THIS PART OF THE WEBSITE RELATES TO THE PROPOSED OFFER (THE "OFFER") FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF RENOLD PLC (THE "TARGET") BY WEBSTER INDUSTRIES, INC. OR ONE OF ITS AFFILIATES (THE "COMPANY") OWNED, DIRECTLY OR INDIRECTLY, BY FUNDS MANAGED BY MPE MGT. CO., LLC.
YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT THE COMPANY HAS DESIGNATED FOR THE PUBLICATION OF DOCUMENTS AND INFORMATION IN CONNECTION WITH THE OFFER. ACCESS TO THIS AREA OF THE WEBSITE 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 AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT, OR OTHERWISE LOCATED, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION OR WHERE ACCESS WOULD RESULT IN A REQUIREMENT TO PROVIDE NOTICE TO, OR SEEK OR OBTAIN CONSENT FROM, ANY GOVERNMENTAL AUTHORITY OR OTHERWISE COMPLY WITH ANY LEGAL FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS (EACH A "RESTRICTED JURISDICTION").
PLEASE READ THE FOLLOWING DISCLAIMER, AND SIGNIFY YOUR APPROVAL OR DISAPPROVAL BY CLICKING ON THE APPROPRIATE BUTTON AT THE BOTTOM OF THE PAGE. THIS PART OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION PUBLISHED BY THE COMPANY AND THE TARGET RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THE INFORMATION IS BEING MADE AVAILABLE ON THIS PART OF THE WEBSITE FOR INFORMATION PURPOSES ONLY, AND YOUR ACCESS TO SUCH INFORMATION IS GRANTED UPON, AND IS SUBJECT IN ALL RESPECTS TO, THE TERMS AND CONDITIONS SET OUT BELOW.
1. ACCESS TO INFORMATION RELATING TO THE OFFER
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 are located, it may affect your rights or responsibilities. This part of the website contains information relating to the Offer. Please note that, as the Offer progresses, the information contained on this part of the website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the website. The contents of this area of the website may be amended at any time in whole or in part at the sole discretion of the Company.
For regulatory reasons, the Company must ensure that persons seeking to access this part of the website are made aware of the appropriate regulations for the country which they are in. To view information relating to the Offer on this part of the website, you must read the following and then press "I agree" to confirm that you have read and understood this disclaimer. If you are unable to confirm that you have read and understood this disclaimer, you should press "I disagree" and you will not be able to view any such information relating to the Offer.
2. OVERSEAS PERSONS
The release, publication, viewing or distribution of the information contained in this part of the website may not be lawful in certain jurisdictions or to certain persons and may be restricted by law or regulation, and therefore all persons viewing this part of the website, and into whose possession any information contained in this part of the website comes, must first satisfy themselves that they are not subject to any applicable legal or regulatory restrictions that prohibit or restrict them from receiving information about the Offer or, if they are subject to any restrictions, should subsequently observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. If you are resident or located in any country that renders the accessing of this area of the website or parts of it illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.
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 contained in this part of the website, if viewing any such information would result in a breach of any laws or regulatory requirements applicable to you, or if you are in any doubt as to whether you are permitted to view the information, please exit this webpage by clicking on the "I disagree" box below. Neither the Company not any of its advisers assumes any responsibility for any violation of any law or regulation.
You should not forward, transmit or show the announcements, information or documents contained in this area of the website to any person. In particular, you should not forward or transmit the announcements, information or documents contained in them to any person in any Restricted Jurisdiction.
3. BASIS OF ACCESS TO INFORMATION RELATING TO THE OFFER
The information relating to the Offer that can be accessed via this part of the website is being made available in good faith and for information purposes only, and access to such information is granted on, and subject to, these terms and conditions. Any person seeking access to this part of the website represents and warrants to the Company that they are doing so legally and for information purposes only. Making information relating to the Offer available in electronic format on this part of the website is not intended to, and does not, constitute or form a part of an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law. If you are in doubt about the contents of this area of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorized under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom ("UK"), from an appropriately authorized independent financial adviser as to the suitability of any action.
