Important Disclaimer
Recommended all-share offer (the “Offer”) by SEGRO plc (the “Company”) for Tritax EuroBox plc (the “Target”)
Please read this notice carefully – it applies to all persons who view this webpage.
ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY THE COMPANY AND FOR INFORMATION PURPOSES ONLY.
ACCESS TO THIS AREA OF THE 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 COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS (EACH A “RESTRICTED JURISDICTION”).
Basis of access
The materials contained on this Microsite contain information in respect of the Offer which is being made available by the Company in compliance with the City Code on Takeovers and Mergers (the “Code”). This information is being made available in good faith and for information purposes only, and its availability is subject to the terms and conditions of this notice. In addition, the materials do not constitute an offer to sell or otherwise dispose of, or a solicitation of any offer to purchase or subscribe for, any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
Please note that this notice may be altered or updated from time to time. You should read it carefully in full each time you access this Microsite.
The information contained on this Microsite speaks only at the specified date of the relevant document or announcement reproduced on this Microsite, and neither the Company nor any of its affiliated companies nor any adviser or financial institution has, or accepts, any responsibility or duty to update or revise any such information, document or announcement (other than to the extent such duty arises as a matter of law or regulation) and reserves the right to add to, remove or amend any information reproduced on this Microsite at any time in whole or in part at its sole discretion.
In relation to any Offer-related materials accessible on this Microsite, please note any statement of responsibility contained therein. In relation to any announcements or other Offer-related materials issued or published by the Target, or which relate to the Target or its group, that are accessible on this website, the only responsibility accepted by the Company and its directors is for the correctness and fairness of its reproduction.
Neither the directors of the Company, nor the Company, nor any of their affiliated companies, 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 or from this Microsite.
Overseas jurisdictions
Viewing this information may be unlawful if you are a resident of, or located in, any Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. All persons resident or physically located outside of the United Kingdom who wish 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 and should inform themselves of, and observe, any applicable 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 THEREIN TO ANY RESTRICTED JURISDICTION.
This Microsite contains information that has been prepared for the purposes of complying with English law and the Code 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.
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.
Additional U.S. information
The Offer relates to the securities of a UK company and is subject to UK procedural and disclosure requirements (including those of the Code) 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 the US federal securities laws in connection with the Offer, since the Company and the Target are located in a country other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of shares may not be able to sue the Company or its officers or directors, or the Target or its officers or directors, in a non-US court for violations of the US securities laws. Further, it may be difficult to compel the Company, the Target and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.
You should be aware that the Company may purchase or arrange to purchase Target shares otherwise than under any offer or scheme related to the Offer, such as in open market or privately negotiated purchases.
It is expected that any securities to be issued by the Company as consideration in the Offer (the “Company Securities”) have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or under the laws of any state or other jurisdiction of the United States, and may only be offered or sold in the United States in reliance on an applicable exemption from the registration requirements of the US Securities Act. The materials contained on this Microsite do not however constitute an offer to sell or otherwise dispose of, or a solicitation of any offer to purchase or subscribe for, any securities in any jurisdiction, including the United States.
The Offer may be implemented by way of a scheme of arrangement provided for under English company law (a “Scheme”). A transaction effected by means of a Scheme is not subject to the tender offer rules under the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”), and the offer of securities of the Company as consideration is exempt from the registration requirements of the US Securities Act. If the Offer is effected by way of a Scheme, any Company Securities would be expected to be issued to shareholders of the Target in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. In addition, the Company Securities will not be registered under any US state securities laws and may only be issued to persons resident in a state pursuant to an exemption from the registration requirements of the securities law of such state. The information contained on the Microsite has neither been approved nor disapproved by the US Securities and Exchange Commission (the “SEC”) or any US state securities commission or any other US regulatory authority and neither the SEC, nor any state securities commission nor any other US regulatory authority has passed upon or determined the fairness or merits of the proposal described in, nor upon the accuracy or adequacy of, the information contained therein.
Alternatively, the Offer may be implemented by way of a takeover offer. If, in the future, the Company were to exercise its right to implement the Offer by way of a takeover offer, such offer would be required to be made in compliance with applicable US laws and regulations, including the registration requirements of the US Securities Act and the tender offer rules under the US Exchange Act and any applicable exemptions provided thereunder.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act (were the Offer to be implemented by way of a takeover offer), the Company or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, the Target’s shares outside of the US, other than pursuant to the Offer, during the period in which such Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, and will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
Forward-Looking Statements
This Microsite and the information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of the Company and its affiliates (together, the “Company Group”) and the Target and its affiliates (together, the “Target Group”) following the implementation of the Offer.
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of the Company and the Company Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "goals", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will" and similar terms and phrases.
There are a number of factors that could affect the future operations of the Company and the Company Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to: UK domestic, European and global economic and political conditions (including the current conflict in Ukraine, the impact of the Covid-19 pandemic and the repercussions of the UK’s withdrawal from the European Union); market-related risks such as fluctuations in interest rates and foreign exchange rates; the policies and actions of governments, central banks and regulatory authorities (including changes related to capital and solvency requirements, whether in the UK, Europe or globally); the impact of competition, inflation, deflation; the timing impact and other uncertainties of future acquisitions or offers within relevant industries; the impact of tax, accounting and other legislation or regulations in the jurisdictions in which the Company Group and the Target Group operate; the ability of the Company and the Target to successfully retain key employees; compliance with extensive government regulation; price fluctuations of particular products; and changes in demand for the Company's and the Target’s products.
All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in both the Company and the Target’s latest statutory and other filings. These factors also should be considered by the reader.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of the Company, the Company Group, Target or the Target Group or their representatives undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
Responsibility
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements.
If you are not permitted, or if you are in any doubt as to whether you are permitted, to view the information, please exit this Microsite by clicking on the “Decline” button at the bottom of this page.
Any person seeking access to this Microsite represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities in the Company or Target.
By choosing the “Accept” option, you represent that you have read and understood this notice and are able to give the confirmation and representations set out under the “Confirmation of understanding and acceptance of disclaimer” heading below, including the representation that you are not, and you are not acting on behalf of someone who is, resident or physically located in a Restricted Jurisdiction, and that the Company is lawfully entitled to make the content of any communication or document in relation to the Offer available to you under applicable securities laws. If you are not permitted to view the information on this Microsite, or viewing the information would result in a breach of the above, or if you are unable to give any of the confirmations or representations, please exit this Microsite and do not view the content of any communication or document in relation to the Offer.
Copies of the contents of this Microsite (including documents posted thereon) are not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction, and persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such documents in, into or from any such jurisdiction. The Company and its advisers do not assume any responsibility for any violation by any person of any of these restrictions.
Other
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 interpreted in accordance with, English law.
Confirmation of understanding and acceptance of disclaimer
- I certify that I have read and understand and agree to comply with all of the restrictions set forth above.
- I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal.
- I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any information contained on this Microsite (either in whole or in part) to any person in any Restricted Jurisdiction.
- I represent and warrant to the Company that I intend to access this Microsite for information purposes only, that I have read and understood this notice and that I understand it may affect my rights or responsibilities.
- I agree to be bound by the terms of this notice.
Acceptance of disclaimer
By clicking on the “Accept” option at the bottom of this page, you hereby acknowledge that you have read and understood the notice set out above, that you are able to give the confirmation and representations set out under the “Confirmation of understanding and acceptance of disclaimer” heading above, that you are permitted to proceed to the Microsite and agree to be bound by its terms.
By clicking on the “Decline” button at the bottom of this page, you will not be able to proceed to the Microsite.