Recommended offer by CVI U.K. Ltd (the "Offeror"), a newly incorporated entity owned (i) directly by Berry Bros. & Rudd Limited and (ii) indirectly by Symington Family Estates, as members of a consortium (the "Consortium"), for Hambledon Vineyard plc (the "Offeree") (the "Offer")
ACCESS TO THIS AREA 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 AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO 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 THE OFFEROR REGARDS AS UNDULY ONEROUS.
You are attempting to access this Microsite that is designated for the publication of documents and information in connection with the Offer.
Please read this notice carefully - it applies to all persons who view this Microsite and, depending on where you are located, may affect your rights or responsibilities. The disclaimer set out below may be altered or updated from time to time. You should read it in full each time you visit this Microsite. In addition, the contents of Microsite may be amended at any time in whole or in part at the sole discretion of the Offeror.
This Microsite contains electronic versions of announcements, documents and information (the "Information") relating to the Offer in compliance with the City Code on Takeovers and Mergers (the "Code"). The Information you are seeking to access is being made available in good faith and for information purposes only and are subject to the terms and conditions set out below. Any person seeking to access this Microsite represents and warrants to the Offeror and the Consortium that they are doing so for information purposes only.
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 will not be able to view information about the Offer.
Nothing on, or which can be downloaded from, this Microsite constitutes an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities in any jurisdiction.
The Offer will be made solely by means of either an offer document (if the Offer is to be implemented by way of a takeover offer pursuant to Part 28 of the Companies Act 2006 (the "Act")) or a scheme document (if the Offer is to be implemented by means of a scheme of arrangement pursuant to Part 26 of the Act), which will contain the full terms and conditions of the Offer, including details on how it may be accepted. Any decision made by an Offeree shareholder should be made solely and only on the basis of the information provided in any such documents.
NO OFFER (IF MADE) CAN BE VALIDLY ACCEPTED BY OFFEREE SHAREHOLDERS OR ANY OTHER PERSON BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THIS MICROSITE. OFFEREE SHAREHOLDERS SHOULD SEEK ADVICE FROM AN APPROPRIATE INDEPENDENT FINANCIAL ADVISER AS TO THE SUITABILITY OF ANY ACTION FOR THE INDIVIDUAL CONCERNED.
Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the "UK") who wish to view this Microsite 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 applicable legal or regulatory requirements applicable in their jurisdiction.
The Information is not directed at or intended to be accessible by persons resident in the United States, Canada, Australia or Japan or in any other jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction (each a "Restricted Jurisdiction").
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE, IN WHOLE OR IN PART, TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY RESTRICTED JURISDICTION.
This Microsite contains Information that has been prepared for the purposes of complying with English law and the Code. 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.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or you are in any doubt, you should not continue to seek to access this Microsite.
Additional US information
The Offer relates to the securities of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer, since the Offeror is located in a country other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of shares may not be able to sue the Offeror or its respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel the Offeror and its respective affiliates to subject themselves to the jurisdiction or judgment of a US court.
Forward looking statements
This Microsite and the Information contained in it contains certain statements which are, or may be deemed to be, forward looking statements with respect to the financial condition, results of operations and business of the Consortium, the Offeror and/or the Offeree, as appropriate, and certain plans and objectives of the boards of directors of the Offeror, the Consortium and/or the Offeree. These forward looking statements can be identified by the fact that they do not relate to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of the Offeror, the Consortium and/or the Offeree, as appropriate, in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward looking statements involve risk and uncertainty and the factors described in the context of such forward looking statements could cause actual results and developments to differ materially from those expressed in or implied by such forward looking statements.
Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Microsite and the Information contained herein. Except as required by applicable law or regulation, the Offeror and the Consortium assume no obligation to update or correct the Information contained in this Microsite and the Information contained herein.
No profit forecasts or estimates or quantified financial benefit statements
Save as otherwise expressly stated in any relevant information, no statement in this Microsite or the Information contained in it is intended as a profit forecast or estimate for any period or a quantified financial benefits statement and no statement should be interpreted to mean that earnings or earnings per share for the Offeror or the Offeree, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for the Offeror or the Offeree, as appropriate.
In relation to any Offer-related materials accessible on this Microsite please note any statement of responsibility contained therein.
In relation to any announcements, documents or other Offer-related materials issued or published by any third party, or which relate to any third party, that are accessible on this Microsite, the only responsibility accepted by the Offeror, the Consortium and their respective directors is for the correctness and fairness of its reproduction.
The documents included in this Microsite are stated only at the specified date of the relevant document and, except as required by the Financial Conduct Authority and the Code or any other applicable law, the Offeror and the Consortium have, and accept, no responsibility or duty to update or revise such documents.
Neither the directors of the Offeror, the Consortium nor the Offeree 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 Microsite.
If you are in any doubt about the contents of this Microsite 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 UK, from an appropriately authorised independent financial adviser.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of understanding and acceptance
BY CLICKING ON THE "ACCEPT" BUTTON BELOW, YOU CERTIFY THAT:
- you have read and understood the terms of this notice and agree to be bound by its terms;
- you are not (nor do you act on behalf of someone who is) resident in any jurisdiction that considers the accessing of the Information on this Microsite or any part of it unlawful;
- you will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the Information on this Microsite, in whole or in part, to any other person in any Restricted Jurisdiction; and
- you represent and warrant to the Offeror that you intend to access this Microsite for information purposes only and that you understand that it may affect your rights or responsibilities.
If you are not able to give these confirmations, we cannot provide you access to the Microsite.