Please read and confirm that you accept the following terms and conditions.
IMPORTANT NOTICE
Please read this notice carefully – it applies to all persons who view this section of the website.
POSSIBLE OFFER BY TA ASSOCIATES (UK), LLP AND/OR ITS AFFILIATES (“BIDDER”) FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF ADVANCED MEDICAL SOLUTIONS GROUP PLC (“AMS”) (THE “POSSIBLE OFFER”).
THIS SECTION OF THE WEBSITE (THE “MICROSITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY AMS AND/OR BIDDER RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS (A) NOT DIRECTED AT, AND IS NOT 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 COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY THAT AMS CONSIDERS TO BE UNDULY ONEROUS (A “RESTRICTED JURISDICTION”) OR (B) NOT FOR DISTRIBUTION IN OR INTO ANY RESTRICTED JURISDICTION. 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 information relating to the Possible Offer
You are attempting to enter the Microsite, which is designated for the publication of documents and information in connection with the Possible Offer.
The Information is not intended to, and does not, constitute or form part of any offer to sell or otherwise dispose of, or an invitation or solicitation of any offer to purchase or subscribe for or otherwise acquire, any securities in the capital of AMS or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Possible Offer, if made, would be made solely by means of an offer document 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 such offer should be made solely on the basis of the information provided in any such document.
Please read this notice carefully – it applies to all persons who view the Microsite and, depending upon who you are and where you are resident or located, it may affect your rights and responsibilities. AMS reserves the right to amend or update this notice from time to time, and therefore this notice should be read carefully each time you attempt to visit the Microsite. In addition, the contents of the Microsite may be amended at any time, in whole or in part, at the sole discretion of AMS.
To allow you to view the Information, you are required to read the following and then, if you are able to agree, click “I ACCEPT” below. If you are unable to agree, you should click “I DECLINE” below and you will not be able to view the Information.
Overseas persons
The Information is not for publication or distribution, directly or indirectly, in or into any Restricted Jurisdiction and the availability of the Information to persons who are not resident and located in the United Kingdom may be affected by the laws of those jurisdictions. 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 person may be allowed to view the Information. Any person resident or located outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
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. If you are not permitted to view the Information, 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 the Microsite by clicking “I DECLINE” below. Neither AMS, Bidder nor any of their respective directors, employees, agents or advisers assumes any responsibility for any violation by any person of those restrictions.
Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent, in whole or in part, directly or indirectly, in or into a Restricted Jurisdiction and persons receiving the Information (including custodians, nominees and trustees) must not distribute or send it, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction.
By clicking “I ACCEPT” below, you represent and warrant to each of AMS and Bidder that you are not a national of, or resident in, a Restricted Jurisdiction and that AMS is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give that representation and warranty, do not click “I ACCEPT” below.
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 the Microsite by clicking “I DECLINE” below and seek independent advice.
To the fullest extent permitted by applicable law, AMS and Bidder and their respective directors, employees, agents and advisers disclaim any and all responsibility or liability for the violation of such restrictions by any person.
Various contents of the Information have been prepared in accordance with English law and the Code and, accordingly, the Information may not be the same as that which would have been made available in jurisdictions outside England and Wales.
Additional US information
The Possible 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. Any financial statements or other financial information included in the 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 Possible Offer, since AMS 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 AMS or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel AMS and its affiliates to subject themselves to the jurisdiction or judgment of a US court.
Forward-looking statements
The Microsite contains Information which may include statements which are, or may be deemed to be, “forward-looking statements”. Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the subject matter of such statements and are subject to risks and uncertainties that could cause the actual outcomes to differ materially from those expressed or implied by those statements. In some cases, forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects”, “intends”, “may”, “will” or “should” or their negatives or other variations or comparable terminology. 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. Those events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of those risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither AMS, Bidder, any of their respective affiliates nor the directors, officers, employees or advisers of any such person provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any such forward-looking statements will actually occur. Given those risks and uncertainties, persons viewing the Information should not place any reliance on forward-looking statements.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. The Information speaks only as at the specified date of the relevant document. Each of AMS and its affiliates and each of the directors, officers, employees and advisers of each such person expressly disclaims any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
Basis of access to the Information
Access to the Information is being made available by AMS in good faith and for information purposes only. Any person seeking access to the Information represents and warrants to AMS and Bidder that he or she is doing so for information purposes only.
You should not download, mail, forward, distribute, send or share the Information to or with any person. In particular, you should not mail, forward, distribute or send the Information directly or indirectly in, into or from any Restricted Jurisdiction.
If you are in any doubt about the contents of this disclaimer, the Information or the Microsite or, where applicable, the action you should take, you should seek your own financial advice from, if you are located in the United Kingdom, an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, an appropriately authorised independent financial adviser.
Responsibility
Subject to any continuing obligations under applicable law or any relevant regulatory requirements, each of AMS and Bidder and each of their respective affiliates expressly disclaims any obligation to disseminate, after the date of the posting of any document or announcement on the Microsite, any updates or revisions to any statements in such documents or announcements in relation to the Possible Offer to reflect any change in expectations, events, conditions or circumstances on which any such statements are based, unless the responsibility statement in any relevant document expressly provides otherwise.
In relation to any materials contained on the Microsite, the only responsibility accepted by the directors of AMS and/or Bidder and/or any other responsible representative of AMS and/or Bidder (“Responsible Persons”) is for the correctness and fairness of their reproduction or presentation unless the responsibility statement in any relevant document expressly provides otherwise.
The Responsible Persons are responsible in the terms set out above solely for the relevant materials contained on the Microsite and not for any other information on the website which you may visit on leaving the Microsite.
None of the Responsible Persons, AMS, Bidder nor any of their respective directors, employees, agents or advisers have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to the Microsite or AMS’s website by a third party.
This notice, and any non-contractual obligations arising out of or in connection with this notice, shall be governed by and construed in accordance with English law.
Confirmation of understanding and acceptance of disclaimer
By clicking “I ACCEPT” below, you confirm that:
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you have read and understood the notice set out above and agree to be bound by its terms;
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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 the Microsite or parts of it illegal;
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you will not print, download, or otherwise seek to copy, mail, forward, distribute or send, any of the materials on the Microsite to any other person at any time; and
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you represent and warrant to each of AMS and Bidder that you intend to access the Microsite for information purposes only.
If you are not able to give those confirmations, you should click “I DECLINE” below.