ACCESS TO THIS WEBSITE (“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. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF THAT JURISDICTION (A “RESTRICTED JURISICTION”).
This Microsite contains announcements, documents and other information (together, the “Information”) in connection with the Offer. The Information contained in this Microsite is made available in good faith for information purposes only and is subject to the terms and conditions set out below.
The Information contained in this Microsite 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.
Please read this notice carefully – it applies to all persons who view the Microsite to access Information and, depending on who you are and where you live, it may affect your rights. This notice and the Information contained in this Microsite may be altered or updated from time to time, and should be read carefully each time you visit this part of the website. The Information speaks only at the date of the relevant information reproduced on this Microsite. The Offeror does not have, and does not accept, any responsibility or duty to update any such Information and reserves the right to add to, remove or amend any Information reproduced on this Microsite at any time.
The full terms of, and condition to, the Offer will be set out in the formal offer document (the “Offer Document”). In considering the Offer, shareholders of Punch should only rely on the information contained, and procedures described, in the Offer Document and, in respect of certificated holders of shares in Punch, the related Form of Acceptance.
The Information is not for publication or distribution, directly or indirectly, in or into any Restricted Jurisdiction, and the availability of such Information (and any related offer) to shareholders who are resident in, or citizens or nationals of, jurisdictions outside the United Kingdom or the United States, or to agents, nominees, custodians or trustees for such persons, may be affected by the laws of the relevant jurisdictions. If you are not resident in, or a citizen or national of, a Restricted Jurisdiction, you may access the Information contained in this Microsite but you must first inform yourself about and observe any applicable legal requirements of your jurisdiction. If you are not permitted to view any information in relation to the Offer by virtue of applicable laws or regulatory requirements, please do not enter this Microsite.
The Offer is not being made, directly or indirectly, in or into or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce, or any facilities of a national securities exchange, any Restricted Jurisdiction and the Offer cannot be accepted by any such use, means or instrumentality or otherwise from any Restricted Jurisdiction.
If you are not permitted to view the Information contained in this Microsite, or viewing such information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to view such information, please exit this web page or click the “I disagree” button below and seek independent advice. Neither the Offeror nor any of its advisers, assumes any responsibility for any violation by any person of any of these restrictions.
Notice to US holders of Punch shares
The Offer is being made in the United States pursuant to certain exemptions from Section 14(e) and Regulation 14E under the Exchange Act applicable to tender offers for the securities of a foreign private issuer and otherwise in accordance with the requirements of The City Code on Takeovers and Mergers (the Code). Accordingly, the Offer will be subject to disclosure and other procedural requirements including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, which are different from those applicable under US domestic tender offer procedures and law.
The Offer is being made for the securities of a UK company with a listing on the main market of the Official List and which are admitted to trading on the London Stock Exchanges Main Market for Listed Securities. The Offer is subject to UK disclosure requirements which are different from certain US disclosure requirements. Any financial information on Punch included in certain documents contained in this Microsite has been prepared in accordance with IFRS, and thus 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 cash pursuant to the Offer by a US holder of Punch shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Punch shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Offer. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.
The Offer will be made in the United States by the Offeror and no one else. Neither Bank of America Merrill Lynch (financial adviser to the Offeror) nor any of its affiliates will be making the Offer in the United States or in any other jurisdiction.
It may be difficult for US holders of Punch shares to enforce their rights under any claim arising out of the US federal securities laws, since the Offeror is incorporated under the laws of England and Wales and Punch is incorporated under the laws of England and Wales, and some or all of their officers and directors are residents of non-US jurisdictions. In addition, most of the assets of the Offeror and Punch are located outside the United States. US holders of Punch shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.
The Information contained in this Microsite does not constitute an offer or an invitation to purchase any securities or the solicitation of an offer to sell any securities, pursuant to the Offer or otherwise. The Offer will be made solely by the Offer Document and, in the case of certificated Punch shares, the accompanying Form of Acceptance, which will contain the full terms and condition of the Offer, including details of how the Offer may be accepted.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer, or passed comment upon the adequacy or completeness of any of the Information contained in this Microsite. Any representation to the contrary is a criminal offence in the United States.
In accordance with normal UK market practice, the Offeror, or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Punch shares outside the Offer before or during the period in which the Offer remains open for acceptance. Those 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 United Kingdom and the United States, will be reported to a Regulatory Information Service provider and will be available on the London Stock Exchange website, www.londonstockexchange.com. If such purchases or arrangements to purchase are made they will be made in such manner as to comply with applicable law, including the Exchange Act.
Certain Information contained in this Microsite, including information included or incorporated by reference into such Information, contains statements which are, or may be deemed to be, “forward-looking statements” which are prospective in nature. All statements other than statements of historical fact may be forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “targets”, “aims”, “projects” or words or terms of similar substance or the negative of them, as well as variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
Such forward-looking statements involve 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, persons who access this Microsite are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of the relevant Information. The Offeror, and its shareholders, directors, officers, employees, advisers and any person acting on their behalf, expressly disclaim any intention or obligation to update or revise any forward-looking or other statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
THE INFORMATION CONTAINED IN THIS MICROSITE 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.
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