Recommended Open Offer of Shares by Capital & Regional Plc
DISCLAIMER - IMPORTANT
Recommended offer of securities for sale by Capital and Regional plc (the ‘Open Offer’) with the proposed admission of New Shares to the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange and the listing and trading on the Main Board of the Johannesburg Stock Exchange (the “Open Offer” and the admission of New Shares together being the “Transaction”)
YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT THE COMPANY HAS DESIGNATED FOR THE PUBLICATION OF ELECTRONIC DOCUMENTS AND INFORMATION IN CONNECTION WITH THE TRANSACTION (THE “MICROSITE”). 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 TRANSACTION IS BEING MADE AVAILABLE ON THE MICROSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Access to Documents and Information relating to the Transaction
Please read this notice carefully – it applies to all persons who view the Microsite and, depending upon who you are and where you live, it may affect your rights or responsibilities. This part of the site contains information on the Transaction. Please note that as the Transaction progresses, the disclaimer set out below may be altered or updated. You should read it in full each time you visit the Microsite. In addition, the contents of this part of the site, and its accessibility by certain persons, may be amended at any time in whole or in part at the sole discretion of the Company.
For regulatory reasons, we have to ensure that you are aware of the appropriate regulations for the country which you are in. To allow you to view the information and documents on the Microsite, you have to read the following and then click on “I agree”. If you are unable to agree you should click where instructed to and you will not be able to view the terms of the Transaction.
Viewing or distribution of this information may not be lawful in certain jurisdictions and may be restricted by law and therefore persons viewing the Microsite and into whose possession any information in the Microsite 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. In other jurisdictions, only certain categories of person are allowed to view this information.
Any person seeking access to the Microsite certifies that they are not located in the European Economic Area, United States, Canada, Australia, Japan or New Zealand or any other jurisdiction where the release, publication or distribution of these materials would be unlawful. Any person seeking access to the Microsite confirms that they have read and understood this disclaimer and agrees to be bound by its terms.
The Transaction will not be made, directly or indirectly, in or into any jurisdiction where to do so would violate the laws in that jurisdiction (a “Restricted Jurisdiction”). Accordingly, the documents relating to the Transaction on the Microsite must not be viewed if you are in, or a resident of, any Restricted Jurisdiction. Copies of the Offer Document and other documents relating to the Transaction, will not be, and must not be, directly or indirectly, in whole or in part, mailed or otherwise forwarded (including, without limitation, by telex, facsimile transmission, telephone, internet or other forms of electronic communication), distributed or sent in, into or from any Restricted Jurisdiction.
No securities have been, or will be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States or qualified for sale under the laws of any state of the United States or under the applicable laws of Australia, Canada, Japan or New Zealand. No securities may be offered or sold, directly or indirectly, into the United States absent registration or an exemption from registration under the US Securities Act. There will be no public offer of any securities referred to herein in the United States.
The availability of the documents related to the Transaction to persons not resident in the UK may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements.
To the fullest extent permitted by applicable law, Capital and Regional plc, the Directors, the Group, Numis and Investec (as defined below) and all other persons involved in the Transaction disclaim any responsibility or liability for the failure to satisfy any such laws, regulations or requirements by any person.
Forward looking statements
The documents relating to the Transaction contain statements that are or may be forward looking statements. All statements other than statements of historical facts included in the documents relating to the Transaction may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects” or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following:
- statements relating to the expected benefits of the transaction to the Company;
- the background to, and reasons for, the Transaction;
- expectations of the impact of the transaction on revenue and earnings of the Company;
- future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and
- business and management strategies and the expansion and growth of the Company’s and/or the Company’s operations and potential synergies resulting from the Transaction.
Such 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, including risks relating to the Company to realise expected benefits and facts relating to the Company that may impact the timing or amount of benefit realised from the transaction that are unknown to the Company. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. The Company disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.
