PROPOSED ACQUISITION ("ACQUISITION") OF HARWOOD WEALTH MANAGEMENT GROUP PLC ("HARWOOD" OR "COMPANY") BY HURST POINT BIDCO LIMITED ("BIDCO")
ACCESS TO THIS AREA OF THE COMPANY'S 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 HARWOOD REGARDS AS UNDULY ONEROUS (A "RESTRICTED JURISDICTION").
THIS MICROSITE CONTAINS CERTAIN ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE "INFORMATION") PUBLISHED BY HARWOOD AND/OR BIDCO RELATING TO THE ACQUISITION IN COMPLIANCE WITH THE UK 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.
THE ACQUISITION CANNOT BE VALIDLY ACCEPTED OR VOTED IN FAVOUR OF BY HARWOOD OR ITS SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THIS MICROSITE.
(1) ACCESS TO THE MICROSITE
Please read this notice carefully – it applies to all persons who view the Information contained on 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 Acquisition 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.
This Microsite contains electronic versions of materials relating to the Acquisition. Any person seeking to access this part of the website represents and warrants to Harwood that they are doing so for information purposes only.
To allow you to view the Information about the Acquisition, you have to read the following then click "I ACCEPT". If you are unable to agree, you should click "I DECLINE" and you will not be able to view any Information about the Acquisition.
The Information contained on 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 Acquisition or otherwise. The Acquisition will be made solely by means of a scheme document or an offer document which will contain the full terms and conditions of such acquisition, including details as to how it may be approved or accepted (as the case may be). Any decision made in relation to the Acquisition should be made solely and only on the basis of the information provided in that 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 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.
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 INTO ANY RESTRICTED JURISDICTION.
This Microsite contains Information that has been prepared for the purposes of compliance with English law and the Takeover Code, and the Information disclosed may not be the same as that which would have been disclosed if the Information had been prepared in accordance with the laws and regulations of any jurisdiction outside 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 immediately.
ADDITIONAL U.S. INFORMATION
The Acquisition 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 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 United States. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under US federal securities laws in connection with the Acquisition, since Harwood 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 Harwood or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel Harwood and its affiliates to subject themselves to the jurisdiction or judgment of a US court.
You should be aware that Bidco may purchase or arrange to purchase Harwood shares otherwise than under any offer or scheme of arrangement related to the Acquisition, such as in the open market or by way of privately negotiated purchases.
(3) FORWARD-LOOKING STATEMENTS
This Microsite and the Information contained on it may contain statements about Bidco and Harwood 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", "should", "would", "could", "anticipates", "estimates", "projects", "hopes", "goal", "continue" 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 Bidco or Harwood's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco or Harwood's business.
These forward-looking statements are not guarantees of future performance. 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 Acquisition, 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 acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment and fluctuations of interest and exchange rates. 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 Bidco or Harwood 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. Bidco and Harwood expressly disclaim any obligation to update any forward-looking or other statements contained on this Microsite, except as required by applicable law.
(4) NO PROFIT FORECAST
Save as otherwise expressly stated in any relevant information, no statement in any document contained on this Microsite is intended as a profit forecast or a profit estimate for any period and no statement in any document contained on this Microsite should be interpreted to mean that the earnings or earnings per share of Harwood or any of its affiliates for current or future financial years will necessarily match or exceed the historical published earnings per share for Harwood.
In relation to any Acquisition-related materials accessible on this Microsite please note any statement of responsibility contained therein.
The Information and documents included on this Microsite issued or published by Harwood speak only at the specified date of the relevant document or announcement reproduced on this Microsite and Harwood and the members of its Group and Bidco and any member of its Group have, and accept, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other Acquisition-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 Harwood and its directors is for the correctness and fairness of its reproduction.
The directors of each of Harwood, any member of its Group and any member of the Bidco 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.
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.
(6) CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER
BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, YOU CERTIFY THAT:
(i) you have read and understand the 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 any parts of it illegal;
(iii) you will not print, download or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any other person at any time; and
(iv) you represent and warrant to Harwood that you intend to access this Microsite for information purposes only.
If you are not able to give these confirmations, you should click on "I DECLINE" below.