Offer for the entire issued and to be issued share capital of Pires Investments plc (“Pires“) by Tern plc (“Tern“) (the “Offer“).
YOU ARE ATTEMPTING TO ENTER AN AREA OF THE WEBSITE (THE “MICROSITE”) WHICH IS DESIGNATED FOR THE PUBLICTION OF ELECTRONIC VERSIONS OF MATERIALS RELATING TO THE OFFER.
ACCESS TO THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS 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 MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO OBTAIN ANY CONSENT OR COMPLY WITH ANY OTHER FORMALITY WHICH PIRES REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
THIS MICROSITE CONTAINS CERTAIN ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION“) PUBLISHED BY TERN AND/OR PIRES RELATING TO THE OFFER IN COMPLIANCE WITH THE UNITED KINGDOM (“UK“) 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.
THE SCHEME OF ARRANGEMENT CANNOT BE VALIDLY VOTED IN FAVOUR OF (OR, IF THE OFFER IS TO BE EFFECTED BY A TAKEOVER OFFER, VALIDLY ACCEPTED) BY PIRES OR ITS SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THIS MICROSITE.
Access to the Information
If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. Pires reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of Pires.
To allow you to view information about the Offer, you must read this notice and then click “I ACCEPT“. If you are unable to agree, you should click “I DECLINE” and you will not be able to view information about the Offer.
The Information contained in this Microsite is not intended to and does not constitute, or form part of, an offer to purchase or otherwise acquire or to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or otherwise acquire or to sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction in which such offer or solicitation is unlawful. It is intended that the Offer will 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.
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 Pires
This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons (including custodians, nominees and trustees) resident outside of the UK who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
PERSONS (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY RESTRICTED JURISDICTION.
This Microsite contains Information that 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.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.
Neither Pires nor any of its advisors assumes any responsibility for any violation by any person of these restrictions.
Additional US Information
Pires shareholders in the United States of America and its territories and possessions (“US“) should note that the Offer relates to the securities of an English company and is subject to UK procedural and disclosure requirements that are different from those of the US. The Offer is proposed to be made by means an offer or by a court sanctioned scheme of arrangement, each of which is provided for under, and governed by, English law which is subject to UK procedural and disclosure requirements that are different from those of the US. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the scheme of arrangement. Moreover, the Offer will be subject to the disclosure requirements and practices applicable in the UK to court sanctioned schemes of arrangement or takeover offers, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules.
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 US. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer, since Pires is located in a country other than the US, and some or all of its officers and directors may be residents of countries other than the US. US holders of shares may not be able to sue Pires or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel Pires and its affiliates to subject themselves to the jurisdiction or judgment of a US court.
You should be aware that Tern may purchase or arrange to purchase Pires shares otherwise than under any offer or scheme undertaken to give effect to the Offer, such as in open market or privately negotiated purchases until the date on which the Offer becomes effective, lapses or is otherwise withdrawn. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange, which is a regulatory information service, and will be available on the London Stock Exchange website at:
This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of Tern and its subsidiaries and subsidiary undertakings (the “Tern Group”), and Pires and its subsidiaries and subsidiary undertakings (the “Pires Group”).
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 management’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 include, among other things, statements concerning the potential exposure of Pires and the members of the Pires Group (and/or, as relevant, Tern and the members of the Tern Group) to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, 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.
There are a number of factors that could affect the future operations of Pires and the members of the Pires Group (and/or, as relevant, Tern and the members of the Tern Group) 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) changes in demand for Pires’s products and services; (b) industry competition; (c) changes in trading conditions; (d) currency fluctuations and (e) changes in general economic, business and political conditions.
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 contained in this Microsite speaks only as at the specified date of the relevant document within which the statement is contained. None of Tern, the Tern Group, Pires or the Pires Group undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information other than in accordance with its legal or regulatory obligations (including under the UK Listing Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority). In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.
No profit forecasts or estimates
Save as specifically stated in the Microsite, no statement is intended or shall be deemed to be a forecast, projection, estimate or a quantified financial benefit statement, within the meaning of Rule 28 of the Code, of the future or past financial performance of Pires or Tern for any period and no statement should be interpreted to mean that cash flow from operations, earnings, or earnings per share or income of those persons (where relevant) for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, earnings, earnings per share or income of those persons (as appropriate).
In relation to any materials accessible on this Microsite please note any statement of responsibility contained therein.
The documents included in this Microsite issued or published by Pires speak only at the specified date of the relevant document and Pires, the members of the Pires Group, Tern and the members of the Tern Group have, and accept, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other materials issued or published by any third party, or which relate to any third party, that are accessible on this Microsite, the only responsibility accepted by Tern and its directors is for the correctness and fairness of its reproduction.
The directors of each of Pires, any member of the Pires Group, Tern and any member of the Tern Group have not 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 or from this Microsite.
If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from, if you are located inside the UK, an independent financial adviser authorised under the UK Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.
Confirmation of understanding and acceptance
By clicking on the “I ACCEPT” button below, you certify that:
- you have read and understood the notice set out above and agree to be bound by its terms and you understand that it may affect your rights or responsibilities.
- you are not (nor do you act on behalf of someone who is) resident in any Restricted Jurisdiction or any country that renders the accessing of the materials on this Microsite or parts of it illegal.
- you will not print, download, or otherwise seek to copy, mail, forward, distribute or send (by any means including by electronic transmission) any of the materials on this Microsite either in whole or in part to any other person at any time.
- you represent and warrant to Pires that you intend to access this Microsite for information purposes only.
If you are not able to give these confirmations, you should click on “I DECLINE” below