Proposed offer for entire issued and to be issued share capital of Fossa plc (“Fossa”) by Fossa Holdco Limited (“Bidco”), an entity owned and controlled by Asterion Industrial Infra Fund I, FCR, acting by Asterion Industrial Partners, SGEIC, S.A. as management company (“Asterion”) (the “Offer”).
You are attempting to enter the Microsite which is designated for the publication of electronic versions of materials relating to the Offer.
ACCESS TO THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT OR LOCATED IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE MICROSITE. THE MICROSITE IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT OR LOCATED IN IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION (A “RESTRICTED JURISDICTION”).
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY BIDCO RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “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.
Please read this notice carefully – it applies to all persons who view the Microsite and, depending upon who you are and where you are resident or located, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time, and should be read in full carefully each time you visit this part of the website. In addition, the contents of the Microsite may be amended at any time, in whole or in part, at our sole discretion.
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 Offer or otherwise. The Offer would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely and only on the basis of the information provided in any such document.
Nothing on the Microsite, nor anything which can be downloaded from it, is intended to, or does, constitute or form any part of an offer for sale or subscription of, or any solicitation for any offer to purchase or subscribe for, any securities, or the solicitation of any votes attaching to securities which are the subject of the Offer in any Restricted Jurisdiction.
Access to the Microsite
To allow you to view the Information, you must read this notice in its entirety and then click “AGREE”. If you are unable to confirm you must click “DISAGREE”.
Persons outside the United Kingdom
This Information is not directed at or intended to be accessible by persons resident or located in any Restricted Jurisdiction.
Viewing the Information you are seeking to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view the Information. Any persons outside the United Kingdom who wish to view the Information must first satisfy themselves that they are not subject to any requirements that prohibit or restrict them from doing so and should inform themselves about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.
If you are not a resident of or located in a Restricted Jurisdiction, you may access any communication or document in relation to the Offer, 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 any communication or document in relation to the Offer by virtue of applicable laws or regulatory requirements, please exit this Microsite.
Basis of access
The Information is made available in good faith and 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 Offer or otherwise in any Restricted Jurisdiction.
The Information has been prepared for the purposes of complying with English law and the 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.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and Asterion and Bidco have, and accept, no responsibility or duty to update any such information, document or announcement and reserve the right to add to, remove or amend any information reproduced on this Microsite at any time.
Similarly, copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction.
If you are not permitted to view materials on this Microsite or are in any doubt as to whether you are permitted to view these materials, please exit this Microsite and seek independent advice. Neither Asterion nor Bidco nor any of their respective advisers assumes any responsibility for any violation by any person of any of these restrictions.
In relation to any document, announcement or information contained in the Microsite, the only responsibility accepted by the directors of Bidco is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither the directors of Bidco, nor any of their respective 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 this Microsite by a third party.
Additional U.S. Information
Fossa shareholders in the United States should note that the Offer relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, the law of England and Wales. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, (the “US Exchange Act”) will apply to such scheme. Moreover the scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement (including, without limitation, with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments), which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. If Bidco were to elect to implement the Offer by means of a takeover offer, such takeover offer would not be extended into the United States. In addition to any such takeover offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares in Fossa outside such takeover offer before or during the period in which such takeover offer would remain open for acceptance. Such purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. If such purchases or arrangements to purchase were to be made they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service of the UK Listing Authority and will be available on the London Stock Exchange website.
Financial information included in this Microsite has been or will be prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
Fossa and Bidco are organised under the laws of England and Wales. All of the officers and directors of Bidco and Fossa are residents of countries other than the United States. It may not be possible to sue Fossa and/or Bidco in a non-US court for violations of US securities laws. It may be difficult to compel Fossa, Bidco and/or their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.
The Information (including information incorporated by reference) in this Microsite may contain forward-looking statements regarding Fossa’s, Bidco’s and/or Asterion’s financial position and the current expectations of the management of Fossa, Bidco and/or Asterion regarding business strategy, plans and objectives for future operations and are naturally subject to uncertainty and changes in circumstances. All statements other than statements of historical facts included in any document are, or may be deemed to be, forward-looking statements. Forward-looking statement are statements of future expectations that are based on Fossa’s, Bidco and/or Asterion’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements often use words such as “anticipate”, “believe”, “intend”, “estimate”, “expect”, “target”, “may”, “should”, “will” and words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, and you are cautioned not to place undue reliance on such statements. All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.
There are a number of factors that could affect the future operations of Bidco (and/or Fossa and the Fossa subsidiaries, as applicable) and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to (a) loss of market share and industry competition; (b) environmental and physical risks; (c) legislative, fiscal and regulatory developments, including regulatory measures addressing climate change; (d) economic and financial market conditions in various countries and regions; (e) political risks; (f) changes in trading conditions; and (g) changes in general economic, business and political conditions.
These forward-looking statements speak only as of the date of the respective documents. Bidco and Asterion expressly disclaim any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required). In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
If you are in any doubt about the contents of the 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 or, if you are resident or located outside the United Kingdom, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.
Acceptance of Disclaimer
Electronic versions of the Information are not directed at or accessible by persons resident or located in any Restricted Jurisdiction. Accordingly, you may only access the Microsite if you are able to provide the below confirmations. If you are resident or located in any Restricted Jurisdiction, you must click on the relevant box below in order to exit the Microsite.
Confirmation of understanding and acceptance
In order to view the Information on the Microsite, please click on the “AGREE” box below. By clicking on the “AGREE” 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 certify that I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the Information of the Microsite does not constitute a violation of the relevant laws and regulations of such jurisdiction and I am not acting on behalf of someone who is resident or located in a Restricted Jurisdiction.
– I agree that I will not copy, forward, transfer or distribute (by any means including electronic transmission) any documents included in the Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
– I represent and warrant to Asterion and Bidco that I intend to access this Microsite for information purposes only.
If you are not able to give these confirmations, you should click on DISAGREE below.