THIS SECTION OF THE WEBSITE (THE “MICROSITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE “INFORMATION”) PUBLISHED BY W H IRELAND GROUP PLC (THE “COMPANY ”) AND/OR TFG ASSET MANAGEMENT UK LLP (“TFG”) IN CONNECTION WITH THE PROPOSED PLACING BY THE COMPANY AND RELATED PROPOSED WAIVER OF RULE 9 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “TRANSACTION”).
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.
If you would like access to the Information 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 or responsibilities. The Company reserves the right to amend or update this notice at any time and you should read it in full each time you visit the Microsite. In addition, the contents of the Microsite may be amended at any time in whole or in part at the sole discretion of the Company.
The Information does not, nor intends to, constitute or form any part of an offer to sell or otherwise dispose of any securities nor is it an invitation or solicitation of an offer to purchase or otherwise acquire any securities or a solicitation of votes or approval pursuant to the Transaction or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The Information speaks only at the date of the relevant document or announcement and the Company has, and accepts, no responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation).
If you are in doubt about the contents of this Microsite or the action you should take, you should seek advice from an independent financial adviser authorised and regulated in the United Kingdom by the Financial Conduct Authority or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser as to the suitability of any action.
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 the Company or TFG. This notice is governed by and construed in accordance with English law.
In relation to any Information the only responsibility accepted by the Company and 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.
Neither the Company, its affiliated companies, nor any of their directors, employees or advisers 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 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 or would result in a requirement to comply with any governmental or other consent on any registration, filing or other formality which the Company regards as unduly onerous (each a “Restricted Jurisdiction”). Viewing the Information may not be lawful if you are resident or located 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 the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
The Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.
If you are not resident or located in a Restricted Jurisdiction, you may access the Information 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 the Information or are in any doubt as to whether you are permitted to do so, please exit this Microsite and seek independent advice. Neither the Company, its affiliated companies, nor any of their respective directors, employees or advisers 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.
The Transaction relates to the shares of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements 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 shares to bring legal actions or enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Transaction. US holders of shares may not be able to sue the Company or TFG or their respective officers or directors in a non-US court for violations of the US securities laws.
Nothing in this Microsite shall be deemed an acknowledgement that any SEC filing is required or that an offer requiring registration under the US Securities Act of 1933, as amended, may ever occur in connection with the Transaction.
This Microsite and the Information contained in it may contain certain forward-looking statements.
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on 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 include, among other things, statements concerning the potential exposure to market risks and statements expressing expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”, “intend”, “may”, “objectives”, “outlook”, “plan”, “probably”, “project”, “risks”, “seek”, “should”, “target”, “will” and similar terms and phrases.
By their nature, forward looking statements involve risk and uncertainty because they relate to future events and circumstances. There are a number of factors that could cause results and development to differ materially from those expressed in any forward-looking statements included in this Microsite. These factors include, but are not limited to: (a) currency fluctuations; (b) economic, political and financial market conditions in various countries and regions and any changes to such conditions; (c) changes in trading conditions; (d) industry trends; (e) competition; (f) changes in law or regulation; and (g) changes in business strategy.
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. Readers should not place undue reliance on forward-looking statements.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of the Company, TFG, any of their respective affiliates or any of their respective directors, employees or advisers undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. 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 in this Microsite is intended to constitute a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods.
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