ACCESS TO THIS AREA OF THE WEBSITE 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 AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT NOR SHOULD BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH MURGITROYD GROUP PLC REGARDS AS UNDULY ONEROUS.
Offer for Murgitroyd Group PLC (“MURGITROYD”) by Project Petra Bidco Limited (“Bidco”) (a newly incorporated entity indirectly controlled by funds managed by Sovereign Capital Partners LLP) (the “Offer”)
Access to the information
You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with the Offer. The materials you are seeking to access are made available for information purposes only and are subject to the terms and conditions set out below.
If you would like to view this part of the website, please read this notice carefully. This notice applies to all persons who view this part of the website and, depending on where you are located, may affect your rights or responsibilities. MURGITROYD 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 site. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of MURGITROYD.
To allow you to view information about the Offer, you must read this notice and then click “ACCEPT”. If you are unable to agree, you should click “DECLINE” and you will not be able to view information about the Offer.
The information contained in this part of the website 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 pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Offer would be made solely by means of a scheme or offer document which would contain the full terms and conditions of such Offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely and only on the basis of the information provided in any such document.
Viewing the materials you are seeking to access may be restricted under securities laws in certain jurisdictions. In certain jurisdictions, only certain categories of persons may be allowed to view such materials. All persons resident outside of the United Kingdom who wish to view this part of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
These materials are not directed at or intended to be accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS PART OF THE WEBSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.
This part of the website contains information that has been prepared for the purposes of complying with Scots 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 Scotland.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this part of the website.
Additional US information
The Offer relates to the securities of a company organised under the laws of Scotland and is proposed to be effected by means of a scheme of arrangement under the Companies Act 2006. The documents and information in this part of the website relating to the Offer have been or will be prepared in accordance with Scots Law, the Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934. Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules.
MURGITROYD’s financial statements, and all financial information that is included in this part of the website, or any other documents relating to the Offer, have been prepared in accordance with International Financial Reporting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.
This part of the website and the information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of MURGITROYD and its subsidiaries and subsidiary undertakings (together the “MURGITROYD Group”).
All statements other than statements of historical fact, are or may be deemed to be, forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are therefore subject to known and unknown risks and uncertainties which could cause actual results, performance or events to differ materially from the future results, performance or events expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “targets”, “aims”, “projects”, “goal”, “objective”, “outlook”, “risks”, “seeks” or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might”, “probably” or “will” be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
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. 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 specified dates of the documents included in this part of the website. Any forward-looking statements made in the documents included in this part of the website issued or published by MURGITROYD are made as of the specified date of the relevant document containing such forward-looking statement based on the opinions and estimates of the directors of MURGITROYD. MURGITROYD and its respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in the documents included in this part of the website, whether as a result of new information, future events or otherwise, except as required by applicable law. Neither MURGITROYD, nor its respective members, directors, officers or employees, advisers or any person acting on its behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in the documents included in this part of the website will actually occur.
No forward-looking or other statements have been reviewed by the auditors of MURGTIROYD. All subsequent oral or written forward-looking statements attributable to MURGITROYD or to any of its respective members, directors, officers, advisers or employees or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above.
Unless expressly stated otherwise, no statement contained or referred to in this part of the website is intended to be a profit forecast.
In relation to any materials related to the Offer that are accessible on this part of the website, please note any statement of responsibility contained therein.
The documents included in this part of the website issued or published by MURGITROYD speak only at the specified date of the relevant document and MURGITROYD has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other materials issued or published by Bidco, or which relate to Bidco and/or the subsidiaries and subsidiary undertakings of Bidco, that are accessible on this website, the only responsibility accepted by MURGITROYD and its directors is for the correctness and fairness of its reproduction.
Neither the directors of MURGITROYD, nor MURGITROYD, nor any of its affiliated companies, 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 part of the website.
If you are in any doubt about the contents of this part of the website 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 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with Scots law.
Confirmation of understanding and acceptance
- I have read and understood the notice set out above and I agree to be bound by its terms.
- I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal.
- I will not download, mail, forward, distribute, send or share any of the materials on this part of the website to any other person at any time.
- I represent and warrant to MURGITROYD that I intend to access this part of the website for information purposes only.
If you are not able to give these confirmations, you should click on “DECLINE” below.