Possible Offer (the “Offer”) for Good Energy Group Plc (“Good”) by Esyasoft Holding Limited (“Esyasoft”)
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THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY ESYASOFT RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). 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.
Basis of access to the Information
If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. Esyasoft reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this part of Microsite may be amended at any time, in whole or in part, at the sole discretion of Esyasoft.
To allow you to view the Information, you must read this notice and then click “I CONFIRM”. If you are unable to agree, you should click “I DECLINE” and you will not be able to view the Information.
The Information contained in this Microsite is not intended to and does not constitute or form part of an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Good or Esyasoft pursuant to the Offer in any jurisdiction in contravention of applicable law.
The full terms and conditions of the Offer will be set out in the formal Offer document or scheme document. Any vote in respect of the Offer or other response in relation to the Offer should be made only on the basis of the information contained in the Offer document or scheme document.
If you are in any doubt about the contents of this Microsite or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Overseas jurisdictions
This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN IN OR INTO ANY RESTRICTED JURISDICTION.
This Microsite 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 satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.
Cautionary note relating to forward-looking statements
The contents of this Microsite contain certain statements that are, or may be deemed to be, forward-looking statements with respect to the financial condition, results of operations and business of Esyasoft and/or Good and certain plans and objectives of Esyasoft with respect thereto. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could” or other words of similar meaning. These statements are based on assumptions and assessments made by Esyasoft and/or Good (as applicable) in light of their experience and perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in the documents on this Microsite could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. 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 be correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of each document. Neither Esyasoft nor Good assume any obligation to update or correct the information contained in this Microsite (whether as a result of new information, future events or otherwise), except as required by the Panel, the Code or by applicable law.
Forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown 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, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of the relevant document.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, future exchange and interest rates, changes in tax rates, and future business combinations or dispositions.
No member of the Esyasoft Group (being Esyasoft and its subsidiaries and subsidiary undertakings) the Good Group (being Good and its subsidiaries and subsidiary undertakings), nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Microsite will actually occur.
Except as expressly provided in this Microsite, no forward-looking or other statements have been reviewed by the auditors of the Esyasoft Group or the Good Group. All subsequent oral or written forward-looking statements attributable to any member of the Esyasoft Group or the Good Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
Responsibility
In relation to any Offer related materials accessible on this Microsite please note any statement of responsibility contained therein.
In relation to any document, announcement or information contained on this Microsite, the only responsibility accepted by Esyasoft and the directors of Esyasoft, is for the correctness and fairness of its reproduction and presentation unless a responsibility statement in any document expressly provides otherwise. Save as aforesaid, neither Esyasoft, Dean Street Advisers Limited nor their respective affiliates or the directors, officers, employees or advisers of any such person shall be responsible for or accepts any liability in respect of, any document, announcement or information in this Microsite.
Neither Esyasoft, Dean Street Advisers Limited nor their respective affiliates or the directors, officers, members, employees or advisers of any such person 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 or from this Microsite.
Other
This notice, and the terms on which you access this Microsite, are governed by and shall be construed in accordance with English law.
Confirmation
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you have read and understood the notice set out above and you agree to be bound by its terms;
you are a resident of or located in the United Kingdom or another jurisdiction where you are not (and you are not acting on behalf of someone who is) subject to any laws or other local requirements that prohibit or restrict you from viewing the Information and you are not a resident of or located in, or acting on behalf of someone who is, in a Restricted Jurisdiction;
you will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any person who is resident in or located in a Restricted Jurisdiction; and
you represent and warrant to Esyasoft that you intend to access this Microsite for information purposes only.
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