IMPORTANT INFORMATION
POSSIBLE OFFER FOR GAMMA COMMUNICATIONS PLC (“Target”)
BY FUNDS MANAGED AND/OR CONTROLLED BY EPIRIS LLP (“Bidder”)
You are attempting to access an area of Bidder’s website (the “Microsite”) that is designated for the publication of announcements, information and documents (together the “Information”) in connection with the evaluation of a possible offer by Bidder for the entire issued and to be issued ordinary share capital of Target (the “Possible Offer”).
The Information in the Microsite is being made available for information purposes only, and its availability is subject to the terms and conditions set out below. If you would like to access the Microsite to view the Information, please read the entirety of this notice carefully before clicking “I agree” or “I disagree” below. If you are unable to agree, or unsure whether you are able to agree, you should click “I disagree”.
ACCESS TO THE MICROSITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OR REGULATIONS OF CERTAIN JURISDICTIONS. IN PARTICULAR, THE INFORMATION IN THE MICROSITE IS NOT DIRECTED AT, OR INTENDED TO BE ACCESSED BY, PERSONS RESIDENT, OR OTHERWISE LOCATED, 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 ANY CONSENT OR OTHER FORMALITY WHICH BIDDER REGARDS AS UNDULY ONEROUS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT, OR OTHERWISE LOCATED, IN SUCH JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE MICROSITE.
Access to the Microsite
This notice applies to all persons who access the Microsite to view the Information and, depending on who you are and where you are located, may affect your rights or responsibilities. The Information in the Microsite does not constitute an offer to sell, or otherwise dispose of, or any invitation or solicitation of any offer to purchase or subscribe for, any securities or the solicitation of a vote or approval.
This notice, the Information in the Microsite, and the availability of the Information in the Microsite to persons resident in certain jurisdictions may be amended, removed or updated by Bidder at any time in whole or in part at the sole discretion of Bidder and accordingly this notice and the Information in the Microsite should be read carefully in full each time you wish to access the Microsite and view the Information.
The Information in the Microsite speaks only at the date of the relevant publication, document or announcement and Bidder 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).
The Information 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 Bidder.
IF YOU ARE PERMITTED TO ACCESS THE MICROSITE AND VIEW THE INFORMATION IN THE MICROSITE, YOU SHOULD NOT RELEASE, DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND, SHARE, TRANSMIT OR SHOW ANY OF THE INFORMATION IN THE MICROSITE (EITHER IN WHOLE OR IN PART, OR DIRECTLY OR INDIRECTLY) TO ANY OTHER PERSON. IN PARTICULAR, YOU SHOULD NOT RELEASE, DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND, SHARE OR OTHERWISE TRANSMIT THE INFORMATION CONTAINED THEREIN (EITHER IN WHOLE OR IN PART OR DIRECTLY OR INDIRECTLY) TO ANY PERSON RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD VIOLATE THE RELEVANT LAWS OR REGULATIONS IN THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT ON ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH BIDDER REGARDS AS UNDULY ONEROUS.
The Information in the Microsite has been prepared and disclosed for the purposes of complying with English law and the City Code on Takeovers and Mergers and may not be the same as that which would have been disclosed if it had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
Persons located outside the United Kingdom (the “UK”)
The Information in the Microsite is not directed at or intended to be accessible by persons resident or located in any jurisdiction if 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 any governmental or other consent on any registration, filing or other formality which Bidder regards as unduly onerous.
As a consequence of legal restrictions, the release, publication or distribution of Information in the Microsite in certain jurisdictions or to certain persons may be restricted or unlawful. It is the responsibility of any person who wishes to access the Microsite, and into whose possession any Information in the Microsite comes, who is resident or located outside of the UK to inform themselves about, and fully observe, any applicable legal or regulatory requirements and restrictions applicable in their jurisdiction. Any failure to comply with such requirements and restrictions may constitute a violation of the securities laws of such jurisdiction and Bidder and its advisers do not assume any responsibility for any violation by any person of any of these requirements or restrictions. Therefore, if you are, or have any doubt as to whether you are, resident or located in a jurisdiction that renders the accessing of the Microsite or parts thereof illegal, whether or not subject to the making of certain notifications or taking of any other action, you should not continue to seek to access the Microsite and should exit this webpage immediately without accessing any of the Information in the Microsite by clicking on the “I disagree” box below.
Forward-looking statements
Some of the Information in the Microsite (including information included or incorporated by reference) may include statements, other than statements of historical facts, that are or may be deemed to be “forward-looking statements”. Without limitation, any statements preceded or followed by or that include the words “target”, “aims”, “estimates”, “will”, “may”, “should”, “goals”, “hopes”, “continue”, “believes”, “expects”, “intends”, “anticipates”, “forecasts”, “plans” and “projects” or similar words or expressions of similar substance, or the negative thereof, identify forward-looking statements.
By their nature, these forward-looking statements are prospective and are not based on historical facts, but rather on the current expectations, assessments and assumptions of the management of Bidder and/or Target about future events and are therefore subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements. Neither Bidder nor Target nor any of their respective members, directors, officers, employees, advisers, affiliated companies or any person acting on their behalf provides any representation, assurance or guarantee that the events expressed or implied in any forward-looking statements will prove to be correct or will actually occur. Given these risks and uncertainties, you should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of this notice, as a prediction of actual results.
Bidder 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 of the forward-looking statements set out in the Information in the Microsite, whether as a result of new information, future events or otherwise, except to the extent required by legal or regulatory obligation.
If you click “I disagree” above, we will be unable to provide you with access to the Microsite and the Information contained therein, and you will be redirected to Bidder’s homepage.