Nothing herein is intended as a profit forecast or profit estimate and no statement in any of the documents in this part of the Microsite should be interpreted to mean that earnings or the future earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical or published earnings per share of the Company.
Basis of access to documents relating to the Transaction
Access to the electronic version of any documents relating to the Transaction is being made available on the Microsite in good faith and for information purposes only. Any person seeking access to the Microsite represents and warrants to the Company that they are doing so for information purposes only. Nothing on this website (or any website to which this website has hypertext links) or the making the documents relating to the Transaction available in electronic format constitutes an offer to sell or the solicitation of an offer to acquire any securities of the Company or any of its subsidiaries. Further, it does not constitute a recommendation by the Company or any other party to sell or buy shares in the Company. Receipt of this information does not constitute an invitation or offer to overseas shareholders in those jurisdictions in which it would be illegal to make such an invitation or offer and in such circumstances the information should be treated as transmitted for information only. The Company’s shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. Any shareholder action required in connection with the Transaction will be set out in documents sent to or made available to the Company’s shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
The information contained in the Microsite 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 the Company.
Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the FCA, is acting as Sponsor and financial adviser exclusively in connection with the Transaction in the United Kingdom and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for providing advice in connection with the Transaction.
Numis Securities Limited, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA, is acting as broker exclusively for the Company and no-one else in connection with the matters relating to the Transaction and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Numis Securities Limited nor for providing advice to any other person in relation to the matters referred to in the Transaction.
Investec Bank Limited, which is authorised and regulated in South Africa by, inter alia, the Financial Sector Conduct Authority, is acting as JSE Sponsor in relation to the Transaction in the Republic of South Africa and no one else in connection with the matters referred to in the Transaction, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the subject matter of the Transaction.
Subject to any continuing obligations under applicable law or any relevant rules or regulations, the Company expressly disclaims any obligation to disseminate, after the date of the posting of the documents relating to the Transaction on the Microsite, any updates or revisions to any statements in the documents relating to the Transaction to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
This notice shall be governed by, and interpreted in accordance with, English law.
THE DOCUMENTS RELATING TO THE TRANSACTION ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY RESTRICTED JURISDICTION. THE DOCUMENTS RELATING TO THE TRANSACTION MAY NOT BE DOWNLOADED BY ANY PERSON LOCATED IN ANY RESTRICTED JURISDICTION, EITHER IN WHOLE OR IN PART. MOREOVER, THE DOCUMENTS RELATING TO THE TRANSACTION MAY NOT BE DOWNLOADED BY 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.
In relation to any document, announcement or information contained in the Microsite, the only responsibility accepted by the directors of the Company 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 the Microsite speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law the Company expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Transaction on the Microsite, any updates or revisions to any statements in the Transaction to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
None of the directors of the Company 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 the Microsite, 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.
Confirmation of understanding and acceptance of this disclaimer notice
To visit the following pages of the Microsite, you must confirm that you have understood the above disclaimer and agree to comply with the restrictions.
By selecting “I Agree” below, you:
- confirm you have read and understood the disclaimer set out above, understand that it may affect your rights and agree to be bound by its terms;
- represent and warrant to the Company that you intend to access the Microsite for information purposes only;
- warrant and represent that you are not a resident of, or otherwise located in the European Economic Area, Australia, Canada, Japan, New Zealand, the United States, nor are you a resident of, or inside, any other jurisdiction where accessing the information would constitute a violation of the relevant laws or regulations of that jurisdiction;
- confirm that you are not a person to whom the communication of the information contained on Microsite is restricted and are not acting for the benefit of any such person; and
- confirm that you will not forward, transmit, distribute (by any means, including by electronic transmission) any documents included in the Microsite either in whole or in part to any person in the European Economic Area, the United States, Canada, Australia, Japan or New Zealand: or to publications with a general circulation in the European Economic Area, the United States, Canada, Australia, Japan or New Zealand or any jurisdiction where such distribution may be restricted by applicable law or regulation.
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