DISCLAIMER - IMPORTANT
Share offer (the “Offer”) by Myriad Group AG (“Myriad”) for Synchronica plc (“Synchronica”)
NOTE: AN ELECTRONIC VERSION OF THE DOCUMENTS RELATING TO THE OFFER IS BEING MADE AVAILABLE ON THIS WEBSITE BY MYRIAD IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND SUBJECT TO THE TERMS AND CONDITIONS BELOW. THE OFFER CANNOT BE VALIDLY ACCEPTED BY HOLDERS OF SYNCHRONICA SHARES OR ANY OTHER PERSONS THROUGH MEANS OF DOWNLOADING A COPY OF THE OFFER DOCUMENT FROM THIS WEBSITE.
Access to the Offer
Please read this notice carefully - it applies to all persons who view this part of the website 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 Offer. Please note that as the Offer progresses, the disclaimer set out below may be altered or updated. You should read it in full each time you visit this part of the website. 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 Myriad.
For regulatory reasons, we have to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view the Offer, you have to read the following then click on “I agree”. If you are unable to agree you should click on “I disagree” and you will not be able to view the terms of the Offer.
Viewing this information may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person are allowed to view this information.
The Offer will not be made, directly or indirectly, in or into any jurisdiction where to do so would violate the laws in that jurisdiction (a “Restricted Jurisdiction”). Accordingly, the Offer on this website must not be viewed if you are in, or a resident of, any Restricted Jurisdiction. Copies of this the offer document and the forms of acceptance and the prospectus equivalent document issued or made available in connection with the Offer, will not be, and must not be, directly or indirectly, in whole or in part, mailed or otherwise forwarded (including, without limitation, by telex, facsimile transmission, telephone, internet or other forms of electronic communication), distributed or sent in, into or from any Restricted Jurisdiction.
If you are not permitted to view the Offer on this website, or viewing the Offer would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Offer, please exit this web page by clicking on the “I disagree” box below.
The availability of the Offer to persons not resident in the United Kingdom or Canada may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Canada should inform themselves of, and observe, any applicable requirements.
These documents do not constitute an offer in, or into, Canada. Any offer made to Canadian shareholders will be made in accordance with applicable Canadian securities laws. Documents relating to the offer applicable to Canadian shareholders will be mailed in accordance with applicable Canadian securities laws and made available on the System for Electronic Document Analysis and Retrieval at www.sedar.com under Synchronica's profile.
The documents relating to the Offer may contain statements that are, or may be, forward-looking statements. All statements other than statements of historical facts included in the documents relating to the Offer may be forward-looking statements. Without limitation, any statements preceded or followed by or that include words such as "target", "plan", "believe", "expect", "aim", "intend", "will", "should", "could", "would", "may", "consider", "anticipate", "estimate", "synergy", "cost saving", "project", "goal" or "strategy" or words or terms of similar substance or the negative of such words are forward-looking statements. Forward-looking statements include statements relating to the following: (i) the expected timetable for implementing the Offer, future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects of Myriad or Synchronica or the Combined Group; (ii) business and management strategies and the expansion and growth of Myriad’s, Synchronica's or the Combined Group’s operations and potential synergies resulting from the Offer by Myriad for Synchronica; and (iii) the effects of government regulation on Myriad’s, Synchronica's or the Combined Group’s respective businesses.
These forward-looking statements are not guarantees of future financial performance. Except as expressly provided in the documents relating to the Offer, they have not been reviewed by the auditors of Myriad or Synchronica. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of the relevant document in which they are included. All subsequent oral or written forward-looking statements attributable to Myriad or any of its members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Myriad disclaims any obligation to update any forward-looking or other statements contained in the documents relating to the Offer, except as required by applicable law. All forward-looking statements included in the documents relating to the Offer are based on information available to Myriad on the date of the relevant document and are made only as of the date of the relevant document. Undue reliance should not be placed on such forward-looking statements.
Subject to compliance with the City Code, Myriad does not intend nor undertake any obligation, to update any information contained in the documents relating to the Offer, except as required by applicable law.
Basis of access to the Offer
Access to the electronic version of any documents relating to the Offer is being made available on its website by Myriad in good faith and for information purposes only. Any person seeking access to the Myriad website represents and warrants to Myriad that they are doing so for information purposes only. Making the Offer available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy, or subscribe for, shares in either Myriad or Synchronica. Further, it does not constitute a recommendation by Myriad or any other party to sell or buy shares in Myriad or Synchronica.
The documents relating to the Offer do not constitute a prospectus within the meaning of Articles 1156 and 652a of the Swiss Code of Obligations nor a listing prospectus according to article 27 of the Listing Rules of the SIX Swiss Exchange.
Synchronica 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 Offer will only be set out in documents sent to or made available to Synchronica’s shareholders by Myriad and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
The directors of Myriad accept responsibility for the information contained on this webpage save that the only responsibility accepted by them in respect of such information as relates to Synchronica (which has been compiled from public records) has been to ensure that such information has been correctly and fairly reproduced and compiled. To the best of the knowledge and belief of the directors of Myriad (who have taken all reasonable care to ensure that such is the case), the information contained on this webpage is in accordance with the facts and does not omit anything likely to affect the import of such information.
Zeus Capital Limited (“Zeus Capital”), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as exclusive financial adviser to Myriad and no one else in connection with the Offer and will not be responsible to anyone other than Myriad for providing the protections afforded to clients of Zeus Capital or for providing advice in relation to the contents of the documents relating to the Offer, in connection with the Offer or any other matter referred to on this webpage or in the documents relating to the Offer.
Subject to any continuing obligations under applicable law or any relevant rules or regulations, Myriad expressly disclaims any obligation to disseminate, after the date of the posting of the Offer on this webpage, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
THE OFFER IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY RESTRICTED JURISDICTION. THE OFFER MAY NOT BE DOWNLOADED BY ANY PERSON LOCATED IN ANY RESTRICTED JURISDICTION, EITHER IN WHOLE OR IN PART. MOREOVER, THE OFFER 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.
Confirmation of understanding and acceptance of disclaimer
I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to this part of the site.