Offer for Smart Metering Systems plc (the “Offeree”) by Sienna Bidco Limited (the “Offeror”)
PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBPAGE, AND, DEPENDING ON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS. PLEASE NOTE THAT THIS NOTICE AND THE INFORMATION CONTAINED IN IT MAY BE ALTERED OR UPDATED FROM TIME TO TIME. YOU SHOULD READ IT IN FULL EACH TIME YOU VISIT THE SITE. IN ADDITION, THE CONTENTS OF THIS WEBPAGE MAY BE AMENDED AT ANY TIME IN WHOLE OR IN PART.
ACCESS TO THE MATERIALS CONTAINED IN THIS MICROSITE (THE “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 OR LOCATED IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THE MICROSITE. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT 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 OF THE OFFEREE TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH THE OFFEREE REGARDS AS UNDULY ONEROUS. IF YOU ARE UNABLE, OR HAVE ANY DOUBT WHETHER YOU ARE ABLE, TO PROVIDE THE NECESSARY CONFIRMATION YOU SHOULD PRESS ‘DECLINE’ AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE OFFER.
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY THE OFFEREE AND/OR THE OFFEROR RELATING TO THE OFFER IN COMPLIANCE WITH SCOTTISH LAW, ENGLISH LAW AND THE CITY CODE ON TAKEOVERS AND MERGERS (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 SCOTLAND, ENGLAND AND WALES. 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.
NO OFFER CAN BE VALIDLY ACCEPTED BY THE OFFEREE SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF THE INFORMATION FROM THIS WEBSITE.
The Information does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful. Any offer would be solely made by means of a scheme circular, in the event that the Offer is to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (a “Scheme”) (the “Scheme Document”), or an offer document, in the event that the Offer is to be effected by way of a contractual offer (the “Offer Document”). In deciding whether or not to vote, or procure the vote, in favour of any Scheme (or, if the Offer is to be effected by way of a contractual offer, to accept, or procure the acceptance of, such contractual offer), shareholders of the Offeree should rely only on the information contained, and procedures described, in that Scheme Document (or, if applicable, Offer Document) (in each case, if published).
Access to the Microsite
You are attempting to enter the Microsite that is designated for the publication of documents and information in connection with the proposed cash offer (the “Offer”) by the Offeror to acquire the entire issued and to be issued share capital of the Offeree.
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. The Offeree reserves the right to amend or update this notice at any time and so this notice should be read in full carefully each time you visit this Microsite.
This Microsite contains electronic versions of materials relating to the Offer. The materials you are seeking to access are made available by the Offeree in good faith and for information purposes only and are subject to the terms and conditions set out below. Any person seeking to access this part of the website represents and warrants to the Offeree that they are doing so for information purposes only.
The Information contained in this Microsite is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law or regulations of that jurisdiction or may result in a significant risk of civil, regulatory or criminal exposure, a requirement to comply with any governmental or other consent or any registration, filing or other unduly onerous formality (a “Restricted Jurisdiction”) and the availability of the Information (and any related offer) to shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. The Information is not directed at or accessible by persons resident in any Restricted Jurisdiction. Persons who are not resident in the United Kingdom who wish 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 and should inform themselves of, and observe, any applicable regulatory or legal requirements.
The Information may not be downloaded or accessed by any person or otherwise forwarded, transmitted or shared with any other person, either in whole or in part from, into or within a Restricted Jurisdiction or where to do so would or may constitute a breach of any applicable local laws or regulations and any persons receiving such documents (including custodians, nominees and trustee) must not distribute or send them in, into or from a Restricted Jurisdiction.
It is your responsibility to satisfy yourself as to the full observance of any laws and regulatory requirements. If you are not permitted to view the Information 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 Microsite. The Offeree and its advisers do not assume any responsibility for any violation by any person of these restrictions.
Notice to US Investors
The Offer is made for the securities of a non-U.S. company. The Offer is subject to disclosure and procedural requirements of the United Kingdom which are different from those in the United States. Neither the US Securities and Exchange Commission, nor any securities commission of any state, territory or possession of the United States has approved the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of any Information in this Microsite. Any representation to the contrary is a criminal offence in the United States.
Any financial statements or other financial information included in the Microsite has been prepared in accordance with non-US accounting standards that may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with accounting principles generally accepted in the United States.
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, since the Offeree is located in a non-US jurisdiction, and some or all of its officers and directors may be residents of a non-US jurisdiction. Holders in the United States 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 or its affiliates to subject themselves to the jurisdiction or judgment of a US court.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. The securities referenced in this announcement have not been registered under the U.S. Securities Act of 1933, as amended (the “US Securities Act”), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the US Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements and in compliance with any applicable securities laws of any state or other jurisdiction of the US. The Offer, if made, will be for the securities of a non-US company which does not have securities registered under Section 12 of the US Securities Exchange Act of 1934, as amended. Accordingly, any Offer will be subject to Scottish and English procedural and disclosure requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws.
The Information (including information incorporated by reference) and documents in this Microsite may contain forward-looking statements. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. These statements are based on the current expectation of the management of that company and are naturally subject to uncertainty and changes in circumstances that could cause actual results to differ materially from any expected future results in such forward-looking statements. These forward-looking statements may be identified by words such as “will”, “may”, “should”, “could”, “would”, “can”, “believes”, “intends”, “expects”, “indicates”, “aims” , “anticipates” or similar words or terms or by discussions of, inter alia, strategies, goals or plans. 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; (ii) business and management strategies and the expansion and growth of the Offeree’s operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on each of the Offeree’s and/or the Offeror’s businesses.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. The factors include, but are not limited to, changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Due to such uncertainties, no assurance can be given that any forward-looking statement will prove to be correct in the future.
The forward-looking statements contained on this Microsite are based on numerous assumptions and assessments made in light of the relevant party’s experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Microsite are therefore cautioned not to place undue reliance on these these forward-looking statements which speak only as at the date of the respective documents. The Offeree assumes no obligation to update or publicly revise any forward-looking statements (whether as a result of new information, subsequent events or otherwise), except as required by applicable law or regulation.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast or profit estimate for any period and no statement should be interpreted to mean that earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the relevant party to the Offer.
Responsibility for Information
In relation to the Information, the only responsibility accepted by the persons of appropriate seniority and with appropriate authority of the Offeree (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, the Offeree or their affiliated companies 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 or form a part of this website by a third party.
The Information speaks only at the specified date of the relevant Information and none of the Offeree or its affiliated companies has or accepts any responsibility or duty to update such Information (other than to the extent such duty arises as a matter of law).
If you are in doubt about the Information, the Offer 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 and the Prudential Regulation Authority or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser as to the suitability of any action.
This notice is governed by and to be interpreted in accordance with Scottish and English law.
Confirmation of understanding and acceptance of disclaimer
- 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 whose laws render the accessing of this Microsite or parts thereof illegal.
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- I represent and warrant to the Offeree 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 have read and understood the notice set out above and agree to be bound by the terms of the notice set out above and I confirm that I am permitted to proceed to this Microsite.
If you are not able to give these confirmations, you should click on ‘Disagree’ below, and by doing so, you will not be able to proceed to the Microsite.