PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBPAGE, AND, DEPENDING ON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS. PLEASE NOTE THAT THIS NOTICE AND THE INFORMATION CONTAINED IN IT MAY BE ALTERED OR UPDATED FROM TIME TO TIME. YOU SHOULD READ IT IN FULL EACH TIME YOU VISIT THE SITE. IN ADDITION, THE CONTENTS OF THIS WEBPAGE MAY BE AMENDED AT ANY TIME IN WHOLE OR IN PART.
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 GB GROUP PLC TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH GB GROUP PLC REGARDS AS UNDULY ONEROUS.
Possible offer for GB Group plc ("GBG") by GTCR LLC on behalf of certain of its affiliated funds ("GTCR") (the "Possible Offer")
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 Possible Offer.
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. GBG 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 GBG.
This part of the website contains electronic versions of materials relating to the Possible Offer. The materials you are seeking to access are made available by GBG 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 GBG that they are doing so for information purposes only.
To allow you to view information about the Possible Offer, you must read this notice and then click "AGREE". If you are unable to agree, you should click "DISAGREE" and you will not be able to view information about the Possible Offer.
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 Possible Offer) in any jurisdiction in which such offer or solicitation is unlawful.
Any offer arising from the Possible Offer will be made solely by means of a scheme document or offer document which will contain the full terms and conditions of the Possible Offer, including details on how it may be accepted. Any decision made in relation to the Possible Offer should be made solely on the basis of the information provided in any such document.
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 IN 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.
It is your responsibility to satisfy yourself as to the full observance of any laws and regulatory requirements. If you are not permitted to view the information in this website, 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 website. GBG and its advisers do not assume any responsibility for any violation by any person of these restrictions.
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. This notice is governed by and to be interpreted in accordance with English law.
Notice to US Investors
The Possible Offer relates to the securities of a non-U.S. company. The Possible Offer is subject to disclosure and procedural requirements of the United Kingdom which are different from those in the United States. Neither the US Securities and Exchange Commission, nor any securities commission of any state, territory or possession of the United States has approved the Possible Offer, passed upon the fairness of the Possible Offer or passed upon the adequacy or accuracy of any information in this website. Any representation to the contrary is a criminal offence in the United States.
Any financial statements or other financial information included in this website has been prepared in accordance with non-US accounting standards that may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with accounting principles generally accepted 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, since GBG is located in a non-US jurisdiction, and some or all of its officers and directors may be residents of a non-US jurisdiction. Holders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company or its affiliates to subject themselves to the jurisdiction or judgment of a US court.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. The securities referenced in this announcement have not been registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States absent registration under the US Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. The Possible Offer is for the securities of a non-US company which does not have securities registered under Section 12 of the US Securities Exchange Act of 1934, as amended. Accordingly, the Possible Offer will be subject to English procedural and disclosure requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable under US domestic tender offer procedures and laws.
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 GTCR and GBG. These statements are based on the current expectation of the management of GTCR and GBG (as applicable) 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 GBG's operations and potential synergies resulting from the Possible Offer; and (iii) the effects of government regulation on each of GTCR's and GBG'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, GBG cannot give any assurance that any forward-looking statement will prove to be correct in the future. GBG 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. Unless expressly stated otherwise, no statement contained or referred to in this website is intended to be a profit forecast or profit estimate for any period and no statement should be interpreted to mean that earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the relevant party to the Possible Offer.
In relation to any materials accessible in 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 GTCR and/or GBG speak only at the specified date of the relevant document and GBG has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other related materials issued or published by GTCR, or which relate to GTCR and its group, that are accessible on this website, the only responsibility accepted by GBG and its directors is for the correctness and fairness of its reproduction.
Neither the directors of GBG, nor GTCR 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 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
If you are not able to give these confirmations, you should click on DISAGREE below.