POSSIBLE OFFER FOR DIGNITY PLC (THE “COMPANY”) BY YELLOW (SPC) BIDCO LIMITED (“BIDCO”), A NEWLY FORMED COMPANY INDIRECTLY OWNED OR CONTROLLED BY A CONSORTIUM COMPRISED OF JOINT OFFERORS SPWONE V LIMITED, CASTELNAU GROUP LIMITED AND PHOENIX ASSET MANAGEMENT PARTNERS LIMITED (TOGETHER, THE “CONSORTIUM”) (THE “TRANSACTION”)
THE SECTION OF THE WEBSITE YOU ARE SEEKING TO ACCESS (THE “WEB PAGE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION PUBLISHED BY BIDCO, THE CONSORTIUM AND/OR THE COMPANY RELATING TO THE TRANSACTION, IN COMPLIANCE WITH THE UNITED KINGDOM CITY CODE ON TAKEOVERS AND MERGERS. ACCESS TO THE WEB PAGE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT LOCATED OR RESIDENT IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THE WEB PAGE.
THE MATERIALS YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THE WEB PAGE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND THEIR AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
THESE MATERIALS ARE NOT DIRECTED AT, OR TO BE ACCESSED BY, PERSONS LOCATED OR RESIDENT IN ANY JURISDICTION WHERE TO DO SO 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 BIDCO OR THE CONSORTIUM REGARDS AS UNDULY ONEROUS (EACH A “RESTRICTED JURISDICTION”). IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION ON THE WEB PAGE, OR IF VIEWING THE INFORMATION WOULD RESULT IN A BREACH OF ANY RELEVANT LAWS AND REGULATIONS IN ANY JURISDICTION, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS PAGE OR CLICK ON THE “DECLINE” BUTTON AT THE BOTTOM OF THIS PAGE.
If you would like information on the Transaction, please read this notice carefully. It applies to all persons who view the Web Page and, depending on who you are and where you live and/or are located, it may affect your rights and/or responsibilities.
Basis of access
The information contained on the Web Page in relation to the Transaction is made available in good faith and for information purposes only and 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 Transaction or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
Please note that this notice may be altered or updated from time to time. You should read it carefully in full each time you access the Web Page.
The information contained on the Web Page speaks only at the specified date of the relevant document or announcement reproduced on the Web Page and neither Bidco, the Consortium nor any of their respective members, directors, officers, employees, advisers, agents, affiliates or representatives has, or accepts, any responsibility or duty to update or revise any such information, document or announcement (other than to the extent such duty arises as a matter of law or regulation) and Bidco and the Consortium each reserves the right to add to, remove or amend any information reproduced on the Web Page at any time in whole or in part at its sole discretion.
In relation to any information, document or announcement contained on the Web Page, the only responsibility accepted by Bidco, the Consortium or any of their respective members, directors, officers, employees, advisers, agents, affiliates or representatives is for the correctness and fairness of its reproduction or presentation, unless a responsibility statement in any relevant document expressly provides otherwise.
Neither Bidco, the Consortium nor any of their respective members, directors, officers, employees, advisers, agents, affiliates or representatives 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 the Web Page.
If you are in any doubt about the contents of the Web Page 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 or, if you are located outside the United Kingdom, from another appropriately authorised independent financial adviser.
The information (including information incorporated by reference) and documents on the Web Page may contain statements which are, or may be deemed to be, “forward-looking statements” which are prospective in nature. All statements, other than statements of historical fact, may be forward-looking statements. They are based on current expectations and projections about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results 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”, “pro forma”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “targets”, “aims”, “projects” or words or phrases 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” or “will” be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
Among other things, the information (including information incorporated by reference) and documents on the Web Page may contain forward-looking statements regarding the Transaction and may include statements about the benefits of the proposed combination, expected future earnings, revenues and cost savings and other such items, based on Bidco’s, the Consortium’s and the Company’s plans, estimates and projections. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those predicted in any such forward-looking statements. Such factors include, but are not limited to, the possibility that the Transaction will not be pursued, general business and economic conditions globally, industry trends, competition, changes in government and other regulation, changes in political and economic stability, disruptions in business operations due to reorganisation activities, interest rate and currency fluctuations, the failure to satisfy the conditions of the Transaction if and when implemented (including approvals or clearances from regulatory and other agencies and bodies) on a timely basis or at all, and the enlarged group incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to the Transaction when (and if) it is implemented.
