RECOMMENDED OFFER FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF LOUNGERS PLC (“LOUNGERS”) BY CF EXEDRA BIDCO LIMITED (“BIDCO”), A NEWLY FORMED COMPANY WHOLLY-OWNED BY INVESTMENT VEHICLES ADVISED AND MANAGED BY FORTRESS INVESTMENT GROUP, LLC (THE “OFFER”).
THIS SECTION OF THE WEBSITE (THE “MICRO-SITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY LOUNGERS AND/OR THE PARTIES RELATING TO THE OFFER IN COMPLIANCE WITH THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS (A) NOT DIRECTED AT, AND IS NOT 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 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 TO LOUNGERS SHAREHOLDERS IN THAT JURISDICTION (“RESTRICTED JURISDICTION”) OR (B) NOT FOR DISTRIBUTION IN OR INTO ANY RESTRICTED JURISDICTION. 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.
Access to information relating to the Offer.
You are attempting to enter the Micro-site, which is designated for the publication of documents and information in connection with the Offer.
Please read this notice carefully. It applies to all persons who view this Micro-site and, depending upon who you are and where you live, it may affect your rights and responsibilities. Loungers reserves the right to amend or update this notice and the information contained herein from time to time, and therefore this notice should be read carefully each time you attempt to visit the Micro-site.
For regulatory reasons, Loungers has to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view the Information, you are required to read the following and then, if you are able to agree, click on “I agree” below. If you are unable to agree, you should click on “I disagree” and you will not be able to view the Information.
Overseas Persons
The Information is not for publication or distribution, directly or indirectly, in or into any Restricted Jurisdiction and the availability of the Information to shareholders who are not resident in the United Kingdom may be affected by the laws of those jurisdictions. 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 such materials. Any person resident or located 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 resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements
of your jurisdiction. 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 web page by clicking on “I disagree” below. Loungers and any offeror or potential offeror and their respective directors, employees, agents and advisers, do not assume any responsibility for any violation by any person of these restrictions.
The Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving the Information (including custodians, nominees and trustees) must not distribute or send it in, into or from, directly or indirectly, a Restricted Jurisdiction.
By clicking on “I agree” below, you represent and warrant that you are not a national of, or resident in, a Restricted Jurisdiction and that Loungers is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give this representation and warranty, do not click on “I agree” below.
If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this web page by clicking on “I disagree” below and seek independent advice.
To the fullest extent permitted by applicable law, Loungers and any offeror or potential offeror and their respective directors, employees, agents and advisers, disclaim any and all responsibility or liability for the violation of such restrictions by any person.
Various contents of the Micro-site have been prepared in accordance with English law and the Code, and, accordingly, the Information may not be the same as that which would have been made available in jurisdictions outside the United Kingdom.
Notice to US investors in Loungers
Shareholders of Loungers in the United States should note that the Offer relates to the shares of an English company with a quotation on AIM and is proposed to be made by means of a scheme of arrangement (“Scheme”) provided for under, and which is governed by, the laws of England and Wales. If the Offer is carried out under the Scheme, it is expected that any shares issued pursuant to the Offer would be issued in reliance upon the exemption from the registration requirements under the US Securities Act provided by Section 3(a)(10) thereof and would not be registered under the US Securities Act. Securities issued pursuant to the Scheme will not be registered under any laws of any state, district or other jurisdiction of the United States, and may only be issued to persons resident in such state, district or other jurisdiction pursuant to an exemption from the registration requirements of such laws.
Neither proxy solicitation rules nor the tender offer rules under the US Exchange Act will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure and procedural requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules. If, in the future, Bidco exercises the right to implement the Offer by way of a takeover offer under the Code (“Takeover Offer”) and determines to extend the offer into the United States, the Offer will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act. Such a Takeover Offer would be made in the United States by Bidco and no one else. In accordance with normal
United Kingdom practice and consistent with Rule 14e-5 under the US Exchange Act, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the US either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including, to the extent applicable, the US Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
The financial information contained in this Micro-site has been or will have been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with IFRS in the United States.
