FOLLOWING A 2.7 "FIRM OFFER" ANNOUNCEMENT: RECOMMENDED CASH OFFER ("OFFER") OF CRESTCHIC PLC ("CRESTCHIC") BY AGGREKO LIMITED ("AGGREKO")
ACCESS TO THIS AREA OF THE WEBSITE ("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 OBTAIN A CONSENT OR COMPLY WITH ANY OTHER FORMALITY WHICH CRESTCHIC REGARDS AS UNDULY ONEROUS (A "RESTRICTED JURISDICTION").
THIS MICROSITE CONTAINS CERTAIN ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE "INFORMATION") PUBLISHED BY CRESTCHIC AND/OR AGGREKO RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE "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 CRESTCHIC 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 OFFER
Please read this notice carefully – it applies to all persons who view the Information contained in this Microsite 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 on the Microsite 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.
For regulatory reasons, Crestchic must ensure that persons seeking to access this Microsite are made aware of the appropriate regulations for the country which such person is in. To allow you to view the Information and details relating to the Offer on this part of the Microsite, you have to read the following in its entirety then click "ACCEPT". If you are unable to agree, you should click "DECLINE" and you will not be able to view any Information about the Offer.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. 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 you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside the United Kingdom 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 ON THIS MICROSITE TO ANY RESTRICTED JURISDICTION.
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 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 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.
Additional U.S. information
The Offer relates to the securities of an English company and is subject to UK procedural and disclosure requirements that are different from those of the United States. Neither the US Securities and Exchange Commission, nor any securities commission of any state of the United States, has approved the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of any Information. Any representation to the contrary is a criminal offence in the United States. 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 United States. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer, since Crestchic is located in a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. US holders of shares may not be able to sue Crestchic or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel Crestchic and its affiliates to subject themselves to the jurisdiction or judgment of a US court.
The Offer will be subject to the applicable requirements of the Takeover Code, the UK Takeover Panel, the London Stock Exchange and the Financial Conduct Authority.
Any securities referred to in the information relating to the Offer that can be accessed via this part of the Microsite have not been and will not be registered under the Securities Act of 1933 (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
You should be aware that Aggreko may purchase or arrange to purchase Crestchic shares otherwise than under any offer or scheme related to the Offer, such as in the open market or privately negotiated purchases.
3. FORWARD-LOOKING STATEMENTS
This Microsite and the Information contained in it may contain statements about Aggreko and Crestchic 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 Aggreko's or Crestchic's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Aggreko's or Crestchic's business.
These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Aggreko or Crestchic. 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, 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 Offers 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 Aggreko or Crestchic 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. Aggreko and Crestchic disclaim any obligation to update any forward-looking or other statements contained in in this Microsite, except as 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 Crestchic or any of its affiliates for current or future financial years will necessarily match or exceed the historical published earnings per share for Crestchic.
In relation to any offer-related materials accessible on this Microsite please note any statement of responsibility contained therein.
The Information and documents included in this Microsite issued or published by Crestchic speak only at the specified date of the relevant document or announcement reproduced on this Microsite. Subject to any continuing obligations under applicable law, the Takeover Code or the AIM Rules of the London Stock Exchange, Crestchic, the members of the Crestchic Group, Aggreko and the members of the Aggreko Group expressly disclaims any obligation or responsibility to disseminate, after the date of the posting of information relating to the Offer on this part of the Microsite, any updates or revisions to any statements in the Offer or the Information to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
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 Crestchic and its directors is for the correctness and fairness of its reproduction. No other liability, express or implied, is accepted by any such person for the content of such information, save that nothing shall exclude the liability of a person for their fraud or fraudulent misrepresentation.
The directors of each of Crestchic, any member of the Crestchic Group, Aggreko and any member of the Aggreko 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.
Smith Square Partners LLP, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as financial adviser exclusively to Crestchic and no one else in connection with the Offer and will not be responsible to anyone other than Crestchic for providing the protections afforded to its clients nor for providing advice in relation to the Offer, the contents of this Microsite or any other matters referred to in the Information. Neither Smith Square Partners nor any of its affiliates 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 Smith Square Partners in connection with this Offer.
Centerview Partners UK LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to Aggreko and for no one else in connection with the Offer and will not be responsible to anyone other than Aggreko for providing the protections afforded to its clients nor for providing advice in relation to 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 "ACCEPT" BUTTON BELOW, YOU CERTIFY THAT:
(i) you have read and understood the entire notice set out above and agree to be bound by its terms;
(ii) 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;
(iii) you will not seek to copy, mail, forward, distribute or send (by any means including but not limited to sending, circulating or distributing by electronic transmission) any of the materials on this Microsite to any other person at any time; and
(iv) you represent and warrant to Crestchic that you intend to access this Microsite for information purposes only, that you have read and understood the notice set out above and that you understand that it may affect your rights or responsibilities.
If you are not able to give these confirmations, you should click "DECLINE" below.Agree Disagree