Open Offer Disclaimer

Open Offer by Supply@ME Capital plc

DISCLAIMER – IMPORTANT

Open offer of new ordinary shares (“Open Offer Shares“) and warrants by Supply@ME Capital plc (the “Company“) (the “Open Offer“) with the proposed admission of Open Offer Shares to listing on the standard segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of London Stock Exchange plc (together, the “Transaction“).

YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT THE COMPANY HAS DESIGNATED FOR THE PUBLICATION OF ELECTRONIC DOCUMENTS AND INFORMATION IN CONNECTION WITH THE TRANSACTION (THE “MICROSITE“). PLEASE READ THE FOLLOWING DISCLAIMER AND SIGNIFY YOUR APPROVAL OR DISAPPROVAL BY CLICKING ON THE APPROPRIATE BUTTON AT THE BOTTOM OF THE PAGE. INFORMATION RELATING TO THE TRANSACTION IS BEING MADE AVAILABLE ON THE MICROSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

Access to documents and Information relating to the Transaction

Please read this disclaimer carefully – it applies to all persons who view the Microsite and, depending upon who you are and where you live, it may affect your rights or responsibilities. This part of the site contains information on the Transaction. Please note that as the Transaction progresses, the disclaimer set out below may be altered or updated. You should read it in full each time you visit the Microsite. In addition, the contents of this part of the website, and its accessibility by certain persons, may be amended at any time in whole or in part at the sole discretion of the Company.

For regulatory reasons, we have to ensure that you are aware of the appropriate regulations for the country which you are in. To allow you to view the information and documents on the Microsite, you have to read the following and then click on “I agree”. If you are unable to agree you should click where instructed to and you will not be able to view the terms of the Transaction.

Overseas investors

Viewing or distribution of this information may be restricted by law in certain jurisdictions other than the United Kingdom of Great Britain and Norther Ireland (the “United Kingdom“), and therefore persons viewing the Microsite and into whose possession any information in the Microsite comes, should inform themselves about, and observe, any applicable restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. In other jurisdictions, only certain categories of person are allowed to view this information.

Any person seeking access to the Microsite certifies that they are not located in the United States of America or any of its territories or possessions (the “United States“), Australia, Canada, Japan, Singapore, the Republic of South Africa or any other jurisdiction where the release, publication or distribution of these materials would be unlawful (a “Restricted Jurisdiction“). Any person seeking access to the Microsite confirms that they have read and understood this disclaimer and agrees to be bound by its terms.

The Transaction will not be made, directly or indirectly, in or into any jurisdiction where to do so would violate the laws in that jurisdiction, including any Restricted Jurisdiction. Accordingly, the documents relating to the Transaction on the Microsite must not be viewed if you are in, or a resident of, any Restricted Jurisdiction. Copies of the Open Offer circular and other documents relating to the Transaction, will not be, and must not be, directly or indirectly, in whole or in part, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction.

No securities have been, or will be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act“), or under the applicable securities laws of any state or other jurisdiction of the United States or any other Restricted Jurisdiction. No securities may be offered or sold, directly or indirectly, into the United States absent registration or an exemption from registration under the US Securities Act. There will be no public offer of any securities referred to herein in the United States or in any Restricted Jurisdiction.

To the fullest extent permitted by applicable law, the Company and its subsidiaries (together, the “Group“), its directors, officers, advisers, agents and affiliates, and all other persons involved in the Transaction disclaim any responsibility or liability for the failure to satisfy any such laws, regulations or requirements by any person.

Forward-looking statements

The documents relating to the Transaction contain statements that are or may be deemed to be “forward-looking statements”. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “targets”, “believes”, “estimates”, “anticipates”, “expects”, “intends”, “may”, “will”, “should”, or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout the Circular and other documents related to the Transaction, include statements regarding the intentions, beliefs or current expectations of the directors of the Company concerning, inter alia:

  • the Group’s objectives, acquisition, financing and business strategies, results of operations, financial condition, capital resources, prospects, capital appreciation of securities and dividends; and
  • future deal flow and implementation of active management strategies, including with regard to acquisitions and hedging of foreign currency exposures.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance.

