This part of the website relates to the offer by Daisy Corporate Services Trading Limited (“Daisy”) for ECSC Group plc (“ECSC”) (the “Offer”).
You are attempting to enter the part of the website that Daisy has designated for the publication of documents and information in connection with the Offer. Please read the following disclaimer and signify your approval or disapproval by clicking on the appropriate button at the bottom of the page. Information relating to the Offer is being made available on this part of the Daisy website in good faith and for information purposes only and is subject to the terms and conditions set out below.
For the purposes of this notice “Daisy Group Company” means Daisy, any holding company or subsidiary of Daisy, and any subsidiary of such holding company. The terms “holding company” and “subsidiary” have the meanings given to them in section 1159 of the Companies Act 2006.
1. Access to information relating to the Offer
Please read this notice carefully; it applies to all persons who view this part of the Daisy website and, depending upon who you are and where you live, it may affect your rights or responsibilities. This part of the Daisy website contains information relating to the Offer. Please note that, if the Offer progresses, the information contained on this part of the Daisy website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the Daisy website.
For regulatory reasons, Daisy must ensure that persons seeking to access this part of the Daisy website are made aware of the appropriate regulations for the country which they are in. In order to view information relating to the Offer on this part of the Daisy website, you must read the following and then press “I AGREE” to confirm that you have read and understood this disclaimer. If you are unable to confirm that you have read and understood this disclaimer, you should press “I DECLINE” and you will not be able to view any such information.
2. Overseas persons
Viewing or distribution of the information contained in this part of the Daisy website may not be lawful in certain jurisdictions (“Restricted Jurisdictions”) and may be restricted by law and therefore persons viewing this part of the website, and into whose possession any information in this part of the website comes, should inform themselves about, and observe, any applicable restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.
By clicking “I AGREE” below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Daisy is lawfully entitled to make the content of any information available to you under applicable securities laws. If you are unable to give this representation, do not view the information.
If you are not permitted to view the information or are in any doubt as to whether you are permitted to do so, please exit this part of the Daisy website by clicking on the “I DECLINE” box below and seek independent advice.
This part of the website contains information that has been prepared for the purposes of complying with English law 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.
To the fullest extent permitted by applicable law, each Daisy Group Company and each of their directors, employees, agents and advisers, disclaim any and all responsibility or liability for the violation of such restrictions by any person.
3. Notice to US holders
The Offer relates to the securities of a company incorporated in England and Wales 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 area of the website 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 each of Daisy and ECSC 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.
4. Forward-looking statements
Some of the information contained in this part of the Daisy website may include statements that are or may be deemed to be “forward-looking statements”. All statements other than statements of historical facts included in this part of the website may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “goals”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects”, “hopes”, “continues”, “would”, “could”, “should” or words or terms of similar substance or the negative thereof, are forward-looking statements.
These statements are prospective in nature and are not based on historical facts, but rather on the current expectations, assessments and assumptions of the management of Daisy and ECSC about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements.
Such forward-looking statements include statements about the expected effects of the Offer on Daisy or ECSC, the expected timing and scope of the Offer, synergies, other strategic options and all other statements other than historical facts. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Daisy or ECSC. No Daisy Group Company nor any of their respective members, directors, officers, employees, advisers or any person acting on behalf of one or more of them assumes any obligation to update or correct the information contained in this part of the Daisy website (whether as a result of new information, future events or otherwise) except as required by applicable law.
In relation to any document, announcement or information contained in this part of the Daisy website, the only responsibility accepted by the directors of Daisy is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Documents included in this part of the Daisy website speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law Daisy expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offer on this part of the Daisy website, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
None of the directors of Daisy or its affiliated companies have reviewed, and none of them shall have any responsibility for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
If you are in any doubt about this part of the Daisy website, or what action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
The information relating to the Offer that is contained in this part of the Daisy website may not be downloaded by, forwarded to, transmitted to, or shared with any person either in whole or in part where to do so would or may constitute a breach of any applicable local laws or regulations or would result in a requirement to comply with any consent or other formality which Daisy regards as unduly onerous. Any person seeking access to this part of Daisy’s website represents and warrants to Daisy that they are doing so legally and for information purposes only.
6. Governing law
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of understanding and agreement to disclaimer:
In order to view the material on this part of the website, by clicking on “I AGREE” below, you confirm and agree that:
You have read and understood the disclaimer set out above.
You represent and warrant to Daisy that you intend to access this part of the Daisy website for information purposes only, that you have read and understood this notice and that you understand that accessing this part of the Daisy website may affect your rights or responsibilities. You agree to be bound by these terms.
You confirm that you are permitted to proceed to this part of the Daisy website and that you are not (nor do you act on behalf of someone who is) subject to any laws or other local requirements that prohibit or restrict you from viewing the information contained in this part of the Daisy website and you are not resident in any Restricted Jurisdiction or in any country that renders the accessing of this part of the Daisy website or parts thereof illegal.
You agree that you will not print, download, or otherwise seek to copy, mail, forward, transmit, transfer, distribute or send (directly or indirectly) any documents included in this part of the Daisy website either in whole or in part to any person in any Restricted Jurisdiction or in any other jurisdiction where such distribution may be restricted by applicable law or regulation.
If you are not able to give these confirmations, you should click on “I decline” below.