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ACCESS TO THE MATERIALS CONTAINED IN THIS SECTION OF THE WEBSITE (THE “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 THE INFORMATION ON THE WEBSITE. IF YOU ARE UNABLE, OR HAVE ANY DOUBT WHETHER YOU ARE ABLE TO PROVIDE THE NECESSARY CONFIRMATION YOU SHOULD PRESS ‘DECLINE’ AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE OFFER.
THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS LOCATED IN ANY JURISDICTION WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH VIPERA REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”) AND UNLESS OTHERWISE DETERMINED BY VIPERA AND PERMITTED BY APPLICABLE LAW AND REGULATION, IT IS NOT INTENDED THAT THESE MATERIALS BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.
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Basis of access.
The information contained on this Microsite is in respect of the [firm] offer (the “Offer”) by SOFP (“SOFP”) to acquire the entire issued and to be issued share capital of Vipera that SOFP and its subsidiaries do not already own. In particular, the information contained on 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, or the solicitation of any vote or approval, pursuant to the possible transaction or otherwise 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 offer document. In deciding whether or not to take part in the Offer, shareholders of Vipera should rely only on the information contained and procedures described in the formal offer document.
The Offer is intended to be effected by means of a takeover offer within the meaning of Part 28 of the Companies Act 2006, and the terms and conditions of the Offer will be set out in the offer document to be dispatched to Vipera Shareholders.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither Vipera nor any of its affiliated companies has, or accepts, responsibility or duty to update any such information, document or announcement. Vipera reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by the directors of Vipera (“Responsible Persons”) 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 Responsible Persons, Vipera or any of its affiliated companies have reviewed, and none of them is or shall be responsible for or accepts any liability in respect of any information contained on any other website that may be linked to this Microsite by a third party.
If you are in any doubt about the contents of this area 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.
Viewing the materials that you seek to access may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials.
Any person who wishes to view these materials 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 of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.
If you are not permitted to view materials on this Microsite please exit this Microsite. Should you be in any doubt about whether you are permitted to view materials on this Microsite, you should not access the Microsite and you should take legal advice.
Copies of the contents of the Microsite are not being, and must not be, released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, 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. You should not forward, transmit or show the announcements, information or documents contained on the Microsite. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.
This Microsite may contain certain forward-looking statements with respect to the Offer and the financial condition, results of operations and business of, Vipera or SOFP. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words “believe,” “expect,” “intend”, “estimate”, “anticipate,” “project” and similar expressions, among others, generally identify forward-looking statements.
These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the possibility that necessary regulatory approvals will not be obtained or any of the other conditions to the Offer will not be satisfied, adverse effects on the market price of Vipera’s shares and on Vipera’s or SOFP’s operating results because of a failure to complete the Offer, negative effects relating to announcements of the Offer or the completion of the Offer on the market price of Vipera Shares, significant transaction costs and/or unknown liabilities, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments.
These forward-looking statements are based on numerous assumptions and assessments made in light of Vipera’s or, as the case may be, SOFP’s experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. The factors described in the context of such forward-looking statements in this Microsite could cause SOFP’s plans with respect to Vipera, Vipera’s or SOFP’s actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on this Microsite. Vipera 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 contained or referred to in this Microsite is intended to be a profit forecast.
This notice shall be governed by and interpreted in accordance with English law.
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