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ACCESS TO THIS AREA OF THE 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 AREA OF THE WEBSITE. 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 GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH [VALKYRIE (“VALKYRIE”)], ON BEHALF OF CERTAIN OF ITS AFFILIATED FUNDS AND THEIR SUBSIDIARIES, REGARDS AS UNDULY ONEROUS.
THE INFORMATION CONTAINED IN THIS WEBSITE IS MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
You are attempting to enter the area of this website that is designated for the publication of announcements, documents and other information (including information incorporated by reference, together, the “Information”) in connection with the [preliminary consideration by certain investment funds and their subsidiaries managed by affiliates of [Valkyrie] of a possible [cash] offer for [Ran] (the “Company”) (the “Potential Offer”)]. [In particular, the Information is not intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of, or any invitation or solicitation of, an offer to purchase, subscribe for or otherwise acquire any securities, or the solicitation of a vote or approval, in each case pursuant to the Potential Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. If an offer is made for the Company, it will be made solely by means of an offer or scheme document which will contain the full terms and conditions of such offer, including details on how it may be accepted. Any decision made in relation to such offer should be made solely and only on the basis of the information provided in any such document.]
Access to the Website
If you would like to view this area of the website, please read this notice carefully. This notice applies to all persons who view this area of the website and, depending on who you are and where you are located, may affect your rights or responsibilities. [Valkyrie] 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 area of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of [Valkyrie].
The Information speaks only at the date specified in the relevant document. [Valkyrie] does not have, and do 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 area of the website at any time (other than to the extent such duty arises as a matter of applicable law or regulation).
If you are in doubt about the contents of this area of the website or the action you should take, you should seek advice from an independent financial adviser authorised and regulated in the United Kingdom by the Financial Conduct Authority or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser as to the suitability of any action.
The Information 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 [Valkyrie] or the Company.
Responsibility
In relation to any Information, the only responsibility accepted by the directors of [Valkyrie] is for the correctness and fairness of its reproduction unless a responsibility statement in any relevant document expressly provides otherwise.
Neither [Valkyrie], its affiliates, nor any of their respective directors or advisers, 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 area of the website.
Overseas Persons
As a consequence of legal restrictions, the Information is not for the release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction or would result in a requirement to comply with any governmental or other consent on any registration, filing or other formality which [Valkyrie] in its sole discretion regards as unduly onerous (a “Restricted Jurisdiction”); accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view the Information.
All persons resident or located outside the United Kingdom who wish to view the Information contained in this area of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.
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 area of the website.
You should not forward, transmit or show the Information to any person. In particular, you should not forward or transmit the Information to any jurisdiction where it would be unlawful to do so.
The area of the website contains Information that has been prepared for the purposes of complying with English law, the City Code on Takeovers and Mergers and other English law disclosure requirements and the Information disclosed, as well as its format and style, may not be the same as that which would have been disclosed if the Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
Additional US information
The Potential Offer relates to securities of an English company and will be subject to United Kingdom procedural and disclosure requirements that are different from those of the United States (“US”). Financial statements or other financial information included in this area of the website may have been prepared in accordance with accounting standards applicable in the United Kingdom 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, which may differ in certain significant respects from accounting principles and standards applicable in the United Kingdom.
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. US holders of shares in the Company may not be able to bring a claim against a non-US company or its officers or directors in a non-US court for violations of US federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the jurisdiction or judgment of a US court.
It is your responsibility to satisfy yourself as to the full observance of any laws and regulatory requirements. 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 area of the website. Neither [Valkyrie], its affiliates, nor any of their respective directors or advisers, assume any responsibility for any violation by any person of these restrictions.
Forward Looking Statements
The Information may contain certain "forward-looking statements" regarding the financial position, business strategy or plans for future operations of [Valkyrie] or the Company and their respective affiliates. All statements other than statements of historical fact included in any document may be forward-looking statements. Forward-looking statements also often use words such as "believe", "expect", "estimate", "intend", "anticipate", “target”, “forecast”, “plan”, “budget”, “scheduled” “goal”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could” and words of a similar meaning. By their nature, forward-looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants and other unknown or unpredictable factors, and therefore undue reliance should not be placed on such statements which speak only as at the date of the relevant document. [Valkyrie] assumes no obligation to, and does not intend to, revise or update any forward-looking statements, except as required pursuant to applicable law or regulation.
Unless expressly stated otherwise, no statement in this notice, section of the website, or the Information is intended to constitute a profit forecast or quantified financial benefits statement 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.
THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE PRINTED, DOWNLOADED, FORWARDED, DISTRIBUTED, MAILED, TRANSMITTED OR SHARED (BY ANY MEANS) WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
Electronic versions of these materials 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.
This notice shall be governed by, and interpreted in accordance with, English law.
Acceptance of disclaimer
If you are not resident or located in a Restricted Jurisdiction and are able to give the confirmations, representations and warranties set out below, please click on “CONFIRM” below.
Confirmation of Understanding and Acceptance
By clicking on “CONFIRM” below, you are making the following confirmations, representations and warranties to [Valkyrie]:
- 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.
- I am a resident of, or located in, the United Kingdom or another jurisdiction into which the distribution of the Information does not constitute a violation of the relevant laws or regulations of such jurisdiction.
- I am not (nor do I act on behalf of someone who is) resident or located in a Restricted Jurisdiction.
- I agree that I will not print, download, or otherwise seek to copy, forward, transfer or distribute (by any means, including by electronic transmission) any of the Information 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 agree to be bound by the terms of this notice.
If you are not able to give these confirmations (as applicable), we cannot provide you with the Information or access to this area of the website and you should click on the “DECLINE” box below.