THIS PART OF THE WEBSITE RELATES TO THE RECOMMENDED CASH ACQUISITION (“OFFER”) FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF CORDEL GROUP PLC (“CORDEL”) BY VOSSLOH AG, TO BE EFFECTED BY A SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006 (“SCHEME”).
YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT CORDEL HAS DESIGNATED FOR THE PUBLICATION OF DOCUMENTS AND INFORMATION IN CONNECTION WITH THE OFFER. PLEASE READ THE FOLLOWING DISCLAIMER AND SIGNIFY YOUR APPROVAL OR DISAPPROVAL BY CLICKING ON THE APPROPRIATE BUTTON AT THE BOTTOM OF THE PAGE. INFORMATION RELATING TO THE OFFER IS BEING MADE AVAILABLE ON THIS PART OF THE WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. ANY POSSIBLE SCHEME OR OFFER CANNOT BE VALIDLY ACCEPTED BY SHAREHOLDERS OF CORDEL OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF THE SCHEME CIRCULAR (OR, IF APPLICABLE, AN OFFER DOCUMENT), IF AND WHEN PUBLISHED, FROM THIS PART OF THE WEBSITE.
THE INFORMATION RELATING TO THE OFFER THAT IS CONTAINED IN THIS PART OF THE WEBSITE MAY NOT BE DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH 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 OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH CORDEL REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”). ANY PERSON SEEKING ACCESS TO THIS PART OF THE WEBSITE REPRESENTS AND WARRANTS TO CORDEL THAT THEY ARE DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY. ELECTRONIC VERSIONS OF THE MATERIALS CONTAINED IN THIS PART OF THE WEBSITE ARE NOT DIRECTED AT, OR ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
1. ACCESS TO INFORMATION RELATING TO THE OFFER
Please read this notice carefully; it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights or responsibilities. This part of the website contains information relating to the Offer. Please note that this notice and the information contained herein may be altered or updated from time to time. You should read the full text of this disclaimer each time you visit this part of the website.
For regulatory reasons, CORDEL must ensure that persons seeking to access this part of the website are made aware of the appropriate regulations for the country which they are in. In order to view information relating to the Offer on this part of the website, you must read the following and then press “I agree” to confirm that you have read and understood this disclaimer. If you are unable to confirm that you have read and understood this disclaimer, you should press “I disagree” and you will not be able to view any such information.
2. OVERSEAS PERSONS
Viewing or distribution of the information contained in this part of the website may not be lawful in certain jurisdictions and may be restricted by law and therefore persons viewing this part of the website, and into whose possession any information in this part of the website comes, should inform themselves about, and observe, any applicable restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.
If you are not permitted to view the information contained in this part of the website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage by clicking on the “I disagree” box below.
Copies of the contents of this part of the website are not being, and must not be, released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction. You should not forward, transmit or show to any other person the announcements, information or documents contained on this part of the website. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.
This part of the website contains information which has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers (the “Code”) and the information disclosed may not be the same as that which would have been disclosed if this had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
3. BASIS OF ACCESS TO INFORMATION RELATING TO THE OFFER
The information relating to the Offer that can be accessed via this part of the website is being made available in good faith and for information purposes only and is subject to these terms and conditions. Any person seeking access to this part of the website represents and warrants to CORDEL that they are doing so legally and for information purposes only. Making information relating to the Offer available in electronic format on this part of the website is not intended to, and does not, constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.
The full terms and conditions of the Offer will be set out in a scheme circular. In deciding whether or not to vote, or procure the vote, in favour of the Scheme (or, if the Offer were to be effected by way of a contractual offer, to accept, or procure the acceptance of, such contractual offer), shareholders of CORDEL should rely only on the information contained, and procedures described, in the scheme circular (or, if applicable, an offer document) .
4. FORWARD-LOOKING STATEMENTS
Certain of the documents contained in this part of the website may contain certain forward-looking statements with respect to the financial condition, results of operations and business of CORDEL and its subsidiaries and subsidiary undertakings and certain plans and objectives of the board of directors of CORDEL. These forward-looking statements can be identified by the fact that they do not relate only 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 directors of CORDEL in 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 in the relevant documents 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 the relevant documents. CORDEL assumes no obligation to update or correct the information contained in the documents in this part of the website. The statements contained in the documents in this part of the website are made as at the date of such documents, unless some other time is specified in relation to them, and service of the relevant documents shall not give rise to any implication that there has been no change in the facts set out in such documents since such date(s).
5. NOT A PROFIT FORECAST
Save as otherwise expressly stated in any relevant information, no statement in this part of the website or the information contained herein is intended as a profit forecast or estimate for any period and no statement in this part of the website or the information contained herein should be interpreted to mean that the earnings or earnings per share of CORDEL for current or future financial years will necessarily match or exceed the historical published earnings per share for CORDEL.
6. RESPONSIBILITY
In relation to any document, announcement or information contained in this part of the website, the only responsibility accepted by the directors of CORDEL is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Documents included in this part of the website speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law and regulation, the Code, the AIM Rules, the Market Abuse Regulation (EU No. 596/2014), as it forms part of the United Kingdom domestic law by virtue of the European Union (withdrawal) Act 2018, as amended or the Disclosure Guidance and Transparency Rules, CORDEL expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offer on this part of the website, any updates or revisions to any statements in such information to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
None of the directors of CORDEL or its affiliated companies have reviewed, and none of them shall have any responsibility for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
If you are in any doubt about the contents of this part of the website 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 United Kingdom, from an appropriately authorised independent financial adviser.
Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for CORDEL and no one else in connection with the Offer and other matters referred to in this part of the website, and will not regard any other person (whether or not they are accessing this part of the website) as a client in relation to the Offer or other matters referred to in this part of the website and is not, and will not be, responsible to anyone other than CORDEL for providing the protections afforded to clients of Strand Hanson Limited, nor for providing advice in relation to the Offer or the contents of this part of the website. Neither Strand Hanson Limited nor any of its affiliates (nor any of their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Strand Hanson Limited in connection with the matters referred to in this part of the website.
7. NOTICE TO US INVESTORS
The Offer is subject to the disclosure and procedural requirements of the United Kingdom which are different from those in the United States. Neither the US Securities and Exchange Commission, nor any securities commission of any state of the United States, has approved or will approve the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of any information contained, or to be contained, in the scheme circular (or, if applicable, an offer document) or in this part of the website. Any representation to the contrary is a criminal offence in the United States.
The financial information included in certain documents contained or to be contained in this part of the website has been prepared in accordance with non-US accounting standards, and thus may not be comparable to financial information 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 in CORDEL to enforce their rights and claims arising out of the US federal securities laws. Holders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.
8. GOVERNING LAW
This notice shall be governed by, and interpreted in accordance with, English law.
9. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER
I have read and understood the disclaimer set out above. I represent and warrant to CORDEL that I intend to access this part of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities. I agree to be bound by its terms. I confirm that I am permitted to proceed to this part of the website and that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this part of the website or parts thereof illegal.
I agree that I will not forward, transmit, transfer, distribute (by any means including by electronic transmission) any documents included in this part of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation. Neither CORDEL nor any of its respective advisers assumes any responsibility for any violation by any person of any of these restrictions.
