PLEASE READ THIS DISCLAIMER CAREFULLY AS IT APPLIES TO ANY PERSON WHO VIEWS THIS SECTION OF THE WEBSITE.
YOU SHOULD READ THIS DISCLAIMER IN FULL EACH TIME YOU VISIT THIS SECTION OF THE WEBSITE.
THIS DISCLAIMER AND THE INFORMATION CONTAINED IN THIS SECTION OF THE WEBSITE MAY BE ALTERED OR UPDATED AT ANY TIME WITHOUT NOTICE.
THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER, THE “INFORMATION”) PUBLISHED BY VITALHUB UK LIMITED (THE “COMPANY”) AND/OR INDUCTION HEALTHCARE GROUP PLC (THE “TARGET”) RELATING TO THE RECOMMENDED ACQUISITION (THE “ACQUISITION”) OF THE TARGET BY THE COMPANY IN COMPLIANCE WITH THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE “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.
ACCEPTANCE UNDER THE ACQUISITION CANNOT BE VALIDLY MADE BY A SHAREHOLDER OR ANY OTHER PERSON BY MEANS OF DOWNLOADING A COPY OF DOCUMENTS FROM THIS SECTION OF THE WEBSITE.
ACCESS TO THIS SECTION OF THE WEBSITE 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 INFORMATION. THE INFORMATION 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 OF THE TARGET OR THE COMPANY TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH THE TARGET OR THE COMPANY REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
Access to the Information
You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with the Acquisition. If you would like to view this part of the website, please read this notice carefully.
For regulatory reasons, we have to ensure that you are aware of the appropriate regulations for the country which you are in. This notice applies to all persons who view this section of the website and depending on where you live, it may affect your rights or responsibilities. To allow you to view the Information you must read the following notices and then click “I agree”. If you are unable to agree, you should click "I disagree" and you will not be able to view information about the Acquisition.
This part of the website contains electronic versions of materials relating to the Acquisition. The materials you are seeking to access are made available by the Target and the Company 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 the Target and the Company that they are doing so for information purposes only.
The Information is not intended to, and does not, constitute or form any part of an invitation or offer to sell or otherwise dispose of, or an invitation or the solicitation of an offer to purchase or otherwise acquire any securities in the Company, the Target or any other person, nor does it constitute an invitation, solicitation or recommendation by the Company, the Target or any other person to take any action in relation to the Acquisition.
The Acquisition is intended to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”) and the full terms and conditions of the Scheme are to be set out in the document relating to the Scheme to be published by the Target (the “Scheme Document”). The Company reserves the right to effect the Acquisition by means of a contractual offer in certain circumstances, in which case the offer would instead be set out in an offer document published by the Company (the “Offer Document”). In deciding whether or not to vote, or procure the vote, in favour of any Scheme (or, if the Acquisition is to be effected by way of a contractual offer, to accept, or procure the acceptance of, such contractual offer), shareholders of the Target should rely only on the information contained, and procedures described, in the Scheme Document (or, if applicable, Offer Document) (in each case, if published).
If you are in any doubt about the contents of this disclaimer, the Information or, where applicable, the action you should take, you should seek your own financial advice from, if you are located in the United Kingdom, 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.
Responsibility
In relation to any Acquisition-related materials accessible on this area of the website, please note any statement of responsibility contained therein. Except as otherwise expressly provided therein, the only responsibility accepted by the directors of the Company or any of its subsidiaries in relation to any of the Information is for the correctness and fairness of its reproduction.
Subject to any continuing obligations under applicable law or any relevant regulatory requirements, the Company and the Target expressly disclaim any obligation to disseminate, after the date of the posting of any document or announcement on this part of the website, any updates or revisions to any statements in such documents or announcements in relation to the Acquisition, unless the responsibility statement in any relevant document expressly provides otherwise.
Neither the directors of the Company or the Target nor any of their respective group 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 this website by a third party.
Neither the Toronto Stock Exchange nor any securities regulatory authority has reviewed or accepts responsibility for the adequacy or accuracy of anything contained in the Information.
