PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBPAGE AND, DEPENDING ON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS AND/OR RESPONSIBILITIES. PLEASE NOTE THAT THIS NOTICE AND THE INFORMATION CONTAINED IN IT MAY BE ALTERED OR UPDATED FROM TIME TO TIME, AND SHOULD BE READ IN FULL EACH TIME YOU VISIT THE SITE. IN ADDITION, THE CONTENTS OF THIS WEBPAGE MAY BE AMENDED AT ANY TIME, IN WHOLE OR IN PART, AT THE SOLE DISCRETION OF GRESHAM HOUSE PLC (“GRESHAM HOUSE”).
ACCESS TO THE MATERIALS CONTAINED IN THIS SECTION OF THE WEBSITE (THE “MICROSITE”) 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 THE WEBSITE. IF YOU ARE UNABLE, OR HAVE ANY DOUBT WHETHER YOU ARE ABLE TO PROVIDE THE NECESSARY CONFIRMATION, YOU SHOULD PRESS ‘I DECLINE’ BELOW AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE ACQUISITION.
THESE MATERIALS ARE NOT DIRECTED AT, OR TO BE ACCESSED BY, PERSONS LOCATED IN ANY JURISDICTION WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH GRESHAM HOUSE REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”) AND, UNLESS OTHERWISE DETERMINED BY GRESHAM HOUSE AND PERMITTED BY APPLICABLE LAW AND REGULATION, IT IS NOT INTENDED THAT THESE MATERIALS BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.
ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS MICROSITE BY GRESHAM HOUSE IN GOOD FAITH, FOR INFORMATION PURPOSES ONLY AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
NO OFFER CAN BE VALIDLY ACCEPTED (OR, IF SUCH OFFER IS TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT, VOTED IN FAVOUR OF) BY GRESHAM HOUSE OR ITS SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THIS WEBSITE.
Basis of access
The information contained on this Microsite is in respect of the proposed acquisition (the “Acquisition”) by a new company incorporated by Bidco Limited, which is a company controlled by funds advised by Searchlight Capital Partners, L.P. and its affiliates (“Bidco”), to acquire the entire issued and to be issued share capital of Gresham House. In particular, the information contained in this Microsite does not constitute an offer to sell, or otherwise dispose of, or an invitation or solicitation of any offer to purchase or subscribe for, any securities, or the solicitation of any vote or approval, pursuant to the Acquisition or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The full terms and conditions of the Acquisition will be set out in a scheme circular, in the event that the Acquisition is to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (a “Scheme”) (the “Scheme Document”), or an offer document, in the event that the Acquisition is to be effected by way of a contractual offer (the “Offer Document”). In deciding whether or not to vote, or procure the vote, in favour of any Scheme (or, if the Acquisition is to be effected by way of a contractual offer, to accept, or procure the acceptance of, such contractual offer), shareholders of Sureserve should rely only on the information contained, and procedures described, in that Scheme Document (or, if applicable, Offer Document) (in each case, if published).
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither Gresham House nor any of its affiliated companies has, or accepts, responsibility or any duty to update any such information, document or announcement. Gresham House reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
In relation to any document, announcement or information contained in this Microsite, the only responsibility accepted by the directors of Gresham House (“Responsible Persons”) is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons, Gresham House or any of its affiliated companies have reviewed, and none of them is or shall be responsible for, or accepts any liability in respect of, any information contained on any other website that may be linked to this Microsite by a third party.
If you are in any doubt about the contents of this Microsite 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.
Viewing the materials you seek to access may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials.
Any person 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 themselves about, and observe, any applicable legal or regulatory requirements in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.
If you are not permitted to view materials on this Microsite, please exit this Microsite. Should you be in any doubt about whether you are permitted to view materials on this Microsite, you should not access the Microsite and you should take legal advice.
Copies of the contents of the Microsite are not being, and must not be, released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction. You should not forward, transmit or show the announcements, information or documents contained on the Microsite. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.
