PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO VIEW THIS SECTION OF THE WEBSITE (THE "MICROSITE") AND, DEPENDING ON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS. PLEASE NOTE THAT THIS NOTICE AND THE INFORMATION CONTAINED IN IT MAY BE ALTERED OR UPDATED FROM TIME TO TIME, AND SHOULD BE READ 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 NUCLEUS FINANCIAL GROUP PLC ("NUCLEUS").
ACCESS TO THE MATERIALS CONTAINED ON THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT OR LOCATED IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. IF YOU ARE UNABLE, OR HAVE ANY DOUBT WHETHER YOU ARE ABLE TO PROVIDE THE NECESSARY CONFIRMATION YOU SHOULD PRESS 'DECLINE' AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE OFFER (AS DEFINED BELOW).
THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR MAY RESULT IN A SIGNIFICANT RISK OF CIVIL, REGULATORY OR CRIMINAL EXPOSURE IF INFORMATION CONCERNING THE ACQUISITION IS SENT OR MADE AVAILABLE TO PERSONS IN THAT JURISDICTION (A "RESTRICTED JURISDICTION") AND UNLESS OTHERWISE DETERMINED BY NUCLEUS AND PERMITTED BY APPLICABLE LAW AND REGULATION, IT IS NOT INTENDED THAT THESE MATERIALS BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.
Electronic versions of the materials you are seeking to access are being made available on this Microsite by Nucleus in good faith, for information purposes only, and subject to the terms and conditions set out below.
1 BASIS OF ACCESS
The information contained on this Microsite is in respect of the cash offer (the "Offer") by James Hay Holdings Limited (the "Bidder") for the entire issued and to be issued share capital of Nucleus, as referenced in the announcement made by the Bidder on 9 February 2021 under Rule 2.7 of the City Code on Takeovers and Mergers. In particular, the information contained on this Microsite does not constitute or form part of any offer or invitation, or solicitation of any offer or invitation, to sell or otherwise dispose of, purchase, otherwise acquire or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such an offer, invitation or solicitation is unlawful.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither Nucleus nor any of its affiliated companies has, or accepts, responsibility or a duty to update any such information, document or announcement. Nucleus reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
In relation to any document, announcement or information contained on this Microsite, the only responsibility accepted by the directors of Nucleus ("Responsible Persons") is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons, Nucleus or any of its affiliated companies have reviewed, and none of them is or shall be responsible for or accepts any liability in respect of, any information contained on any other website that may be linked to this Microsite by a third party.
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 or, if you are located outside the United Kingdom (the "UK"), from an appropriately authorised independent financial adviser.
3 OVERSEAS PERSONS
Viewing the materials you are seeking to access may be restricted under securities laws in certain jurisdictions. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. All persons resident outside the UK who wish to view the information contained on 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.
The materials contained on this Microsite are not directed at or intended to be accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that 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 jurisdiction where it would be unlawful to do so.
This Microsite contains information that has been prepared for the purposes of complying with the laws of the UK and 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 the UK.
4 IMPORTANT INFORMATION FOR US INVESTORS
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 United States (the "US"). Any financial statements or other financial information included on 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 the US federal securities laws in connection with the Offer, since Nucleus 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 Nucleus or its respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel Nucleus and its respective affiliates to subject themselves to the jurisdiction or judgment of a US state or federal court. In addition, the Offer would be subject to UK disclosure requirements, which are different from certain US disclosure requirements. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant UK rules, which differ from US payment and settlement procedures, particularly with regard to the date of payment of consideration.
The materials do not constitute an offer to acquire or exchange securities in the US. The Offer relates to the shares of a UK company and may be made by means of a scheme of arrangement provided for under UK company law. The Offer will not be not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act").
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer, or passed comment upon the adequacy or completeness of any of the information contained on this Microsite or disproved or passed judgment upon the fairness or the merits of the Offer. Any representation to the contrary is a criminal offence in the US.
5 FORWARD-LOOKING STATEMENTS
This Microsite may contain certain forward-looking statements with respect to the Offer and the financial condition, results or operations and business of, Nucleus and the Bidder and certain plans and objectives of the Bidder with respect to them. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words "anticipate", "target", "predict", "seek", "strategy", "future", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could" and similar expressions, among others, generally identify forward-looking statements.
These forward-looking statements (including those relating to the consummation of the Offer and the anticipated benefits of it) are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the possibility that any of the conditions to the Offer will not be satisfied, adverse effects on the market price of Nucleus’ shares and on Nucleus’ operating results because of a failure to complete the Offer, negative effects relating to announcement of the Offer or the completion of the Offer on the market price of Nucleus’ shares, significant transaction costs and/or unknown liabilities, changes in global, political, economic, business, competitive, market and regulatory forces, the impact of external events such as pandemics or natural disasters (including the ongoing impact of COVID-19), future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments.
These forward-looking statements are based on numerous assumptions and assessments made in light of Nucleus’ or, as the case may be, the Bidder's experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. The factors described in the context of such forward-looking statements on this Microsite could cause the Bidder's or Nucleus’ plans with respect to Nucleus, Nucleus’ actual results, performance or achievements, industry results and developments, to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on this Microsite. Nucleus expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by law.
Unless expressly stated otherwise, no statement contained or referred to on this Microsite is intended to be a profit forecast.
This notice shall be governed by and interpreted in accordance with the laws of the UK.
THE INFORMATION CONTAINED ON THIS MICROSITE 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.
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