DISCLAIMER – IMPORTANT
Possible offer for the entire issued and to be issued share capital of [target name] plc (“[Target]”) by funds managed and/or advised by Cap10 Partners LLP (“Cap10”) (the “Possible Offer”).
You are attempting to enter the area of the website that is designated for the publication of electronic versions of materials relating to the Possible Offer (the “Microsite”). Access to this Microsite may be restricted under securities laws in certain jurisdictions and this Microsite is not directed at, and is not intended to be accessible by, persons resident in any such jurisdiction. You are therefore required to confirm certain matters (including that you are not resident in such a jurisdiction) before you obtain access.
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE “INFORMATION”) PUBLISHED BY [TARGET] AND/OR CAP10 RELATING TO THE POSSIBLE OFFER. THE INFORMATION AND THE MICROSITE IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
If you would like access to the Information contained on the Microsite please read this notice carefully – it applies to all persons who view this Microsite and the Information and, depending on where you live, it may affect your rights or responsibilities. Cap10 reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the Microsite. In addition, the contents of the Microsite may be amended at any time in whole or in part at the sole discretion of Cap10.
Basis of access
The Information is not intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of, or an invitation or the solicitation of an offer to purchase or otherwise acquire, any securities, or the solicitation of a vote, acceptance, or approval pursuant to the Possible Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Information speaks only as of the date of the relevant document or announcement, and neither [Target] nor Cap10 nor its or their affiliated persons, funds, or companies (including any subsidiaries), nor any of its or their respective directors or advisers has, nor accepts, any responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation). Cap10 reserves the right to add to, remove, or amend any Information reproduced on the Microsite at any time.
If you are in doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from your stockbroker, bank manager, accountant, or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom) or from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom.
The Information contained in this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by [Target] and/or Cap10. This notice shall be governed by and construed in accordance with English law.
Responsibility
In relation to any Information contained in this Microsite, the only responsibility accepted by Cap10 and the directors or officers of Cap10 is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither [Target] nor Cap10, nor its or their affiliated persons, funds or companies (including any subsidiaries), nor any of its or their respective directors, officers or advisers 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 this Microsite by a third party.
Overseas Persons
The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction or would result in a requirement to comply with any governmental or other consent on any registration, filing or other formality which Cap10 regards as unduly onerous (each a “Restricted Jurisdiction”), accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials.
Any person resident or located outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so
Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.
If you are not resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction.
If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this Microsite and seek independent advice. Neither [Target] nor Cap10, nor its or their affiliated companies (including any subsidiaries), nor any of their respective directors or advisers assume any responsibility for any violation by any person of any of these restrictions.
This Microsite contains Information that has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.
Additional United States (“US”) information
The Possible Offer relates to the securities of an English company and is subject to English procedural and disclosure requirements that are different from those of the US. Any financial statements or other financial information included in the Information and/or on 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.
It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Possible Offer, since Cap10 and [Target] are located in a country other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders of shares may not be able to sue Cap10 or [Target] or their respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel Cap10 and [Target] and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the Securities Exchange Act of 1934, as amended (the <b>"US Exchange Act"</b>), Cap10 or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, [Target] shares outside of the US, other than pursuant to the Possible Offer, before or during any period in which the Possible Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service of the Financial Services Authority and will be available on the London Stock Exchange website,www.londonstockexchange.com.
Any securities referred to in the Information have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or under the securities law of any state or other jurisdiction of the US and may not be offered or sold, directly or indirectly, in or into the US or to US Persons (as defined under the US Securities Act) 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 US.
Forward looking statements
The Information may contain certain “forward looking statements” regarding the financial position, business strategy, plans for future operations or results of the operations and businesses of [Target], Cap10 and their respective group of companies. All statements other than statements of historical fact included in the Information and any document may be forward looking statements. Forward looking statements also often use words such as “will”, “believe”, “could”, “expect”, “estimate”, “intend”, “anticipate”, “project”, “plan”, “goals”, “objectives”, “outlook”, “probably”, “seek”, “target” “should”, “may”, “assume” and words of a similar meaning. By their nature, forward looking statements are inherently predictive and speculative and involve known and unknown risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future, that could cause actual results, performance or events to differ materially from those expressed or implied by them and which are not a guarantee of future performance. Much of the risk and uncertainty relates to factors that are beyond the companies’ abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of the relevant document. Cap10 assumes no obligation to, and does not intend to, revise or update any forward looking statements (whether as a result of new information, future events or otherwise), except as required pursuant to applicable law or regulation.
Unless expressly stated otherwise, no statement in contained in the Information nor on this Microsite is intended to constitute a profit forecast or quantified financial benefits statement 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 [Target] or Cap10 (or their affiliated companies, including any subsidiaries) as appropriate.
Acceptance of disclaimer
If you are not resident or located in a Restricted Jurisdiction and are able to give the confirmations set out below, please click on “CONFIRM”.
Confirmation of understanding and acceptance
In order to view the materials on this Microsite, by clicking on the “CONFIRM” box below, you are making the following confirmations:
I have read and understood the notice set out above and agree to be bound by its terms;
- (i) I am a resident of or located in the United Kingdom or another jurisdiction where the access to the Information by me does not constitute a violation of the relevant laws of such jurisdiction;
- (ii) I am not resident of or located in a Restricted Jurisdiction and I am not acting on behalf of someone who is resident or located in a Restricted Jurisdiction; and
- (iii) I will not copy, forward, transfer or distribute (by any means including by electronic transmission) in whole or in part any Information to any person who is or may be resident or located in a Restricted Jurisdiction.
If you are not able to give these confirmations (as applicable), you should click on DECLINE below as we cannot provide you with the information contained on this Microsite.
