Disclaimer
ACCESS TO THIS SECTION 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 SECTION OF THE WEBSITE. IF YOU ARE ABLE TO AGREE, PRESS “I AGREE” BELOW. IF YOU ARE UNABLE TO AGREE, YOU SHOULD PRESS “I DISAGREE” AND YOU WILL NOT BE ABLE TO VIEW INFORMATION RELATING TO THE POSSIBLE OFFER.
Disclaimer
ELECTRONIC VERSIONS OF THE MATERIAL YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THIS MICROSITE BY ACCELER8 IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. ANY OFFER, IF AND WHEN MADE CANNOT BE VALIDLY ACCEPTED BY IIG PLC SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OFFER DOCUMENTS, IF AND WHEN PUBLISHED, FROM THIS MICROSITE.
THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS LOCATED IN ANY JURISDICTION WHERE THE RELEVANT ACTION 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 ACCELER8 REGARDS AS UNDULY ONEROUS (“RESTRICTED JURISDICTION“).
If you would like information on the Possible Offer please read this notice carefully – it applies to all persons who view this Microsite and, depending on where you live, it may affect your rights. Acceler8 reserves the right to amend or update this notice at any time and you should read it in full each time you visit the Microsite. In addition, the contents of the Microsite may be amended at any time in whole or in part at the sole discretion of Acceler8.
Basis of access
The information contained on this Microsite in respect of the Possible Offer (the “Information“) is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Possible Offer or otherwise.
The full terms and conditions of the Possible Offer will be set out in the formal offer documentation (which may take the form of a scheme circular or offer document) sent to or made available to IIG plc shareholders (the “Offer Document“). In considering the Possible Offer, shareholders of IIG plc should only rely on the information contained, and procedures described, in the Offer Document.
The Information speaks only at the date of the relevant document, announcement or information reproduced on this Microsite. Subject to any continuing obligations under applicable law or any relevant listing rules, Acceler8 has, and accepts, no responsibility or duty to update the Information, and reserves the right to add to, remove or amend any of the Information reproduced on this Microsite at any time.
In relation to any Information, the only responsibility accepted by the directors of Acceler8 is for the correctness and fairness of its reproduction on the website, unless a responsibility statement in any relevant document expressly provides otherwise.
Neither the directors or employees of Acceler8 or IIG plc, nor the directors or employees any of their affiliated companies or advisers, 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 this Microsite.
If you are in doubt about the contents of this Microsite or any action you should take, you should seek advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the UK, from an appropriately authorised independent financial adviser, as to the suitability of any action.
The Information is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Acceler8 or IIG plc.
This notice is governed by and should be construed in accordance with English law.
Forward-looking statements
Certain statements included in the contents of this Microsite that are not historical in nature may be considered forward-looking statements. Forward-looking statements can be identified by the use of forward-looking or conditional words such as “expects,” “anticipates,” “believes,” “estimates,” “could,” “should,” “can,” “forecast,” “intend,” “look,” “may,” “will,” “remain,” “confident,” “commit” and “plan” or similar expressions. These statements are not guarantees of future performance and reflect management’s current views and speak only as to the dates the statements are made and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. In addition, other risks and uncertainties not presently known to Acceler8 or that we currently believe to be immaterial could affect the accuracy of any forward-looking statements. Acceler8 expressly disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
No profit forecast
Unless expressly stated otherwise, no statement in this Microsite is intended to constitute a profit forecast or quantified financial benefits statement for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for IIG plc, or Acceler8 as appropriate.
Notice to U.S. holders of IIG plc shares
IIG plc shareholders resident in the U.S. should note that the Possible Offer relates to shares of a non-U.S. company and is subject to UK disclosure requirements (which are different from those of the U.S.). In accordance with Rule 14d-1(c) or (d) under the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Possible Offer is exempt from most rules under Regulation 14E and Regulation 14D of the Exchange Act. The Possible Offer is being made in accordance with the requirements of the UK Takeover Code. Accordingly, the Possible Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under U.S. domestic tender offer procedures and law. Any financial statements or other financial information included in the Microsite may have been prepared in accordance with non-U.S. accounting standards that may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.
IIG plc shareholders resident in the U.S. may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Possible Offer, or passed upon the fairness of the Possible Offer or passed upon the adequacy or accuracy of any of the Information.
Overseas persons
Viewing the Information on this Microsite may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. Any person resident outside the UK who wishes to access the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
By selecting “I agree”, you represent that you are not a national of, or resident in, a Restricted Jurisdiction, and that Acceler8 is lawfully entitled to make the content of any communication or document in relation to the Possible Offer available to you under applicable securities laws. If you are unable to give this representation, do not view the content of any of the Information.
Copies of the Information 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 Information in, into or from any such jurisdiction, as doing so may invalidate any purported acceptance of the Possible Offer. If you are not permitted to view Information on this Microsite or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite by selecting “I disagree” and seek independent advice. Neither Acceler8 nor any of its respective advisers assumes any responsibility for any violation by any person of any of these restrictions.
This Microsite contains Information that has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers 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.
ACCEPTANCE OF DISCLAIMER
By clicking “I agree” below, you hereby acknowledge that (i) you have read and understood the notice set out above and agree to be bound by its terms; (ii) you are not (and do not act on behalf of someone who is) resident in a Restricted Jurisdiction; (iii) you represent and warrant to Acceler8 that you intend to access this Microsite for information purposes only; and (iv) you will not, at any time, seek to release, copy, mail, forward, distribute, send or otherwise transmit, in whole or in part, any of the Information to any person who may be restricted from obtaining access to it.
If you are not able to give these confirmations, you should click on “I disagree” below.