Possible offer (the “
Possible Offer”) by Platinum Equity
Advisors, LLC (“ Bidder”) for Marston’s PLC (“ Target”)
ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) 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 MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR
INTENDED TO BE ACCESSIBLE 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 TO COMPLY WITH
CONSENT OR OTHER FORMALITY WHICH MARSTON’S PLC REGARDS AS UNDULY ONEROUS
(A “RESTRICTED JURISDICTION”).
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION
INFORMATION") PUBLISHED BY PLATINUM EQUITY ADVISORS,
LLC AND/OR MARSTON’S PLC RELATING TO THE POSSIBLE 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.
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.
Marston’s PLC 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 Microsite
may be amended at any time, in whole or in part, at the sole discretion
of Marston’s PLC.
To allow you to view information about the Possible Offer, you must
read this notice and then click "I ACCEPT". If you are unable to agree,
you should click "I DECLINE" and you will not be able to view information
about the Possible Offer.
The Information contained in this Microsite 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 pursuant to the
Possible Offer or otherwise in any jurisdiction in which such offer
or solicitation is unlawful. The Possible Offer would be made solely
by means of an offer or scheme document which would contain the full
terms and conditions of such Possible Offer, including details on how
it may be accepted. Any decision made in relation to the Possible
Offer should be made solely and only on the basis of the information
provided in any such document.
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 (the “
UK”) 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 TO ANY RESTRICTED
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.
Additional U.S. information
The Possible Offer relates to the securities of a UK company and
is subject to UK procedural and disclosure requirements that are
different from those of the United States. Any financial statements
or other financial information included in this 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 United States.
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 Possible Offer, since the
Target is located in a country other than the United States,
and some or all of their officers and directors may be residents
of countries other than the United States. US holders of shares
may not be able to sue the Target or its respective officers or
directors in a non-US court for violations of the US securities
laws. Further, it may be difficult to compel the Target and its
respective affiliates to subject themselves to the jurisdiction
or judgment of a US court.
This Microsite and the Information contained in it may contain
certain forward-looking statements with respect to the financial
condition, results of operations and businesses of the Bidder and
the Bidder Group (being the Bidder and its subsidiaries and
subsidiary undertakings) and the Target and the Target Group
(being the Target and its subsidiaries and subsidiary undertakings)
following the implementation of the Possible Offer.
All statements other than statements of historical fact are, or may
be deemed to be, forward-looking statements. Forward-looking
statements are statements of future expectations that are based
on management's current expectations and assumptions and involve
known and unknown risks and uncertainties that could cause actual
results, performance or events to differ materially from those
expressed or implied in these statements. Forward-looking statements
include, among other things, statements concerning the potential
exposure of the Bidder and the Bidder Group to market risks and
statements expressing management’s expectations, beliefs,
estimates, forecasts, projections and assumptions, including
as to future potential cost savings, synergies, earnings,
cash flow, return on capital employed, production and prospects.
These forward-looking statements are identified by their use of
terms and phrases such as "anticipate", "believe", "could",
"estimate", "expect", "goals", "intend", "may", "objectives",
"outlook", "plan", "probably", "project", "risks", "seek",
"should", "target", "will" and similar terms and phrases.
There are a number of factors that could affect the future operations
of the Bidder and the Bidder Group and could cause those results to
differ materially from those expressed in the forward-looking
statements included in this Microsite. These factors include,
but are not limited to: (a) price fluctuations in respect of particular
product/s; (b) currency fluctuations; (c) loss of market share and
industry competition; (d) risks associated with the identification
of suitable potential acquisition properties and targets, and successful
negotiation and completion of such transactions; (e) legislative,
fiscal and regulatory developments including regulatory measures
addressing climate change; (f) economic and financial market conditions
in various countries and regions; (g) political risks, including
the risks of expropriation and renegotiation of the terms of contracts
with governmental entities, delays or advancements in the approval of
projects and delays in the reimbursement for shared costs; (h)
changes in trading conditions; (i) the ability to obtain requisite
shareholder approvals and the satisfaction of other conditions
on the proposed terms and schedule; (j) the ability of Platinum
Equity Advisors, LLC and Marston’s PLC to successfully retain
key employees; (k) changes in general economic, business and
political conditions, including changes in the financial markets;
and (l) compliance with extensive government regulation.
All forward-looking statements contained in this Microsite are
expressly qualified in their entirety by the cautionary statements
contained or referred to in this section. Readers should not place
undue reliance on forward-looking statements. Additional factors
that may affect future results are contained in (available at
These factors also should be considered by the reader.
Each forward-looking statement speaks only as at the specified date
of the relevant document within which the statement is contained.
None of the Bidder, the Bidder Group, the Target or the Target
Group undertake any obligation to publicly update or revise any
forward-looking statement as a result of new information, future
events or other information. In light of these risks, results could
differ materially from those stated, implied or inferred from the
forward-looking statements contained in this Microsite.
Unless expressly stated otherwise, no statement contained or referred
to in this Microsite is intended to be a profit forecast.
In relation to any Possible Offer-related materials accessible on
this Microsite please note any statement of responsibility
The documents included in this Microsite issued or published by
Marston’s PLC speak only at the specified date of the relevant
document and Marston’s PLC has, and accepts, no responsibility
or duty to update or revise such documents.
Neither the directors of Marston’s PLC, nor Marston’s PLC, nor any
of their 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 Microsite.
If you are in any doubt about the contents of this Microsite 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 (as amended) or, if you are located
outside the UK, from an appropriately authorised independent financial
This notice shall be governed by and construed in accordance with
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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.
I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any other person at any time.
I represent and warrant to Marston’s PLC that I intend to access this Microsite for information purposes only.
If you are not able to give these confirmations, you should click on I DECLINE below.