IMPORTANT DISCLAIMER
OFFER FOR CONDOR GOLD PLC (“OFFEREE”) BY METALS EXPLORATION PLC (“BUYER”) (“OFFER”)
ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND/OR ANY OTHER JURISDICTION. 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 OBTAIN A CONSENT OR COMPLY WITH ANY OTHER FORMALITY WHICH THE BUYER REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
THIS MICROSITE CONTAINS CERTAIN ANNOUNCEMENTS, DOCUMENTS AND INFORMATION PUBLISHED BY THE OFFEREE AND/OR THE BUYER RELATING TO THE OFFER (“INFORMATION”) IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (“TAKEOVER 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.
NO OFFER CAN BE VALIDLY ACCEPTED (OR, IF SUCH OFFER IS TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT, VOTED IN FAVOUR OF) BY THE OFFEREE OR ITS SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THIS WEBSITE.
1. ACCESS TO THE INFORMATION
Please read this notice carefully – it applies to all persons who view the Information and, depending upon who you are and where you are located, it may affect your rights or responsibilities. Please note that, as the Offer progresses, the Information as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit the Microsite.
To allow you to view the Information, you have to read the following then click “I ACCEPT”. If you are unable to agree, you should click “I DECLINE” and you will not be able to view any Information.
The Information 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. 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.
2. OVERSEAS JURISDICTIONS
This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
Viewing the Information may be restricted under securities laws in certain jurisdictions. All persons resident outside the United Kingdom who wish to view the Information 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 ON THIS MICROSITE TO ANY RESTRICTED JURIDICTION.
This Microsite contains Information that has been prepared for the purposes of complying with English law and the Takeover Code and the Information disclosed may not be the same as that which would have been disclosed if the 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 are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.
Notice to US Shareholders
The Offer relates to the securities of an English company with a listing on the AIM market of the London Stock Exchange and the Toronto Stock Exchange and is proposed to be implemented pursuant to a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act of 1934, as amended (the “US Exchange Act”). Instead, the Offer is subject to the procedural and disclosure requirements, rules and practices applicable to schemes of arrangement involving a target company incorporated in England and listed on the AIM Market of the London Stock Exchange, which differ from the requirements of US proxy solicitation or tender offer rules.
If, in the future, the Buyer elects, with the consent of the UK Takeover Panel, to implement the Offer by means of a takeover offer (as an alternative to a scheme of arrangement) and determines to extend such takeover offer into the United States, such takeover offer would be made in compliance with all applicable laws and regulations, including, without limitation, to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder. In addition to any such takeover offer, the Buyer, certain affiliated companies and their designated nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in the Offeree outside such takeover offer during the period in which such takeover offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including, to the extent applicable, the US Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service of the UK Financial Conduct Authority and will be available on the London Stock Exchange website: www.londonstockexchange.com.
Any new Buyer shares to be issued in connection with the Offer have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or under the securities laws of any state or other jurisdiction of the United States. Accordingly, such shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into or from the United States absent registration under the US Securities Act or an exemption therefrom and in compliance with the securities laws of any state or other jurisdiction of the United States. If the Offer is implemented by way of a scheme of arrangement, any new Buyer shares to be issued in connection with the Offer are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof.
If, in the future, the Buyer elects, with the consent of the UK Takeover Panel, to implement the Offer by means of a takeover offer or otherwise in a manner that is not exempt from the registration requirements of the US Securities Act, it will file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) that will contain a prospectus with respect to the issuance of the new Buyer shares. In this event, the Offeree shareholders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information, and such documents will be available free of charge at the SEC’s website at www.sec.gov or by directing a request to the Buyer.
Notice to Canadian Shareholders
The Offer relates to the securities of an English company with a listing on the AIM market of the London Stock Exchange and the Toronto Stock Exchange and is proposed to be implemented pursuant to a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the provisions of applicable Canadian securities laws applicable to take-over bids (“Canadian Take-Over Bid Rules”). Accordingly, the Offer is subject to the procedural and disclosure requirements, rules and practices applicable to schemes of arrangement involving a target company incorporated in England and listed on the AIM market of the London Stock Exchange and the Toronto Stock Exchange, which differ in certain areas from the requirements of the applicable securities laws of Canada.
