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 AND/OR RESPONSIBILITIES. PLEASE NOTE THAT THIS NOTICE AND THE INFORMATION CONTAINED IN IT MAY BE ALTERED OR UPDATED FROM TIME TO TIME, AND SHOULD BE READ 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, AT THE SOLE DISCRETION OF DAIRY CREST GROUP PLC ("DAIRY CREST").
ACCESS TO THE MATERIALS CONTAINED IN THIS SECTION OF THE WEBSITE (THE "MICROSITE") MAY BE RESTRICTED UNDER SECURITIES LAWS 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 THE WEBSITE. IF YOU ARE UNABLE, OR HAVE ANY DOUBT WHETHER YOU ARE ABLE TO PROVIDE THE NECESSARY CONFIRMATION, YOU SHOULD PRESS 'I DECLINE' BELOW AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE OFFER.
THESE MATERIALS ARE NOT DIRECTED AT, OR TO BE ACCESSED BY, PERSONS LOCATED IN ANY JURISDICTION WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH DAIRY CREST REGARDS AS UNDULY ONEROUS (A "RESTRICTED JURISDICTION") AND, UNLESS OTHERWISE DETERMINED BY DAIRY CREST AND PERMITTED BY APPLICABLE LAW AND REGULATION, IT IS NOT INTENDED THAT THESE MATERIALS BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.
ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS MICROSITE BY DAIRY CREST IN GOOD FAITH, FOR INFORMATION PURPOSES ONLY AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
NO OFFER CAN BE VALIDLY ACCEPTED (OR, IF SUCH OFFER IS TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT, VOTED IN FAVOUR OF) BY DAIRY CREST OR ITS SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THIS WEBSITE.
Basis of access
The information contained on this Microsite is in respect of the recommended cash offer for the entire issued and to be issued ordinary share capital of [Wells] by [Lachine, Inc.] (“[Lachine]”) (the "Offer"). In particular, 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, or the solicitation of any vote or approval, pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
It is intended that the Offer will be effected by way of a scheme arrangement under Part 26 of the Companies Act 2006, although [Lachine] reserves the right to effect the Offer by means of a contractual offer within the meaning of Part 28 of the Companies Act 2006. The full terms and conditions of the Offer will be set out in the scheme circular or, as the case may be, offer document. In deciding how to vote in respect of the scheme of arrangement to effect the Offer or, as the case may be, whether to accept the Offer, shareholders of [Wells] should rely only on the information contained, and procedures described, in the scheme circular or, as the case may be, offer document (in each case, when published).
Greenhill & Co. International LLP (“Greenhill”) is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Greenhill is acting exclusively as financial adviser to [Wells] and no-one else in connection with the Offer and other matters described in the documents contained in this Microsite, and will not be responsible to anyone other than [Wells] for providing the protections afforded to clients of Greenhill, nor for providing advice in relation to the Offer, the contents of the documents contained in this Microsite or any other matter referred to herein. Greenhill has given, and not withdrawn, its consent to the inclusion in the documents contained in this Microsite of the references to its name and the advice it has given to [Wells] in the form and context in which they appear.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither [Wells] nor any of its affiliated companies has, or accepts, responsibility or any duty to update any such information, document or announcement. [Wells] reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
In relation to any document, announcement or information contained in this Microsite, the only responsibility accepted by the directors of [Wells] ("Responsible Persons") is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons, [Wells] or any of its affiliated companies have reviewed, and none of them is or shall be responsible for, or accepts any liability in respect of, any information contained on any other website that may be linked to this Microsite 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 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
Viewing the materials you seek to access may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials.
Any person who wishes 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 about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.
If you are not permitted to view materials on this Microsite please exit this Microsite. Should you be in any doubt about whether you are permitted to view materials on this Microsite, you should not access the Microsite and you should take legal advice.
Copies of the contents of the Microsite are not being, and must not be, released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction. You should not forward, transmit or show the announcements, information or documents contained on the Microsite. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.
Additional U.S. information
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 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 enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer, since [Wells] is located in a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. US holders of shares may not be able to sue [Wells] or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel [Wells] and its affiliates to subject themselves to the jurisdiction or judgment of a US court.
You should be aware that [Lachine] may purchase or arrange to purchase [Wells] shares otherwise than under any offer or scheme related to the Offer, such as in open market or privately negotiated purchases.
This Microsite may contain statements that are deemed to be “forward-looking statements”. Such statements are prospective in nature. All statements other than historical statements of fact may be forward-looking statements. Statements containing the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects” or “considers” or other similar words may be forward-looking statements.
Forward-looking statements inherently contain risks and uncertainties as they relate to events or circumstances in the future. Users of this webpage should not place undue reliance on forward-looking statements.
Important factors such as business or economic cycles, competition in [Wells]’s sector or principal markets, or acquisitions of disposals of businesses or assets in [Wells]’s principal industries may cause [Wells]’s projected financial results, performance or achievements to differ materially from any forward-looking statements.
Forward-looking statements only speak as at the date of the respective documents. [Wells] expressly disclaims any obligation or undertaking to update or revise any forward-looking statements except to the extent required by law and neither [Wells] nor its members, employees, officers or professional advisers make any assurance, representation or guarantee that any event referred to in a forward-looking statement will actually occur.
No profit forecast
Save as otherwise expressly stated in any relevant information, no statement in any document contained in this Microsite is intended as a profit forecast or a profit estimate for any period and no statement in any document contained in this Microsite should be interpreted to mean that the earnings or earnings per share of [Wells] or any of its affiliates for current or future financial years will necessarily match or exceed the historical published earnings per share for [Wells].
This notice shall be governed by and interpreted in accordance with English law.
Confirmation of understanding and acceptance of disclaimer
BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, YOU CERTIFY THAT:
- YOU ARE NOT (NOR DO YOU ACT ON BEHALF OF SOMEONE WHO IS) RESIDENT IN ANY COUNTRY THAT RENDERS THE ACCESSING OF THIS MICROSITE OR PARTS THEREOF ILLEGAL;
- YOU WILL NOT FORWARD, TRANSFER OR DISTRIBUTE (BY ANY MEANS INCLUDING BY ELECTRONIC TRANSMISSION) ANY DOCUMENTS INCLUDED IN THIS MICROSITE EITHER IN WHOLE OR IN PART TO ANY PERSON IN ANY JURISDICTION WHERE SUCH DISTRIBUTION MAY BE RESTRICTED BY APPLICABLE LAW OR REGULATION;
- YOU REPRESENT AND WARRANT TO [WELLS] THAT YOU INTEND TO ACCESS THIS MICROSITE FOR INFORMATION PURPOSES ONLY, THAT YOU HAVE READ AND UNDERSTOOD THIS NOTICE AND THAT YOU UNDERSTAND THAT IT MAY AFFECT YOUR RIGHTS AND/OR RESPONSIBILITIES; AND
- YOU HAVE READ AND UNDERSTOOD THE NOTICE SET OUT ABOVE AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS NOTICE.
IF YOU ARE NOT ABLE TO GIVE THESE CONFIRMATIONS, YOU SHOULD CLICK ON ‘I DECLINE’ BELOW.