THIS PART OF THE WEBSITE RELATES TO THE PRELIMINARY APPROACH FROM DBAY ADVISORS LIMITED (“DBAY”) REGARDING A POSSIBLE OFFER FOR TELIT COMMUNICATIONS PLC (“TELIT”) TO BE MADE BY FUNDS MANAGED BY DBAY (THE “POSSIBLE OFFEROR”) FOR TELIT (THE “POSSIBLE OFFER”).
YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT TELIT HAS DESIGNATED FOR THE PUBLICATION OF DOCUMENTS AND INFORMATION IN CONNECTION WITH THE POSSIBLE OFFER. PLEASE READ THE FOLLOWING DISCLAIMER AND SIGNIFY YOUR APPROVAL OR DISAPPROVAL BY CLICKING ON THE APPROPRIATE BUTTON AT THE BOTTOM OF THE PAGE. INFORMATION RELATING TO THE POSSIBLE OFFER IS BEING MADE AVAILABLE ON THIS PART OF THE TELIT WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
1. ACCESS TO INFORMATION RELATING TO THE POSSIBLE OFFER
Please read this notice carefully; it applies to all persons who view this part of the Telit website and, depending upon who you are and where you live, it may affect your rights or responsibilities. This part of the Telit website contains information relating to the Possible Offer. Please note that, as the Possible Offer progresses, the information contained on this part of the Telit website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the Telit website.
For regulatory reasons, Telit must ensure that persons seeking to access this part of the Telit website are made aware of the appropriate regulations for the country which they are in. In order to view information relating to the Possible Offer on this part of the Telit website, you must read the following and then press “I AGREE” to confirm that you have read and understood this disclaimer. If you are unable to confirm that you have read and understood this disclaimer, you should press “I DECLINE” and you will not be able to view any such information.
2. OVERSEAS PERSONS
Viewing or distribution of the information contained in this part of the Telit website may not be lawful in certain jurisdictions (“Restricted Jurisdictions”) and may be restricted by law and therefore persons viewing this part of the website, and into whose possession any information in this part of the website comes, should inform themselves about, and observe, any applicable restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.
By clicking "I AGREE" below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Telit 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, do not view the Information.
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 part of the Telit website by clicking on the "I DECLINE" box below and seek independent advice.
To the fullest extent permitted by applicable law, Telit and its directors, employees, agents and advisers, disclaim any and all responsibility or liability for the violation of such restrictions by any person.
3. NOTICE TO US HOLDERS
Telit shareholders ordinarily resident in the United States or with a registered addresses in the United States (and any custodian, nominee or trustee holding Telit shares for persons in the United States or with a registered addresses in the United States) (“US Holders”) should note that the Possible Offer relates to the securities of an English company with a listing on the AIM market of the London Stock Exchange.
It may be difficult for US Holders of Telit shares to enforce their rights and claims arising out of the US federal securities laws since Telit is organised in a country other than the United States and some or all of its officers and directors may be residents of, and some or all of its assets may be located in, jurisdictions other than the United States. US Holders may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. 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 judgment.
4. BASIS OF ACCESS TO INFORMATION RELATING TO THE POSSIBLE OFFER
The information relating to the Possible Offer that can be accessed via this part of the Telit website is being made available in good faith and for information purposes only and is subject to these terms and conditions. Any person seeking access to this part of the Telit website represents and warrants to Telit that they are doing so legally and for information purposes only. Making information relating to the Possible Offer available in electronic format on this part of the Telit website is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Possible Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.
Telit shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. If you are a Telit shareholder you should take no action based on the information available on this part of the website. Any Possible Offer will be made solely by means of either an offer document (if such Possible Offer is to be implemented by way of a takeover offer pursuant to Part 28 of the Companies Act 2006 (the "Act")) or a scheme document (if such Possible Offer is to be implemented by means of a scheme of arrangement pursuant to Part 26 of the Act), which will contain the full terms and conditions of the relevant Possible Offer, including details on how it may be accepted. Any action required by Telit shareholders in connection with the Possible Offer will only be set out in documents sent to or made available to Telit shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
The information contained in this part of the Telit website 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 Telit.
5. FORWARD-LOOKING STATEMENTS
Some of the information contained in this part of the Telit website may include statements that are or may be deemed to be “forward-looking statements”. All statements other than statements of historical facts included in this part of the website may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “goals”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects”, “hopes”, “continues”, “would”, “could”, “should” or words or terms of similar substance or the negative thereof, are forward-looking statements.
These statements are prospective in nature and are not based on historical facts, but rather on the current expectations, assessments and assumptions of the management of Telit and the Possible Offeror about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements.
Such forward-looking statements include statements about the expected effects of the Possible Offer on Telit or the Possible Offeror and all other statements other than historical facts. 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. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Telit or the Possible Offeror. Neither Telit nor any of its respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them assumes any obligation to update or correct the information contained in this part of the Telit website (whether as a result of new information, future events or otherwise) except as required by applicable law.
In relation to any document, announcement or information contained in this part of the Telit website, the only responsibility accepted by the directors of Telit is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Documents included in this part of the Telit website speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law Telit expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Possible Offer on this part of the Telit website, any updates or revisions to any statements in the Possible Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
None of the directors of Telit or its affiliated companies have reviewed, and none of them shall have any responsibility for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
If you are in any doubt about this part of the Telit website, or what action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
THE INFORMATION RELATING TO THE POSSIBLE OFFER THAT IS CONTAINED IN THIS PART OF THE TELIT WEBSITE MAY NOT BE DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH TELIT REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS PART OF TELIT’S WEBSITE REPRESENTS AND WARRANTS TO TELIT THAT THEY ARE DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY.
7. GOVERNING LAW
This notice shall be governed by, and interpreted in accordance with, English law.
8. CONFIRMATION OF UNDERSTANDING AND AGREEMENT TO DISCLAIMER
In order to view the material on this part of the website, by clicking on “I Agree” below, you confirm and agree that,
- You have read and understood the disclaimer set out above.
- You represent and warrant to Telit that you intend to access this part of the Telit website for information purposes only, that you have read and understood this notice and that you understand that accessing this part of the Telit website may affect your rights or responsibilities. You agree to be bound by these terms.
- You confirm that you are permitted to proceed to this part of the Telit website and that you are not (nor do you act on behalf of someone who is) subject to any laws or other local requirements that prohibit or restrict you from viewing the information contained in this part of the Telit website and you are not resident in any Restricted Jurisdiction or in any country that renders the accessing of this part of the Telit website or parts thereof illegal.
- You agree that you will not print, download, or otherwise seek to copy, mail, forward, transmit, transfer, distribute or send (directly or indirectly) any documents included in this part of the Telit website either in whole or in part to any person in any Restricted Jurisdiction or in any other jurisdiction where such distribution may be restricted by applicable law or regulation.
If you are not able to give these confirmations, you should click on I DECLINE below.