IMPORTANT DISCALIMER NOTICE
POSSIBLE CASH OFFER (“OFFER”) BY A CONSORTIUM LED BY CANDY VENTURES SARL (“CV”) FOR THG plc.
THIS SECTION OF THE WEBSITE (THE “MICROSITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE “INFORMATION”) PUBLISHED BY CV AND/OR THG plc IN CONNECTION WITH THE OFFER. THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
ACCESS TO 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. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF THAT JURISDICTION. IF YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS SECTION OF THE WEBSITE BY CLICKING ON THE “DECLINE” BUTTON BELOW.
Access to the Microsite
You are attempting to enter a section of the website which is designated for the publication of Information in connection with the Offer.
If you would like access to the Information 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 or responsibilities. CV reserves the right to amend or update this notice at any time and you should, therefore, 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 CV.
Basis of access
The Information is not intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of or an invitation or the solicitation of an offer to purchase or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The Information speaks only at the date of the relevant document or announcement and CV has, and accepts, no responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation).
If you are in doubt about the contents of this Microsite or the action you should take, you should seek advice from an independent financial adviser authorised and regulated in the United Kingdom by the Financial Conduct Authority or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser as to the suitability of any action.
The Information contained in this 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 CV or THG plc
In relation to any Information contained in this Mircosite, the only responsibility accepted by CV, their affiliated companies, their shareholders and their legal representatives (directors and/or officers) (together the “Responsible Persons”) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons have reviewed and none of them is responsible for, or accepts liability in respect of, any information on any other website that may be linked to this Microsite by a third party.
The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction or would result in a requirement to comply with any governmental or other consent on any registration, filing or other formality which CV regards as unduly onerous (each a “Restricted Jurisdiction“), accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction.
In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident or located outside the United Kingdom 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.
Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.
If you are not resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction.
By clicking “CONFIRM” below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that CV 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 Microsite or click the “DECLINE” button below and seek independent advice. CV and its advisers do not assume any responsibility for any violation by any person 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.
Forward looking statements
The Information may contain certain “forwardlooking statements” regarding the financial position, business strategy or plans for future operations of CV, THG plc and their respective group of companies. All statements other than statements of historical fact included in any document may be forwardlooking statements. Forwardlooking statements also often use words such as “believe”, “expect”, “estimate”, “intend”, “anticipate” and words of a similar meaning. By their nature, forwardlooking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the companies’ abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of the relevant document. CV assumes no obligation to, and does not intend to, revise or update any forwardlooking statements, except as required pursuant to applicable law or regulation.
No profit forecasts or estimates
No statement in this Microsite is intended to constitute or shall be deemed to constitute a forecast, projection or estimate of the future financial performance of CV or THG plc and no statement should be interpreted to mean that earnings or earnings per share of those entities (where relevant) for the current or future financial periods would necessarily match or exceed the historical published earnings or earnings per share of those entities (where relevant).
Acceptance of disclaimer
If you are not resident or located in a Restricted Jurisdiction and are able to give the confirmations set out below, you may access the remainder of this document (pages 3 and 4) by clicking on the CONFIRM button.
Confirmation of understanding and acceptance
In accessing the materials within this document (on pages 3 and 4) you are making the following confirmations:
- I have read and understood the notice set out above and agree to be bound by its terms;
- I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the Information does not constitute a violation of the relevant laws of such jurisdiction and I am not acting on behalf of someone who is resident or located in a Restricted Jurisdiction; and
- I will not copy, forward, transfer or distribute the Information to any person who is resident or located in a Restricted Jurisdiction.
If you are not able to give these confirmations (as applicable) you should not access the remainder of this document (page 3 and 4)Confirm