Recommended cash offer (the “Offer”) for Stride Gaming plc (“Stride”) by The Rank Group Plc (“Rank”)
ACCESS TO THIS AREA 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 A RESIDENT OF OR LOCATED IN SUCH A JURISDICTION OR ACTING ON BEHALF OF SOMEONE ELSE WHO IS A RESIDENT OF OR LOCATED IN A RESTRICTED 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 CONSENT OR OTHER FORMALITY WHICH RANK REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”). IN PARTICULAR, BUT WITHOUT LIMITATION, THE UNITED STATES AND ANY STATE OR JURISDICTION IN THE UNITED STATES IS CONSIDERED FOR THESE PURPOSES TO BE A RESTRICTED JURISDICTION.
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY RANK 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.
Basis of 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 Microsite and, depending on where you are located, may affect your rights or responsibilities. Rank 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 this part of Microsite may be amended at any time, in whole or in part, at the sole discretion of Rank.
To allow you to view the Information, you must read this notice and then click “I CONFIRM”. If you are unable to agree, you should click “I DECLINE” and you will not be able to view the Information.
The Information contained in this Microsite is not intended to and does not constitute or form part of an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for or otherwise acquire any securities, the solicitation of a vote or approval for any transaction, or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Offer will be made solely by means of a scheme or offer document which will contain the full terms and conditions of the Offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely and only on the basis of the information provided in any such document.
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 Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
Unless otherwise determined by Rank or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. The Offer (unless otherwise permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction, and the Offer will not be capable of acceptance from or within 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 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 ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN IN OR INTO ANY RESTRICTED JURISDICTION.
This Microsite contains Information that has been prepared for the purposes of complying with English law, Jersey 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 and Jersey.
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 US Information
The Offer relates to shares of a company incorporated in Jersey and is proposed to be effected by means of a scheme of arrangement under the laws of Jersey. Neither the US proxy solicitation rules nor the tender offer rules under the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”), apply to the Offer. Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in the United Kingdom and Jersey to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if Rank were to elect to implement the Offer by means of a takeover offer, such takeover offer would be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover offer, if it were to be made in the United States, would be made by Rank and no one else. In addition to any such takeover offer, Rank, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Stride other than pursuant to 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 United States and would comply with applicable law, including the US Exchange Act.
None of the securities referred to in this Microsite or in any document accessible through this Microsite have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Offer by a US holder as consideration for the transfer of its Stride shares pursuant to the Offer will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Stride Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Offer applicable to him or her.
It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Stride is located in a country other than the US, and some or all of its officers and directors may be residents of countries other than the United States. US holders 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 judgement.
Financial information included in this Microsite or in any document accessible through this Microsite has been or will have been prepared in accordance with non-US accounting standards that 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 United States.
Cautionary note relating to forward-looking statements
This Microsite contains Information which may include statements which are, or may be deemed to be, forward looking statements. All statements other than statements of historical facts included in any Information 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 Rank’s or Stride’s operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Rank’s or Stride’s businesses.
Such forward looking statements involve risks and uncertainties that could significantly affect 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. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date of the relevant document within which the statement is contained. Neither Rank, Stride, Evercore Partners International LLP (“Evercore”), Investec Bank plc (“Investec”), Peel Hunt LLP (“Peel Hunt”) nor Goodbody Stockbrokers UC (“Goodbody”) nor any of their respective affiliates nor the directors, officers, members, employees or advisers of any such person, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any such forward looking statements will actually occur. Given these risks and uncertainties, no reliance should be placed on forward looking statements.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. The Information included in this Microsite issued or published by Rank or Stride, speaks only at the specified date of the relevant document in which it is contained. Rank, Stride, Evercore, Investec, Peel Hunt, Goodbody and each of their respective affiliates and the directors, officers, members, employees or advisers of each such person expressly disclaims any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
All subsequent oral or written forward looking statements attributable to Rank, Stride and each of their respective affiliates and the directors, officers, employees or advisers of each such person are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in any of the Information.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast 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 for Rank or Stride.
In relation to any Offer related materials accessible on this Microsite please note any statement of responsibility contained therein.
In relation to any document, announcement or information contained on this Microsite, the only responsibility accepted by Rank and the directors of Rank, is for the correctness and fairness of its reproduction and presentation unless a responsibility statement in any document expressly provides otherwise. Save as aforesaid, neither Rank, Evercore nor their respective affiliates or the directors, officers, employees or advisers of any such person shall be responsible for or accepts any liability in respect of, any document, announcement or information in this Microsite.
Neither Rank, Evercore, Peel Hunt, Goodbody nor their respective affiliates or the directors, officers, members, employees or advisers of any such person 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.
This notice, and the terms on which you access this Microsite, are governed by and shall be construed in accordance with English law.
In order to view the material on the Microsite, by clicking on “I CONFIRM” box below, you confirm and accept that:
- you have read and understood the notice set out above and you agree to be bound by its terms;
- you are a resident of or located in the United Kingdom or another jurisdiction where you are not (and you are not acting on behalf of someone who is) subject to any laws or other local requirements that prohibit or restrict you from viewing the Information and you are not a resident of or located in, or acting on behalf of someone who is, in a Restricted Jurisdiction;
- you will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any person who is resident in or located in a Restricted Jurisdiction; and
- you represent and warrant to Rank that you intend to access this Microsite for information purposes only.
If you are not able to give these confirmations, you should click on I DECLINE below.