Offer (“Offer”) for GBGI Limited (“GBGI”) by Elm Bidco, L.P. (“Bidco”)
ACCESS TO THIS WEBSITE (THE “SITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. INFORMATION RELATING TO THE OFFER IS BEING MADE AVAILABLE ON THE SITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “TAKEOVER CODE”). THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Please read this notice carefully. This notice applies to all persons who view the Site and, depending upon who you are and where you live, it may affect your rights. The Site contains information relating to the Offer. Please note that, as the Offer progresses, this notice may be amended or updated by Bidco from time to time and accordingly it should be read carefully in full each time you wish to view the Site. In addition, the content of the Site and its availability to persons resident in certain jurisdictions, may be amended at any time in whole or in part at the sole discretion of Bidco. To allow you to view details relating to the Offer on the Site, you have to read the following then click “I agree”. If you are unable to agree, you should click “I disagree” and you will not be able to view any such details.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED IN THE SITE 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.
The announcements, documents and information (together the “Information”) relating to the Offer that can be accessed via the Site are being made available in good faith and for information purposes only. Any person seeking access to the Site website represents and warrants to Bidco that they are doing so for information purposes only.
Making the Information relating to the Offer available in electronic format is not intended to and does not, constitute or form any part of an offer to sell or otherwise dispose of or an invitation or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for 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 the securities in any jurisdiction in contravention of applicable law. Further, it does not constitute a recommendation by Bidco or any other party to sell or buy securities in GBGI.
If you are in doubt about the contents of this section of the website or the action you should take, you should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. Any shareholder action required in connection with the Offer will only be set out in documents sent to or made available to GBGI shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
The Information contained in the Site speaks only at the date of the relevant document or announcement reproduced on the Site and, subject to any continuing obligations under applicable law or any relevant listing rules, Bidco accepts no responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation). The Information contained in the Site 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 Bidco.
Viewing the Information in jurisdictions other than the United Kingdom (the “UK”) may be prohibited or restricted by applicable law and regulation. In some jurisdictions, only certain categories of person are allowed to view the Information. Any person resident outside the UK who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
The Information contained in the Site is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which Bidco regards as unduly onerous (a “Restricted Jurisdiction”), accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction.
Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.
If you are not resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction.
The Offer is expected to be made by way of a scheme of arrangement under the laws of Guernsey (which are different from those of the United States (the “US”). In accordance with Rule 14d-1(d) under the Exchange Act, the Offer is exempt from most rules under Regulation 14E and Regulation 14D of the Exchange Act. The Offer is being made in accordance with the requirements of the Takeover Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law. Any financial statements or other financial information included in this section of the website 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 GBGI shareholders resident in the US to enforce their rights and any claim arising out of the US federal securities laws, since GBGI is located in a non-US country, and some or all of their officers and directors may be residents of a non-US country. GBGI shareholders resident in the US may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.
The receipt of cash pursuant to the Offer by a US holder of shares in GBGI may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Holders of GBGI shares are urged to consult their independent professional adviser immediately regarding the tax consequences of accepting the Offer.
In accordance with normal UK practice, Bidco may from time to time make certain purchases of, or arrangements to purchase, GBGI shares outside the US, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases or arrangements to purchase GBGI shares must comply with Guernsey law, the Takeover Code and other applicable law. Any information about such purchases will be disclosed as required in the UK and will be available via a Regulatory Information Service.
By clicking “I agree” below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Bidco is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are not permitted to view the Information contained in the 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 webpage by clicking “I disagree” below.
Bidco and its advisers do not assume any responsibility for any violation by any person of any of these restrictions.
The Site contains Information that has been prepared for the purposes of complying with Guernsey law and the Takeover 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 Guernsey.
The Information may contain statements which are, or may be deemed, to be “forward-looking statements”. These forward-looking statements are prospective in nature and are not based on historical facts, but rather on the current expectations of the management of Bidco about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements. The forward-looking statements contained in the Site include statements about the expected effects of the Offer on GBGI and/or Bidco, the expected timing and scope of the Offer, synergies, other strategic options and all other statements in the Site other than historical facts. Forward-looking statements may (but will not always) include, without limitation, statements typically containing words such as “plans”, “aims”, “intends”, “expects”, “anticipates”, “believes”, “estimates”, “will”, “may”, “budget”, “forecasts” and “should” and words of similar import. 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. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of GBGI or Bidco. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.
These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers’ strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco, nor any of its respective advisers, associates, directors or officers undertakes any obligation to update publicly, expressly disclaim or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required or provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward-looking statement contained in the Site will actually occur.
In relation to any Information contained in the Site, the only responsibility accepted by the directors of Elm Bidco GP, LLC (the general partner of Bidco) (the “GP”) is for the correctness of its reproduction, save to the extent that a responsibility statement in any relevant document expressly provides otherwise. To the best of the knowledge and belief of the directors of the GP (who have taken all reasonable care to ensure that such is the case), such Information is in accordance with the facts and does not omit anything likely to affect the import of such Information.
Subject to any continuing obligations under applicable law, the Takeover Code or any relevant exchange rules, Bidco expressly disclaim any obligation to disseminate, after the date of the posting of Information relating to the Offer on the Site, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
Neither the directors of the GP, nor any of Bidco’s 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 this section of the website by a third party.
THE INFORMATION RELATING TO THE OFFER THAT IS CONTAINED IN THE SITE MAY NOT BE DOWNLOADED BY ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
By clicking on “I agree” below, you hereby acknowledge that you have read and understood the notice set out above, that you are permitted to proceed to the Site and agree to be bound by its terms. By clicking on “I disagree” below, you will not be able to proceed to the Site.
Recommended Cash Offer for GBGI Limited
November 5, 2018