If you are a Company shareholder (or option holder) you should take no action based on the information available on this part of the website. Any action required by Company shareholders (or option holders) in connection with the Offer will only be set out in documents sent to or made available to Company shareholders (or option holders) and any decision made by such shareholders (or option holders) should be made solely and only on the basis of information provided in those documents. If commenced, the Offer would be made solely by way of a document containing the full terms and conditions of the Offer, including details of how to act in respect of the Offer. Any decision in respect of, or other response to, the Offer should be made solely and only on the basis of the information provided in any such document. The information contained in this part of the website 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 the Company or the Target.
4. NOTE TO UNITED STATES INVESTORS
The Offer relates to the shares of an English company, and any transaction pursuant to which such Offer is consummated may be structured as a scheme of arrangement governed by English law. A transaction effected by means of a scheme of arrangement is not subject to United States ("US") tender offer rules or proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the Offer will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. However, if the Offer were to be implemented by means of a tender offer, such tender offer shall be made in compliance with all applicable US laws and regulations, including the US Exchange Act, the rules and regulations promulgated thereunder and any applicable exemptions.
The financial information contained in this part of the website may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. It may be difficult for US shareholders of the Target to prosecute any claim against the Target which is predicated upon or otherwise arises out of US federal, state or local laws, as the Target is located in a non- US jurisdiction and some or all of its officers and directors may be residents of non-US jurisdictions. In particular, holders of Target shares may not be able to sue the Target or its officers or directors in a non-US court for violations of US federal, state or local securities laws. Further, it may be difficult to compel the Target and its affiliates to subject themselves to a US court's judgment.
Neither the United States Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer or otherwise passed, commented upon, or reviewed any of the information contained on this website.
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, before or during the period in which the Offer remains open for acceptance. These purchases may 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, will be reported to a Regulatory Information Service of the Financial Services Authority and will be available on the London Stock Exchange website, www.londonstockexchange.com.
5. FORWARD-LOOKING STATEMENTS
Certain of the documents contained in this part of the website, oral statements made regarding the Offer and other information published by the Company and/or the Target may contain certain trends, expectations, forecasts, estimates, or other forward-looking information affecting or relating to the Company or the Target or their respective industry, products or activities. Forward-looking statements speak only as of the date of the respective documents in which they are made and may often, but not always, be identified by the use of forward-looking terms such as "may," "will," "expects," "believes," "hopes," "anticipates," "aims," "plans," "estimates," "projects," "targets," "intends," "forecasts," "outlook," "impact," "potential," "confidence," "improve," "continue," "optimistic," "deliver," "comfortable," "trend," and "seeks," or phrases or statements that certain actions, events or results "could," "should," "would," or "might" be taken, or the negative of such terms or other variations on such terms or comparable terminology. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. These statements are based on assumptions and assessments made by the Company and/or the Target, as the case may be, in light of their experience and their perception of historical trends, current conditions, future developments and other factors that they believe appropriate. 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 and the factors that could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements are unknown.
