction, and I am not acting on behalf of someone who is resident or located in a Restricted Jurisdiction;

(iii)         I intend to access the Microsite for information purposes only; and

(iv)          I will not copy, forward, transfer or distribute by any means any information or materials available on the Microsite, either in whole or in part, to any person who is resident or located in a Restricted Jurisdiction.


Acceptance


If you are not resident or located in a Restricted Jurisdiction and are able to give the confirmations set out above, please click on “Confirm” below.

If you are not able to give any of the confirmations set out above, you should click on “Decline” below and you will not be able to proceed to the Microsite.