Offer for the entire issued and to be issued share capital of Telford Homes Plc (the “Offeree”) by CBRE Group, Inc. or one or more of its subsidiaries it may nominate or incorporate to make the proposed acquisition (the “Offeror”), to be implemented by way of a scheme of arrangement (the “Offer”)
ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. INFORMATION RELATING TO THE OFFER IS BEING MADE AVAILABLE ON THIS PART OF THE OFFEROR'S WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS.
1. ACCESS TO THE OFFER
Please read this notice carefully – it applies to all persons who view this part of the Offeror’s website and, depending upon who you are and where you live, it may affect your rights. This part of the website contains information relating to the Offer. Please note that, as the Offer progresses, the information contained on this part of the website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the Offeror’s website.
For regulatory reasons, the Offeror must ensure that persons seeking to access this part of the Offeror’s website are made aware of the appropriate regulations for the country which such person is in. To allow you to view details relating to the Offer on this part of the Offeror’s website, you have to read the following then click the confirmation box below. If you are unable to confirm, please exit this webpage.
2. OVERSEAS JURISDICTIONS
Viewing the information contained in this part of the Offeror’s website may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person are allowed to view this information. If you are not permitted to view the information contained in this part of the website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage.
3. BASIS OF ACCESS TO INFORMATION RELATING TO THE OFFER
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS PART OF THE WEBSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.
The information relating to the Offer that can be accessed via this part of the Offeror’s website is being made available in good faith and for information purposes only. Any person seeking access to this part of the website represents and warrants to the Offeror that they are doing so for information purposes only. Making further information relating to the Offer available in electronic format is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.
The Offeree’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 Offer will only be set out in documents sent to or made available to the Offeree’s shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove (“J.P. Morgan Cazenove”), is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Conifer and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than Conifer for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Offer or any other matter or arrangement referred to herein.
4. FORWARD-LOOKING STATEMENTS
Some of the information contained in this part of the website may include statements that are or may be deemed to be “forward-looking statements”. Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which the Offeror’s group or the combined business of the Offeror’s group and the Offeree’s group after completion of the Offer (the “Enlarged Group”) will operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. The forward looking statements contained in this part of the website relate to the Offeror’s group’s or the Enlarged Group’s future prospects, developments and business strategies, the expected timing and scope of the Offer and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could" or their negatives or other variations or comparable terminology. 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. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither the Offeror nor the Offeree, nor any of their respective associates or directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this part of the website will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.
Each forward looking statement speaks only at the date the relevant document containing such statement was made available in this part of the website.
The directors of the Offeror accept responsibility for the information contained on this part of the website, other than that relating to the Offeree or other members of the Offeree's group. To the best of the knowledge and belief of the directors of the Offeror (who have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.
Subject to any continuing obligations under applicable law, the City Code on Takeovers and Mergers or any relevant listing rules, the Offeror expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offer on this part of the Offeror’s website, 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 INFORMATION RELATING TO THE OFFER THAT IS CONTAINED IN THIS PART OF THE OFFEROR’S WEBSITE 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.
6. 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 Offeror’s website.