POSSIBLE OFFER FOR THE ENTIRE ISSUED AND TO BE ISSUED CAPITAL OF GOOCH & HOUSEGO PLC ("G&H") BY ARLINGTON CAPITAL PARTNERS VII, L.P. ("ACP") (THE “POSSIBLE OFFER").
ACCESS TO THIS AREA OF THE WEBSITE ("MICROSITE") 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 MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE 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 G&H REGARDS AS UNDULY ONEROUS (A "RESTRICTED JURISDICTION").
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER, THE "INFORMATION") PUBLISHED BY G&H AND/OR ACP RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE 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.
NO OFFER CAN BE VALIDLY ACCEPTED (OR, IF SUCH OFFER IS TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT, VOTED IN FAVOUR OF) BY G&H OR ITS SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THIS WEBSITE.
1.ACCESS TO THE INFORMATION
If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. G&H reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of G&H.
For regulatory reasons, G&H must ensure that persons seeking to access this Microsite are made aware of the applicable regulations for the country in which such person is located. To allow you to view information about the Possible Offer, you must read this notice and then click "ACCEPT". If you are unable to agree, you should click "DECLINE" and you will not be able to view information about the Possible Offer.
The Information contained in this Microsite 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 solicitation of any offer to purchase, subscribe for or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the Possible Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. Any offer from ACP in connection with the Possible Offer would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such offer, including details on how it may be accepted. Any decision made in relation to such an offer should be made solely and only on the basis of the information provided in any such offer documentation.
2.OVERSEAS JURISDICTIONS
This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the "UK") who wish to view the Information contained in this Microsite 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.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON IN ANY RESTRICTED JURISDICTION.
This Microsite 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 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 not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.
3.ADDITIONAL US INFORMATION
G&H shareholders resident in the United States should note that the Possible Offer relates to shares of a non-US company and is subject to the disclosure and procedural requirements of the United Kingdom (which are different from those of the United States). Neither the US Securities and Exchange Commission, nor any securities commission of any state, territory or possession of the United States, has approved the Possible Offer, passed upon the fairness of the Possible Offer or passed upon the adequacy or accuracy of any information in this Microsite. Any representation to the contrary is a criminal offence in the United States.
Any financial statements or other financial information included in this Microsite or the G&H website have been prepared in accordance with non-US accounting standards and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
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, since G&H is located in a non-US jurisdiction and some or all of its officers and directors may be residents of a non-US jurisdiction. Holders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.
The information contained in this Microsite does not constitute an offer of securities for sale in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Securities Exchange Act of 1934, or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements.
You should be aware that ACP may, subject to any contractual restrictions, purchase or arrange to purchase G&H shares otherwise than under any offer or scheme related to the Possible Offer, such as in the open market or privately negotiated purchases.
4.FORWARD-LOOKING STATEMENTS
This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of on the one hand, (i) G&H and its subsidiaries and subsidiary undertakings (the "G&H Subsidiaries"); and, on the other (ii) ACP and all its subsidiary undertakings, all its parent undertakings (whether direct or indirect), and all subsidiaries of each of its parent undertakings, all general partners, investment managers and investment advisers to investment funds managed or advised by ACP, any newly incorporated companies formed by investment funds managed or advised by ACP for the purposes of the Possible Offer, in each case from time to time (the "ACP Subsidiaries") following the implementation of the Possible Offer.
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of G&H and the G&H Subsidiaries (and/or, as relevant, ACP and the ACP Subsidiaries) to market risks and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "goals", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will" and similar terms and phrases.
There are a number of factors that could affect the future operations of G&H and the G&H Subsidiaries (and/or, as relevant, ACP and the ACP Subsidiaries) and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to (a) currency fluctuations; (b) loss of market share and industry competition; (c) environmental and physical risks; (d) legislative, fiscal and regulatory developments including regulatory measures addressing climate change; (e) economic and financial market conditions in various countries and regions; (f) political risks; (g) changes in trading conditions; and (h) changes in general economic, business and political conditions, including changes in the financial markets.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of G&H, the G&H Subsidiaries, ACP or the ACP Subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for G&H or ACP as appropriate.
5.NO PROFIT FORECAST
Save as otherwise expressly stated in any relevant Information, no statement in any document contained in this Microsite is intended as a profit forecast or a profit estimate for any period and no statement in any document contained in this Microsite should be interpreted to mean that the earnings or earnings per share of G&H or any of its affiliates for current or future financial years will necessarily match or exceed the historical published earnings per share for G&H.
6.RESPONSIBILITY
The directors of G&H only accept responsibility for the correctness and fairness of the reproduction or presentation of the information relating to the Possible Offer on this Microsite unless the responsibility statement in any relevant document expressly provides otherwise. No other liability, express or implied, is accepted by any such person for the content of such information, save that nothing shall exclude the liability of a person for their fraud or fraudulent misrepresentation.
Subject to any continuing obligations under applicable law, the Code or any relevant listing rules, each of G&H and ACP expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Possible Offer on this Microsite, any updates or revisions to any statements in the Possible Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
Neither the directors nor officers of G&H nor ACP, nor any of its or affiliated 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 or from this Microsite.
7.OTHER
Investec Bank plc ("Investec"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for G&H and no one else in connection with the Possible Offer and will not be responsible to anyone other than G&H for providing the protections afforded to the clients of Investec, or for providing advice in connection with the Possible Offer. Neither Investec nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Investec in connection with the Possible Offer or otherwise.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to G&H and for no one else in connection with the Possible Offer and will not be responsible to anyone other than G&H for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with the Possible Offer or otherwise. Neither Rothschild & Co nor any of its group undertakings or affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with the Possible Offer or otherwise. If you are in any doubt about the contents of this Microsite 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 (as amended) and regulated in the UK by the Financial Conduct Authority or, if you are located outside the UK, from an appropriately authorised independent financial adviser as to the suitability of any action.
This notice shall be governed by and construed in accordance with English law.
8.CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE
In order to view the materials on this Microsite, by clicking "ACCEPT" below, you are making the following confirmations:
(a) I have read and understood the notice set out above and I agree to be bound by its terms.
(b) I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this Microsite or parts of it illegal.
(c) I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any other person at any time.
(d) I represent and warrant to G&H that I intend to access this Microsite for information purposes only.
If you are not able to give these confirmations, you should click "DECLINE" below.
G&H is a photonics technology business headquartered in Ilminster Somerset, UK with operations in the USA and Europe. We work with OEM customers worldwide, providing optical systems, assemblies and components often deployed in harsh environments. Our engineering is driving innovation and change in many areas of application and markets.