McKay Securities Ltd
Recommended offer (the “Offer”) for McKay Securities Plc (“McKay”) by Workspace Group plc (“Workspace”).
PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO ACCESS THIS SITE.
ACCESS TO THIS SECTION 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 SECTION 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 CONSENT OR OTHER FORMALITY WHICH MCKAY REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE "INFORMATION") PUBLISHED BY MCKAY AND WORKSPACE RELATING TO THE 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.
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 part of the website and, depending on where you are located, may affect your rights or responsibilities.
McKay 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 the Microsite may be amended at any time, in whole or in part, at the sole discretion of McKay.
To allow you to view information about the Offer, you must read this notice and then, if you agree, click "I ACCEPT". If you are unable to agree, you should click "I DECLINE" and you will not be able to view information about the Offer.
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 pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
If an offer is made, that offer will be made solely by means of an offer or scheme document which contains the full terms and conditions of the offer, including details on how it may be accepted. Any decision made in relation to an offer should be made solely and only on the basis of the information provided in any such document.
AN OFFER CANNOT BE VALIDLY ACCEPTED BY MCKAY SHAREHOLDERS OR ANY OTHER PERSON BY MEANS OF DOWNLOADING A COPY OF ANY INFORMATION FROM THIS WEBSITE. MCKAY SHAREHOLDERS SHOULD SEEK ADVICE FROM AN INDEPENDENT FINANCIAL ADVISER AS TO THE SUITABILITY OF ANY ACTION FOR THE INDIVIDUAL CONCERNED.
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 OR WITH ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO 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.
Additional Information for US Investors
Shareholders in the United States (“US”) should note that the Offer relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, English law (a “Scheme”). Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934 (“US Exchange Act”), as amended, will apply to the Scheme. Moreover the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in this Microsite has been or will be prepared in accordance with accounting standards applicable in the UK 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 US. Alternatively, the Offer may be proposed to be implemented by way of a takeover offer as defined under section 974 of the Companies Act 2006 (a “Takeover Offer”). If Workspace exercises its right to implement the Offer by way of a Takeover Offer and determines to extend the offer into the US, such offer will be made in compliance with applicable US securities laws and regulations.
McKay and Workspace are each organised under the laws of England. Some or all of the officers and directors of McKay and Workspace are residents of countries other than the US. It may not be possible to sue McKay and Workspace in a non-US court for violations of US securities laws. It may be difficult to compel McKay, Workspace and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.
The receipt of cash and shares by a US holder of McKay shares as consideration for the transfer of its shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each McKay shareholder (including US holders) is urged to consult its independent professional adviser immediately regarding the tax consequences of the Offer applicable to them.
To the extent permitted by applicable law, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Workspace or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase McKay shares outside of the US, other than pursuant to the Offer, until the date on which the proposed Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
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 McKay and its subsidiaries and subsidiary undertakings from time to time (the “McKay Group”) and Workspace and its respective subsidiaries and subsidiary undertakings from time to time (the “Workspace Group”) following the publication of information regarding 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 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 McKay and the McKay Group and/or Workspace and the Workspace 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" and similar terms and phrases. Although McKay and Workspace believe that the expectations reflected in such forward-looking statements are reasonable, McKay and Workspace can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could affect the future operations of McKay and the McKay Group and/or Workspace and the Workspace Group 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) in the event that Workspace makes an offer for McKay, the ability to obtain requisite shareholder approval and the satisfaction of any other conditions enclosed in the offer; (b) the enactment of legislation or regulation that may impose costs or restrict activities; (c) the re-negotiation of contracts or licences; (d) fluctuations in demand and pricing in the commercial property industry; (e) changes in government policy and taxations; (f) changes in political conditions, economies and markets in which McKay and Workspace operate; (g) changes in the markets from which McKay and Workspace raise finance; (h) the impact of legal or other proceedings; (i) changes in accounting practices and interpretation of accounting standards under IFRS; (j) changes in interest and exchange rates; (k) industrial disputes; and (l) war and terrorism.
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. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in the annual report and financial statements, interim reports and trading updates of McKay (available at McKay’s corporate website). These factors also should be considered by the reader.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of McKay, the McKay Group, Workspace and/or the Workspace Group 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.
In relation to any materials connected with the Offer accessible on this Microsite, please note any statement of responsibility contained therein. The documents included in this Microsite issued or published by McKay speak only at the specified date of the relevant document and McKay has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other materials relating to the Offer which are issued or published by a third party that are accessible on this website, the only responsibility accepted by McKay and its directors is for the correctness and fairness of its reproduction.
Neither the directors of McKay nor Workspace, nor any of their 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.
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.
This notice shall be governed by and construed in accordance with English law.
Confirmation of understanding and acceptance