RECOMMENDED ALL-SHARE MERGER OF CUSTODIAN PROPERTY INCOME REIT PLC (“CREI”) AND ABRDN PROPERTY INCOME TRUST LIMITED (“API”) (THE “MERGER”).Please read this disclaimer carefully and in full. It applies to all persons who view this part of the website and, depending on who you are and where you live, it may affect your rights. You should note that this notice may be altered or updated from time to time, and should be read in full each time you visit this page. In addition, the contents of this part of the website may be amended at any time without notice, in whole or in part.
Basis of access
This part of the website (the “Microsite“) contains announcements, documents and information relating to the Merger (together, the “Information“) in compliance with the terms of the City Code on Takeovers and Mergers (the “Code“). Electronic copies of the Information are being made available by CREI in good faith and for information purposes only, and are subject to the terms and conditions set out below. Any person seeking access to the Microsite represents and warrants to CREI that they are doing so for information purposes only.
Nothing on, or which can be accessed from, the Microsite constitutes an offer to sell, or otherwise dispose of, or an invitation or solicitation of any offer to purchase or subscribe for any securities, or any solicitation for votes attached to securities, or approval, pursuant to the Merger or otherwise in any jurisdiction in which such offer or solicitation would or may be unlawful. The Merger cannot be voted on (or, if such Merger is effected by way of a contractual offer, validly accepted) by any persons by means of downloading a copy of any of the information from the Microsite. Formal offer documentation will be circulated to API’s shareholders and will be uploaded to this Microsite when available. The Information contained on this Microsite 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 CREI or API.
In order to access the Microsite you must be able to make the confirmations listed at the bottom of this disclaimer. If you are unable to make these confirmations, you will not be able to access the Microsite.
Responsibility
The Information on the Microsite speaks only as at the date of that relevant piece of Information and, subject to any continuing obligations under applicable law or the Code, none of CREI, Custodian Capital Limited (the “Investment Manager“) nor any of their respective directors, officers, employees, subsidiaries or affiliates has, or accepts, any responsibility or duty to update any such information, document or announcement. However, CREI reserves the right to add to, remove or amend any Information on this Microsite at any time.
In relation to the Information contained on the Microsite, the only responsibility accepted by the directors of CREI is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither CREI, the Investment Manager, nor any of their respective directors, officers, employees, subsidiaries 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 Microsite by a third party.
If you are in any doubt about the Information contained in the Microsite or the action you should take generally in connection with the Merger, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if you are located outside the United Kingdom, from another appropriately authorised independent financial adviser in the relevant jurisdiction.
Overseas Persons
Access to the Microsite may be restricted under securities laws in certain jurisdictions. Any person resident outside of the United Kingdom wishing to access the Microsite must first satisfy themselves that they are not prohibited or restricted from doing so.
The Information contained in the Microsite 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 persons who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Persons receiving Information (including custodians, nominees and trustees) must not copy, release, share, mail, send, transmit, download, distribute or otherwise forward, in whole or in part, the Information contained in the Microsite in, into or from any Restricted Jurisdiction. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable regulatory and legal requirements.
This Microsite contains Information that has been prepared for the purposes of complying with English law, Guernsey law and the Code and therefore 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 Guernsey, England and Wales.
This disclaimer requires you to confirm certain matters (including that you are not resident or located in such a jurisdiction) before you may access the Information contained herein. The Information on the Microsite is not directed at, and is not intended to be accessible by, persons resident or located in any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction.
It is your responsibility to comply with the relevant laws of your jurisdiction. By clicking on “I Accept” you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that CREI is lawfully entitled to make the content of any communication or document relating to or produced following and in connection with the Merger available to you under applicable securities laws.
If you are in any doubt please exit this page immediately. CREI and its directors and advisers do not assume any responsibility for any violation by any person of these restrictions.
Additional US information
The Merger relates to the securities of a company incorporated in Guernsey with a listing on London Stock Exchange plc and is proposed to be effected by means of a scheme of arrangement provided for under, and governed by, the Companies (Guernsey) Law, 2008 (As amended). It is therefore subject to UK and Guernsey procedural and disclosure requirements that are different from those of the United States (“US“). Any financial statements or other financial information included on the Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Merger, since each of CREI and API are located in a country other than the US, and some or all of their officers and directors may be residents of countries other than the US.
Forward Looking Statements
The Information on the Microsite (including any information incorporated by reference) may contain forward-looking statements regarding the financial condition, results of operations, business strategy, plans and objectives for future operations of the boards of CREI and/or API. 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“, “plan“, “goal“, “hope“, “aim“, “can“, “continue“, “could“, “may“, “should“, “estimate“, “expect“, “opportunity“, “will” and “would“, and other words of similar meaning.
Any such forward-looking statements are based on assumptions and assessments of the directors of CREI and API based on their respective experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors and involve risks and uncertainties because they 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 forward-looking statements as certain factors, surrounding risks and uncertainties may be beyond CREI’s and/or API’s knowledge and/or control such as market conditions, global, political and economic events, and the performance of competitors. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, and you are cautioned not to place undue reliance on such statements.
Any forward-looking statements contained in the Information on the Microsite speak only as of the date of the respective documents and are qualified in their entirety by the cautionary statements contained in this disclaimer. Each of CREI and API expressly disclaims any obligation or undertaking to update or revise any forward-looking statement as a result of subsequent events or developments, except to the extent legally required.
No profit forecast
No statement contained or referred to in the Information on the Microsite shall be deemed to be a forecast, projection or estimate of the future financial performance of CREI or API, unless otherwise stated.
This disclaimer shall be governed by, and interpreted in accordance with English law.
Confirmation of understanding and acceptance of this disclaimer
In order to enter the Microsite, select “I AGREE” below. By clicking on “I AGREE” below, you are making the following confirmations:
- I have read and understood the disclaimer as set out above 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 Microsite;
- I am lawfully entitled to access the Information available to me on the Microsite 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 contained in the Microsite 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 Microsite; and
- I intend to access this Microsite for information purposes only.
If you are unable to provide confirmation of these points, please close this page immediately.
