POSSIBLE CASH OFFER FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF AUGMENTUM FINTECH PLC ("AUGMENTUM") BY FRONTIER BIDCO LIMITED ("BIDCO") (THE "PROPOSED ACQUISITION").
ACCESS TO THIS PART 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 ON THIS PART OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH AUGMENTUM REGARDS AS UNDULY ONEROUS.
PLEASE READ THIS DISCLAIMER CAREFULLY AND IN FULL. IT APPLIES TO ALL PERSONS WHO VIEW THIS PART OF THE WEBSITE AND, DEPENDING ON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS. YOU SHOULD NOTE THAT THIS NOTICE MAY BE ALTERED OR UPDATED FROM TIME TO TIME, AND SHOULD BE READ IN FULL EACH TIME YOU VISIT THIS PAGE. IN ADDITION, THE CONTENTS OF THIS PART OF THE WEBSITE MAY BE AMENDED AT ANY TIME WITHOUT NOTICE, IN WHOLE OR IN PART.
Basis of access
This part of the website (the "Micro-Site") contains announcements, documents and information relating to the Proposed Acquisition (together, the "Information") in compliance with the terms of the City Code on Takeovers and Mergers (the "Code"). Electronic copies of the Information are being made available by Augmentum in good faith and for information purposes only, and are subject to the terms and conditions set out below. Any person seeking access to the Micro-Site represents and warrants to Augmentum that they are doing so for information purposes only.Â
Nothing on, or which can be accessed from, the Micro-Site constitutes an offer to sell, or otherwise dispose of, or an invitation or solicitation of any offer to purchase or subscribe for any securities, or any solicitation for votes attached to securities, or approval, pursuant to the Proposed Acquisition or otherwise in any jurisdiction in which such offer or solicitation would or may be unlawful. The Proposed Acquisition cannot be voted on (or, if such Proposed Acquisition is effected by way of a contractual offer, validly accepted) by any persons by means of downloading a copy of any of the Information from the Micro-Site. Formal offer documentation will be circulated to Augmentum’s shareholders and will be uploaded to this Micro-Site when available. The Information contained on this Micro-Site 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 Augmentum and/or BidCo.
In order to access the Micro-Site you must be able to make the confirmations listed at the bottom of this disclaimer. If you are unable to make these confirmations, you will not be able to access the Micro-Site.
Responsibility
The Information in the Micro-Site speaks only as at the date of that relevant piece of Information and, subject to any continuing obligations under applicable law or the Code, neither Augmentum nor BidCo nor any of their respective directors, officers, employees, subsidiaries, investment managers or affiliates has, or accepts, any responsibility or duty to update any such information, document or announcement. However, Augmentum and BidCo reserve the right to add to, remove or amend any Information on this Micro-Site at any time.
In relation to the Information contained in the Micro-Site, the only responsibility accepted by the directors of Augmentum is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither Augmentum nor BidCo nor any of their respective directors, officers, employees, subsidiaries, investment managers or affiliates have reviewed, and none of them shall have any responsibility for, or accept any liability in respect of, any information on any other website that may be linked to the Micro-Site by a third party.
If you are in any doubt about the Information contained in the Micro-Site or the action you should take generally in connection with the Proposed Acquisition, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if you are located outside the United Kingdom, from another appropriately authorised independent financial adviser in the relevant jurisdiction.
THE DOCUMENTS IN THIS MICRO-SITE 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.
Overseas Persons
Access to the Micro-Site may be restricted under securities laws in certain jurisdictions. Any person resident outside of the United Kingdom wishing to access the Micro-Site must first satisfy themselves that they are not prohibited or restricted from doing so. If you are resident or located in a country that renders the accessing of this Micro-Site or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this Micro-Site.
The Information contained in the Micro-Site is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction (a "Restricted Jurisdiction"), and the availability of the Information (and any related offer) to persons who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable regulatory and legal requirements.
