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Note: Electronic versions of the material you are seeking access to are being made available on this area of the website (“Website”) by Inflexion Private Equity Partners LLP (“Inflexion”) in good faith and for information purposes only.
The Website you are seeking to access contains information relating to the proposed offer (the "Offer") by Cuba Bidco Limited (“Bidco”) for Ideal Shopping Direct plc (“ISD”), such Offer to be implemented by way of a scheme of arrangement pursuant to Part 26 of the Companies Act 2006.
If the Offer is made, the full terms and conditions of the Offer will be set out in a formal document which will be posted to all IDS shareholders and optionholders (the "Scheme Document"). ISD shareholders who wish to vote on the resolutions required to give effect to the Offer (the “Resolutions”) may only rely on the information and terms and conditions contained, and the procedures described, in the Scheme Document. Any votes in relation to the Offer by any ISD shareholders or any other person through means of downloading a copy of any documents relating to the Offer from this Website will not be valid.
These materials are not directed at persons located in the United States, Canada, Australia or Japan or any jurisdiction where extension or acceptance of the offer would constitute a violation of the relevant laws and 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 inflexion regards as unduly onerous (“Restricted Jurisdiction”).
If you would like information on the Offer please read this notice carefully – it applies to all persons who view this Website and, depending on who you are and where you live, it may affect your rights.
The information contained on this Website in respect of the Offer is made available in good faith and for information purposes only 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. Any person seeking access to the Website represents and warrants to Inflexion that they are doing so for information purposes only.
Please note that this notice may be altered or updated. You should read it in full each time you access the site.
The information contained on this Website speaks only at the date of the relevant document or announcement reproduced on this Website, and Inflexion 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 on this Website at any time.
Inflexion has not 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.
The information on this Website, including information included or incorporated by reference, contains certain "forward-looking statements" with respect to the financial condition, results of operations and business of ISD, the Offer and objectives of the boards of directors of ISD and Bidco and/or the Inflexion Recommendation Committee. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements often use words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “forecast”, “goal”, “intend”, “may”, “plan”, “project”, “should”, “target”, “will”, “would” or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of ISD and Bidco and the Inflexion Recommendation Committee in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. They have not been reviewed by the auditors of ISD or Bidco. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.
All subsequent oral or written forward-looking statements attributable to ISD, Bidco or the Inflexion Recommendation Committee or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements included in this Website are based on information available to ISD, Bidco and the Inflexion Recommendation Committee on the date of the publication of document or information on this Website and are made only as of the date of such publication. Undue reliance should not be placed on such forward-looking statements.
Although the boards of ISD and Bidco and the Inflexion Recommendation Committee believe the expectations in such forward- looking statements are reasonable, should one or more of the risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement the boards of ISD and Bidco and the Inflexion Recommendation Committee assume no obligation to update or correct the information contained in this announcement.
The materials contained on this Website contain information in respect of the Offer. Viewing this information may not be lawful if you are resident in certain jurisdictions, including the Restricted Jurisdictions. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident outside the United Kingdom 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.
Accordingly, by clicking “I agree” below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Inflexion is lawfully entitled to make the content of any communication or document in relation to the Offer available to you under applicable securities laws. If you are unable to give this representation, do not view the content of any communication or document in relation to the Offer.
If you are not resident in a Restricted Jurisdiction, you may access any communication or document in relation to the 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 exit this Website.
Unless otherwise determined by Bidco and permitted by applicable law and regulation, the Offer is not being made, directly or indirectly, in or into the Restricted Jurisdictions and the Offer will not be capable of acceptance and/or the Resolutions are not capable of being voted on by any means, instrumentality or facility or from within any Restricted Jurisdiction. Copies of the contents of the Website (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. Doing so may render invalid any purported acceptance of the Offer or vote in respect of the Resolutions. Any persons (including custodians, nominees and trustees) who would, or otherwise intend to, or may have a contractual or legal obligation to, mail or otherwise forward, transmit, distribute or send any documentation relating to the Offer outside the United Kingdom should seek appropriate advice before doing so.
Neither the United States Securities and Exchange Commission nor any state securities commission has reviewed, approved or disapproved any of the documents posted on this Website.
If you are not permitted to view materials on this Website or are in any doubt as to whether you are permitted to view these materials, please exit this Website and seek independent advice.
For regulatory reasons, we have to ensure you are aware of the appropriate regulations for the country which you are in. By clicking on “I agree” below, you hereby acknowledge that you have read and understood the notice set out above, including that it may affect your rights, and that you agree to be bound by its terms.
By clicking on “I disagree” below, we cannot provide you with the requested information.
