PRE-CONDITIONAL CASH OFFER FOR ALLERGY THERAPEUTICS PLC (THE "COMPANY") BY SKYGEM ACQUISITION LIMITED (AN INDIRECT WHOLLY-OWNED VEHICLE OF ZQ CAPITAL MANAGEMENT LIMITED) ("ZQ CAPITAL")
You are attempting to access an area of the Company’s website (the "Microsite") that is designated for the publication of announcements, information and documents (together the "Information") in connection with the pre-conditional cash offer by ZQ Capital for the entire issued and to be issued ordinary share capital of the Company (the "Offer").
ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS OF CERTAIN JURISDICTIONS. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT TO BE ACCESSED 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 THE COMPANY REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”). THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS, INCLUDING THAT YOU ARE NOT RESIDENT IN A RESTRICTED JURISDICTION, BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION.
THIS MICROSITE CONTAINS INFORMATION PUBLISHED BY THE COMPANY AND/OR ZQ CAPITAL RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS. 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 Information
Please read this notice carefully. This notice applies to all persons who view the Microsite and, depending upon where you are located, it may affect your rights or responsibilities. The Company 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 this Microsite may be amended at any time, in whole or in part, at the sole discretion of the Company.
To allow you to view information about the Offer, you must read this notice and then click "ACCEPT". If you are unable to agree, you should click "DECLINE" and you will not be able to view information about the Offer.
The Information in the Microsite does not constitute an offer to sell, or otherwise dispose of, or any invitation or solicitation of any offer to purchase or subscribe for, any securities or the solicitation of a vote or approval pursuant to any offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. Any offer would be solely made by means of an offer or scheme document which contains the full terms and conditions of that offer, including details on how it may be accepted or approved (as applicable). Any decision made or action required to be taken in relation to an offer should be made solely on the basis of the information provided in any such document.
IF YOU ARE PERMITTED TO ACCESS THE MICROSITE AND VIEW THE INFORMATION IN THE MICROSITE, YOU SHOULD NOT RELEASE, DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND, SHARE, TRANSMIT OR SHOW ANY OF THE INFORMATION IN THE MICROSITE (EITHER IN WHOLE OR IN PART, OR DIRECTLY OR INDIRECTLY) TO ANY OTHER PERSON. IN PARTICULAR, YOU SHOULD NOT RELEASE, DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND, SHARE OR OTHERWISE TRANSMIT THE INFORMATION CONTAINED THEREIN (EITHER IN WHOLE OR IN PART OR DIRECTLY OR INDIRECTLY) TO ANY PERSON RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.
The Information in the Microsite is not directed at or intended to be accessible by persons resident or located in any Restricted Jurisdiction.
As a consequence of legal restrictions, the release, publication or distribution of Information in the Microsite in certain jurisdictions or to certain persons may be restricted or unlawful. It is the responsibility of any person who wishes to access the Microsite, and into whose possession any Information in the Microsite comes, who is resident or located outside of the United Kingdom to inform themselves about, and fully observe, any applicable legal or regulatory requirements and restrictions applicable in their jurisdiction. Any failure to comply with such requirements and restrictions may constitute a violation of the securities laws of such jurisdiction and the Company and its advisers do not assume any responsibility for any violation by any person of any of these requirements or restrictions. Therefore, if you are, or have any doubt as to whether you are, resident or located in a jurisdiction that renders the accessing of the Microsite or parts thereof illegal, whether or not subject to the making of certain notifications or taking of any other action, you should not continue to seek to access the Microsite and should exit this webpage immediately without accessing any of the Information in the Microsite by clicking on the "DECLINE" box below.
Additional US information
The Company shareholders resident in the United States or with a registered address in the United States (and any custodian, nominee or trustee holding Company shares for persons in the United States or with a registered address in the United States) (together the "US Holders") should note in particular that:
(i) the Offer relates to the securities of a company incorporated in England and Wales with a listing on London Stock Exchange plc and is subject to UK procedural and disclosure requirements and practices that are different from those of the United States;
(ii) none of the securities referred to in the Microsite or in the Information in the Microsite have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the Information in the Microsite; and
(iii) none of the securities referred to in the Microsite or in the Information in the Microsite have been or will be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in or into the United States or to US persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the US.
The Information (including information incorporated by reference) in the Microsite may contain forward-looking statements regarding the financial position, business strategy, plans and objectives of management for future operations of the Company.
All statements other than statements of historical facts included in any document may be forward looking statements. Forward-looking statements often use words such as “anticipate”, “believe”, “intend”, “estimate”, “expect”, “plan”, “goal”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could”, “budgets”, “forecasts” and words of similar meaning.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances outside of the control of management, and readers are cautioned not to place undue reliance on such statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and readers are therefore cautioned not to place undue reliance on these forward-looking statements. Some important factors that could cause the Company’s actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, changes in the global, political, economic, business, competitive, market and regulatory forces, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, the cyclical nature of the property market, planning risks, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. These forward-looking statements speak only as of the date of the respective documents. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of the Company. The Company and its directors, officers, employees and advisers expressly disclaim any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).
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. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.
No profit forecast
Unless expressly stated otherwise, no statement contained or referred to in the Microsite is intended to be a profit forecast.
Responsibility for Information
In relation to the Information, the only responsibility accepted by the directors of the Company (the “Responsible Persons”) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons nor the Company or its affiliated companies or their respective directors, officers, employees and 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 this website by a third party.
The Information speaks only at the specified date of the relevant Information and none of the Company or its affiliated companies or their respective directors, officers, employees and advisers has or accepts any responsibility or duty to update such Information or revise such documents (other than to the extent such duty arises as a matter of law).
If you are in any doubt about the contents of the 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 United Kingdom, from an appropriately authorised independent financial adviser.
This notice shall be governed by and interpreted in accordance with the laws of England and Wales.