Offer ("Offer") for the entire issued and to be issued share capital of hVIVO plc ("Offeree") by Open Orphan plc ("Offeror")
ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS 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 THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH THE OFFEROR REGARDS AS UNDULY ONEROUS.
This website contains announcements, documents and other information (together the "Information") published by the Offeree and/or the Offeror in connection with the Offer. The Information is being made available in good faith and for information purposes only and is subject to the terms and conditions set out below.
The Information is not intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of or an invitation or the solicitation of an offer to purchase or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The Offer is expected to be made by means of an offer document (or potentially a scheme circular) which will contain the full terms and conditions of the Offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely on the basis of the information provided in any such document.
Please read this notice carefully—it applies to all persons who view the website to access Information and, depending on who you are and where you live, it may affect your rights. This notice and the Information contained in this website may be altered or updated from time to time, and should be read carefully each time you visit this website. The Information speaks only at the date of the relevant information reproduced on this website. The Offeror does not have, and does not accept, any responsibility or duty to update any such Information and reserves the right to add to, remove or amend any Information reproduced on this website at any time and at its absolute discretion.
You are attempting to enter the part of this website that is designated for the publication of documents and information in connection with the Offer.
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. The Offeror 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 the Offeror.
This part of the website contains electronic versions of materials relating to the Offer. 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 Offer. Any person seeking to access this part of the website represents and warrants to the Offeror that they are doing so for information purposes only.
To allow you to view information about the Offer, 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 Offer.
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 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 ("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.
The Offer relates to the securities of a company incorporated in England and Wales and is subject to UK procedural and disclosure requirements that are different from those of the United States ("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 Offer, since each of the Offeree and the Offeror are 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 Offeree and Offeror or their respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel Offeree and Offeror and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.
In relation to any Offer-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 the Offeror speak only at the specified date of the relevant document and the Offeror 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 Offer-related materials issued or published by the Offeror, or which relate to the Offeror or any of its subsidiaries, that are accessible on this area of the website, the only responsibility accepted by the Offeror and its directors is for the correctness and fairness of its reproduction.
Neither the directors of the Offeror, nor the Offeror, nor any affiliated companies of the Offeror, 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.
The information included in this part of the website may contain statements about Offeree and Offeror that are or may be forward-looking statements. All statements other than statements of historical facts included in this document may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words ‘targets’, ‘plans’, ‘believes’, ‘expects’, ‘aims’, ‘intends’, ‘will’, ‘may’, ‘anticipates’, ‘estimates’, ‘projects’ or, words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include, but are not limited to, statements relating to the expected benefits of the acquisition to Offeree and Offeror, the expected timing and scope of the Offer and other statements other than historical facts. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
Such forward-looking statements are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Each of the Offeree, the Offeror and their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained herein, whether as a result of new information, future events or otherwise except as required by applicable law.
None of the Offeree, the Offeror and their respective members, directors, officers, employees, advisers and any person acting on their behalf provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur.
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 ised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately ised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.
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