All share offer for the entire issued and to be issued share capital of Modern Water plc ("Modern Water") by DeepVerge plc (formerly Integumen plc) ("DeepVerge") (the "Offer")
THIS SECTION OF THE WEBSITE (THE "MICROSITE") CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE "INFORMATION") PUBLISHED BY MODERN WATER AND/OR DEEPVERGE RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS ("CODE"). 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 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, OR OTHERWISE LOCATED, IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS SECTION OF THE WEBSITE. THIS INFORMATION IS 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 THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH MODERN WATER REGARDS AS UNDULY ONEROUS.
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. MAKING THE INFORMATION AVAILABLE DOES NOT CONSTITUTE A RECOMMENDATION BY MODERN WATER OR ANY OTHER PARTY TO SELL OR BUY SECURITIES IN MODERN WATER OR DEEPVERGE. THE OFFER CANNOT BE VALIDLY ACCEPTED BY MODERN WATER'S SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF THE OFFER DOCUMENT FROM THIS WEBSITE.
Access to Information relating to the Offer
You are attempting to enter the Microsite, which is designated for the publication of documents and information in connection with the Offer. Please read this notice carefully: it applies to all persons who view this Microsite and, depending upon whom you are and where you live, it may affect your rights or responsibilities. Modern Water, DeepVerge and their respective advisers reserve the right to amend of update this notice and the information contained herein from time to time, and you should, therefore, read it carefully and in full each time you visit this Microsite. The Information contained in this Microsite may be amended at any time, in whole or in part, exclusively at the discretion of Modern Water. Any person seeking to access this part of the website represents and warrants to Modern Water that they are doing so legally for information purposes only.
The Offer is intended to be implemented by means of a contractual offer under the Code and within the meaning of Part 28 of the Companies Act 2006. The Information does not constitute a solicitation of any acceptance or approval pursuant to the Offer. The full terms and conditions of the Offer are set out in an offer document sent to Modern Water shareholders on 13 October 2020 ("Offer Document"), including details on how it may be accepted. Any decision made in relation to the Offer should be made solely on the basis of the information provided in the Offer Document. For regulatory reasons, Modern Water has to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view Information relating to the Offer, you are required to read the following and then, if you are able to agree, press "I AGREE" below. If you are unable to agree, you should press "I DECLINE" and you will not be able to view Information relating to the Offer.
Basis of access to Information
Access to the electronic version of any Information relating to the Offer is being made available by Modern Water in good faith and for information purposes only. Any person seeking access to the Information on this Microsite represents and warrants to Modern Water that he or she is doing so for information purposes only. If you are in any doubt about the contents of this Microsite or, where applicable, 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 financial adviser. Any actions or decisions required by Modern Water’s shareholders in connection with the Offer should only be made on the basis of the information set out in documents sent to or made available to Modern Water’s shareholders.
YOU SHOULD NOT DOWNLOAD, FORWARD, TRANSMIT OR SHOW THE INFORMATION CONTAINED IN THIS MICROSITE TO ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD 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 MODERN WATER REGARDS AS UNDULY ONEROUS AND THE AVAILABILITY OF THE INFORMATION TO SHAREHOLDERS WHO ARE NOT RESIDENT IN THE UNITED KINGDOM MAY BE AFFECTED. In particular, you should not forward or transmit the Information contained in this Microsite in or into any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for Modern Water or DeepVerge if Information concerning the Offer is sent to or made available in that jurisdiction, including, without limitation, in the United States of America ("US") or any state or jurisdiction in the US, Canada, Japan, the Republic of South Africa, Australia or New Zealand (a "Restricted Jurisdiction").
Any securities referred to in the Information have not been and may not be registered under the securities laws of any Restricted Jurisdiction and may not be offered, sold or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws. The issue of share consideration to Modern Water shareholders in Restricted Jurisdictions may necessitate compliance with special requirements under the laws of the Restricted Jurisdictions.
Accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident or located outside 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.
If you are not resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view the Information on the Microsite, 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. Modern Water, DeepVerge and their respective advisers do not assume any responsibility for any violation by any person of these restrictions. Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction. Nothing in this section of the website, nor anything which can be downloaded from it, is intended to, and does not, constitute or form any part of an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities, or the solicitation of any votes attaching to securities which are the subject of the Offer in any jurisdiction in which such offer or solicitation is unlawful.
By clicking "I AGREE" below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Modern Water is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give this representation, do not view the Information.
If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this Microsite by clicking on the "I DECLINE" box below and seek independent advice.
To the fullest extent permitted by applicable law, Modern Water, DeepVerge and their respective directors, employees, agents and advisers, disclaim any and all responsibility or liability for the violation of such restrictions by any person. Some of the contents of this Microsite have been prepared in accordance with the law and/or regulation of England and Wales, and accordingly, the information disclosed may not be the same as that which would have been made available in jurisdictions outside the United Kingdom. This notice, and any non-contractual obligations arising out of or in connection with this notice, shall be governed by and construed and interpreted in accordance with the law of England and Wales.
