POSSIBLE OFFER FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF NUCLEUS GROUP PLC (“NUCLEUS”) BY JAMES HAY HOLDINGS LIMITED (“JAMES HAY”) (THE “OFFER”)
THE SECTION OF THE WEBSITE YOU ARE SEEKING TO ACCESS (THE “WEB PAGE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION PUBLISHED BY JAMES HAY AND/OR NUCLEUS RELATING TO THE OFFER, IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS. ACCESS TO THE WEB PAGE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT LOCATED OR RESIDENT IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THE WEB PAGE.
THE MATERIALS YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THE WEB PAGE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND THEIR AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
THESE MATERIALS ARE NOT DIRECTED AT, OR TO BE ACCESSED BY, PERSONS LOCATED OR RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH JAMES HAY REGARDS AS UNDULY ONEROUS (EACH A “RESTRICTED JURISDICTION”). IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION ON THE WEB PAGE, 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 PAGE OR CLICK ON THE “DECLINE” BUTTON AT THE BOTTOM OF THIS PAGE.
If you would like information on the Offer, please read this notice carefully – it applies to all persons who view the Web Page and, depending on who you are and where you live and/or are located, it may affect your rights and/or responsibilities.
Basis of access
The information contained on the Web Page in respect of the Offer is made available in good faith and for information purposes only 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 Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
Please note that this notice may be altered or updated from time to time. You should read it carefully in full each time you access the Web Page.
The information contained on the Web Page speaks only at the specified date of the relevant document or announcement reproduced on the Web Page and neither James Hay nor any of its members, directors, officers, employees, advisers, agents, affiliates or representatives has, or accepts, any responsibility or duty to update or revise any such information, document or announcement (other than to the extent such duty arises as a matter of law or regulation) and reserves the right to add to, remove or amend any information reproduced on the Web Page at any time in whole or in part at its sole discretion.
In relation to any information, document or announcement contained on the Web Page, the only responsibility accepted by James Hay or any of its members, directors, officers, employees, advisers, agents, affiliates or representatives is for the correctness and fairness of its reproduction or presentation, unless a responsibility statement in any relevant document expressly provides otherwise.
Neither James Hay, nor any of its members, directors, officers, employees, advisers, agents, affiliates or representatives, 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 or from the Web Page.
If you are in any doubt about the contents of the Web Page 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 or, if you are located outside the United Kingdom, from another appropriately authorised independent financial adviser.
The information (including information incorporated by reference) and documents on the Web Page may contain statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements, other than statements of historical fact, may be forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", “pro forma”, "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 words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
Among other things, the information (including information incorporated by reference) and documents on the Web Page may contain forward-looking statements regarding the Offer and may include statements about the benefits of the proposed combination, expected future earnings, revenues and cost savings and other such items, based on James Hay’s and Nucleus’s plans, estimates and projections. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those predicted in any such forward-looking statements. Such factors include, but are not limited to, the possibility that the Offer will not be pursued, general business and economic conditions globally, industry trends, competition, changes in government and other regulation, changes in political and economic stability, disruptions in business operations due to reorganisation activities, interest rate and currency fluctuations, the failure to satisfy the conditions of the Offer if and when implemented (including approvals or clearances from regulatory and other agencies and bodies) on a timely basis or at all, the inability of the enlarged group to realise successfully any anticipated synergy benefits when the proposed transaction is implemented, the inability of the enlarged group to integrate successfully James Hay’s and Nucleus’s operations and programmes when the proposed transaction is implemented and the enlarged group incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to the proposed transaction when the proposed transaction is implemented.
All forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as at the date that they were made. James Hay and its members, directors, officers, employees, advisers, agents, affiliates and representatives expressly disclaim any intention or obligation to update or revise any forward-looking or other statements contained in the information available on the Web Page, whether as a result of new information, future events or otherwise, except as required by applicable law.
Neither James Hay, nor any of its members, directors, officers, employees, advisers, agents, affiliates or representatives, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in the information available on the Web Page will actually occur.
No forward-looking or other statements have been reviewed by the auditors of James Hay, unless otherwise explicitly stated. All subsequent oral or written forward-looking statements attributable to James Hay, or any of its members, directors, officers, employees, advisers, agents, affiliates or representatives, are expressly qualified in their entirety by the cautionary statement above.
No statement contained or referred to on the Web Page is intended to be a profit forecast, unless otherwise explicitly stated.
The materials contained on the Web Page contain information in respect of the Offer. Viewing this information may be unlawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. All persons resident or located outside the United Kingdom who wish 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 and should inform themselves of, and observe, any legal or regulatory requirements applicable in their jurisdiction. It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements.
By choosing the “Accept” option, you represent that you are not located or resident in a Restricted Jurisdiction and that James Hay are lawfully entitled to make the content of any communication or document in relation to the Offer available to you under applicable securities laws. If you are not permitted to view the information on the Web Page, or viewing the information would result in a breach of the above, or if you are unable to give this representation, please exit this page and do not view the content of any communication or document in relation to the Offer.
Copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such documents in, into or from any such jurisdiction, as doing so may invalidate any purported acceptance of the Offer. Neither James Hay, nor any of its members, directors, officers, employees, advisers, agents, affiliates or representatives, assume any responsibility for any violation by any person of any of these restrictions.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of understanding and acceptance of disclaimer
I certify that I am not (nor do I act on behalf of someone who is) located or resident in any jurisdiction (including any Restricted Jurisdiction) that renders the accessing of the Web Page or parts thereof illegal.
I agree that I will not forward, transfer or distribute (by any means, including by electronic transmission) any documents available on the Web Page, either in whole or in part, to any person in any jurisdiction (including any Restricted Jurisdiction) where such distribution may be restricted by applicable law or regulation.
I represent and warrant to James Hay that I intend to access the Web Page for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights and/or responsibilities.
I agree to be bound by the terms of this notice.
ACCEPTANCE OF DISCLAIMER
By clicking on "Accept", you hereby acknowledge that you have read and understood the notice set out above, that you are permitted to proceed to the Web Page and that you agree to be bound by the terms of this notice.
By clicking "Decline", you will not be able to proceed to the Web Page.