Recommended offer for the ordinary share capital of Styles & Wood Group plc (“S&W”) by Central Square Holdings Limited (“Central Square”) (“Acquisition”) by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (“Scheme”)
THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION PUBLISHED BY S&W AND/OR CENTRAL SQUARE RELATING TO THE ACQUISITION. ACCESS TO THIS SECTION OF THE WEBSITE (“Microsite”) MAY BE RESTRICTED UNDER SECURITIES LAWS 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 SECTION OF THE WEBSITE.
NOTE: ELECTRONIC VERSIONS OF THE MATERIAL YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THIS MICROSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
S&W shareholders who are resident in, ordinarily resident in, or who are citizens of any jurisdiction outside the United Kingdom (“U.K.”) where the publication or distribution of the information contained in this Microsite would violate the law of that jurisdiction or would result in a requirement to comply with any governmental or other consent on any registration, filing or other formality which S&W regards as unduly onerous (“Restricted Jurisdiction”) should consult their appropriately authorised independent professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to participate in the Acquisition. If a S&W shareholder is in any doubt as to his eligibility to participate in the Acquisition, he should immediately contact his independent professional adviser who is authorised and regulated in the U.K. by the Financial Conduct Authority and the Prudential Regulatory Authority.
If you would like information on the Acquisition please read this notice carefully – it applies to all persons who view this Microsite and, depending on where you live, it may affect your rights.
Basis of access
The information contained on this Microsite in respect of the Acquisition 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 Scheme or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The full terms and conditions of the Acquisition will be set out in the formal Scheme documentation (“Scheme Documents“). In considering the Acquisition, S&W shareholders should only rely on the information contained, and procedures described, in the formal Scheme Documents.
Please note that this notice may be altered or updated. You should read it in full each time you access the site.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and S&W 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.
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 documents published by S&W or Central Square.
In relation to any document, announcement or information contained in the Microsite, the only responsibility accepted by the directors of S&W 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 S&W, or any of the companies themselves or any of their 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.
The information on this Microsite, including information included or incorporated by reference, contains “forward-looking statements” concerning S&W that are subject to risks and uncertainties. Often, but not always, forward-looking statement can be identified by the use of forward-looking words such as “plans”, “expects”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “targets”, “aims”, “projects” or words or terms of similar substance or the negative thereof, as well as variations of such phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might”, or “will” be taken, occur or be achieved. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or implied in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond S&W’s ability to control or estimate precisely, such as future market conditions and changes in regulatory environment. S&W cannot give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. S&W does not undertake any obligation to update or revise publicly any of these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law or regulation.
The materials contained on this Microsite contain information in respect of the Acquisition / Scheme. Viewing this information may not be lawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident or located outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
The implications of the Acquisition for persons who are resident in, ordinarily resident in or who are citizens of, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in, ordinarily resident in or who are not citizens of, the United Kingdom should inform themselves about and observe any applicable requirements. It is the responsibility of each of the S&W shareholder resident in, ordinarily resident in or citizens of, a jurisdiction outside the United Kingdom to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental exchange control or other consents which may be required or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. Any failure to comply with such applicable requirements may constitute a violation of the securities laws of any such jurisdictions. If you are not permitted to view any communication or document in relation to the Acquisition / Scheme by virtue of applicable laws or regulatory requirements, please exit this Microsite.
If you are not resident or located in a Restricted Jurisdiction you may access the information contained in this Microsite but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction.
Accordingly, by clicking “I agree” below, you represent that you are not resident in, ordinarily resident in, or are a citizen of any Restricted Jurisdiction and that S&W is lawfully entitled to make the content of any communication or document in relation to the Acquisition / Scheme available to you under applicable securities laws. If you are unable to give this representation, do not view the content of any communication or document in relation to the Acquisition / Scheme.
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. S&W does not assume any responsibility for any violation by any person of any of these restrictions.
This Microsite contains information that has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers 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.
Additional U.S. Information
The Acquisition relates to the securities of a U.K. company and is subject to U.K. procedural and disclosure requirements that are different from those of the United States (the “U.S.”). Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-U.S. accounting standards that may not be comparable to the financial statements of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S. It may be difficult for U.S. holders of shares to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Acquisition since S&W is located in a country other than the U.S., and some or all of its officers and directors may be residents of countries other than the U.S. U.S. holders of shares may not be able to sue S&W or its respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel S&W and its respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
ACCEPTANCE OF DISCLAIMER
Electronic versions of these materials are not directed at or accessible by persons resident 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.