All 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 at the date that they were made. Bidco, the Consortium and their respective members, directors, officers, employees, advisers, agents, affiliates and representatives expressly disclaim any intention or obligation to update or revise any forward-looking or other statements contained in the information available on the Web Page, whether as a result of new information, future events or otherwise, except as required by applicable law.
Neither Bidco, the Consortium nor any of their respective members, directors, officers, employees, advisers, agents, affiliates or representatives provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in the information available on the Web Page will actually occur.
No forward-looking or other statements have been reviewed by the auditors of any member of Bidco or the Consortium, unless otherwise explicitly stated. All subsequent oral or written forward-looking statements attributable to Bidco, the Consortium or any of their respective members, directors, officers, employees, advisers, agents, affiliates or representatives are expressly qualified in their entirety by the cautionary statement above.
No statement contained or referred to on the Web Page is intended to be a profit forecast, unless otherwise explicitly stated.
No offer or solicitation
The information contained on the Web Page is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the US. No offer of securities shall be made in the US absent registration under the US Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Any securities issued in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the Securities Act. The Transaction will be made solely by means of the scheme document to be published by the Company in due course, or pursuant to an offer document to be published by Bidco, which would contain the full terms and conditions of the Transaction. Any decision in respect of, or other response to, the Transaction, should be made only on the basis of the information contained in such document(s). As explained below, if Bidco or the Consortium seeks to implement the Transaction by way of a takeover offer, that offer will be made in compliance with applicable US laws and regulations.
The materials contained on the Web Page contain information in respect of the Transaction. Viewing this information may be unlawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. All persons resident or located outside the United Kingdom who wish 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 and should inform themselves of, and observe, any legal or regulatory requirements applicable in their jurisdiction. It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements.
By choosing the “Accept” option, you represent that you are not located or resident in a Restricted Jurisdiction and that Bidco, each member of the Consortium and the Company is lawfully entitled to make the content of any communication or document in relation to the Transaction available to you under applicable securities and other laws. If you are not permitted to view the information on the Web Page, or viewing the information would result in a breach of the above, or if you are unable to give this representation, please exit this page and do not view the content of any communication or document in relation to the Transaction.
Copies of the contents of the following pages (including documents posted thereon) 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 documents in, into or from any such jurisdiction, as doing so may invalidate any purported acceptance of the Transaction. Neither Bidco, the Consortium nor any of their respective members, directors, officers, employees, advisers, agents, affiliates or representatives assumes any responsibility for any violation by any person of any of these restrictions.
This notice shall be governed by, and interpreted in accordance with, English law.
Notice to US investors
The Transaction relates to the acquisition of the securities of an English company, and will be implemented pursuant to either a scheme of arrangement or takeover offer under English law. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules of the US Exchange Act of 1934, as amended. Accordingly, the Transaction may be subject to disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure and procedural requirements of US tender offer rules. Any financial information included in this section of the website may have been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If the Transaction is implemented by way of a takeover offer, that offer will be made in compliance with applicable US laws and regulations.
It may be difficult for US holders of the Company’s shares to enforce their rights and claims arising out of the US federal securities laws, since the Company is located in a country other than the US, and some or all of its officers and directors are residents of a country other than the US. US holders of the Company’s shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.
Confirmation of understanding and acceptance of disclaimer
I certify that I am not (nor do I act on behalf of someone who is) located or resident in any jurisdiction (including any Restricted Jurisdiction) that renders the accessing of the Web Page or parts thereof illegal.
I agree that I will not forward, transfer or distribute (by any means, including by electronic transmission) any documents available on the Web Page, either in whole or in part, to any person in any jurisdiction (including any Restricted Jurisdiction) where such distribution may be restricted by applicable law or regulation.
I represent and warrant to Bidco and each member of the Consortium that I intend to access the Web Page for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights and/or responsibilities.
I agree to be bound by the terms of this notice.
ACCEPTANCE OF DISCLAIMER
By clicking on “Accept”, you hereby acknowledge that you have read and understood the notice set out above, that you are permitted to proceed to the Web Page and that you agree to be bound by the terms of this notice.
By clicking “Decline”, you will not be able to proceed to the Web Page.
I understand and agree