PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBPAGE AND, DEPENDING ON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS AND/OR RESPONSIBILITIES. PLEASE NOTE THAT THIS NOTICE AND THE INFORMATION CONTAINED IN IT MAY BE ALTERED OR UPDATED FROM TIME TO TIME, AND SHOULD BE READ IN FULL EACH TIME YOU VISIT THE SITE. IN ADDITION, THE CONTENTS OF THIS WEBPAGE MAY BE AMENDED AT ANY TIME, IN WHOLE OR IN PART, AT THE SOLE DISCRETION OF COMMUNISIS PLC (“COMMUNISIS”).
ACCESS TO THE MATERIALS CONTAINED IN THIS SECTION OF THE WEBSITE (THE “MICROSITE”) 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 THE WEBSITE. IF YOU ARE UNABLE, OR HAVE ANY DOUBT WHETHER YOU ARE ABLE TO PROVIDE THE NECESSARY CONFIRMATION, YOU SHOULD PRESS ‘I DECLINE’ BELOW AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE OFFER.
THESE MATERIALS ARE NOT DIRECTED AT, OR TO BE ACCESSED BY, PERSONS LOCATED IN ANY JURISDICTION WHERE THE RELEVANT ACTION 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 COMMUNISIS REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”) AND, UNLESS OTHERWISE DETERMINED BY COMMUNISIS AND PERMITTED BY APPLICABLE LAW AND REGULATION, IT IS NOT INTENDED THAT THESE MATERIALS BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.
ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS MICROSITE BY COMMUNISIS IN GOOD FAITH, FOR INFORMATION PURPOSES ONLY AND 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 COMMUNISIS OR ITS SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THIS WEBSITE.
BASIS OF ACCESS
The information contained on this Microsite is in respect of the recommended cash offer (the “Offer”) by OSG Bidco Limited (“Bidco”), a wholly-owned indirect subsidiary of OSG Group Holdings, Inc. (“OSG”), to acquire the entire issued and to be issued share capital of Communisis. In particular, the information contained in this Microsite does not constitute an offer to sell, or otherwise dispose of, or an invitation or solicitation of any offer to purchase or subscribe for, any securities, or the solicitation of any vote or approval, pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
It is intended that the Offer will be effected by way of a scheme arrangement under Part 26 of the Companies Act 2006, although Bidco reserves the right to effect the Offer by means of a contractual offer within the meaning of Part 28 of the Companies Act 2006. The full terms and conditions of the Offer will be set out in the scheme circular or, as the case may be, offer document. In deciding how to vote in respect of the scheme of arrangement to effect the Offer or, as the case may be, whether to accept the Offer, shareholders of Communisis should rely only on the information contained, and procedures described, in the scheme circular or, as the case may be, offer document (in each case, when published).
Moelis & Company (“Moelis”), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Communisis and for no one else in connection with the Offer and other matters described in the documents contained in this Microsite, and will not be responsible to anyone other than Communisis for providing the protections afforded to clients of Moelis nor for providing advice in relation to the Offer, the contents of the documents contained in this Microsite or any other matter referred to herein. Moelis has given, and not withdrawn, its consent to the inclusion in the documents contained in this Microsite of the references to its name and the advice it has given to Communisis in the form and context in which they appear.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither Communisis nor any of its affiliated companies has, or accepts, responsibility or any duty to update any such information, document or announcement. Communisis 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 contained in this Microsite, the only responsibility accepted by the directors of Communisis (“Responsible Persons”) is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons, Communisis or any of its affiliated companies have reviewed, and none of them 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 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
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 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 and should inform themselves about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.
If you are not permitted to view materials on this Microsite please exit this Microsite. 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.
Copies of the contents of the Microsite are 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 and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction. You should not forward, transmit or show the announcements, information or documents contained on the Microsite. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.
This Microsite (including information incorporated by reference on the Microsite) may contain statements made regarding the Offer, and other information published by OSG, Bidco or Communisis about OSG, Bidco and Communisis that are or may be deemed to be “forward-looking statements”. All statements other than historical statements of fact may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects” or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of OSG’s, Bidco’s or Communisis’s operations and potential synergies resulting from the Offer; and (iii) the effects of governmental regulation on OSG’s, Bidco’s or Communisis’s business.
Such forward-looking statements involve risks and uncertainties that could significantly affect the expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including: increased competition, the loss of or damage to one or more key customer relationships, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in the economic conditions, currency fluctuations, changes in interest and tax rates, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Due to such uncertainties and risks, users of the webpage are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of the respective documents. Communisis disclaims any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.
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 Communisis or any of its affiliates for current or future financial years will necessarily match or exceed the historical published earnings per share for Communisis.
This notice shall be governed by and interpreted in accordance with English law.
CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER
BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, YOU CERTIFY THAT:
IF YOU ARE NOT ABLE TO GIVE THESE CONFIRMATIONS, YOU SHOULD CLICK ON ‘I DECLINE’ BELOW.