THIS MICROSITE (THE “MICROSITE”) RELATES TO THE RECOMMENDED CASH ACQUISITION BY DIVITIAS BIDCO LIMITED (“BIDCO”), AN INDIRECT SUBSIDIARY OF FUNDS MANAGED BY MAYFAIR EQUITY PARTNERS LLP AND ITS AFFILIATES, OF NASSTAR PLC (“NASSTAR”), TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006 (THE “ACQUISITION”).
YOU ARE ATTEMPTING TO ENTER THE MICROSITE THAT BIDCO HAS DESIGNATED FOR THE PUBLICATION OF DOCUMENTS AND INFORMATION IN CONNECTION WITH THE ACQUISITION. PLEASE READ THE FOLLOWING DISCLAIMER AND SIGNIFY YOUR APPROVAL OR DISAPPROVAL BY CLICKING ON THE APPROPRIATE BUTTON AT THE BOTTOM OF THE PAGE. INFORMATION RELATING TO THE ACQUISITION IS BEING MADE AVAILABLE ON THIS MICROSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
ACCESS TO INFORMATION RELATING TO THE ACQUISITION
Please read this notice carefully; it applies to all persons who view this Microsite and, depending upon who you are and where you live, it may affect your rights or responsibilities. This Microsite contains information relating to the Acquisition. Please note that, as the Acquisition progresses, the information contained on this 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 this Microsite.
For regulatory reasons, Bidco must ensure that persons seeking to access this Microsite are made aware of the appropriate regulations for the country which they are in. In order to view information relating to the Acquisition on this Microsite, 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 disagree” and you will not be able to view any such information.
Viewing or distribution of the information contained in this Microsite may not be lawful in certain jurisdictions and may be restricted by law and therefore persons viewing this Microsite, and into whose possession any information in this Microsite 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.
If you are not permitted to view the information contained in this Microsite, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage by clicking on the “I disagree” box below.
NOTICE TO US HOLDERS
Nasstar shareholders ordinarily resident in the United States or with a registered address in the United States (and any custodian, nominee or trustee holding Nasstar shares for persons in the United States or with a registered address in the United States) (“US Holders”) should note that the Acquisition relates to the securities of an English company with a listing on the London Stock Exchange and is proposed to be implemented pursuant to a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended. Accordingly, the Acquisition will be subject to procedural and disclosure requirements and practices applicable to a scheme of arrangement involving a target company in England listed on the London Stock Exchange, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. If in the future Bidco exercises the right to implement the Acquisition by way of a takeover offer and determines to extend the offer into the United States, the takeover offer will be made in compliance with applicable United States laws and regulations. Financial information disclosed in respect of the Acquisition has been or will have been prepared in accordance with non-US accounting standards that 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.
It may be difficult for US Holders of Nasstar shares to enforce their rights and claims arising out of the US federal securities laws since Bidco and Nasstar are organised in countries other than the United States and some or all of their officers and directors may be residents of, and some or all of their 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.
BASIS OF ACCESS TO INFORMATION RELATING TO THE ACQUISITION
The information relating to the Acquisition that can be accessed via this Microsite 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 this Microsite represents and warrants to Bidco that they are doing so legally and for information purposes only. Making information relating to the Acquisition available in electronic format on this Microsite 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 Acquisition or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.
Nasstar shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. If you are an Nasstar shareholder you should take no action based on the information available on this Microsite. Any action required by Nasstar shareholders in connection with the Acquisition will only be set out in documents sent to or made available to Nasstar 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 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 Bidco or Nasstar.
Some of the information contained in this Microsite 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 Microsite 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 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; and (ii) business and management strategies and the expansion and growth of Bidco’s or Nasstar’s or the combined group’s operations and potential synergies resulting from the Acquisition.
These 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 Bidco and Nasstar 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 Acquisition on Bidco, Nasstar and the combined group, the expected timing and scope of the Acquisition, synergies, other strategic options 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 Bidco or Nasstar. Neither Bidco nor Nasstar, nor any of their 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 contained in this Microsite (whether as a result of new information, future events or otherwise) except as required by applicable law.
In relation to any document, announcement or information contained in this 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.
Documents included in this Microsite speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law Bidco expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Acquisition on this Microsite, any updates or revisions to any statements in the Acquisition to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
None of the directors of Bidco 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 Microsite by a third party.
If you are in any doubt about this Microsite, 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 RELATING TO THE ACQUISITION THAT IS CONTAINED IN THIS MICROSITE 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 BIDCO REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS MICROSITE REPRESENTS AND WARRANTS TO BIDCO THAT THEY ARE DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY.
This notice shall be governed by, and interpreted in accordance with, English law.
CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER
I have read and understood the disclaimer set out above. I represent and warrant to Bidco that I intend to access this Microsite for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities. I agree to be bound by its terms. I confirm that I am permitted to proceed to this Microsite and that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this Microsite or parts thereof illegal.
I agree that I will not forward, transmit, transfer, distribute (directly or indirectly, by any means including by electronic transmission) any documents included in this Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.