RECOMMENDED ALL-SHARE ACQUISITION BY CUSTODIAN REIT PLC (“CUSTODIAN”) FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF DRUM INCOME PLUS REIT PLC (“DRUM”) (THE “ACQUISITION”), WHICH IS PROPOSED TO BE IMPLEMENTED BY WAY OF A COURT-SANCTIONED SCHEME OF ARRANGEMENT OF DRUM UNDER PART 26 OF THE COMPANIES ACT 2006 (THE “SCHEME”) IN ACCORDANCE WITH THE TERMS OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”).
PLEASE READ THIS DISCLAIMER CAREFULLY AND IN FULL. IT APPLIES TO ALL PERSONS WHO WISH TO VIEW THIS PART OF THE WEBSITE (THE “MICRO-SITE”) AND, DEPENDING ON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS. PLEASE NOTE THAT THIS DISCLAIMER AND THE INFORMATION CONTAINED IN IT MAY BE ALTERED OR UPDATED FROM TIME TO TIME AND SHOULD BE READ IN FULL EACH TIME YOU VISIT THE MICRO-SITE. IN ADDITION, THE CONTENTS OF THE MICRO-SITE MAY BE AMENDED AT ANY TIME BY CUSTODIAN WITHOUT NOTICE, IN WHOLE OR IN PART.
ACCESS TO THE MICRO-SITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS DISCLAIMER REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION) BEFORE YOU MAY ACCESS THE INFORMATION CONTAINED HEREIN. THESE MATERIALS ARE NOT DIRECTED AT, AND ARE NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
Basis of access
The Micro-Site contains announcements, documents and information relating to the Acquisition (together, the “Information“) in compliance with the Code. Electronic copies of the Information are being made available by Custodian in good faith and for information purposes only, and are subject to the terms and conditions set out below. Any person seeking to access the Micro-Site represents and warrants to Custodian that they are doing so for information purposes only.
The Information contained on the Micro-Site does not constitute an offer to sell, or otherwise dispose of, or an invitation or solicitation of any offer to purchase or subscribe for any securities, or the solicitation of any vote or approval, in connection with the Acquisition or otherwise in any jurisdiction in which such offer or solicitation would or may be unlawful.
In order to access the Micro-Site you must be able to make the confirmations set out at the bottom of this Disclaimer. If you are unable to make these confirmations, you will not be able to access the Information.
Responsibility
The Information speaks only as at the date of that relevant information, announcement or document reproduced on the Micro-Site and, subject to any continuing obligations under applicable law or the Code, neither Custodian nor any of its directors, subsidiaries, investment managers or affiliates has, or accepts, responsibility or duty to update any such information, announcement or document. However, Custodian reserves the right to add to, remove or amend any Information reproduced on the Micro-Site at any time.
None of Custodian or its directors, subsidiaries, investment managers or their respective directors, or affiliates have reviewed, and none of them shall have any responsibility for, or accept any liability in respect of, any information on any other website that may be linked to the Micro-Site by a third party.
If you are in any doubt about the Information contained on the Micro-Site or the action you should take generally in connection with the Acquisition, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser, duly authorised and regulated under the Financial Services and Markets Act 2000 (as amended) if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.
Overseas Persons
The Information contained on the Micro-Site is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction (a “Restricted Jurisdiction“), and the availability of the Information (and any related offer) to shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable regulatory and legal requirements.
You must not copy, release, share, mail, send, transmit, download, distribute or otherwise forward, in whole or in part, the Information contained on the Micro-Site in, into or from any Restricted Jurisdiction.
The Micro-Site contains Information that has been prepared for the purposes of complying with English law and 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.
It is your responsibility to comply with the relevant laws of your jurisdiction. By clicking on “I Agree” below you confirm that you are not a national of, or resident in, a Restricted Jurisdiction and that Custodian is lawfully entitled to make the Information available to you under applicable securities laws.
If you are not permitted to view the Information on the Micro-Site, 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 web page.
Custodian and its directors and advisers do not assume any responsibility for any violation by any person of these restrictions.
Forward-looking statements
The Information (including information incorporated by reference) on the Micro-Site may contain forward-looking statements regarding the financial condition, business strategy, plans and objectives for future operations of the boards of Custodian and Drum. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “believe”, “intend”, “estimate”, “expect”, “plan”, “goal”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could” and other words of similar meaning.
By their nature, forward-looking statements involve risk and uncertainty because they are based on assumptions and expectations and relate to future events and circumstances. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, the actual results may differ materially from those expressed or implied in such statements as certain factors surrounding risks and uncertainties may be beyond Custodian’s and/or Drum’s knowledge and/or control, such as market conditions, global, political and economic events and the performance of competitors. No assurance can be given that such expectations will prove to be correct and you are therefore cautioned not to place undue reliance on these forward-looking statements.
Any forward-looking statements contained in the Information on the Micro-Site speak only as at the date of the respective document(s). Each of Custodian and Drum expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).
No profit forecast
No statement contained or referred to in the Information on the Micro-Site is intended to be a profit forecast or a profit estimate and no statement in the Information on the Micro-Site should be interpreted to mean that the future earnings per share of Custodian or Drum or any of their respective affiliates for current or future financial years will necessarily match or exceed the historical published earnings per share for Custodian or Drum.
This Disclaimer shall be governed by, and interpreted in accordance with, English law.
Confirmation of understanding and acceptance of this Disclaimer
By clicking on “I AGREE” you are making the following confirmations:
- I have read and understood this Disclaimer and agree to be bound by its terms;
- I am not, and I do not act on behalf of someone who is, resident or located in a Restricted Jurisdiction or any jurisdiction that prohibits access to the Information on the Micro-Site;
- I am lawfully entitled to access the Information under all applicable laws and regulations;
- I will not copy, release, send, transmit, transfer, forward or distribute (by any means, including by electronic transmission), or otherwise share, any Information either in whole or in part to any person who is resident or located in a Restricted Jurisdiction or any jurisdiction that prohibits access to the Micro-Site; and
- I intend to access the Micro-Site for information purposes only.
If you are not able to provide any of these confirmations, please close this page.
