Disclaimer
DISCLAIMER – IMPORTANT INFORMATION
Please read this notice carefully – it applies to all persons who view this site. Please note that the disclaimer set out below may be altered or updated from time to time. You should read it in full each time you visit the site.
Basis of Access
Access to electronic versions of the Materials is being made available on this webpage by the Company for information purposes only. Any person seeking access to this webpage represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute or form part of an offer to sell or the solicitation of an offer to buy securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities of the Company.
The information contained in the Materials is not comprehensive. Although care has been taken by the Company in the preparation of the information, not all such information may be accurate and up to date in all respects and the Company accepts no responsibility to update the information contained in this webpage. No reliance may be placed for any purpose whatsoever on the information or opinions contained in the Materials or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein. No representation or warranty, express or implied, is given by or on behalf of the Company or either J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) or Investec Bank plc (together the “Banks”) or any such persons’ affiliates or their respective directors, officers, employees, agents or advisers or any other person as to the accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose of the information or opinions contained on this webpage and no liability whatsoever is accepted by the Company or either of the Banks or any of such persons’ affiliates or their respective directors, officers, employees, agents or advisers or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith. Each of the Company and the Banks and their respective directors, employees, agents, affiliates or advisers assume no responsibility to you or any third party for the consequences of any errors or omissions. Each of the Company and the Banks does not accept any responsibility, obligation or liability whatsoever for any direct or indirect or consequential loss or damages of any kind resulting from any use of or reliance on this webpage or any information contained in it.
Please note that the information appearing in the Materials is accurate only as of the date of the relevant document, regardless of the time of delivery of the document or of any offer or sale of the New Ordinary Shares. Each of the Company and the Banks expressly disclaims any duty to provide any additional information, update or keep current information contained in the Materials, or to remedy any omissions in or from the Materials and any opinions expressed in the Materials except as required by applicable law. Any opinions expressed in the Materials are subject to change without notice.
Unless otherwise determined by the Company and permitted by applicable law and regulation, copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise forwarded, published, distributed, transmitted or sent in or into the United States, Australia, Canada, Hong Kong, Japan, the Kingdom of Saudi Arabia, the Republic of Korea, Singapore, South Africa or the United Arab Emirates and persons receiving such documents (including custodians, nominees and trustees) must not publish, distribute, forward, transmit or send them in, into or from the United States, Australia, Canada, Hong Kong, Japan, the Kingdom of Saudi Arabia, the Republic of Korea, Singapore, South Africa or the United Arab Emirates. The Company and its advisers do not assume any responsibility for any violation by any person of any of these restrictions.
General
Certain elements of, and statements in, the Materials relate to the future, including statements that are, or may be deemed to be, “forward looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “targets”, “predicts”, “projects”, “assumes”, “expects”, “intends”, “plans”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology or by their context. These forward-looking statements include all matters that are not historical facts. They appear in a number of places and include, but are not limited to, statements regarding the Group’s intentions, beliefs or current expectations concerning, amongst other things, the Group’s business, results of operations, financial condition, liquidity, prospects, growth and strategies. These statements, including the explanatory wording in the Materials in relation to the Company’s working capital, relate to future events or on the future performance of the Company but do not seek in any way to qualify the working capital statement given by the Company.
Forward-looking statements are not guarantees or predictions of future performance, and are subject to known and unknown risks, uncertainties and other factors, including the risk factors set out in the Materials, many of which are beyond the Group’s control, and which may cause the Group’s actual results of operations, financial condition and liquidity, and the development of the industry in which the Group operates to differ materially from those made in or suggested by the forward-looking statements set out in the Materials.
Past performance of the Company cannot be relied on as a guide to future performance. Forward-looking statements speak only as at the date of the Materials. To the extent required by applicable law or regulation (including as may be required by the Companies Act, Prospectus Regulations Rules, Listing Rules, MAR, Disclosure Guidance and Transparency Rules and FSMA), the Company will update or revise the information contained in the Materials. Otherwise, the Company as well as the Banks and each of their respective directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligations or undertaking to release any update of, or revisions to, any forward-looking statements in the Materials to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which such statement is based. No statement in the Materials is intended to be a profit forecast. As a result, you are cautioned not to place any undue reliance on such forward-looking statements. In addition, even if the results of operations, financial condition and liquidity of the Group, and the development of the industry in which the Group operates, are consistent with the forward-looking statements set out in the Materials, those results or developments may not be indicative of results or developments in subsequent periods.
Other than as required by English law, none of the Company, its officers, advisers or any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in the Materials will actually occur, in part or in whole.
Additionally, statements of the intentions of the Board and/or Directors reflect the present intentions of the Board and/or Directors, respectively, as at the date of the Materials and may be subject to change as the composition of the Board alters, or as circumstances require.
If certain risks and uncertainties materialise, or if certain underlying assumptions prove incorrect, events described in the Materials may not be as anticipated, believed, estimated or expected and/or it may not be possible to achieve the financial targets and strategic objectives set out in the Materials. You should not place reliance on forward-looking statements, which speak only as at the date of the Materials.
Any other information contained in, or that can be accessed via the Company’s webpage does not constitute a part of the Materials.
You are responsible for protecting against viruses and other destructive items. Your use of this webpage is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses or other items of a destructive nature.
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Securities have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook (the “Sourcebook”); and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment”).Notwithstanding the Target Market Assessment, distributors should note that: (a) the price of the Securities may decline and investors could lose all or part of their investment; (b) the Securities offer no guaranteed income and no capital protection; and (c) an investment in the Securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the selling restrictions set out in the underwriting and sponsor’s agreement. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively of the Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Securities. Each distributor is responsible for undertaking its own target market assessment in respect of the Securities and determining appropriate distribution channels.
Confirmation of understanding and acceptance of disclaimer
By clicking on the “Agree” button, you warrant that you have read and understood the information set forth above, are not resident or physically present in the United States, Australia, Canada, Hong Kong, Japan, the Kingdom of Saudi Arabia, the Republic of Korea, Singapore, South Africa or the United Arab Emirates, are not acting on behalf of someone who is resident or physically present in the United States (unless (a) each such account is a “qualified institutional buyer” (a “QIB”) as defined in Rule 144A under the U.S. Securities Act of 1933, as amended, (b) you have sole investment discretion with respect to each such account and (c) you have full power and authority to make the acknowledgments, representations, warranties and agreements herein on behalf of each such account), Australia, Canada, Hong Kong, Japan, the Kingdom of Saudi Arabia, the Republic of Korea, Singapore, South Africa or the United Arab Emirates and agree that you will not transmit or otherwise send any information contained in the Materials (either in whole or in part) to any person in the United States, Australia, Canada, Hong Kong, Japan, the Kingdom of Saudi Arabia, the Republic of Korea, Singapore, South Africa or the United Arab Emirates or to publications with a general circulation in the United States, Australia, Canada, Hong Kong, Japan, the Kingdom of Saudi Arabia, the Republic of Korea, Singapore, South Africa or the United Arab Emirates. You agree to be bound by these terms, that you are permitted to proceed to electronic versions of the Materials, and that breach of these certifications could mean that you are in breach of applicable laws or regulations.
This disclaimer shall be governed by, and interpreted in accordance with, English law.