If, in the future, the Buyer elects, with the consent of the UK Takeover Panel, to implement the Offer by means of a takeover offer (as an alternative to a scheme of arrangement) and determines to extend such takeover offer into the provinces of Canada, such takeover offer will be made in compliance with all applicable laws and regulations, including, without limitation, to the extent applicable, the Canadian Take-Over Bid Rules. In addition to any such takeover offer, the Buyer, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in the Offeree outside such takeover offer during the period in which such takeover offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside of Canada and would comply with applicable law, including the applicable Canadian securities laws. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service of the UK Financial Conduct Authority and will be available on the London Stock Exchange website: www.londonstockexchange.com.
Any new Buyer shares to be issued in connection with the Offer have not been and will not be qualified for distribution under the provincial securities laws of Canada. Accordingly, such shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into or from Canada absent a qualification for distribution or an exemption from the prospectus requirements and in compliance with the provincial securities laws of Canada. If the Offer is implemented by way of a scheme of arrangement, any new Buyer shares to be issued in connection with the Offer are expected to be issued in reliance upon the prospectus exemption provided by 2.11 of National Instrument 45-106 – Prospectus Exemptions and in compliance with applicable Canadian securities laws.
The receipt of consideration pursuant to the Offer by a Canadian holder as consideration for the transfer of its shares of the Offeree may be a taxable transaction for Canadian federal income tax purposes and under applicable Canadian provincial income tax laws, as well as foreign and other tax laws. Each Offeree shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Offer applicable to them.
The Offeree is located in a country other than Canada, and some or all of its officers and directors may be residents of a country other than Canada. It may be difficult for Canadian holders of Offeree shares to enforce judgments obtained in Canada against any person that is incorporated, continued or otherwise organised under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.
3. FORWARD-LOOKING STATEMENTS
The Information may contain statements about the Buyer and the Offeree that are or may be deemed to be forward-looking statements.
All statements other than statements of historical facts may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects” or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Buyer’s or the Offeree’s operations and potential synergies resulting from the acquisition; and (iii) the effects of government regulation on the Buyer’s or the Offeree’s business.
These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown 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. These factors include, but are not limited to, the satisfaction of the conditions to the Offer(if any), as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers’ strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and exchange rates, the outcome of any litigation. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the document within which the statement is contained. All subsequent oral or written forward-looking statements attributable to the Buyer or the Offeree or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. The Buyer and the Offeree disclaim any obligation to update any forward-looking or other statements contained in in this Microsite, except to the extent required by applicable law or regulation, including the Takeover Code, the rules made by the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000 and the AIM Rules of the London Stock Exchange.
4. NO PROFIT FORECAST
Save as otherwise expressly stated in any relevant information, no statement in any document contained in this Microsite is intended as a profit forecast or a profit estimate for any period and no statement in any document contained in this Microsite should be interpreted to mean that the earnings or earnings per share of the Offeree or any of its affiliates for current or future financial years will necessarily match or exceed the historical published earnings per share for the Offeree.
5. RESPONSIBILITY
In relation to any Offer-related materials accessible on this Microsite please note any statement of responsibility contained therein.
The Information issued or published by the Buyer speaks only at the specified date of the relevant document or announcement reproduced on this Microsite and the Offeree, the members of Offeree’s Group, the Buyer and the members of the Buyer’s Group have, and accept, no responsibility or duty to update or revise such Information.
In relation to any such announcements 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 Buyer and its directors is for the correctness and fairness of its reproduction.
The directors of each of the Offeree, any member of the Offeree’s Group, the Buyer and any member of the Buyer’s Group have not 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.
6. OTHER
Strand Hanson Limited (“Strand Hanson“), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to the Buyer and no one else in connection with the Offer. Strand Hanson, its affiliates and its or their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Strand Hanson for providing the protections afforded to their clients or for providing advice in relation to the Offer or owe or accept any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person other than the Buyer in connection with the Offer, the contents of this Microsite or any other matters referred to in the Information.
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.
This notice shall be governed by and construed in accordance with English law.
7. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER.
BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, YOU CERTIFY THAT:
- you have read and understood the notice set out above and agree to be bound by its terms;
- you are not (nor do you act on behalf of someone who is) resident in any country that renders the accessing of the materials on this Microsite or parts of it illegal;Â
- you will not forward, transfer or distribute (by any means including by electronic transmission) any of the materials on this Microsite to any other person at any time; and
- you represent and warrant to the Buyer that you intend to access this Microsite for information purposes only.
If you are not able to give these confirmations, you should click on I DECLINE below.
