2025
Project Faro – Strictly Private & Confidential
You have expressed interest in obtaining confidential information concerning Project Faro from us. Certain confidential information concerning the pharmacies may be disclosed to you or your advisers, either in written or electronic form or orally (the “Evaluation Material”). In consideration of us agreeing to make the Evaluation Material available to you or your advisers, you hereby represent that you are a person who falls within Article 19 (disregarding paragraph (6) of that Article) or Article 49 (disregarding paragraph 2(e) of that Article) of the Financial Services and Markets Act 2000 (Financial Promotion) Order and undertake and agree as follows:
1) No disclosure of your interest in, or our interest in, the Company will be made by you or on your behalf except by prior agreement between you and us or if required by applicable law or regulation.
2) The Evaluation Material will be held in complete confidence and, without our prior written consent, will not be disclosed, in whole or in part, to any other person nor summarised, excerpted from or otherwise publicly referred to, nor will it be used in any way directly or indirectly detrimental to us or for any purpose other than for your internal evaluation of the Company (which will itself be kept confidential).
3) The term “Evaluation Material” does not include any information:
a) which at the time of disclosure to you is in the public domain or which after such disclosure comes into the public domain through no fault of yourself; or
b) which is or becomes available to you on a non-confidential basis from a source other than us or the Company owning the pharmacies provided that such source is not and was not prohibited from disclosing such information by a legal, contractual or fiduciary obligation to us or the Company or any of their respective subsidiaries, advisers or representatives and you were aware of such obligation.
4) You will immediately at your expense return to us upon demand or destroy and confirm destruction any Evaluation Material provided to you and all copies thereof which may have been made by or on behalf of you and shall hand over to us or destroy all notes or memoranda or other stored information of any kind containing, reflecting or derived from the Evaluation Material or relating to the negotiations generally. You shall not use or disclose to any person any confidential information derived from the Evaluation Material or relating to the negotiations generally and shall use your best efforts to prevent the disclosure of any such information.
5) You acknowledge and agree that, except as may be expressly set forth in a legally binding agreement between you and the Company, neither we, the Company nor any of their directors, officers, employees, agents representatives or advisers accept responsibility for or make any oral or written representation, express or implied, with respect to the accuracy of completeness of the Evaluation Material supplied pursuant to this letter or otherwise in connection with the Company and such persons are not obliged to update the Evaluation Material or correct any inaccuracies contained therein.
6) You acknowledge and confirm that neither the provision of any information to you nor the entering into of this agreement nor any discussions or negotiations relating to the pharmacies owned by the Company constitutes an offer by us, nor will they form the basis of any contract concerning the Company, except as expressly provided for in a definitive agreement if and when executed.
7) You will maintain contact with the Company, vendors, management and advisers at all times only through us, and will not attempt any communication with the Company, vendors, management and advisers or other potential investors, finance houses or corporate vehicles concerning the Company without our written permission.
8) No failure or delay by us and/or the Company that owns the pharmacies in exercising any right, power or privilege under this letter shall operate as a waiver thereof, and no variation shall be effective, unless in writing and signed by an officer of Sovereign Capital and by you.
9) The illegality, invalidity or unenforceability of any provision hereof under the laws of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdictions, nor the legality, validity or enforceability of any other provision.
The obligations set out in this agreement shall continue in full force and effect for a period of 2 years notwithstanding the return or destruction of Evaluation Material and any copies thereof.
For regulatory purposes, we are informing you that we are not acting for you and will not be responsible to you for providing the protection afforded to our clients.
This agreement shall be governed by and construed in accordance with English law. Any disputes arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the English courts to whose jurisdiction the parties hereto irrevocably submit.
Yours sincerely
Andy Harwood
Director
for and on behalf of Pharmacy Seekers
I acknowledge receipt of your terms and instruct you to proceed on the terms set out above.
