Disclaimer - Important

 

 

YOU ARE ATTEMPTING TO ACCESS AN AREA OF THIS WEBSITE THAT CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED IN CONNECTION WITH THE RECOMMENDED CASH OFFER (THE “OFFER”) FOR THE ENTIRE ISSUED AND TO BE ISSUED ORDINARY SHARE CAPITAL OF ERGOMED PLC (THE “COMPANY”) BY EDEN ACQUISITIONCO LIMITED (THE “OFFEROR”).

ACCESS TO THIS SECTION OF THE WEBSITE 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.  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”).

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 Information 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 pursuant to the offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

Access to the Information

Please read this notice carefully - it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights or responsibilities. This notice and the Information contained herein may be altered or updated from time to time at the sole discretion of the Company, and should be read in full carefully each time you visit this part of the website.

The Information contained in this part of the website 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 Offer or otherwise. The Offer is intended to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006. The full terms and conditions of the Offer will be set out in the formal scheme document to be sent to the Company’s shareholders, including details on how it may be accepted.  Any decision made in relation to the Offer should be made solely and only on the basis of the information provided in any such document.

Overseas Persons

The information contained herein is not for publication or distribution, directly or indirectly, in or into any Restricted Jurisdiction.  Persons who are not resident or located in the United Kingdom must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from viewing the Information and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this part of the website.

It is your responsibility to satisfy yourself as to the full observance of any laws and regulatory requirements.  If you are not permitted to view the Information on this part of the website, or viewing the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Information, please exit this web page by clicking on the “I disagree” box below. The Company and its respective advisers do not assume any responsibility for any violation by any person of these restrictions.

THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Additional US information

The Offer relates to the shares of a UK company and will be subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in this section of the website 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 or impossible 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 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 in the Company may not be able to sue the Company or its respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel the Company and its affiliates to subject themselves to the jurisdiction or judgment of a US court.

Forward-looking statements

The Information (including information incorporated by reference) in this section of the website 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 also often use words such as “anticipate”, “believe”, “intend”, “estimate”, “expect”, “plan”, “goal”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could” and words of similar meaning.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, 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 you are therefore cautioned not to place undue reliance on these forward-looking statements. There are several 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 satisfaction of the conditions to the Offer, as well as additional factors, such as: domestic and global business and economic conditions; asset prices; market related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital and tax), changes in political and economic stability (including exposures to terrorist activities and Eurozone instability), the presence, transmission, threat or fear of a novel disease, or any evolution thereof, and/or any mandatory or advisory restriction issued, or action ordered, by any public authority, regulatory body or government in connection therewith including any federal, state, local or foreign regulation, rule, statute or law, disruption in business operations due to reorganisation activities, interest rate, inflation, the timing impact and other uncertainties of future or planned acquisitions or disposals or offers. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.

These forward-looking statements speak only as of the date of the respective documents.  The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).

No profit forecast

Unless expressly stated otherwise, no statement contained or referred to in this section of the website 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 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 has or accepts any responsibility or duty to update such Information (other than to the extent such duty arises as a matter of law).

Other terms

If you are in any doubt about the contents of this part of the website 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 English law.

Confirmation of understanding and acceptance of disclaimer

• I confirm that I am permitted to proceed to this part of the website and that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.
  

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• I represent and warrant to the Company that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
  

• I have read and understood the notice set out above and agree to be bound by its terms.

 

If you are unable to give these confirmations, you should click on “DECLINE” below.