MANDATORY cash offer by Bidder for Target
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You are attempting to enter the part of the website that Bidder has designated for the publication of documents and information in connection with the mandatory cash offer by Bidder to acquire the entire issued share capital of Target (the ‘Offer’).
This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities. Bidder 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 this area of the website may be amended at any time in whole or in part at the sole discretion of Bidder.
THE INFORMATION ON THIS PART OF THE BIDDER WEBSITE IS BEING MADE AVAILABLE TO YOU ON THIS PART OF THE WEBSITE BY BIDDER IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. ANY INFORMATION MADE AVAILABLE ON THIS PART OF THE WEBSITE MAY NOT BE ACCESSED BY, DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH BIDDER REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS PART OF BIDDER’S WEBSITE REPRESENTS AND WARRANTS TO BIDDER THAT THEY ARE DOING SO FOR INFORMATION PURPOSES ONLY. IF YOU ARE A TARGET SHAREHOLDER (OR OPTION HOLDER)) YOU SHOULD TAKE NO ACTION BASED ON THE INFORMATION AVAILABLE ON THIS PART OF THE WEBSITE. ANY ACTION REQUIRED BY A TARGET SHAREHOLDER IN CONNECTION WITH THE OFFER WILL ONLY BE SET OUT IN ANY DOCUMENTS THAT MAY BE SENT TO, OR MADE AVAILABLE TO, TARGET SHAREHOLDERS AND ANY DECISION MADE BY SUCH TARGET SHAREHOLDERS SHOULD BE MADE SOLELY AND ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN ANY SUCH DOCUMENTS.
This part of the website and any of the information contained in this part of the website is not intended to and does not constitute or form part of an offer or invitation to purchase or subscribe for, or the solicitation of an offer to sell or otherwise dispose of, any securities, whether pursuant to the merger or otherwise. The offer will be communicated to Target shareholders solely by means of a formal document made available in due course, which will contain the full terms and conditions of the offer.
The information contained in this part of the website and the information contained in this part of the website 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 Bidder and Target.
The release, publication or distribution of any material or information on this part of the website in jurisdictions other than the United Kingdom may be restricted by law and therefore persons viewing this part of the website, and into whose possession any information in this part of the website comes, should inform themselves about, and observe, any applicable restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.
This part of the website and the information contained in this part of the website contain statements which are, or may be deemed to be, “forward-looking statements” which are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. 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”, “targets”, “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. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Bidder or Target to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements of Bidder or Target to differ materially from the expectations of Bidder or Target, as applicable, include, among other things, general business and economic conditions globally, commodity price volatility, industry trends, competition, changes in government and other regulation, including in relation to the environment, health and safety and taxation, labour relations and work stoppages, changes in political and economic stability, disruptions in business operations due to reorganisation activities (arising from the offer or otherwise), interest rate and currency fluctuations, the failure to satisfy any conditions of the merger on a timely basis or at all, the failure to satisfy the conditions of the offer if and when implemented (including approvals or clearances from regulatory and other agencies and bodies) on a timely basis or at all, the inability of the combined group to successfully realise any anticipated synergy benefits if and when the offer is declared wholly unconditional, the inability of the merged group to successfully integrate Bidder and Target’s operations and programmes if and when the offer is declared wholly unconditional, the combined group incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to the offer if and when the offer is declared wholly unconditional. Such forward-looking statements should therefore be construed in light of such factors. Neither Bidder, nor any of its associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this part of the website or the information contained in this part of the website will actually occur. You are cautioned not to place undue reliance on these forward-looking statements.
Other than in accordance with its legal or regulatory obligations (including under the AIM Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority), Bidder is not under any obligation and Bidder expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Not a profit forecast or quantified financial benefit statement
Save as otherwise expressly stated in any relevant information, no statement in this part of the website or the information contained in this part of the website is intended as a profit forecast, a profit estimate or a quantified financial benefit statement within the meaning of Rule 28 of the Takeover Code. No statement in this part of the website or the information contained in this part of the website should be interpreted to mean that the future earnings per share of the combined group, Bidder and/or Target for current or future financial years will necessarily match or exceed the historical published earnings per share of Bidder and/or Target.
The information published by Bidder on this part of the website speaks only at the specified date of the relevant document and Bidder has, and accepts, no responsibility or duty to update or revise such information. Please note that this notice and the information may be altered, updated or removed from time to time (in whole or in part), at the sole discretion of Bidder, and should be read in full carefully each time you visit this section of the website.
In relation to any announcements or other materials related to the Offer published by, or which relate to Bidder, that are accessible on this part of the website, the only responsibility accepted by Bidder and its directors is for the correctness and fairness of its reproduction (unless the responsibility statement in any relevant document says otherwise).
Neither the directors of Bidder, nor Bidder, nor any of their affiliated companies, 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 section of the website.
You should not download, mail, forward, distribute, send or share any of the information on this part of the website to any person. In particular, you should not download, mail, forward, distribute, link or send the information to any jurisdiction where it would be unlawful to do so.
If you are in any doubt about the contents of this part 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.
This notice shall be governed by, and interpreted in accordance with, English law.
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