This notice, and any non-contractual obligations arising out of or in connection with this notice, shall be governed by and construed in accordance with English law.
Overseas Persons
The Information is not for publication or distribution, directly or indirectly, in or into a Restricted Jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any and all applicable legal or regulatory requirements of their jurisdiction. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. If you are in any doubt regarding such matters, you should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
If you are not permitted to view the Information on 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 web page by clicking on “I disagree” below. The Company, the Target and their respective advisers do not assume any responsibility for any violation by any person of any of these restrictions.
By clicking “I agree” below, you represent and warrant that you are not a national of, or resident in, a Restricted Jurisdiction and that the Company and the Target are lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give this representation and warranty, do not click on “I agree” below.
If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this web page by clicking on the “I disagree” box below and seek independent advice.
To the fullest extent permitted by applicable law, the Company, the Target and their respective directors, employees, agents and advisers, disclaim any and all responsibility or liability for the violation of such restrictions by any person.
THE DOCUMENTS IN THIS SECTION OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART. IN PARTICULAR, YOU SHOULD NOT DOWNLOAD, FORWARD, TRANSMIT OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED THEREIN WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
This part of the website contains information that has been prepared for the purposes of complying with English law and 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.
Notice to US Shareholders
US holders of the Target shares may vote in respect of the resolutions to be proposed at the meetings to be convened in connection with the Scheme. US holders of the Target shares should note that the Scheme relates to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Securities Exchange Act of 1934 (the “US Exchange Act”), is subject to UK disclosure requirements which differ from the disclosure requirements of United States tender offers and proxy solicitation rules.
The Acquisition relates to the shares of a company incorporated in England and Wales and is proposed to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 that will be governed by the laws of England and Wales. If, in the future, the Company exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the Takeover Offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder.
Neither the United States Securities and Exchange Commission nor any other US federal or state securities commission or regulatory authority has reviewed, approved or disapproved the Information, any of the proposals described in the Information or passed an opinion on the accuracy or the adequacy of the Information. Any representation to the contrary is a criminal offence in the United States.
Financial information included in the Information has been prepared, unless specifically stated otherwise, in accordance with accounting standards applicable in the UK and thus may not be comparable to the financial information of United States companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The receipt of cash or shares pursuant to the Scheme by a US holder of Target shares as consideration for the transfer of its Target shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Target shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Scheme applicable to them.
Forward looking statements
Certain statements made in the information relating to the recommended Acquisition may be 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, including but not limited to 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 deposits. These forward-looking statements may be identified by words such as "will", "may", "should", "could", "would", "can", "believes", "intends", "expects", “estimates”, "indicates", "anticipates", “plan”, “goal” 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) the expected effects of the Acquisition on the Company, the Target and their respective securities; (ii) the expected timing and scope of the Acquisition; (iii) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (vi) business and management strategies and the expansion and growth of the Target's or the Company's operations and potential synergies resulting from the Acquisition; and (v) the effects of government regulation on the Target's or the Company's business.
No assurance can be given that such expectations will prove to have been correct and persons reading the Information are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the Information. All forward-looking statements contained in the Information are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Induction Healthcare Group PLC expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by law.
Unless expressly stated otherwise, no statement in the Information is intended to constitute a profit forecast or profit estimate for any period.
Confirmation of understanding and acceptance of disclaimer
• I confirm that I have read and understood the notice set out above and agree to be bound by its terms.
• I confirm that I am permitted to proceed to this section of the website and that I am not (nor do I act on behalf of someone who is) resident of a Restricted Jurisdiction.
• I agree that I will not print, download, copy, mail, forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the website either in whole or in part to any person at any time.
• I represent and warrant to Induction Healthcare Group PLC and VitalHub UK Limited that I intend to access this section of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
• I agree that no person (including but not limited to, the Company, the Target or their respective directors, employees, agents or advisers) will breach any applicable law or regulation in connection with my access to this part of the website and/or my viewing of the Information.