You must not copy, release, share, mail, send, transmit, download, distribute or otherwise forward, in whole or in part, the Information contained in the Micro-Site in, into or from any Restricted Jurisdiction.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this Micro-Site.
This Micro-Site contains Information that has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
This disclaimer requires you to confirm certain matters (including that you are not resident or located in such a jurisdiction) before you may access the Information contained herein. The Information on the Micro-Site is not directed at, and is not intended to be accessible by, persons resident or located in any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction.
It is your responsibility to comply with the relevant laws of your jurisdiction. By clicking on "I Accept" you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Augmentum is lawfully entitled to make the content of any communication or document relating to or produced following and in connection with the Proposed Acquisition available to you under applicable securities laws.
If you are in any doubt please exit this page immediately. Augmentum and its directors and advisers do not assume any responsibility for any violation by any person of these restrictions.
Important information for US investors
The Information on this Micro-Site does not constitute an offer to acquire or exchange securities in the United States.
The Proposed Acquisition relates to the securities of a UK company and is subject to UK disclosure requirements, which are different from those of the United States. The financial information included in certain documents contained in this Micro-Site, if any, may have been prepared in accordance with non-US accounting standards, and thus 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 United States.
It may be difficult for US holders of Augmentum’s shares to enforce their rights and claims arising out of the US federal securities laws, since Augmentum is located in a country other than the United States, and some or all of its officers and directors may be residents of a country other than the United States. US holders of Augmentum’s shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the information contained in this Micro-Site. Any representation to the contrary is a criminal offence in the United States.
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Forward Looking Statements
The Information on the Micro-Site (including any information incorporated by reference) may contain forward-looking statements regarding the financial condition, results of operations, business strategy, plans and objectives for future operations of the boards of Augmentum and BidCo. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "believe", "intend", "plan", "goal", "hope", "aim", "can", "continue", "could", "may", "should", "estimate", "expect", "opportunity", "will" and "would", and other words of similar meaning.
Any such forward-looking statements are based on assumptions and assessments of the directors of Augmentum and BidCo based on their respective experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors and involve risks and uncertainties because they relate to future events and circumstances. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, the actual results may differ materially from those expressed or implied in forward-looking statements as certain factors, surrounding risks and uncertainties may be beyond Augmentum’s and/or BidCo's knowledge and/or control such as market conditions, global, political and economic events, and the performance of competitors. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, and you are cautioned not to place undue reliance on such statements.
Any forward-looking statements contained in the Information on the Micro-Site speak only as of the date of the respective documents and are qualified in their entirety by the cautionary statements contained in this disclaimer. Each of Augmentum and BidCo expressly disclaims any obligation or undertaking to update or revise any forward-looking statement as a result of subsequent events or developments, except to the extent legally required.Â
No profit forecast
No statement contained or referred to in the Information on the Micro-Site shall be deemed to be a forecast, projection or estimate of the future financial performance of Augmentum or BidCo, unless otherwise stated.
This disclaimer shall be governed by, and interpreted in accordance with, English law.
Confirmation of understanding and acceptance of this disclaimer
In order to enter the Micro-Site, select "I AGREE" below. By clicking on "I AGREE" below, you are making the following confirmations:
- I have read and understood the disclaimer as set out above and agree to be bound by its terms;
- I am not, and I do not act on behalf of someone who is, resident or located in a Restricted Jurisdiction or any jurisdiction that prohibits access to the Micro-Site;
- I am lawfully entitled to access the Information available to me on the Micro-Site under all applicable laws and regulations;
- I will not copy, release, send, transmit, transfer, forward or distribute (by any means, including by electronic transmission), or otherwise share, any Information contained in the Micro-Site either in whole or in part to any person who is resident or located in a Restricted Jurisdiction or any jurisdiction that prohibits access to the Micro-Site; and
- I intend to access this Micro-Site for information purposes only.
If you are unable to provide confirmation of these points, please close this page immediately.