Important
Possible all share offer (the “Offer”) for the entire issued and to be issued share capital of 80 Mile Plc (the “Company”) by Greenland Energy Company (the “Offeror”), a company incorporated in Texas which is intended to be effected by means of a court-sanctioned scheme of arrangement pursuant to Part 26 of the Companies Act 2006.
You are attempting to enter the part of this website that is designated for the publication of announcements, documents and information in connection with the Offer (“Microsite”). This information is being made available on this Microsite in good faith and for information purposes only in compliance with the City Code on Takeovers and Mergers and is subject to the terms and conditions set out below.
Please read this notice carefully – it applies to all persons who view this Microsite and, depending upon who you are and where you live, it may affect your rights. This Microsite contains announcements, documents and information relating to the Offer (the “Information”).
Please note that, as the Offer progresses, the Information as well as the terms of this notice may be altered or updated. You should read the full text of this notice each time you visit this Microsite. In addition, the Information may be amended at any time in whole or in part at the sole discretion of the Company.
Access to this Microsite may be restricted under securities laws 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 this information. 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 of that jurisdiction or would result in a requirement to comply with any consent or other formality which the Company regards as unduly onerous (“Restricted Jurisdiction”).
For regulatory reasons, the Company must ensure that persons seeking to access this Microsite are made aware of the appropriate regulations for the country which such person is in. To allow you to view the Information, you have to read the following then click “I accept”. If you are unable to agree, you should click “I reject” and you will not be able to view the Information.
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 Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Offer would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Offer, including details on how it may be accepted. Any decision made in relation to the 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 may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person are allowed to view the Information. All persons resident outside of the United Kingdom (“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. If you are not permitted to view the Information, 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 on the “I reject” box below. Neither the Company, its affiliated companies, nor any of its or their respective directors or advisers assume any responsibility for any violation by any person of any of these restrictions.
This Microsite 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 of England and Wales.
You should not share the Information with or download, mail, forward, distribute or send the Information to any person. In particular, you should not mail, forward, distribute or send the Information to any jurisdiction where it would be unlawful to do so.
The Information is being made available in good faith and for information purposes only. Any person seeking access to this Microsite represents and warrants to the Company that they are doing so for information purposes only. Making the Information available in electronic format is not intended to and does not constitute an offer to sell 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.
If you are in any doubt about the Information 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 UK, from an appropriately authorised independent financial adviser.
Any shareholder action required in connection with the Offer will only be set out in documents sent to or made available to the Company’s shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
The 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 US federal securities laws in connection with the Offer, since the Company is located in a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. US holders of shares may not be able to sue the Company or its respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel the Company and its affiliates to subject themselves to the jurisdiction or judgment of a US state or federal court.
The Offer is expected to be implemented by way of a scheme of arrangement provided for under English company law (“Scheme”). A transaction effected by means of a Scheme is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act of 1934, as amended. Accordingly, the Offer may be subject to the disclosure requirements of, and practices applicable in, the UK to Schemes, which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. However, if, in the future, the Offeror were to exercise its right to implement the Offer by way of a takeover offer, such offer would be required to be made in compliance with applicable US securities laws and regulations.
Some of the Information may include statements that are or may be deemed to be “forward-looking statements”. These statements are prospective in nature and are not based on historical facts, but rather on the current expectations of the management of the Offeror and the Company 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 Information include statements about the expected effects of the Offer on the Company and/or the Offeror, the expected timing and scope of the Offer, synergies, other strategic options and all other statements in the Information other than historical facts. Forward-looking statements can be identified by the use of forward looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “intends”, “may”, “will”, “shall” or “should” or their negatives or other variations or comparable terminology. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will (or might) occur in the future. These events and circumstances include 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 disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected.
These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of the Company or the Offeror. 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 (or implied by) the forward-looking statements. Investors should not place undue reliance on any forward-looking statements. None of the directors of the Company (“Directors”), the Company or its affiliated companies provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward-looking statement contained in the Information will actually occur.
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 the latest annual report of the Company, its interim results, trading updates and other announcements. 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. The Company does not 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.
The Directors accept responsibility for the correctness and fairness of the reproduction or presentation of the Information, other than that information relating to the Offeror or other members of the Offeror’s group, unless the responsibility statement in any relevant document expressly provides otherwise.
None of the Directors, the Company or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
Subject to any continuing obligations under applicable law, the Code or any relevant listing rules (including the AIM Rules), the Company expressly disclaims any obligation to disseminate, after the date of the posting of the Information, 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 Offeror nor the Company, nor any of their respective advisers, associates, directors or officers undertakes any obligation to update publicly, expressly disclaim or revise the Information, whether as a result of new information, future events or otherwise, except to the extent legally required.
SP Angel Corporate Finance LLP (“SP Angel”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Rule 3 Adviser, Nominated Adviser and Joint Broker exclusively for the Company and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of SP Angel, nor for providing advice in relation to any matter referred to herein.
The Information 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. This notice shall be governed by, and interpreted in accordance with, English law.
