Offer by AXIS Capital Holdings Limited (“AXIS”) for Novae Group plc (“Novae”) (the “Proposal”)
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 Proposal.
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. Novae 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 Novae.
This part of the website contains electronic versions of materials relating to the Proposal. The materials you are seeking to access are made available in good faith and for information purposes only and are subject to the terms and conditions set out below. The materials do 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 Proposal. Any person seeking to access this part of the website represents and warrants to Novae that they are doing so for information purposes only.
To allow you to view information about the Proposal, 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 Proposal.
The Proposal would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Proposal, including details on how it may be accepted. Any decision made in relation to the Proposal should be made solely and only on the basis of the information provided in any such document.
Viewing the materials you are seeking to access may be unlawful if you are resident or located in certain jurisdictions. In certain jurisdictions, only certain categories of persons may be allowed to view such materials. All persons resident or located outside of the United Kingdom (the “UK”) 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 legal or regulatory requirements applicable in their jurisdiction.
These materials are not directed at or intended to be 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 ON 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.
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 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 in any doubt, you should not continue to seek to access this part of the website.
Additional US information
The Proposal 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 (the “US”). Any financial statements or other financial information included in this area 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 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 Proposal, since Novae is located in a country other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders of shares may not be able to sue Novae or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel Novae and its affiliates to subject themselves to the jurisdiction or judgment of a US court.
In relation to any Proposal-related materials accessible on 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 Novae speak only at the specified date of the relevant document and Novae has, and accepts, no responsibility or duty to update or revise such documents (other than to the extent such duty arises as a matter of law or regulation).
In relation to any announcements or other Proposal-related materials issued or published by AXIS, or which relate to AXIS and the AXIS Group, that are accessible on this website, the only responsibility accepted by Novae and its directors is for the correctness and fairness of its reproduction.
Neither the directors of Novae, nor Novae, 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.
Forward looking statements
This part of the website and the materials and information contained in it may contain “forward-looking statements” with respect to certain of the plans of Novae and its group (being Novae and its subsidiaries and subsidiary undertakings, together the “Novae Group”) and the Novae Group’s current goals and expectations relating to its future financial condition, performance, results, strategic initiatives and objectives. Generally, words such as “may”, “could”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “aim”, “outlook”, “believe”, “plan”, “seek”, “continue” or similar expressions identify forward-looking statements. These forward-looking statements are not guarantees of future performance. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Novae Group, including amongst other things, UK domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of regulatory authorities (including changes related to capital and solvency requirements), the impact of competition, inflation, deflation, the timing impact and other uncertainties of future acquisitions or combinations within relevant industries, as well as the impact of tax and other legislation or regulations in the jurisdictions in which the Novae Group and its affiliates operate. As a result, the Novae Group’s actual future financial condition, performance and results may differ materially from the plans, goals and expectations set forth in the Novae Group’s forward-looking statements. Forward-looking statements in this part of the website, and the materials and information contained in it, are current only as of the date on which such statements are made. The Novae Group undertakes no obligation to update any forward-looking statements, save in respect of any requirement under applicable law or regulation. Nothing in this part of the website and the materials and information contained in it should be construed as a profit forecast.
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 (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.
Confirmation of understanding and acceptance
- 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 part of the website to any other person at any time.
- I represent and warrant to Novae that I intend to access this part of the website for information purposes only.
If you are not able to give these confirmations, you should click on I DECLINE below.