Disclaimer – Important
Recommended offer (the “Offer”) by GIP IV Hancock Bidco L.P. (“GIP”) for Signature Aviation plc (“Signature”)
You are attempting to enter a page which is designated for the publication of electronic versions of materials relating to the Possible Offer.
ACCESS TO THE NEXT PAGE 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 THE NEXT PAGE. THE NEXT PAGE IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE 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 CONSENT OR OTHER FORMALITY WHICH GIP REGARDS AS UNDULY ONEROUS.
THE NEXT PAGE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY GIP AND SIGNATURE RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”) TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT. 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.
Please read this notice carefully – it applies to all persons who view the next page and, depending upon who you are and where you live, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time, and should be read in full carefully each time you visit this part of the website. In addition, the contents of the next page may be amended at any time, in whole or in part, at our sole discretion.
Nothing on the next page, nor anything which can be downloaded from it, is intended to, and does not, constitute or form any part of an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities, or the solicitation of any votes attaching to securities which are the subject of the Offer in any jurisdiction in which such offer or solicitation is unlawful.
The full terms and conditions of the Offer will be set out in the formal scheme or offer document. In deciding whether or not to vote in favour of any offer, Signature shareholders should rely only on the information contained any formal scheme or offer document.
Terms defined in the announcement of the Offer dated 11 January 2020 shall have the same meaning when used in this notice, unless otherwise defined in this notice.
Access to the information
To allow you to view the Information, you must read this notice in its entirety and then proceed to the next page. If you are unable to confirm, you must go back to the previous page.
Viewing the Information you are seeking to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view the Information. Any persons outside the United Kingdom who wish 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 and should inform themselves about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.
If you are not a resident of or located in a restricted jurisdiction, you may access any communication or document in relation to the Possible Offer but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view any communication or document in relation to the Offer by virtue of applicable laws or regulatory requirements, please go back to the previous page.
Notice to US investors
The Offer is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under English law. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules of the US Exchange Act. Accordingly, the Offer is subject to disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer rules. Also, the financial information included on the next page has been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. If GIP exercises its right in the future to implement the Offer by way of a takeover offer, that offer will be made in compliance with the applicable US laws and regulations.
It may be difficult for US holders of Signature shares to enforce their rights and claims arising out of the US federal securities laws, since Signature is located in a country other than the United States, and some or all of its officers and directors may be residents of a country other than the United States. US holders of Signature shares 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 judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, GIP or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Signature shares outside of the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, UBS AG London Branch will continue to act as an exempt principal trader in Signature shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service of the Financial Services Authority and will be available on the London Stock Exchange website, www.londonstockexchange.com.
Basis of access
The Information is made available in good faith and 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 Information has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers and the Information 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.
The information contained on the next page speaks only at the date of the relevant document or announcement reproduced, and GIP has, and accepts, no responsibility or duty to update any such information, document or announcement and reserves the right to add to, remove or amend any information reproduced at any time.
Similarly, copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise forwarded, distributed or sent in or into a restricted jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a restricted jurisdiction.
If you are not permitted to view materials on the next page or are in any doubt as to whether you are permitted to view these materials, please go back to the previous page and seek independent advice. Neither GIP nor any of its advisors nor Signature nor any of its advisers, assumes any responsibility for any violation by any person of any of these restrictions.
In relation to any document, announcement or information contained in the next page, the only responsibility accepted by the partners, directors, officers and employees of GIP is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
None of the partners, directors, officers and employees of GIP, nor any of its 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 the next page by a third party.
Certain statements in the Information are forward-looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from any expected future results in such forward-looking statements.
Unless expressly stated otherwise, no statement contained or referred to on the next page is intended to be a profit forecast.
If you are in any doubt about the contents of the next page 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.
Acceptance of Disclaimer
Viewers will confirm their understanding of the disclaimer by typing “confirm” in the area indicated, and could, if required, then be asked to verify their location before access to the documents is granted.
Electronic versions of the Information are not directed at or accessible by persons resident in any restricted jurisdiction. Accordingly, you may only access the next page if you are able to provide the adjacent confirmations. If you are resident or located in any restricted jurisdiction, you must go back to the previous page.
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