FIRM OFFER ANNOUNCEMENT
THIS SECTION OF THE WEBSITE (THE WEBSITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER, THE INFORMATION) PUBLISHED BY HANSA INVESTMENT COMPANY LIMITED (HANSA) RELATING TO THE ALL-SHARE COMBINATION OF HANSA AND OCEAN WILSONS HOLDINGS LIMITED (OCEAN WILSONS) PURSUANT TO WHICH HANSA ACQUIRED THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF OCEAN WILSONS MEANS OF A SCHEME OF ARRANGEMENT UNDER THE COMPANIES ACT 1981 OF BERMUDA (THE COMBINATION).
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 WEBSITE 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. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED 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 GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH HANSA INVESTMENT COMPANY LIMITED REGARDS AS OVERLY ONEROUS.
Access to the Website
If you would like access to the Information, please read this notice carefully. It applies to all persons who view this Website and, depending on where you live, it may affect your rights or responsibilities. Hansa reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the Website. In addition, the contents of the Website may be amended at any time in whole or in part at the sole discretion of Hansa and without notice.
Basis of access
The Information is not intended to, and does not, constitute or form any part of a recommendation or an offer to sell or otherwise dispose of or an invitation or the solicitation of an offer to purchase or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the transaction or otherwise in any jurisdiction in which such an offer or solicitation is unlawful.
The Information speaks only at the date of the relevant document or announcement and Hansa has, and accepts, no responsibility or duty to update any Information, or notify any party that any Information has been updated (other than to the extent such duty arises as a matter of law or regulation).
If you are in doubt about the contents of this Website or the action you should take, you should seek advice from an independent financial adviser authorised and regulated in the United Kingdom by the Financial Conduct Authority or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser as to the suitability of any action.
The Information is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Hansa or Ocean Wilsons.
Responsibility
In relation to any Information, the only responsibility accepted by Hansa is for the correctness and fairness of its reproduction or presentation, unless a responsibility statement in any relevant document expressly provides otherwise.
Neither Hansa nor its directors 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 the Website by a third party.
Overseas Persons
The Information is not for release, publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the laws of that jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which Hansa regards as overly onerous (each a Restricted Jurisdiction). Accordingly, viewing the Information may not be lawful if you are resident or located in a jurisdiction other than the United Kingdom or Bermuda. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. Any person resident or located outside the United Kingdom or Bermuda who wishes to view these materials must first satisfy themselves as to the full observance of the laws and regulations in their relevant jurisdiction and obtain any governmental, exchange control or other consents which may be required and comply with other formalities which are required to be observed in such jurisdiction.
Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction. By clicking “ACCEPT” below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Hansa is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give this representation, do not click “ACCEPT” and do not view the Information.
If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit the Website and seek independent advice. Neither Hansa nor any of their advisers assume any responsibility for any violation by any person of any of these restrictions. To the fullest extent permitted by applicable law, Hansa and its respective directors, advisers, agents and representatives, disclaim any and all responsibility or liability for the violation of such restrictions by any person.
Notice to US Investors
The Combination relates to the securities of a Bermuda company with a listing on the London Stock Exchange and is proposed to be implemented pursuant to a scheme of arrangement provided for under the Companies Act 1981 Of Bermuda. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the Securities Exchange Act of 1934. Accordingly, the Combination is subject to the procedural and disclosure requirements, rules and practices applicable to schemes of arrangement involving a target company incorporated in Bermuda and listed on the London Stock Exchange, which differ from the requirements of US proxy solicitation or tender offer rules. The Information has been or will be prepared in accordance with the laws of Bermuda and the United Kingdom and UK disclosure requirements, format and style, all of which differ from those in the United States. Financial information included in, or incorporated by reference into, the Information 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. Generally accepted accounting principles in the United States differ in certain respects from IFRS.
It may be difficult for holders of shares in Hansa (Hansa Shares) to enforce their rights and claims arising out of the US federal securities laws, since Hansa is organised in a country other than the United States, and some or all of its officers and directors may be residents of, and some or all of its assets may be located in, jurisdictions other than the United States. US holders of Hansa Shares may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders of Hansa 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.
Forward Looking Statements
The Information may contain certain “forward looking statements” regarding the financial position, business strategy or plans for future operations of the Combined Group and its affiliates. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will”, or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding Hansa’s intentions, beliefs or current expectations. By their nature, forward looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the companies’ abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of the relevant document.
Neither Hansa, nor any of its respective associates or directors, or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements on the Website will actually occur. Given the risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Hansa undertakes no obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
Unless otherwise expressly stated, no statement on the Website is intended as a profit forecast or profit estimate.
THE DOCUMENTS IN 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, and any non-contractual obligations arising out of or in connection with this notice, shall be governed by, and interpreted in accordance with, English law.
Acceptance of disclaimer
If you are not resident or located in a Restricted Jurisdiction and are able to give the confirmations set out below, please click on “I Accept”.
Confirmation of Understanding and Acceptance of Disclaimer
By clicking “I Accept” to access (or attempting to access) any of the documents within the Website, I hereby acknowledge that I am deemed to make the following statements:
- I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the Website or parts thereof illegal.
- I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents or information included in the Website directly or indirectly 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 Hansa that I intend to access 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.
- I agree to be bound by the terms of this notice.
If you are not able to give the confirmations above, you should click on “I Do Not Accept” below and we cannot provide you with the Information.