Possible merger of Shaftesbury PLC ("Shaftesbury") and Capital & Counties Properties PLC ("Capco") (the "Possible Merger")
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THE MICROSITE CONTAINS INFORMATION THAT HAS BEEN PREPARED FOR THE PURPOSES OF COMPLYING WITH ENGLISH LAW AND THE CITY CODE ON TAKEOVERS AND MERGERS (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.
Basis of Access and Responsibility
The information contained on this Microsite is in respect of the Possible Merger and does not constitute or form part of any offer to sell or dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the possible transaction or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither Capco nor any of its affiliated companies, has, or accepts any responsibility or duty to update any such information, document or announcement and reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by the directors of Capco is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither the directors of Capco, 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 that may be linked to this Microsite by a third party.
Capco shareholders and Shaftesbury shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Possible Merger. Any such shareholder should take no action based on the information available in this microsite. Any shareholder action required in connection with the Possible Merger will be set out in documents sent to or made available to shareholders and any decision made by such shareholders should be made solely on the basis of information provided in those documents.
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Notice to US Investors
The Possible Merger is subject to disclosure and procedural requirements of the United Kingdom which are different from those in the United States. Neither the US Securities and Exchange Commission, nor any securities commission of any state of the United States has approved the Merger, passed upon the fairness of the Possible Merger or passed upon the adequacy or accuracy of any information in this section of the website. Any representation to the contrary is a criminal offence in the United States.
The financial information included in certain documents contained in this Microsite has been prepared in accordance with non-US accounting standards, 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.
It may be difficult for US holders of shares to enforce their rights and claims arising out of the US federal securities laws. Holders in the United States 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.
This Microsite, including any information included or incorporated by reference, may contain certain forward-looking statements with respect to the financial condition, results of operations and business of the parties to the Possible Merger. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. These statements are based on the current expectation of the management of that company and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may be identified by words such as "will", "may", "should", "could", "would", "can", "believes", "intends", "expects", "indicates", “aims”, "anticipates" or similar words or terms or by discussions of, inter alia, strategies, goals or plans.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. The factors include, but are not limited to, changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Due to such uncertainties, no assurance can be given that any forward-looking statement will prove to be correct in the future.
The forward-looking statements contained in this Microsite are based on numerous assumptions and assessments made in light of the relevant party’s experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on this Microsite. Capco expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by law.
Unless expressly stated otherwise, no statement in this Microsite is intended to constitute a profit forecast or profit estimate for any period and no statement should be interpreted to mean that earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the relevant party to the Possible Merger.
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