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Possible offer (the “Possible Offer”) by Apax Partners LLP (the “Bidder”) for Pinewood Technologies Group Plc (the “Company”).
THIS PART OF THE WEBSITE RELATES TO THE POSSIBLE OFFER FROM THE BIDDER FOR THE ENTIRETY OF THE SHARE CAPITAL OF THE COMPANY. YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT THE COMPANY HAS DESIGNATED FOR THE PUBLICATION OF DOCUMENTS AND INFORMATION IN CONNECTION WITH THE POSSIBLE OFFER. PLEASE READ THE FOLLOWING DISCLAIMER AND SIGNIFY YOUR APPROVAL OR DISAPPROVAL TO ITS TERMS BY CLICKING ON THE APPROPRIATE BUTTON AT THE BOTTOM OF THE PAGE. THIS PART OF THE WEBSITE CONTAINS DOCUMENTS AND INFORMATION PUBLISHED BY THE COMPANY IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS. INFORMATION RELATING TO THE POSSIBLE OFFER IS BEING MADE AVAILABLE ON THIS PART OF THE WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
1. ACCESS TO THE INFORMATION
Please read this notice carefully. It applies to all persons who view this part of the website and, depending on who you are and where you live, it may affect your rights or responsibilities. This part of the Company’s site contains information and documents relating to the Possible Offer (the “Information”). Please note that in connection with the Possible Offer, the Information 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 this part of the website. In addition, the contents of this part of the site, and its accessibility by certain persons, may be amended at any time in whole or in part at the sole discretion of the Company.
For regulatory reasons, the Company must ensure that persons seeking to access this part of the website are made aware of the appropriate regulations for the country which they are in. In order to view the Information, you must read the following and then press “I AGREE” to confirm that you have read and understood this disclaimer. If you are unable to confirm that you have read and understood this disclaimer, you should press “I DECLINE” and you will not be able to view the Information.
2. OVERSEAS PERSONS
Viewing or distribution of the Information may not be lawful in certain jurisdictions (“Restricted Jurisdictions”) and may be restricted by law and therefore persons viewing this part of the website, and into whose possession Information 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.
By clicking “I AGREE” below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that the Company is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give this representation, please do not view the Information.
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 part of the website by clicking on the “I DECLINE” box below and seek independent advice. You should not download, mail, forward, distribute, send or share the Information contained in this part of the website to any person and in particular to any person in a Restricted Jurisdiction.
To the fullest extent permitted by applicable law, the Company and its directors, employees, agents and advisers, disclaim any and all responsibility or liability for the violation of such restrictions by any person.
3. NOTICE TO US HOLDERS
The information contained on this website does not constitute an offer of securities for sale in the United States. No securities have been, or will be, registered under the US Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction in the United States. No securities may be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within, into or in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
The Company’s shareholders ordinarily resident in the United States or with a registered addresses in the United States (and any custodian, nominee or trustee holding Company shares for persons in the United States or with a registered addresses in the United States) (“US Holders”) should note that the Possible Offer relates to the securities of an English company with a listing on the London Stock Exchange’s main market and is subject to UK procedural and disclosure requirements that are different from those in the US.
It may be difficult for US Holders of Company shares to enforce their rights and claims arising out of US federal securities laws since the Company is organised in a country other than the United States and some or all of its officers and directors may be residents of, and some or all of its assets may be located in, jurisdictions other than the United States. US Holders may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.
4. BASIS OF ACESS TO INFORMATION
The Information is being made available in good faith and for information purposes only and is subject to these terms and conditions. Any person seeking access to the Information represents and warrants to the Company that they are doing so legally and for information purposes only. Making the Information available in electronic format is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Possible Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.
Company shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. If you are a Company shareholder you should take no action based on the Information. Whilst the Possible Offer has put the Company into an ‘offer period’ under the Takeover Code (the “Code”), there can be no certainty that a firm offer will be made. Any such firm offer will be made solely by means of either an offer document (if such a firm offer is to be implemented by way of a takeover offer pursuant to Part 28 of the Companies Act 2006 (the “Act”)) or a scheme document (if such a firm offer is to be implemented by means of a scheme of arrangement pursuant to Part 26 of the Act), which will contain the full terms and conditions of any such firm offer, including details on how it may be accepted. Any action required by Company shareholders in connection with the Possible Offer will only be set out in documents sent to or made available to Company shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
The Information 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 the Company.
5. FORWARD LOOKING STATEMENTS
Some of the Information relating to the Possible Offer may include statements that are or may be deemed to be “forward-looking statements”. All statements other than statements of historical facts included in this part of the website relating to the Possible Offer may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “goals”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects”, “hopes”, “continues”, “would”, “could”, “should” or words or terms of similar substance or the negative thereof, are forward-looking statements.
Forward looking statements may include statements relating to the following non-exhaustive elements:
1. statements relating to the expected benefits of the acquisition;
2. the background to, and reasons for, the Possible Offer;
3. expectations of the impact of the acquisition on revenue and earnings;
4. future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and
5. business and management strategies and the expansion and growth of the Company’s operations and potential synergies resulting from the Possible Offer.
These forward looking statements are prospective in nature and are not based on historical facts, but rather on the current expectations, assessments and assumptions of the management of the Company and the Bidder about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements.
Such forward-looking statements include statements about the expected effects of the Possible Offer on the Company or the Bidder and all other statements other than historical facts. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of the Company or the Bidder. Neither the Company nor any of its respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them assumes any obligation to update or correct the Information (whether as a result of new information, future events or otherwise) except as required by applicable law.
Unless expressly stated otherwise, no statement contained or referred to in this part of the website is intended to be a profit forecast.
6. RESPONSIBILITY
In relation to any Information, the only responsibility accepted by the directors of the Company is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Documents included in this part of the website speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law, the Company expressly disclaims any obligation to disseminate, after the date of the posting of Information, any updates or revisions to any statements in such Information to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
None of the directors of the Company or its affiliated companies have reviewed, and none of them shall have any responsibility for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
If you are in any doubt about this part of the website, or what action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
THE INFORMATION MAY NOT BE 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 THE COMPANY REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS PART OF THE WEBSITE REPRESENTS AND WARRANTS TO THE COMPANY THAT THEY ARE DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY.
7. GOVERNING LAW
This notice shall be governed by, and interpreted in accordance with English law.
8. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF THIS DISCLAIMER
To visit the following pages of this website, you must confirm that you have understood the above disclaimer and agree to comply with the restrictions.
By selecting “I AGREE” below, you:
1. confirm you have read and understood the disclaimer set out above;
2. agree to be bound by these terms;
3. represent and warrant to the Company that you intend to access this part of the website for information purposes only;
4. confirm that you are permitted to proceed to this part of the website and that you are not (nor do you act on behalf of someone who is) subject to any laws or other local requirements that prohibit or restrict you from viewing the information contained in this part of the website and you are not resident in any Restricted Jurisdiction or in any country that renders the accessing of this part of the website or parts of it illegal; and
5. agree that you will not print, download, or otherwise seek to copy, mail, forward, transmit, transfer, distribute or send (directly or indirectly) any documents included in this part of the website either in whole or in part to any person in any other jurisdiction where such distribution may be restricted by applicable law or regulation.
If you are not able to give these confirmations, you should click on “I DECLINE” below.