Possible offer (the “Possible Offer”) for Carclo plc (“Carclo”) by Consort Medical plc (“Consort “)
THIS SECTION OF THE WEBSITE (THE “MICROSITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE “INFORMATION”) PUBLISHED BY CONSORT AND/OR CARCLO IN CONNECTION WITH 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.
If you would like access to the Information please read this notice carefully – it applies to all persons who view this Microsite and, depending on where you live, it may affect your rights or responsibilities. Consort reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you 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 Consort.
Basis of access
The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction or would result in a requirement to comply with any governmental or other consent on any registration, filing or other formality which Consort regards as unduly onerous (each a “Restricted Jurisdiction“).
The Information is not intended to, and does not, constitute or form any part of 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 Possible Offer (if made) or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The Information speaks only at the date of the relevant document or announcement and Consort has, and accepts, no responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation).
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.
The Information contained in this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Consort or Carclo.
In relation to any Information contained in this Microsite, the only responsibility accepted by Consort and the directors of Consort is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither Consort nor any of the directors of Consort have 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 this Microsite by a third party.
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 such materials. Any person resident or located outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.
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.
By clicking “CONFIRM” below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Consort is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give this representation, do not view the Information.
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 this Microsite and seek independent advice. Consort and its advisers do not assume any responsibility for any violation by any person of any of these restrictions.
This Microsite contains Information that has been prepared for the purposes of complying with English law 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 of England and Wales.
Forward looking statements
The Information may include forward-looking statements. The words “expect”, “anticipate”, “intends”, “plan”, “estimate”, “aim”, “forecast”, “project” and similar expressions (or their negative) identify certain of these forward-looking statements. These forward-looking statements may include statements regarding the business, financial condition and results of operations regarding Consort and Carclo, as well as the expected characteristics of the enlarged group and expected benefits of the Potential Offer. The forward-looking statements in the Information are based on numerous assumptions regarding Consort and Carclo’s present and future business strategies and the environment in which Consort and Carclo will operate in the future. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future (including that there cannot be certainty that the Potential Offer will be made and/or complete) and may cause the actual results, performance or achievements of Consort and/or Carclo to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond Consort’s and/or Carclo’s ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as changes in the relevant political, social and regulatory frameworks or in economic or technological trends or conditions. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. Consort expressly disclaims any obligation or undertaking to release any updates or revisions to these forward-looking statements to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based, except as required by applicable law or regulation. Accordingly, undue reliance should not be placed on any forward-looking statements, which speak only as of the date on which they were made.
Unless expressly stated otherwise, no statement in this Microsite is intended to constitute a profit forecast for any period and no statement should be interpreted to me
an that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Consort or Carclo, as appropriate.
Acceptance of disclaimer
If you are not resident or located in a Restricted Jurisdiction and are able to give the confirmations set out below, please click on “CONFIRM”.
Confirmation of understanding and acceptance
In order to view the materials on this Microsite, by clicking on the “CONFIRM” box below, you are making the following confirmations:
- I have read and understood the notice set out above and I agree to be bound by its terms;
- I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the Information does not constitute a violation of the relevant laws of such jurisdiction and I am not, and am not acting on behalf of someone who is, resident or located in a Restricted Jurisdiction; and
- I will not copy, forward, transfer or distribute the Information to any person who is resident or located in a Restricted Jurisdiction.
- I confirm that I intend to access the Microsite for information purposes only.
If you are not able to give these confirmations (as applicable), you should click on “DECLINE” below and we cannot provide you with the information contained on this Microsite.