IMPORTANT NOTICE
Possible offer (“Offer”) by Julian Dunkerton (“JD”) for the entire issued and to be issued share capital of Superdry plc (“Superdry”).
PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBPAGE, AND DEPENDING ON WHERE YOU ARE LOCATED, MAY AFFECT YOUR RIGHTS. PLEASE NOTE THAT THIS NOTICE AND THE INFORMATION CONTAINED IN IT MAY BE AMENDED OR UPDATED IN WHOLE OR IN PART FROM TIME TO TIME. YOU SHOULD READ IT IN FULL EACH TIME YOU VISIT THIS WEBSITE.
ACCESS TO THE MATERIALS CONTAINED IN THIS SECTION OF THE WEBSITE (THE “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. IF YOU ARE UNABLE, OR HAVE ANY DOUBT WHETHER YOU ARE ABLE, TO PROVIDE THE NECESSARY CONFIRMATION YOU SHOULD PRESS “I DECLINE” AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE OFFER.
DISCLAIMER
THESE MATERIALS ARE NOT DIRECTED AT NOR SHOULD THEY BE ACCESSED BY PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO 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 FILING WHICH IS CONSIDERED UNDULY ONEROUS (“RESTRICTED JURISDICTION”).
ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE IN GOOD FAITH, FOR INFORMATION PURPOSES ONLY AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
THE MICROSITE CONTAINS INFORMATION THAT HAS BEEN PREPARED FOR THE PURPOSES OF COMPLYING WITH ENGLISH LAW AND THE CITY CODE ON TAKEOVERS AND MERGERS 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.
Basis of Access and Responsibility
The information contained on this Microsite is in respect of the Offer and does not constitute or form part of any offer to sell or dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the possible transaction or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither Superdry nor any of its affiliated companies, has, or accepts any responsibility or duty to update or revised any such information, document or announcement and 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 issued by JD or which is related to JD that are accessible on this Microsite, the only responsibility accepted by Superdry and its directors is for the correctness and fairness of its reproduction unless a responsibility statement in any relevant document expressly provides otherwise.
Neither the directors of Superdry, nor any of its 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 that may be linked to this Microsite by a third party.
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) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
Overseas Persons
The information contained in the Microsite is 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.
Viewing the materials 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 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.
If you are not permitted to view materials on this Microsite please exit this Microsite immediately. 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. No responsibility is accepted for any violation by any person of these restrictions.
Copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise forwarded, distributed or sent, in whole or in part, 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.
This notice, and any non-contractual obligations arising out of or in connection with this notice, shall be governed by and construed in accordance with English law.
Notice to U.S. Investors
The Offer is subject to disclosure and procedural requirements of the United Kingdom which are different from those in the United States. Neither the US Securities and Exchange Commission, nor any securities commission of any state of the United States has approved the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of any information in this section of 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 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 United States.
It may be difficult for US holders of shares to enforce their rights and claims arising out of the US federal securities laws. 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.
Forward-Looking Statements
This Microsite, including any information included or incorporated by reference, may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Superdry, the Superdry Group (comprising its subsidiaries and subsidiary undertakings) and any party to the 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 the current expectation of the management of that company and are naturally subject to uncertainty and changes in circumstances. Forward-looking statements include, among other things, statements concerning the potential exposure of Superdry and the Superdry Group 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", “anticipates” or similar terms and phrases.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. These factors include, but are not limited to, changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Due to such uncertainties, no assurance can be given that any forward-looking statement will prove to be correct in the future.
The forward-looking statements contained in this Microsite are based on several assumptions and assessments made in light of the relevant party’s experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. 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.
All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Superdry 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 in this Microsite is intended to constitute a profit forecast or profit estimate for any period and no statement should be interpreted to mean that earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the relevant party to the Offer.
Confirmation of understanding and acceptance of this notice
By clicking the “I agree” button below, you:
- confirm that you are permitted to proceed to the Microsite and that you are not (nor do you act on behalf of someone who is) resident or located in any Restricted Jurisdiction or any jurisdiction that renders the accessing the of this Microsite or parts thereof illegal;
- represent and warrant to Superdry that you intend to access the Microsite for information purposes only, that you have read and understood this notice and that you understand that it may affect your rights and responsibilities; and
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If you are not able to give these confirmations, you should click “I decline” and return to the homepage. By doing so, you will not be able to proceed to the Microsite.