Notice to US investors
Any securities referred to in the information in this section of the website have not been and will not be registered under the US Securities Act of 1933 ("Securities Act"), or under the relevant securities laws of any state or territory or other jurisdiction of the US and will not be listed on any stock exchange in the US, and may not be offered, sold or delivered, directly or indirectly, in, into or from the US or to US persons. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of any such securities or determined that the information in this section of the website is accurate or complete. Any representation to the contrary is a criminal offence.
The Offer relates to the shares of an English company and is subject to procedural and disclosure requirements in the United Kingdom that are different from certain of those of the US. Any financial statements or other financial information included in 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 US. 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 Modern Water and DeepVerge are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders of shares in Modern Water or DeepVerge may not be able to sue Modern Water, DeepVerge or their respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel Modern Water, DeepVerge and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.
The Offer has been made by way of a takeover offer under the Code and within the meaning of Part 28 of the Companies Act 2006, where Modern Water shareholders will receive share consideration. A transaction implemented by way of a takeover offer shall not be made in compliance with all applicable US laws and regulations, including any applicable exemptions under the US Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "US Exchange Act").
Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable under US domestic tender offer procedures and law. A person who receives shares pursuant to the Offer may not resell such securities without registration under the Securities Act or without an applicable exemption from registration or unless in a transaction not subject to registration (including a transaction that satisfies the applicable requirements of Regulation S under the Securities Act).
The receipt of share consideration by a US holder for the transfer of its Modern Water Shares pursuant to the Offer may be a taxable transaction for US federal income tax purposes. Each US holder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Offer applicable to it, including under applicable US state and local, as well as overseas and other, tax laws.
The Information contained in this Microsite may contain certain statements that are, or may be deemed to be, "forward-looking statements" regarding Modern Water or DeepVerge and their respective directors, employees, agents and advisers. These forward-looking statements can be identified by the use of forward-looking terminology such as "believe", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology. All statements other than statements of historical facts included in this Microsite are forward-looking statements. They appear in a number of places throughout this Microsite, involve known and unknown risks and uncertainties, many of which are beyond Modern Water's and/or DeepVerge's control and all of which are based on Modern Water's and/or DeepVerge's intentions, beliefs or current expectations concerning, among other things, the results of operations, financial condition, liquidity, prospects, growth, strategies, and dividend policy of the Group and the industry in which it operates and the general economic outlook. Unless expressly stated otherwise, no statement in this Microsite is intended to constitute a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Modern Water. These forward-looking statements and other statements contained in this Microsite regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing Modern Water and/or DeepVerge. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed, or implied in such forward-looking statements. Such forward-looking statements contained in this Microsite speak only as of the specified date of the relevant document. Modern Water and its respective directors, employees, agents and advisers expressly disclaims any obligation or undertaking to update these forward-looking statements contained in this Microsite to reflect any change in their expectations or any change in events, conditions, or circumstances on which such statements are based unless required to do so by applicable law, the Code or the Listing Rules, and Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
Subject to any continuing obligations under applicable law or any relevant regulatory requirements, Modern Water and DeepVerge and any of their affiliated companies and respective advisors expressly disclaim any obligation to disseminate, after the date of the posting of any document or announcement on this Microsite, any updates or revisions to any statements in such documents or announcements in relation to the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based, unless the responsibility statement in any relevant document expressly provides otherwise.
In relation to any materials contained on the Microsite, the only responsibility accepted by the directors of Modern Water and/or by the directors of DeepVerge (the "Responsible Persons") is for the correctness and fairness of their reproduction or presentation unless the responsibility statement in any relevant document expressly provides otherwise. The Responsible Persons are responsible in the terms set out above solely for the relevant materials contained on the Microsite and not for any other information on the website which you may visit on leaving the Microsite. None of the Responsible Persons, Modern Water or DeepVerge or any of their employees, agents or 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 Microsite or Modern Water’s website by a third party.
Confirmation of understanding and acceptance of disclaimer
By clicking the link below labelled "I AGREE" you represent and warrant to each of Modern Water and DeepVerge that:
- - you have read and understood the terms set out above and which you understand may affect your rights and responsibilities;
- - you are not (nor do you act on behalf of someone who is) resident or located in any country or jurisdiction that renders the accessing of the Microsite illegal or otherwise resident in any Restricted Jurisdiction;
- - you are lawfully entitled to access the Information available to you in this Microsite under all applicable laws and regulations and are otherwise permitted to proceed to the Microsite;
- - you will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in the Microsite either in whole or in part to any person resident or located in a Restricted Jurisdiction or in any jurisdiction where such distribution may be restricted by applicable law or regulation;
- - you intend to access the Microsite for information purposes only, that you have read and understood this notice and that you understand that it may affect your rights or responsibilities; and
- - no person (including, without limitation, Modern Water, DeepVerge or their respective directors, employees, agents or advisers) will breach any applicable law or regulation in connection with your access to this Microsite.
If you are not able to give all these confirmations, you must exit this webpage or click on "I DECLINE" below.
IF YOU ARE ABLE TO GIVE ALL OF THE CONFIRMATIONS ABOVE: by clicking on "I AGREE" below you are confirming you have read and understood the notice set out above and agree to be bound by the terms of this notice.