Possible offer by a newly incorporated entity established by Simon Dunn, Bob Dunn and John Gunn (Chief Executive, Managing Director (North West) and Non-Executive Chair respectively) (Director Offerors), and their spouses and certain personal pension plans, (Offeror) for the entire issued and to be issued share capital of Rotala plc (Company) which the Director Offerors, and their spouses and certain personal pension plans, do not already own (Possible Offer).
THIS SECTION OF THE WEBSITE (MICROSITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER, INFORMATION) PUBLISHED BY THE COMPANY AND/OR THE OFFEROR RELATING TO THE POSSIBLE 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 MICROSITE 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 MICROSITE.
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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.
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If you are in doubt about the contents of this Microsite 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.
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This Microsite 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.
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 Director Offerors and/or the Company 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 Possible Offer on the Company (including its future prospects, developments and strategies), the expected timing and scope of the Possible 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 the Director Offerors and/or the Company (as the case may be) believe that the expectations reflected in such forward-looking statements are reasonable, the Director Offerors and/or the Company (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 Possible 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 Possible Offer not being realised as a result of changes in general economic and market conditions in the countries in which the Offeror or the Company 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 the Offeror or the Company 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 the Company, 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, the Company is under no obligation, and the Company 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.
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