The receipt of consideration by a US holder for the transfer of its shares pursuant to the Offer may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as non-US and other, tax laws. shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Offer applicable to them, including under applicable US federal, state and local, as well as non-US and other, tax laws.
It may be difficult for US holders of shares to enforce their rights and any claim arising out of the US federal laws or to enforce against them a judgment of a US court predicated upon the securities laws of the United Kingdom, since Bidco and Loungers are incorporated in a non-US jurisdiction, and some or all of their officers and directors may be residents of countries other than the United States. US holders of shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the 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 judgement.
Forward-looking statements
The Information (including any information incorporated by reference) may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Loungers and any offeror and certain plans and objectives of the boards of directors (or other representatives) of Loungers and any offeror. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Without limitation, any statements preceded or followed by or that include words such as, “plan”, “target”, “believe”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “goal”, “will”, “may”, “should”, “would”, “could” or words or terms of similar import or substance or the negative of such words are forward-looking statements. These statements are based on assumptions and assessments made by the boards of directors (or other representatives) of Loungers and/or any offeror in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-
looking statements. In any event, these statements speak only as of the date on which they are made, and, subject to compliance with the Code and applicable law, Loungers does not intend, nor undertakes any obligation, to update or revise any such statement except as required by applicable law or regulation.
Basis of access to Information
Access to the Information is being made available by Loungers in good faith and for information purposes only. Any person seeking access to the Information represents and warrants to Loungers and any offeror that he or she is doing so for information purposes only. Making Information available in electronic format does not constitute an invitation or offer to sell or the solicitation of an offer to buy, or subscribe for, shares in Loungers or any offeror nor does it constitute an invitation, solicitation or recommendation by Loungers, any offeror or any other person to any other person to take any other action in relation to the Offer.
You should not forward, transmit, share or show the Information to any person. In particular, you should not forward, share or transmit the Information directly or indirectly in, into or from any Restricted Jurisdiction.
If you are in any doubt about the contents of this disclaimer, the Information or the Micro-site or, where applicable, the action you should take, you should seek your own financial advice from, if you are located in the United Kingdom, 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 actions or decisions required by Loungers’s shareholders in connection with the Offer should only be made on the basis of the information set out in documents sent to or made available to Loungers’ shareholders.
Responsibility
Subject to any continuing obligations under applicable law or any relevant regulatory requirements, Loungers and any offeror and each of their respective affiliated companies expressly disclaim any obligation to disseminate, after the date of the posting of any document or announcement on the Micro-site, any updates or revisions to any statements in such documents or announcements in relation to the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based, unless the responsibility statement in any relevant document expressly provides otherwise.
In relation to any materials contained on the Micro-site, the only responsibility accepted by the directors of Loungers and/or any offeror and/or other responsible representative of Loungers and/or any offeror (“Responsible Persons”) is for the correctness and fairness of their reproduction or presentation unless the responsibility statement in any relevant document expressly provides otherwise.
The Responsible Persons are responsible in the terms set out above solely for the relevant materials contained on the Micro-site and not for any other information on the website which you may visit on leaving the Micro-site.
None of the Responsible Persons, Loungers, any offeror nor any of their respective directors, employees, agents or advisers have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to the Micro-site by a third party.
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.
Confirmation of understanding and acceptance of disclaimer
By clicking on the link below labelled “I agree” you represent and warrant to each of Loungers and any offeror that:
1. you have read and understood the terms set out above and which you understand may affect your rights and responsibilities;
2. you are not (nor do you act on behalf of someone who is) resident in any country or jurisdiction that renders the accessing of the Micro-site illegal or otherwise resident in any Restricted Jurisdiction;
3. you are lawfully entitled to access the Information available to you in this Micro-site under all applicable laws and regulations and are otherwise permitted to proceed to the Micro-site;
4. you will not download, forward, transfer, share or distribute (by any means including by electronic transmission) any documents included in the Micro-site either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation;
5. you intend to access the Micro-site for information purposes only, that you have read and understood this notice and that you understand that it may affect your rights or responsibilities; and
6. no person (including, without limitation, Loungers, any offeror or their respective directors, employees, agents or advisers) will breach any applicable law or regulation in connection with your access to this Micro-site and/or your viewing of the Information.