Recommended acquisition (the “Acquisition”) by Nucleus Clyde Acquisition Limited (the “Bidco”), a newly formed company wholly-owned by Nucleus Financial Platforms Limited, of Curtis Banks Group PLC (“Target”).
ACCESS TO THIS AREA OF THE WEBSITE (“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 COMPLY WITH CONSENT OR OTHER FORMALITY WHICH BIDCO REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE "INFORMATION") PUBLISHED BY BIDCO AND/OR TARGET RELATING TO THE ACQUISITION IN COMPLIANCE WITH THE 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.
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. Bidco 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 Bidco.
To allow you to view information about the Acquisition 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 Acquisition.
The Information contained in this Microsite 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 Acquisition or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Acquisition would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Acquisition, including details on how it may be accepted. Any decision made in relation to the Acquisition should be made solely and only on the basis of the information provided in any such document.
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, accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. All persons resident outside of the United Kingdom (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.
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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 and seek independent advice. Neither Bidco, its affiliated companies, nor any of its or their respective directors or advisers assume any responsibility for any violation by any person of any of these restrictions.
Additional U.S. information
The Acquisition relates to the securities of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the United States (“US”). 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 enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Acquisition and US holders of shares may not be able to sue Bidco or Target or their respective officers or directors in a non-US court for violations of the US securities laws, since Bidco and Target are located in a country other than the US, and some or all of their officers and directors may be residents of countries other than the US. Further, it may be difficult to compel Bidco and Target and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court. You should be aware that Bidco and its affiliates may purchase or arrange to purchase Target shares otherwise than under any offer or scheme related to the Acquisition such as in open market or privately negotiated purchases.
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 Bidco, the Bidco Group (being Bidco and any person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, Bidco) and Target and the Target Group (being Target and its subsidiaries and subsidiary undertakings) and their respective affiliates following the implementation of the Acquisition.
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 Bidco and the Bidco 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 may be 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 Bidco and the Bidco 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: price fluctuations in respect of particular products; loss of market share and industry competition; legislative, fiscal and regulatory developments; currency fluctuations; environmental and physical risks; the impact of external events, such as pandemics and natural disasters; economic and financial market conditions in various countries and regions; the ability of Bidco and/or Target to successfully retain key employees; the timing, impact and risks associated with any future acquisitions, combinations or divestments; the ability to obtain requisite shareholder approvals and the satisfaction of other conditions on the proposed terms of the Acquisition and schedule and changes in general economic, business and political conditions, including changes in the financial markets.
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. Neither Bidco nor any member of the Bidco Group undertakes 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 contained or referred to in this Microsite is intended to be a profit forecast.
In relation to any Acquisition related materials accessible on this Microsite please note any statement of responsibility contained therein.
The documents included in this Microsite issued or published by Bidco speak only at the specified date of the relevant document and Bidco has, and accepts, no responsibility or duty to update or revise such documents (other than to the extent such duty arises as a matter of law or regulation).
Save as expressly set out in any document contained in this Microsite, neither Bidco nor its directors, officers, employees, agents, representatives or advisers, is or shall be responsible for or accepts any liability in respect of, any information contained on this Microsite or any other website which may be linked to or from this Microsite which is issued or published by a third party.
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 an independent financial adviser authorised under the 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.
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