OFFER FOR EU SUPPLY PLC - DISCLAIMER

WEBSITE DISCLAIMER

ACCESS TO THIS AREA OF 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 ON THIS AREA OF THE WEBSITE. 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 OF MERCELL HOLDING AS TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH MERCELL HOLDING AS REGARDS AS UNDULY ONEROUS.

Proposed recommended offer for EU Supply plc ("EUS") by Mercell Holding AS (“Mercell”) (the "Transaction").

Access to the website
You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with the Transaction.

If you would like to view this part of the website, please read this notice carefully.  This notice applies to all persons who view this part of the website and, depending on where you are located, may affect your rights or responsibilities.  Mercell 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 site.  In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of Mercell.

This part of the website contains electronic versions of materials relating to the Transaction. The materials you are seeking to access are made available by Mercell in good faith and for information purposes only and are subject to the terms and conditions set out below.  Any person seeking to access this part of the website represents and warrants to Mercell that they are doing so for information purposes only.

To allow you to view information about the Transaction, you must read this notice and then click "I AGREE".  If you are unable to agree, you should click "I DISAGREE" and you will not be able to view information about the Transaction.

Nothing on this part of the website, nor anything which can be downloaded from it, constitutes an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities (or solicitation of any votes attaching to securities which are the subject of the Transaction) in any jurisdiction in which such offer or solicitation is unlawful.

The Transaction will be made solely by means of a scheme document or offer document which will contain the full terms and conditions of the Transaction, including details on how it may be accepted.  Any decision made in relation to the Transaction should be made solely on the basis of the information provided in any such document.

Overseas jurisdictions
Viewing the materials 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 this part of the website 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 applicable legal or regulatory requirements applicable in their jurisdiction.

These materials are not directed at or accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS PART OF THE WEBSITE TO ANY PERSON.  IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.

This part of the website 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 England.

Notice to US Investors
US shareholders of EUS should note that the scheme of arrangement (the “Scheme”) relates to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act of 1934, as amended (the “US Exchange Act”), is subject to UK disclosure requirements (which are different from those of the United States) and is proposed to be made by means of a scheme of arrangement provided for under English law.  A transaction effected by means of a scheme of arrangement for a foreign private issuer is not subject to the proxy solicitation or tender offer rules under the US Exchange Act.  Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules.  Financial information included in the scheme document or other relevant documentation will have been prepared, unless specifically stated otherwise, in accordance with accounting standards applicable in the UK and Norway and thus may not be comparable to the financial information of United States companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. 

US shareholders of EUS should be aware that the Transaction may have tax consequences in the United States and under other applicable tax laws and, that such consequences, if any, are not described herein.  Each EUS shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Transaction applicable to him.

If Mercell elects to implement the Transaction by means of a Takeover Offer, such Takeover Offer shall be made in compliance with the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Mercell and no one else. Mercell, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in EUS outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States in compliance with applicable law, including the US Exchange Act and the Code.

Cautionary Note Regarding Forward-Looking Statements
The materials on this part of the website, including information included or incorporated by reference, may contain certain forward-looking statements with respect to the financial condition, results of operations and business of, Mercell and/or EUS.  These statements are based on the current expectation of the management of Mercell 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", "anticipates" or similar words or terms or by discussions of, inter alia, strategies, goals or plans.  Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Mercell's or EUS's operations and potential synergies resulting from the Transaction; and (iii) the effects of government regulation on Mercell's or EUS's business.

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.  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, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Due to such uncertainties, Mercell cannot give any assurance that any forward-looking statement will prove to be correct in the future.  Mercell does not undertake any obligation to update or publicly revise forward-looking statements (whether as a result of new information, future events or otherwise), except to the extent required by applicable law or regulation.   You are therefore cautioned not to place undue reliance on these forward-looking statements.

Responsibility
In relation to any materials accessible on this area of the website please note any statement of responsibility contained therein.

The documents included in this part of the website issued or published by Mercell speak only at the specified date of the relevant document and Mercell has, and accepts, no responsibility or duty to update or revise such documents.

In relation to any such announcements or other materials issued or published by EUS, or which relate to EUS and its group, that are accessible on this website, the only responsibility accepted by EUS and its directors is for the correctness and fairness of its reproduction.

Neither the directors of Mercell, nor Mercell 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 which may be linked to or from this part of the website.

If you are in any doubt about the contents of this part of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

Confirmation of understanding and acceptance

  • I have read and understood the notice set out above and I agree to be bound by its terms.
  • I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal.
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Mercell Holding AS

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Mercell Holding AS | Grensesvingen 6, 0663 OSLO, Norway