Proposed combination of Kistos plc (“Kistos“) with Serica Energy plc (“Kistos“) (the “Proposed Combination“).
YOU ARE ATTEMPTING TO ENTER AN AREA OF THE WEBSITE (“MICROSITE”) WHICH IS DESIGNATED FOR THE PUBLICTION OF ELECTRONIC VERSIONS OF MATERIALS RELATING TO THE PROPOSED COMBINATION.
ACCESS TO THIS 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 OBTAIN ANY CONSENT OR COMPLY WITH ANY OTHER FORMALITY WHICH KISTOS REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
THIS MICROSITE CONTAINS CERTAIN ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION“) PUBLISHED BY KISTOS AND/OR SERICA ENERGY RELATING TO THE PROPOSED COMBINATION IN COMPLIANCE WITH THE UNITED KINGDOM (“UK“) CITY CODE ON TAKEOVERS AND MERGERS (THE “TAKEOVER 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. Kistos 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 Kistos.
To allow you to view information about the Proposed Combination, 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 Proposed Combination.
The Information contained in this Microsite is not intended to and does not constitute, or form part of, an offer to purchase or otherwise acquire or to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or otherwise acquire or to sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction in which such offer or solicitation is unlawful. It is intended that the Proposed Combination would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Proposed Combination, including details on how it may be accepted. Any decision made in relation to the Proposed Combination 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 (including custodians, nominees and trustees) resident outside of 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.
PERSONS (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) 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 ON THIS MICROSITE TO ANY RESTRICTED JURISDICTION.
This Microsite contains Information that has been prepared for the purposes of complying with English 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 England.
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.
Neither Kistos nor any of its advisors assumes any responsibility for any violation by any person of these restrictions.
Additional U.S. Information+
Kistos and Serica Energy shareholders in the United States of America, its states, territories and possessions (“U.S.” or “United States“) should note that the Proposed Combination relates to the securities of companies incorporated in England and is subject to UK procedural and disclosure requirements that are different from those of the United States. The Proposed Combination would be made by means an offer or by a court sanctioned scheme of arrangement, each of which is provided for under, and governed by, English law which is subject to UK procedural and disclosure requirements that are different from those of the United States. Neither the proxy solicitation nor the tender offer rules under the U.S. Securities Exchange Act of 1934, as amended, will apply to the Proposed Combination. Moreover, the Proposed Combination will be subject to the disclosure requirements and practices applicable on transactions of this type (including those imposed by the Takeover Code, the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the AIM Rules for Companies and Regulation 2014/596/EU, which is part of UK domestic law pursuant to the Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310)), which differ from the disclosure requirements of the U.S. proxy solicitation rules and tender offer rules.
Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-U.S. accounting standards that may not be comparable to the financial statements of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for U.S. holders of shares to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Proposed Combination, as Kistos and Serica Energy are located in a country other than the United States, and some or all of their respective officers and directors may be residents of countries other than the United States. U.S. holders of shares may not be able to sue Kistos or Serica Energy or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel Kistos or Serica Energy and their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
You should be aware that Kistos may purchase or arrange to purchase Serica Energy shares and Serica Energy may purchase or arrange to purchase Kistos shares, as the case may be, otherwise than under any offer or scheme of arrangement undertaken in connection with the Proposed Combination, such as in open market or privately negotiated purchases, until the date on which the Proposed Combination becomes effective, lapses or is otherwise withdrawn. Kistos and Serica Energy would be obliged to disclose information about any such purchases via the Regulatory Information Service of London Stock Exchange plc (the “London Stock Exchange“), and such notifications would be made be available on the London Stock Exchange’s website at:
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 Kistos and its subsidiaries and subsidiary undertakings (the “Kistos Group“), and Serica Energy and its subsidiaries and subsidiary undertakings (the “Serica Energy Group“).
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 Kistos and the members of the Kistos Group (and/or, as relevant, Serica Energy and the members of the Serica Energy 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 Kistos and the members of the Kistos Group (and/or, as relevant, Serica Energy and the members of the Serica Energy 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) changes in demand for Kistos’s products and services; (b) industry competition; (c) changes in trading conditions; (d) currency fluctuations; and (e) changes in general economic, business and political conditions.
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.
Each forward-looking statement contained in this Microsite speaks only as at the specified date of the relevant document within which the statement is contained. None of Kistos, the Kistos Group, Serica Energy or the Serica Energy Group, or any of their respective directors, officers, partners, employees, associates, agents, representatives and advisers 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.
No statement in this presentation is intended as a profit forecast or profit estimate (unless otherwise stated).
In relation to any materials accessible on this Microsite please note any statement of responsibility contained therein.
The documents included in this Microsite issued or published by Kistos speak only at the specified date of the relevant document and none of Kistos, the members of the Kistos Group, Serica Energy, the members of the Serica Energy Group or any of their respective directors, officers, partners, employees, associates, agents, representatives and advisers have, or accept, any responsibility or duty to update or revise such documents.
In relation to any such announcements or other materials issued or published by any third party, or which relate to any third party, that are accessible on this Microsite, the only responsibility accepted by Kistos and its directors is for the correctness and fairness of its reproduction.
The directors of each of Kistos, any member of the Kistos Group, Serica Energy and any member of the Serica Energy Group have not 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, if you are located inside the UK, 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 adviser.
This notice shall be governed by and construed in accordance with English law.
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