Disclaimer
Recommended offer by Irwell Financial Services Bidco Limited (Irwell Bidco) (a newly formed company indirectly owned by a limited partnership managed by Harwood Private Equity LLP) for Frenkel Topping Group plc (Frenkel Topping) (the Offer).
ACCESS TO THIS AREA OF THE WEBSITE (THE 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 MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE 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 FRENKEL TOPPING REGARDS AS UNDULY ONEROUS (A RESTRICTED JURISDICTION).
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND/OR INFORMATION (THE INFORMATION) PUBLISHED BY FRENKEL TOPPING AND/OR IRWELL BIDCO RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE CODE). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Access to the Information
If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. Frenkel Topping reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of Frenkel Topping.
To allow you to view the Information, you must read this notice and then click ‘I ACCEPT’. If you are unable to agree, you should click ‘I DECLINE’ and you will not be able to view the Information.
The Information contained in this Microsite 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 an offer or scheme 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.
Overseas jurisdictions
This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
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 the Information contained in 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 legal or regulatory requirements applicable in their jurisdiction.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE 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 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 England and Wales.
It is your responsibility to satisfy yourself as to the full observance with any relevant laws and regulatory requirements applicable in your jurisdiction. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite and seek independent advice. Neither Frenkel Topping, nor Irwell Bidco, nor either of their affiliated companies, nor any of their respective directors or advisers assume any responsibility for any violation by any person of any of these restrictions.
Additional United States (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 US. 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 US. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under US federal securities laws in connection with the Offer, as Frenkel Topping is located in a country other than the US, and some or all of its officers and directors may be residents of countries other than the US. US holders of shares may not be able to sue Frenkel Topping or its respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel Frenkel Topping and/or its affiliates to subject themselves to the jurisdiction or judgment of a US state or federal court.
The Offer is expected to be implemented by way of a scheme of arrangement provided for under English company law (a Scheme). A transaction effected by means of a Scheme is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act of 1934, as amended. Accordingly, the Offer may be subject to the disclosure requirements of, and practices applicable in, the UK to Schemes, which may differ from the disclosure requirements of the US tender offer and proxy solicitation rules. However, if, in the future, Irwell Bidco were to exercise its right to implement the Offer by way of a takeover offer, such offer would be required to be made in compliance with applicable US securities laws and regulations.
Forward-Looking Statements
This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of: (i) Frenkel Topping and the Frenkel Topping Group (being Frenkel Topping and its subsidiaries and subsidiary undertakings); and (ii) Irwell Bidco and the Irwell Holdco Group (being Irwell Bidco and its subsidiaries and subsidiary undertakings).
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are prospective in nature, include statements of future expectations that are based on management’s current expectations and assumptions and involve (and are subject to) known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of the Frenkel Topping Group and/or the Irwell Holdco Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements may (but will not always) be identified by their use of terms and phrases including, but not limited to: “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”, “intend”, “may”, “objectives”, “outlook”, “plan”, “probably”, “project”, “risks”, “seek”, “should”, “target”, “will” and similar terms and phrases.
By their very nature, forward-looking statements involve risks and uncertainties. There are several factors that could affect the future operations of the Frenkel Topping Group and/or the Irwell Holdco Group and could cause those results and developments to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to UK, European and global economic and political conditions (including the current conflict in Ukraine and the repercussions of the US’ trade tariffs); market related risks such as fluctuations in interest rates and foreign exchange rates; industry trends; the timing impact and other uncertainties of future or planned acquisitions, disposals or offers; changes in government, regulations, laws and the policies and actions of governments, central banks and regulatory authorities (including changes related to capital and solvency requirements, whether in the UK, Europe or globally), the impact of competition, inflation or deflation; the impact of tax and other legislation or regulations in the jurisdictions in which the Frenkel Topping Group and/or the Irwell Holdco Group and each of their affiliates operate; or difficulties relating to the Offer when the Offer is implemented.
All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section, and other unknown or unpredictable factors could cause actual results to differ materially from those in any forward-looking statement. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in the latest annual report of Frenkel Topping, its interim results, trading updates and other announcements (available at frenkeltoppinggroup.co.uk/group-news/). These factors should also be considered by the reader.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. Neither the Frenkel Topping Group nor the Irwell Holdco Group undertakes any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
Responsibility
In relation to any Offer-related materials accessible on this Microsite please note any statement of responsibility contained therein.
The documents included in this Microsite issued or published by Frenkel Topping speak only at the specified date of the relevant document and Frenkel Topping has, and accepts, no responsibility or duty to update or revise such documents, subject to any continuing obligations under applicable law, the Code or any relevant listing rules.
In relation to any such announcements or other Offer-related materials issued or published by Irwell Bidco that are accessible on this Microsite, the only responsibility accepted by Frenkel Topping and its directors is for the correctness and fairness of its reproduction.
Neither the directors of Frenkel Topping, nor any of their 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, save that nothing shall exclude the liability of a person for their fraud or fraudulent misrepresentation.
Other
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 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
THE INFORMATION RELATING TO THE OFFER THAT IS CONTAINED IN THIS PART OF THE MICROSITE MAY NOT BE DOWNLOADED BY ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
This notice shall be governed by and construed in accordance with English law.
Confirmation of understanding and acceptance
In order to view the Information about the Offer, please click on ‘ACCEPT’ below. By clicking on ‘ACCEPT’, you are making the following confirmations:
- 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 a Restricted Jurisdiction or any country that renders the accessing of the materials on this Microsite or parts of it illegal.
- I will not print, download, or otherwise seek to copy, mail, forward, distribute or send (by any means, including by electronic transmission) any of the materials on this Microsite, either in whole or in part, to any other person at any time.
- I represent and warrant to Frenkel Topping that I intend to access this Microsite for information purposes only, that I have read and understood the notice set out above and that I understand that it may affect my rights or responsibilities.
If you are not able to give these confirmations, we cannot provide you with information on this area of the website and you should click on I DECLINE below.