ACCESS TO THIS AREA 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 AREA OF THE WEBSITE. THIS INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED 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 ANY CONSENT OR OTHER FORMALITY WHICH A SUBSIDIARY OF THE FUNDS MANAGED BY MORGAN STANLEY INFRASTRUCTURE INC. (“MSI”) REGARDS AS UNDULY ONEROUS.
You are attempting to enter the area of this website that is designated for the publication of electronic versions of materials in connection with the proposed offer pursuant to which Antwerp Management Limited, a wholly owned subsidiary of MSI (“Bidco”) may acquire the entire issued and to be issued share capital of Augean plc (“Target”) (the “Offer”). The information contained in this area of the website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, the information contained in this area of the website 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.
The full terms and conditions of the Offer will be set out in the formal offer document. In deciding whether or not to accept the Offer, shareholders of Target should rely only on the information contained and procedures described in the formal offer document.
The Offer shall be subject to the Companies Act 2006 and the applicable requirements of the City Code on Takeovers and Mergers (the “Takeover Code”), the rules of AIM, a market operated by the London Stock Exchange, as set out in the publication entitled "AIM Rules for Companies" published by the London Stock Exchange from time to time, the Panel on Takeovers and Mergers (the “Panel”), London Stock Exchange and the Financial Conduct Authority.
Terms defined in the announcement of the Offer dated 29 July 2021 shall have the same meaning when used in this notice.
Access to this area of the Website
If you would like to view this area of the website, please read this notice carefully. This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities. Each of Bidco and MSI 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 area of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of Bidco and MSI.
Overseas Persons
The release, publication or distribution of information contained on this area of the website may be restricted or unlawful in certain jurisdictions or to certain persons. All persons resident or located outside the United Kingdom who wish to view this area of the website 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 of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.
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 area of the website. Neither Bidco, MSI nor any of its affiliated companies or advisors, assumes any responsibility for any violation by any person of any of these restrictions.
You should not forward, transmit or show the announcements, information or documents contained in this area of the website to any person. 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.
Unless otherwise determined by Bidco and MSI, or required by the Takeover Code, and permitted by applicable law and regulation, the Offer shall not be made available, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
Notice to US Investors
The Offer is being made to Target shareholders resident in the United States in reliance on, and compliance with, Regulation 14E and the related rules promulgated under the US Securities Exchange Act of 1934 (the “US Exchange Act”), subject to any exemptions or relief therefrom, as applicable, including as set forth in Rule 14d-1(d) of the US Exchange Act, and otherwise in accordance with the requirements of the Takeover Code, the Panel, the London Stock Exchange and the UK Financial Conduct Authority. The Offer is being made in the United States by Bidco and no one else.
The Offer relates to the shares of a company incorporated in England and Wales that is not registered under the US Exchange Act and is admitted to trading on AIM and is subject to disclosure and other procedural requirements, format and style which are different from those in the United States including with respect to withdrawal rights, offer timetable and settlement procedures.
Financial information included in this area of the website has been or will be prepared in accordance with accounting standards applicable in the United Kingdom, and 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.
The receipt of consideration by a US holder for the transfer of its Target shares pursuant to the Offer may be a taxable transaction for United States federal income tax purposes and under applicable United States federal, state and local, as well as non-US and other, tax laws. Each Target shareholder is urged to consult their independent professional adviser immediately regarding any acceptance of the Offer including, without limitation, the tax consequences of the Offer applicable to them, including under applicable United States federal, state and local, as well as non-US and other, tax laws.
It may be difficult for US holders to enforce their rights, effect service of process within the United States and/or enforce any claim and claims arising out of the US federal securities laws, since Target is incorporated under the laws of England and Wales, Bidco is incorporated under the laws of England and Wales and the majority of the officers and directors of Target and Bidco are residents of countries other than the United States and most of their respective assets are outside the United States. It may not be possible to sue Target, Bidco or MSI, or any of their respective directors, officers or affiliates, in a non-US court for violations of US laws, including US securities laws. It may be difficult to compel Target, Bidco and MSI and their respective directors, officers and affiliates to subject themselves to the jurisdiction of a US court. There is doubt as to the enforceability in the United Kingdom of original actions, or of actions for enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws and judgments of a US court.
Neither the SEC nor any US state securities commission has approved or disapproved the Offer, or passed upon the fairness of the Offer or passed upon the adequacy or accuracy of the information contained on this microsite. Any representation to the contrary is a criminal offence in the United States.
No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Exchange Act, or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements.
In accordance with normal UK practice, Bidco, MSI, their affiliates or nominees, or their brokers (acting as agents), may, from time to time, make certain purchases of, or arrangements to purchase, Target shares outside of the United States, other than pursuant to the Offer, until the date on which the Offer becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed, as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. No purchases will be made other than pursuant to the Offer in the United States of America by or on behalf of Bidco, MSI, their affiliates or their respective nominees.
Forward Looking Statements
This area of the website contains “forward-looking statements”. These statements are based on the current expectations of Bidco and MSI and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this area of the website include statements relating to the expected effects of the Offer on Target, the expected timing and scope of the Offer, and other statements other than historical facts.
Forward-looking statements include, without limitation, statements typically containing words such as “intends”, “expects”, “anticipates”, “targets”, “estimates”, “plans”, “strategy”, “will”, “should”, “may” and words of similar import. These forward looking statements are not guarantees of future performance. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, and Bidco and MSI’s ability to successfully integrate the operations and employees of Target, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, costs associated with research and development, changes in the prospects for products in the research and development pipeline of Target, customers’ strategies and stability, changes in the regulatory environment, fluctuations of interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Neither Bidco, MSI nor any of their affiliated companies undertake any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.
Responsibility
In relation to any document, announcement or information contained in this area of the website, the only responsibility accepted by certain members of the investment committee of MSI and the directors of Bidco (the “Responsible Persons”) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.
Neither the directors, officers or employees of Bidco, MSI nor any of their affiliated companies have reviewed and none of them is or shall be responsible 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.
The information contained in this area of the website speaks only at the specified date of the relevant document and neither Bidco, MSI nor any of its affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).
If you are in any doubt about the contents of this area of the 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.
THE DOCUMENTS IN THIS AREA OF THE WEBSITE 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.
Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of Understanding and Acceptance of Disclaimer
- I confirm that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal;
- I agree that I will not copy, forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the 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 and MSI that I intend to access this area of the 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; and
- I agree to be bound by the terms of this notice set out above and I confirm that I am permitted to proceed to this point of the site.
If you are not able to give these confirmations (as applicable), we cannot provide you with the information on this area of the website and you should click on “I DO NOT AGREE” box below.
