NOTICE OF DISCLAIMER - IMPORTANT
ACCESS TO THIS PART OF THE COMPANY'S 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 ON THIS PART 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 OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS.
Recommended unconditional cash offer (the "Offer") for the entire issued and to be issued share capital of Kingswood Holdings Limited ("Kingswood") by HSQ Investment Limited (the "Company") that it does not already own, pursuant to Rule 2.7 of The City Code on Takeovers and Mergers (the "Takeover Code").
YOU ARE ATTEMPTING TO ENTER THE PART OF THIS WEBSITE THAT IS DESIGNATED FOR THE PUBLICATION OF ANNOUNCEMENTS, DOCUMENTS AND INFORMATION IN CONNECTION WITH THE OFFER. THIS INFORMATION IS BEING MADE AVAILABLE ON THIS PART OF THE COMPANY'S WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Access to the WEBSITE
Please read this notice carefully - it applies to all persons who view this part of the Company's website and, depending upon who you are and where you are located, it may affect your rights or responsibilities. This part of the Company's website contains announcements, documents and information relating to the Offer (the "Information"). Please note that, as the Offer progresses, the Information as well as the terms of this notice may be altered or updated. You should read the full text of this notice each time you visit this part of the Company's website. In addition, the Information may be amended at any time in whole or in part at the sole discretion of the Company.
For regulatory reasons, the Company must ensure that persons seeking to access this part of the Company's website are made aware of the appropriate regulations for the country which such person is in. To allow you to view the Information, you have to read the following and then click "I agree". If you are unable to agree, you should click "I disagree" and you will not be able to view the Information.
Overseas Jurisdictions
Viewing the Information may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person(s) are allowed to view the Information. If you are not permitted to view the Information, 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 webpage by clicking on the "I disagree" box below.
The Offer will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available in that jurisdiction (a "Restricted Jurisdiction"), and no person may vote in favour of the Offer by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons accessing this part of the website (including custodians, nominees and trustees) must not distribute or send any information contained in it in, into or from a Restricted Jurisdiction.
Basis of access to information relating to the offer
YOU SHOULD NOT SHARE THE INFORMATION WITH OR DOWNLOAD, MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.
The Information is being made available in good faith and for information purposes only. Any person seeking access to this part of the Company's website represents and warrants to the Company that they are doing so for information purposes only. Making the Information available in electronic format is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.
If you are in any doubt about the Information 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.
Any shareholder action required in connection with the Offer will only be set out in documents sent to or made available to Kingswood's shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
The information contained in this part of the website is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by, or on behalf of, the Company or Kingswood.
forward-looking statements
Some of the Information may include statements that are or may be deemed to be "forward-looking statements". Forward-looking statements are prospective in nature and not based on historical facts, but rather on current expectations and projections of the management of Kingswood and the Company 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.
The forward-looking statements contained in the Information include statements with respect to the financial condition, results of operations and business of Kingswood and certain plans and objectives of the Company with respect thereto and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the fact that they do not relate only to historical or current facts and may use words such as "anticipate", "target", "expect", "estimate", "forecast", "intend", "plan", "budget", "scheduled" "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Kingswood and/or the Company in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risk and uncertainty and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such, because they relate to events and depend on circumstances that will occur in the future. Although the Company and/or Kingswood believe 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 you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of publication of the Information. Neither the Company nor Kingswood assumes any obligation to update or correct the information contained in the Information (whether as a result of new information, future events or otherwise), except as required by applicable law.
There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements include, but are not limited to: the ability to complete the Offer; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions of the Offer on the proposed terms; changes in the global, political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or dispositions; changes in general and economic business conditions; changes in the behaviour of other market participants; the anticipated benefits of the Offer not being realised as a result of changes in general economic and market conditions in the markets and jurisdictions in which the Company and/or Kingswood operate; weak, volatile or illiquid capital and/or credit markets; changes in the degree of competition in the geographic and business areas in which the Company and/or Kingswood operate; and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.
Neither the Company nor Kingswood, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in the Information will actually occur. Given the risks and uncertainties, you are cautioned not to place any reliance on these forward-looking statements.
Other than in accordance with their legal or regulatory obligations, neither the Company nor Kingswood is under any obligation, and the Company and Kingswood expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
No statement in the Information is intended, or is to be construed, as a profit forecast, profit estimate, or quantified financial benefits statement for any period and no statement in the Information should be interpreted to mean that earnings or earnings per share for Kingswood for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Kingswood.
Responsibility
In relation to any document, announcement or information contained in this part of the website, the only responsibility accepted by the directors of the Company and Kingswood is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Documents included in this part of the website speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law, regulation and/or the Code, each of the Company and Kingswood expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offer on this part of the website, any updates or revisions to any statements in such information to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
None of the directors of the Company and Kingswood or its or their affiliated companies have reviewed, and none of them shall have any responsibility for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
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 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.
THE INFORMATION RELATING TO THE OFFER THAT IS CONTAINED IN THIS PART OF THE WEBSITE MAY NOT BE DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS PART OF THE WEBSITE REPRESENTS AND WARRANTS TO EACH OF THE COMPANY AND Kingswood THAT THEY ARE DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY. ELECTRONIC VERSIONS OF THE MATERIALS CONTAINED IN THIS PART OF THE WEBSITE ARE NOT DIRECTED AT, OR ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Neither the Company, Kingswood nor any of their respective advisers, associates, directors or officers undertakes any obligation to update publicly, expressly disclaim or revise the Information, whether as a result of new information, future events or otherwise, except to the extent legally required.
Governing Law
THIS NOTICE SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, ENGLISH LAW.
confirmation of understanding and acceptance of disclaimer:
- I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.
- I agree that I will not 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 in any jurisdiction where such distribution may be restricted by applicable law or regulation.
- I represent and warrant to the Company that I intend to access this area 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.
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If you are not able to give these confirmations, you should click on I DECLINE below.