Disclaimer
RECOMMENDED CASH OFFER BY CONCORD CHORUS LIMITED (“BIDCO”) FOR HIPGNOSIS SONGS FUND LIMITED (“HIPGNOSIS”) TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT ("SCHEME")
Please read the following disclaimer, and signify your approval or disapproval by clicking on the appropriate option at the bottom of the page.
You are attempting to enter the website that Bidco has designated for the publication of documents and information in connection with the recommended cash offer by Bidco to acquire the entire issued and to be issued share capital of Hipgnosis (the 'Offer').
This notice applies to all persons who view this website and, depending on where you are located, may affect your rights or responsibilities. Bidco reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this website. In addition, the contents of this website may be amended at any time in whole or in part at the sole discretion of Bidco.
THE INFORMATION ON THIS WEBSITE IS BEING MADE AVAILABLE TO YOU BY BIDCO IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. ANY INFORMATION MADE AVAILABLE ON THIS WEBSITE MAY NOT BE ACCESSED BY, 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 BIDCO REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS WEBSITE REPRESENTS AND WARRANTS TO BIDCO THAT THEY ARE DOING SO FOR INFORMATION PURPOSES ONLY. IF YOU ARE A HIPGNOSIS SHAREHOLDER YOU SHOULD TAKE NO ACTION BASED ON THE INFORMATION AVAILABLE ON THIS WEBSITE. ANY ACTION REQUIRED BY A HIPGNOSIS SHAREHOLDER IN CONNECTION WITH THE OFFER WILL ONLY BE SET OUT IN ANY DOCUMENTS THAT MAY BE SENT TO, OR MADE AVAILABLE TO, HIPGNOSIS SHAREHOLDERS AND ANY DECISION MADE BY SUCH HIPGNOSIS SHAREHOLDERS SHOULD BE MADE SOLELY AND ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN ANY SUCH DOCUMENTS.
This website and any of the information contained in this website is not intended to and does not constitute or form part of an offer or invitation to purchase or subscribe for, or the solicitation of an offer to sell or otherwise dispose of, any securities, whether pursuant to the Offer or otherwise. The Offer will be communicated to Hipgnosis shareholders solely by means of a formal document made available in due course, which will contain the full terms and conditions of the Offer.
The information contained in this 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 Bidco and Hipgnosis.
Overseas Jurisdictions
The release, publication or distribution of any material or information on this website in jurisdictions other than Guernsey or the United Kingdom may be restricted by law and therefore persons viewing this website, and into whose possession any information in this website comes, should inform themselves about, and observe, any applicable restrictions. Any person resident or located outside Guernsey or 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 and should inform themself of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.
If you are not permitted to view the information contained in this 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 webpage by clicking on the "I disagree" box below. Neither Bidco nor any of its advisers assume any responsibility for any violation by any person of any of these restrictions. To the fullest extent permitted by applicable law, Bidco and its respective officers, directors, employees, consultants, advisers, agents and representatives, disclaim any and all responsibility or liability for the violation of such restrictions by any person.
Forward-looking statements
This website and the information contained in this website contain statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "targets", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Bidco or Hipgnosis to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements of Bidco or Hipgnosis to differ materially from the expectations of Bidco or Hipgnosis, as applicable, include, among other things, general business and economic conditions globally, commodity price volatility, industry trends, competition, changes in government and other regulation, including in relation to the environment, health and safety and taxation, labour relations and work stoppages, changes in political and economic stability, disruptions in business operations due to reorganisation activities (arising from the offer or otherwise), interest rate and currency fluctuations, the failure to satisfy any conditions of the merger on a timely basis or at all, the failure to satisfy the conditions of the offer if and when implemented (including approvals or clearances from regulatory and other agencies and bodies) on a timely basis or at all, the inability of the combined group to successfully realise any anticipated synergy benefits if and when the offer is declared wholly unconditional, the inability of the merged group to successfully integrate Bidco and Hipgnosis' operations and programmes if and when the offer is declared wholly unconditional, the combined group incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to the offer if and when the offer is declared wholly unconditional. Such forward-looking statements should therefore be construed in light of such factors. Neither Bidco, nor any of its associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this website or the information contained in this website will actually occur. You are cautioned not to place undue reliance on these forward-looking statements.
Other than in accordance with its legal or regulatory obligations (including under the UK Listing Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority), Bidco is not under any obligation and Bidco expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Not a profit forecast or estimate, or a quantified financial benefit statement
Save as otherwise expressly stated in any relevant information, no statement in this website or any information contained in this website is intended as a profit forecast, a profit estimate or a quantified financial benefit statement within the meaning of Rule 28 of the Takeover Code. No statement in this website or any information contained in this website should be interpreted to mean that the future earnings per share of the combined group, Bidco and/or Hipgnosis for current or future financial years will necessarily match or exceed the historical published earnings per share of Bidco and/or Hipgnosis.
Responsibility
The information published by Bidco on this website speaks only at the specified date of the relevant document and Bidco has, and accepts, no responsibility or duty to update or revise such information. Please note that this notice and the information may be altered, updated or removed from time to time (in whole or in part), at the sole discretion of Bidco, and should be read in full carefully each time you visit the website.
In relation to any announcements or other materials related to the Offer published by, or which relate to Bidco, that are accessible on this website, the only responsibility accepted by Bidco and its directors is for the correctness and fairness of its reproduction (unless the responsibility statement in any relevant document says otherwise).
Neither the directors of Bidco, nor Bidco, 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 section of the website.
You should not download, mail, forward, distribute, send or share any of the information on this website to any person. In particular, you should not download, mail, forward, distribute, link or send the information to any jurisdiction where it would be unlawful to do so.
If you are in any doubt about the contents of this 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 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
Governing law
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of understanding and acceptance of disclaimer
· I have read and understood the disclaimer set out above and agree to be bound by its terms.
· I confirm that I am permitted to proceed to this 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 website or any part of it illegal.
· I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
· I represent and warrant to Bidco that I intend to access this 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 the terms of this notice.
If you are unable to give these confirmations you should click on “I disagree” below.