DISCLAIMER - IMPORTANT
Recommended mandatory cash offer (the “Offer”) for the entire issued and to be issued ordinary share capital of Redx Pharma plc (“Redx”) by RM Special Holdings 3, LLC (“Redmile”).
ACCESS TO THIS SECTION OF THE WEBSITE 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. THE INFORMATION IS 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.
THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY REDMILE AND/OR REDX 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.
THE OFFER CANNOT BE VALIDLY ACCEPTED BY REDX’S SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF THE OFFER DOCUMENTS FROM THIS WEBSITE.
The Information does not constitute an offer to sell or otherwise dispose of or any 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.
Access to the Information
Nothing on, or which can be downloaded from, this webpage constitutes an offer for sale or subscription or any solicitation for any offer to buy or subscribe for any securities in any jurisdiction. Making the Information available does not constitute a recommendation by the Company or any other party to sell or buy securities in the Company.
Confirmation of representation
You are attempting to enter the part of the website that is designated for the publication of Information in connection with the Offer.
Please read this notice carefully - it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights or responsibilities. This notice and the information contained herein may be altered or updated from time to time, and should be read in full carefully each time you visit this part of the website.
Any person seeking to access this part of the website represents and warrants to Redx that they are doing so for information purposes only. The Offer is intended to be implemented by means of a contractual offer under the Code and within the meaning of Part 28 of the Companies Act 2006. The Information does not constitute a solicitation of any acceptance or approval pursuant to the Offer. The full terms and conditions of the Offer will be set out in the formal offer document to be sent to Redx shareholders, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely on the basis of the information provided in any such document.
The information contained herein is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction (a “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 relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable regulatory and legal requirements.
Unless otherwise required by the Code, and permitted by applicable law and regulation, the Offer shall not be made available, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws of that jurisdiction and no person may accept the Offer by any such use, means, instrumentality or from within a jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
Additional US information
The Offer relates to the shares of a UK company and will be subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in this section of the website may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult or impossible for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer, since Redx is located in a country other than the United States and some or all of its officers and directors may be residents of countries other than the United States. US holders of shares in Redx may not be able to sue Redx or its respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel Redx and its affiliates to subject themselves to the jurisdiction or judgment of a US court.
It is your responsibility to satisfy yourself as to the full observance of any laws and regulatory requirements. If you are not permitted to view the Information on this website, 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. Redx and its respective advisers do not assume any responsibility for any violation by any person of these restrictions.
The information (including information incorporated by reference) and documents in this section of the website may contain forward-looking statements regarding the financial position, business strategy, plans and objectives of management for future operations of Redmile and Redx. All statements other than statements of historical facts included in any document may be forward looking statements. Forward-looking statements also often use words such as “anticipate”, “believe”, “intend”, “estimate”, “expect”, “plan”, “goal”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could” and words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, and readers are cautioned not to place undue reliance on such statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements. The important factors that could cause Redmile’s or Redx’s actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, changes in the global, political, economic, business, competitive, market and regulatory forces, the cyclical nature of the property market, planning risks, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. These forward-looking statements speak only as of the date of the respective documents. Redx expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).
Unless expressly stated otherwise, no statement contained or referred to in this section of the website is intended to be a profit forecast.
Responsibility for information
In relation to the Information, the only responsibility accepted by the directors of Redx (the “Responsible Persons”) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons nor Redx or its affiliated companies 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 this website by a third party.
The Information speaks only at the specified date of the relevant Information and none of Redx or its affiliated companies has or accepts any responsibility or duty to update such Information (other than to the extent such duty arises as a matter of law).
If you are in any doubt about the contents of this part of the website 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.
WG Partners LLP ("WG Partners"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Redx and no one else in connection with the Offer and will not be responsible to anyone other than Redx for providing the protections afforded to clients of WG Partners nor for providing advice in relation to the Offer.
Cantor Fitzgerald Europe ("CFE"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Redx and no one else in connection with the Offer and will not be responsible to anyone other than Redx for providing the protections afforded to clients of CFE nor for providing advice in relation to the Offer.
THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
This notice shall be governed by and interpreted in accordance with English law.
Confirmation of understanding and acceptance of disclaimer
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- I represent and warrant to Redx that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
- I agree to be bound by the terms of the notice set out above and I confirm that I am permitted to proceed to this part of the site.
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