Many important factors could cause actual results to differ materially from those in the forwardlooking statements including, without limitation, disruption of production or supplies, changes in market conditions, political events, pending or future claims or litigation, competitive factors, technology advances, actions of regulatory agencies, future exchange and interest rates and changes in laws, government regulations, labeling or product approvals or the application or interpretation thereof. Other risk factors are described herein and in the Company and the Target's other respective filings, including the Target's annual report and accounts for the year ended March 31, 2024. Many of these important factors are outside of the Company's or, as the case may be, the Target's control. No assurances can be provided as to any result or the timing of any outcome regarding matters described herein or otherwise with respect to any regulatory action, administrative proceedings, government investigations, litigation, warning letters, cost reductions, business strategies, earnings or revenue trends or future financial results. Other potential risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, without limitation: (a) the receipt of approval of the Target's shareholders; (b) any regulatory approvals required for the transaction not being obtained on the terms expected or on the anticipated schedule; (c) the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; (d) the economic uncertainty and challenges in the economy resulting from the ongoing war in Ukraine, and the conflict in Israel, Gaza and Lebanon, (e) the possibility that the parties may be unable to any achieve expected synergies and operating efficiencies in connection with the transaction within the expected time-frames or at all and to successfully integrate the Target's operations into those of the Company; (f) the integration of the Target's operations into those of the Company being more difficult, time-consuming or costly than expected; (g) operating costs, customer loss and business disruption, including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers, being greater than expected following the transaction; (h) the retention of certain key employees of the Target being difficult; (i) changes in tax laws or interpretations that could increase tax liabilities, including, if the transaction is consummated; (j) the possibility that market demand will not develop for new technologies, products or applications or services, or business initiatives will take longer, cost more or produce lower benefits than anticipated; (k) the possibility that application of or compliance with laws, court rulings, certifications, regulations, regulatory actions, or other requirements or standards may delay, limit or prevent new product introductions, affect the production and marketing of existing products or services or otherwise affect performance, results, prospects or value; (l) the potential of international unrest, economic downturn or effects of currencies, tax assessments, adjustments or anticipated rates, benefit or retirement plan costs, or other regulatory compliance costs; (m) the possibility of reduced demand, or reductions in the rate of growth in demand, for products and services; (n) the possibility that anticipated growth, cost savings, new product acceptance, performance or approvals, or other results may not be achieved, or that transition, labor, competition, timing, execution, regulatory, governmental, or other issues or risks associated with the Company and the Target's respective businesses, industry or initiatives may adversely impact performance, results, prospects or value; (o) the possibility that anticipated financial results or benefits of recent acquisitions will not be realized or will be other than anticipated; and (p) the effects of contractions in credit availability, as well as the ability of the Company and the Target's respective customers and suppliers to adequately access the credit markets when needed. Given the risks and uncertainties, undue reliance should not be placed on forward-looking statements as a prediction of actual results. Should one or more of the risks or uncertainties mentioned materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the relevant documents. The Company, the Target and their affiliated companies assume no obligation to update or correct the information contained in the documents in this part of the website, whether as a result of new information, future events or otherwise, except to the extent legally required. The statements contained in the documents in this part of the website are made as at the date of such documents, unless some other time is specified in relation to them, and service of the relevant documents shall not give rise to any implication that there has been no change in the facts set out in such documents since such date(s).
6. NO PROFIT FORECAST
Save as otherwise expressly stated in any relevant information, no statement in this part of the website or the information contained herein is intended as a profit forecast or a profit estimate and no statement in this part of the website or the information contained herein should be interpreted to mean that the future earnings per Target share for current or future financial years will necessarily match or exceed the historical published earnings per Target share.
7. RESPONSIBILITY
In relation to any document, announcement or information contained in this part of the website, the only responsibility accepted by the officers and directors of the Company is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Documents included in this part of the website speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law or the Code or any other relevant rules or regulations, the Company expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offer on this part of the website, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based. None of the directors of the Company or its affiliated companies have reviewed, and none of them shall have any responsibility 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.
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 authorized under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorized independent financial adviser.
THE INFORMATION RELATING TO THE OFFER THAT IS CONTAINED IN THIS PART OF THE WEBSITE MAY NOT BE DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS PART OF THE WEBSITE REPRESENTS AND WARRANTS TO THE COMPANY THAT HE OR SHE (1) IS NOT LOCATED OR RESIDENT IN A JURISDICTION THAT RENDERS ACCESSING THIS AREA OF THE WEBSITE OR PARTS THEREOF ILLEGAL AND (2) IS DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY.
8. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER
I have read and understood the disclaimer set out above. I undertake, represent and warrant to the Company that I intend to access this part 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 agree to be bound by its terms. 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 Restricted Jurisdiction.
I agree that I will not forward, transmit, transfer, distribute (by any means including by electronic transmission) any documents included in this part of the website either in whole or in part to any person in any Restricted Jurisdiction.
If you click "I AGREE", you are representing and warranting to the Company that you intend to access this part of the website for information purposes only.
If you are not able to give these confirmations, you should click "I DISAGREE" below.
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