Offer (the “Offer”) for the issued and to be issued shares in DWF Group plc ("DWF") by Inflexion Private Equity Partners LLP ("Inflexion")
THIS SECTION OF THE WEBSITE (THE “INFORMATION HUB”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER, THE “INFORMATION”) PUBLISHED BY DWF AND/OR INFLEXION RELATING TO THE OFFER. 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 HUB MAY BE RESTRICTED UNDER SECURITIES LAWS 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 IN THE INFORMATION HUB.
Access to the INFORMATION HUB
If you would like access to the Information, please read this notice carefully - it applies to all persons who view this INFORMATION HUB and, depending on where you are located, it may affect your rights or responsibilities. DWF reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the INFORMATION HUB. In addition, the contents of the INFORMATION HUB may be amended at any time in whole or in part at the sole discretion of DWF and without notice.
Basis of access
The Information is not intended to, and does not, constitute or form any part of a recommendation or an offer to sell or otherwise dispose of or an invitation or the solicitation of an offer to purchase or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the transaction or otherwise in any jurisdiction in which such an offer or solicitation is unlawful.
The Information speaks only at the date of the relevant document or announcement and DWF has, and accepts, no responsibility or duty to update any Information, or notify any party that any Information has been updated (other than to the extent such duty arises as a matter of law or regulation).
If you are in doubt about the contents of this INFORMATION HUB or the action you should take, you should seek advice from an independent financial adviser authorised and regulated in the United Kingdom by the Financial Conduct Authority or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser as to the suitability of any action.
The Information contained in this INFORMATION HUB 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 DWF or Inflexion.
In relation to any Information contained in this INFORMATION HUB, the only responsibility accepted by DWF is for the correctness and fairness of its reproduction or presentation, unless a responsibility statement in any relevant document expressly provides otherwise.
Neither DWF nor its directors, officers, employees or members, nor any of its or their affiliated entities, 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 this INFORMATION HUB by a third party.
The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which DWF regards as unduly onerous (each a “Restricted Jurisdiction”). Accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. Any person resident or located outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themself of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.
Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.
If you are not resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction.
By clicking "ACCEPT" below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that DWF is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give this representation, do not click "ACCEPT" and do not view the Information.
If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this INFORMATION HUB and seek independent advice. Neither DWF nor any of its advisers assume any responsibility for any violation by any person of any of these restrictions. To the fullest extent permitted by applicable law, DWF and its respective officers, directors, employees, consultants, advisers, agents and representatives, disclaim any and all responsibility or liability for the violation of such restrictions by any person.
This INFORMATION HUB contains Information that has been prepared for the purposes of complying with English law, and, in particular, the City Code on Takeovers and Mergers, 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.
Forward looking statements
The Information may contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Inflexion and/or DWF about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in the Information include statements relating to the expected effects of the Offer on DWF (including its future prospects, developments and strategies), the expected timing and scope of the Offer and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved (or, in each case, their negative or other variations). Although Inflexion and/or DWF (as the case may be) believe that the expectations reflected in such forward-looking statements are reasonable, Inflexion and/or DWF (as the case may be) cannot give assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to complete the Proposed Offer; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions on the proposed terms and schedule; future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the Proposed Offer not being realised as a result of changes in general economic and market conditions in the countries in which Inflexion or DWF operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Inflexion or DWF operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward looking statements should therefore be construed in the light of such factors. Neither DWF, nor any of its associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. No reliance should be placed on any of these forward-looking statements. Other than in accordance with its legal or regulatory obligations, DWF is under no obligation, and DWF expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
No profit forecast
Save as otherwise expressly stated in any relevant information, no statement in any document contained in the INFORMATION HUB is intended as a profit forecast or a profit estimate for any period and no statement in any document contained in the INFORMATION HUB should be interpreted to mean that the earnings or earnings per share of DWF and any of its affiliates for current or future financial years will necessarily match or exceed the historical published earnings or earnings per share.
THE DOCUMENTS IN THE INFORMATION HUB MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
Electronic versions of these materials are not directed at or accessible by persons resident or located in a Restricted Jurisdiction.
This notice, and any non-contractual obligations arising out of or in connection with this notice, shall be governed by, and interpreted in accordance with, English law.
Acceptance of disclaimer
If you are not resident or located in a Restricted Jurisdiction and are able to give the confirmations set out below, please click on "ACCEPT".
Confirmation of understanding and acceptance
In order to view the materials on this INFORMATION HUB, by clicking on the "ACCEPT" box below, you are making the following confirmations:
- I represent and warrant to DWF that I intend to access this INFORMATION HUB for information purposes only, that I have read and understood the notice set out above and that I agree to be bound by its terms;
- I represent and warrant to DWF that I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the Information does not constitute a violation of the relevant laws of such jurisdiction and I am not resident or located in, or acting on behalf of someone who is resident or located in, a Restricted Jurisdiction;
- I represent and warrant to DWF that I will not copy, forward, transfer or distribute (by any means including electronic transmission) any Information either in whole or in part to any person who is resident or located in a Restricted Jurisdiction; and
- I represent and warrant to DWF that no person (including, without limitation, DWF and its affiliated entities and their respective officers, directors, employees, consultants, advisers, agents and representatives) will breach any applicable law or regulation in connection with my access to this INFORMATION HUB.
If you are not able to give these confirmations (as applicable), you should click on "DECLINE" below and we cannot provide you with the Information.