The Group’s actual performance, results of operations, financial condition, distributions to holders of securities and the development of its financing strategies may differ materially from the forward-looking statements contained in the Circular or other Transaction documents. In addition, even if the Group’s actual performance, results of operations, financial condition, distributions to holders of securities and the development of its financing and hedging strategies are consistent with the forward-looking statements contained in the Circular or other Transaction documents, those results or developments may not be indicative of results or developments in subsequent periods.

Forward-looking statements contained in any Transaction document apply only as at the date of such document. Subject to any obligations under applicable law and regulations, the Company undertakes no obligation publicly to update or review any forward-looking statement included in this Circular, whether as a result of new information, future developments or otherwise.

Basis of access to documents relating to the Transaction

Access to the electronic version of any documents relating to the Transaction is being made available on the Microsite in good faith and for information purposes only. Any person seeking access to the Microsite represents and warrants to the Company that they are doing so for information purposes only. Nothing on this website (or any website to which this website has hypertext links) or the making the documents relating to the Transaction available in electronic format constitutes an offer to sell or the solicitation of an offer to acquire any securities of the Company or any of its subsidiaries. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities of the Company.

Receipt of this information does not constitute an invitation or offer to overseas shareholders in those jurisdictions in which it would be illegal to make such an invitation or offer and in such circumstances the information should be treated as transmitted for information only. The Company’s shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. Any shareholder action required in connection with the Transaction will be set out in documents sent to or made available to the Company’s shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

The information contained in the Microsite 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.

Subject to any continuing obligations under applicable law or any relevant rules or regulations, the Company expressly disclaims any obligation to disseminate, after the date of the posting of the documents relating to the Transaction in the Microsite, any updates or revisions to any statements in the documents relating to the Transaction to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

This notice shall be governed by, and interpreted in accordance with, English law.

THE DOCUMENTS RELATING TO THE TRANSACTION ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY RESTRICTED JURISDICTION. THE DOCUMENTS RELATING TO THE TRANSACTION MAY NOT BE DOWNLOADED BY ANY PERSON LOCATED IN ANY RESTRICTED JURISDICTION, EITHER IN WHOLE OR IN PART. MOREOVER, THE DOCUMENTS RELATING TO THE TRANSACTION MAY NOT BE DOWNLOADED BY 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.

Responsibility

In relation to any document, announcement or information contained in the Microsite, the only responsibility accepted by the 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 the Microsite speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law the Company expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Transaction on the Microsite, any updates or revisions to any statements in the Transaction 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 (including, but not limited to, Group 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 Microsite, or what action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000, as amended, if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Confirmation of understanding and acceptance of this disclaimer

To visit the following pages of the Microsite, you must confirm that you have understood the above disclaimer and agree to comply with the restrictions.

By selecting “I Agree” below, you:

  • confirm you have read and understood the disclaimer set out above, understand that it may affect your rights and agree to be bound by its terms;
  • represent and warrant to the Company that you intend to access the Microsite for information purposes only;
  • warrant and represent that you are not a resident of, or otherwise located in the United States, Australia, Canada, Japan, Singapore, the Republic of South Africa, or any other Restricted Jurisdiction, nor are you a resident of, or inside, any other jurisdiction where accessing the information would constitute a violation of the relevant laws or regulations of that jurisdiction;
  • confirm that you are not a person to whom the communication of the information contained on Microsite is restricted and are not acting for the benefit of any such person; and
  • confirm that you will not forward, transmit, distribute (by any means, including by electronic transmission) any documents included in the Microsite either in whole or in part to any person in United States, Australia, Canada, Japan, Singapore, the Republic of South Africa, or any other Restricted Jurisdiction, or to publications with a general circulation in the United States, Australia, Canada, Japan, Singapore, the Republic of South Africa, or any other Restricted Jurisdiction.

If you cannot make these confirmations, you must click here to go back to the homepage.