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[Following a 2.4 “possible offer” announcement: possible offer (“POSSIBLE OFFER”) for [FULL NAME OF Target] (“[Target]”) BY [FULL NAME OF Bidder] (“[BIDDER]”) [A WHOLLY-OWNED SUBSIDIARY OF [FUNDS ADVISED BY] [FULL NAME OF FUND ADVISER/MANAGER] (“[FUND MANAGER]”)]
[Following a 2.7 “firm offer” announcement: RECOMMENDED CASH ACQUISITION (“ACQUISITION”) OF [FULL NAME OF Target] (“[Target]”) BY [FULL NAME OF Bidder] (“[BIDDER]”) [A WHOLLY-OWNED SUBSIDIARY OF [FUNDS ADVISED BY] [FULL NAME OF FUND ADVISER/MANAGER] (“[FUND MANAGER]”)]
ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. 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. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO OBTAIN A CONSENT OR COMPLY WITH ANY OTHER FORMALITY WHICH [BIDDER] REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
THIS MICROSITE CONTAINS CERTAIN ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY [BIDDER] AND/OR [TARGET] RELATING TO THE [POSSIBLE OFFER/ACQUISITION] IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “TAKEOVER CODE”). THE INFORMATION 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.
NO OFFER CAN BE VALIDLY ACCEPTED (OR, IF SUCH OFFER IS TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT, VOTED IN FAVOUR OF) BY [TARGET] OR ITS SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THIS WEBSITE.
1. Access to the Offer
Please read this notice carefully – it applies to all persons who view the Information contained in this Microsite and, depending upon who you are and where you are located, it may affect your rights or responsibilities. Please note that, [if the Possible Offer progresses/as the Acquisition progresses], the Information on the Microsite as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit the Microsite.
To allow you to view the Information about the [Possible Offer/Acquisition], you have to read the following then click “I ACCEPT“. If you are unable to agree, you should click “I DECLINE” and you will not be able to view any Information about the [Possible Offer/Acquisition].
The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the [Possible Offer/Acquisition] or otherwise. The [Possible Offer will/Acquisition would] be made solely by means of an offer or scheme document which would contain the full terms and conditions of such [offer/Acquisition], including details on how it may be accepted. Any decision made in relation to the [Possible Offer/Acquisition] should be made solely and only on the basis of the information provided in any such document.
2. Overseas jurisdictions
This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside the United Kingdom who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY RESTRICTED JURIDICTION.
This Microsite contains Information that has been prepared for the purposes of complying with English law and the Takeover Code 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 and Wales.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.
Additional U.S. information
The [Possible Offer/Acquisition] relates to the securities of an English company and is subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial 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 United States. 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/Acquisition], since [Bidder] and [Target] are located in a country other than the United States, and some or all of their respective officers and directors may be residents of countries other than the United States. US holders of shares may not be able to sue [Bidder], [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 [Bidder], [Target] and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.
You should be aware that [Bidder] may purchase or arrange to purchase [Target] shares otherwise than under any offer or scheme related to the [Possible Offer/Acquisition], such as in the open market or privately negotiated purchases
3. Forward-looking statements
This Microsite and the Information contained in it may contain statements about [Bidder][, [Fund Manager]] and [Target] that are or may be deemed to be forward looking statements.
All statements other than statements of historical facts may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects” or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of [Bidder]’s][, [Fund]’s] or [Target]’s operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on [Bidder]’s][, [Fund]’s] or [Target]’s business.
These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to [any offer/the Acquisition], as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers’ strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and exchange rates, the outcome of any litigation . Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the document within which the statement is contained. All subsequent oral or written forward-looking statements attributable to [Bidder][, [Fund Manager]] or [Target] or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. [Bidder][, [Fund Manager]] and [Target] disclaim any obligation to update any forward-looking or other statements contained in in this Microsite, except as required by applicable law.
In relation to any offer-related materials accessible on this Microsite please note any statement of responsibility contained therein.
The Information and documents included in this Microsite issued or published by [Bidder] speak only at the specified date of the relevant document or announcement reproduced on this Microsite and [Bidder], [[Fund Manager],] the members of the [Bidder] Group, [Target] and the members of the [Target] Group have, and accept, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other offer-related materials issued or published by any third party, or which relate to any third party, that are accessible on this Microsite, the only responsibility accepted by [Bidder] and its directors is for the correctness and fairness of its reproduction.
The directors of each of [Bidder], [[Fund Manager],] the members of the [Bidder] Group, [Target] and the members of the [Target] Group have not 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.
[[●], which is [authorised by the Prudential Regulation Authority (“PRA”) and regulated in the United Kingdom by the Financial Conduct Authority (“FCA”) and the PRA][authorised and regulated in the United Kingdom by the Financial Conduct Authority (“FCA”)], is acting as financial adviser to [Bidder] [and [Fund Manager]] and for no one else in connection with the [Possible Offer/Acquisition] and will not be responsible to anyone other than [Bidder] [and [Fund Manager]] for providing the protections afforded to its clients nor for providing advice in relation to the [Possible Offer/Acquisition], the contents of this Microsite or any other matters referred to in the Information.]
[●], which is [authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA][authorised and regulated in the United Kingdom by the FCA], is acting as financial adviser to [Target] and for no one else in connection with the [Possible Offer/Acquisition] and will not be responsible to anyone other than [Target] for providing the protections afforded to its clients nor for providing advice in relation to the [Possible Offer/Acquisition], the contents of this Microsite or any other matters referred to in the Information.
If you are in any doubt about the contents of this Microsite 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 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.
6. Confirmation of understanding and acceptance of disclaimer.
BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, YOU CERTIFY THAT:
(i) you have read and understood the notice set out above and agree to be bound by its terms;
(ii) you are not (nor do you act on behalf of someone who is) resident in any country that renders the accessing of the materials on this Microsite or parts of it illegal;
(iii) you will not forward, transfer or distribute (by any means including by electronic transmission) any of the materials on this Microsite to any other person at any time;
(iv) you represent and warrant to [Bidder] that you intend to access this Microsite for information purposes only.
If you are not able to give these confirmations, you should click on I DECLINE below.