Offer for Arrow Global Group plc (“Arrow Global”) by Sherwood Acquisitions Limited (“Bidco”) (a newly formed company owned by investment funds managed by TDR Capital LLP (“TDR”)) (the “Offer”).
PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO ACCESS THIS SITE.
ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS 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 MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT, OR INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT 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 ARROW GLOBAL REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE "INFORMATION") PUBLISHED BY ARROW GLOBAL AND/OR BIDCO RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “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 the Information
If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this part of the website and, depending on where you are located, may affect your rights or responsibilities.
Arrow Global 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 Microsite. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of Arrow Global.
To allow you to view information about the Offer, you must read this notice and then, if you agree, click "I ACCEPT". If you are unable to agree, you should click "I DECLINE" and you will not be able to view information about the Offer.
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 pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Offer is being made solely by means of an offer or scheme document which will contain the full terms and conditions of the Offer, including details on how it may be accepted. Any decision made in relation to Offer should be made solely and only on the basis of the information provided in any such document.
NO OFFER CAN BE VALIDLY ACCEPTED BY ARROW GLOBAL SHAREHOLDERS OR ANY OTHER PERSON BY MEANS OF DOWNLOADING A COPY OF ANY INFORMATION FROM THIS WEBSITE. ARROW GLOBAL SHAREHOLDERS SHOULD SEEK ADVICE FROM AN INDEPENDENT FINANCIAL ADVISER AS TO THE SUITABILITY OF ANY ACTION FOR THE INDIVIDUAL CONCERNED.
This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY RESTRICTED JURISDICTION.
This Microsite 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.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.
This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of Arrow Global and its subsidiaries and subsidiary undertakings from time to time (the “Arrow Global Group”) and Bidco and TDR and their respective subsidiaries and subsidiary undertakings from time to time (together the “TDR Group”) following the implementation of the Offer.
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Arrow Global and the Arrow Global Group and/or Bidco, TDR and the TDR Group, to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "goals", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will" and similar terms and phrases.
There are a number of factors that could affect the future operations of Arrow Global and the Arrow Global Group and/or Bidco, TDR and the TDR Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to: (a) the ability to obtain requisite shareholder approval and the satisfaction of other conditions to the Offer; (b) business conditions; (c) currency fluctuations; (d) changes in demand for Arrow Global’s and/or Bidco and TDR’s products and services; (e) environmental and physical risks; (f) market developments; (g) the policies and actions of regulatory authorities; (h) the ability of Arrow Global, Bidco and TDR to successfully retain key employees; (i) changes in general economic, business and political conditions, including changes in the financial markets following the UK’s withdrawal from the European Union; (j) the impact of external events, such as pandemics or natural disasters, including the ongoing impact of COVID-19; (k) the impact of competition and technological change; (l) inflation and deflation; (m) breaches of information security; (n) the timing, impact and risks associated with any future acquisitions, combinations or divestments; and (o) the impact of tax and other legislation and other regulations in the jurisdictions in which Arrow Global, Bidco and TDR operate.
All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in the annual report and accounts, interim results and trading updates of Arrow Global (available at https://www.arrowglobal.net/en/investors). These factors also should be considered by the reader.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of Arrow Global, the Arrow Global Group, Bidco, TDR and the TDR Group undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
In relation to any materials connected with the Offer accessible on this Microsite, please note any statement of responsibility contained therein. The documents included in this Microsite issued or published by Arrow Global speak only at the specified date of the relevant document and Arrow Global has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other materials relating to the Offer which are issued or published by a third party, that are accessible on this website, the only responsibility accepted by Arrow Global and its directors is for the correctness and fairness of its reproduction.
Neither the directors of Arrow Global, nor Arrow Global itself, nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.
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 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.
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