This Microsite may contain statements that are deemed to be “forward-looking statements”. Such statements are prospective in nature. All statements other than historical statements of fact may be forward-looking statements. Statements containing the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects” or “considers” or other similar words may be forward-looking statements.
Forward-looking statements inherently contain risks and uncertainties as they relate to events or circumstances in the future. Users of this Microsite should not place undue reliance on forward-looking statements.
Important factors such as business or economic cycles, competition in Gresham House’s sector or principal markets, or acquisitions or disposals of businesses or assets in Gresham House’s principal asset classes may cause Gresham House’s projected financial results, performance or achievements to differ materially from any forward-looking statements.
Forward-looking statements only speak as at the date of the respective documents. Gresham House expressly disclaims any obligation or undertaking to update or revise any forward-looking statements except to the extent required by law and neither Gresham House nor its directors, employees, officers or professional advisers make any assurance, representation or guarantee that any event referred to in a forward-looking statement will actually occur.
No profit forecast
Save as otherwise expressly stated in any relevant information, no statement in any document contained in this Microsite is intended as a profit forecast or a profit estimate for any period and no statement in any document contained in this Microsite should be interpreted to mean that the earnings or earnings per share of Gresham House or any of its affiliates for current or future financial years will necessarily match or exceed the historical published earnings per share for Gresham House.
This notice shall be governed by and interpreted in accordance with English law.
Confirmation of understanding and acceptance of disclaimer
BY CLICKING ON THE “I AGREE” BUTTON BELOW, YOU CERTIFY THAT:
1. YOU ARE NOT (NOR DO YOU ACT ON BEHALF OF SOMEONE WHO IS) RESIDENT IN ANY COUNTRY THAT RENDERS THE ACCESSING OF THIS MICROSITE OR PARTS THEREOF ILLEGAL;
2. YOU WILL NOT FORWARD, TRANSFER OR DISTRIBUTE (BY ANY MEANS INCLUDING BY ELECTRONIC TRANSMISSION) ANY DOCUMENTS INCLUDED IN THIS MICROSITE EITHER IN WHOLE OR IN PART TO ANY PERSON IN ANY JURISDICTION WHERE SUCH DISTRIBUTION MAY BE RESTRICTED BY APPLICABLE LAW OR REGULATION;
3. YOU REPRESENT AND WARRANT TO GRESHAM HOUSE THAT YOU INTEND TO ACCESS THIS MICROSITE FOR INFORMATION PURPOSES ONLY, THAT YOU HAVE READ AND UNDERSTOOD THIS NOTICE AND THAT YOU UNDERSTAND THAT IT MAY AFFECT YOUR RIGHTS AND/OR RESPONSIBILITIES; AND
(1) YOU HAVE READ AND UNDERSTOOD THE NOTICE SET OUT ABOVE AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS NOTICE.
IF YOU ARE NOT ABLE TO GIVE THESE CONFIRMATIONS, YOU SHOULD CLICK ON ‘I DISAGREE’ BELOW.
Your choice regarding cookies on this site
Some of these cookies are essential to our site working properly and others help us improve the site by providing insight into how the site is being used.
To allow us to provide the best website experience, we recommend that you accept the use of all cookies.
Please note that some data processing may not require your consent but you have the right to object to such processing.
Data collected in this category is essential to provide our services to you.
The data is necessary for the website to operate and to maintain your security and privacy while using the website.
These cookies are always on as they are critical to the website functioning correctly.
This data is not used for marketing purposes or the purposes covered by the two categories below.
Data collected in this category is used to inform us about how the website is used,
to improve functionality on our website and to help us to identify issues you may have when accessing our website.
This data is not used to target you with advertising.
Data collected in this category is used to help make our messages more relevant to you.
The data may be shared with our media partners and platforms we may use to deliver personalised advertisements and messages.