disclaimer - important
Proposed offer for the entire issued and to be issued ordinary share capital of Nasstar Plc (the “Company” or “Nasstar”)
THE PROPOSED OFFER IS FROM DIVITIAS BIDCO LIMITED (A WHOLLY OWNED INDIRECT SUBSIDIARY OF FUNDS MANAGED BY MAYFAIR EQUITY PARTNERS LLP (“BIDDER”) FOR THE ENTIRE ISSUED AND TO BE ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY NOT ALREADY OWNED BY BIDDER. IT IS INTENDED THAT THE BID WILL BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006.
ACCESS TO THIS SECTION OF THE COMPANY’S WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS WHICH APPLY IN CERTAIN AND DIFFERING JURISDICTIONS. THIS DISCLAIMER 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 (WHICH IS AVAILABLE TO YOU ONLY ON THE BASES DESCRIBED IN THIS NOTICE). THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS WHO ARE RESIDENT OR WHO ARE DEEMED TO BE RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
THIS SECTION OF THE COMPANY’S WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY THE COMPANY RELATING TO THE PROPOSED OFFER FOR THE COMPANY’S ISSUED
AND TO BE ISSUED ORDINARY SHARE CAPITAL IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO COMPLIANCE WITH THE TERMS AND CONDITIONS SET OUT BELOW.
Access to the Information
You should read this notice carefully and if you do not understand its contents then you should take professional advice before continuing. The notice applies to all persons who view this part of the Company’s website and, depending upon your legal status and location (or deemed location), it may affect your position. This notice and the information contained in this section of the Company’s website may be altered or updated from time to time, and should be read in full carefully each time you visit this part of the Company’s website.
No profit forecast
No statement in any document contained in this area of the website is intended as a profit forecast or a profit estimate for any period and no statement in any document contained in this area of the website should be interpreted to mean that the earnings or earnings per share of Nasstar for current or future financial years will necessarily match or exceed the historical published earnings per share for Nasstar.
Forward looking statements
This area of the website contains “forward-looking statements”. These statements are based on the current expectations of Nasstar’s management and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this area of the website include statements relating to the expected effects of the proposed offer on Nasstar, the expected timing and scope of the offer, and other statements other than historical facts.
Forward-looking statements include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates” and words of similar import. Although Nasstar believes that the expectations reflected in such forward-looking statements are reasonable, Nasstar can give no assurance that such expectations will prove to be correct. 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. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include: economic conditions; significant price discounting by competitors; changes in consumer habits and preferences; competitive product and pricing pressures. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.
Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results. Nasstar assumes no obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
In relation to any document, announcement or information contained in this area of the website, the only responsibility accepted by the directors of Nasstar (the “Responsible Persons“) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons, nor Nasstar itself have reviewed and none of them is responsible 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.
The documents included in this area of the website speak only at the specified date of the relevant document and Nasstar has no and accepts no responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).
If you are in any doubt about the contents of this area 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.
The information contained herein is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction (a “Restricted Jurisdiction”), and the availability of the Information (and any related offer, which may not be forthcoming) to shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable regulatory and legal requirements.
In particular, Nasstar’s shares have not been, and are not intended to be, registered under US Securities Act 1933 (the “Act”), and any offer for the Company would not be made, directly or indirectly, in or into, a Restricted Jurisdiction and any such offer would not be capable of acceptance from or within a Restricted Jurisdiction except pursuant to an applicable exemption.
If you are not permitted to view the Information on this website, or by accessing it and/or viewing the Information would result in a breach of any of the above, or you are in any doubt as to whether you are permitted to access and/or to view the Information, you should exit this web page.
Confirmation of understanding and acceptance of disclaimer
· I confirm that I am permitted to proceed to this part of the Company’s website 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 area of the Company’s website or parts thereof illegal.
· I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the Company’s website 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 Nasstar that I intend to access this area of the Company’s website 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 the terms of the notice set out above and I confirm that I am permitted to proceed to this part of the site.