Combination of Honeycomb Investment Trust plc (“HIT”) and Pollen Street Capital Holdings Limited (“PSC”) (the “Combination”)
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THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE "INFORMATION") PUBLISHED BY HIT AND/OR PSC RELATING TO THE COMBINATION 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 Microsite and, depending on where you are located, may affect your rights or responsibilities. PSC 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 Microsite may be amended at any time, in whole or in part, at the sole discretion of PSC.
To allow you to view information about the Combination, you must read this notice and then 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 Combination.
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 Combination or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The full terms and conditions of the Combination will be set out in a prospectus and circular published by HIT in connection with the Combination, including details on any action required to be taken by HIT shareholders. Any decision made in relation to the Combination should be made solely and only on the basis of the information provided in any such prospectus and circular.
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.
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Additional U.S. information
None of the securities referred to in this Microsite or the Combination have been approved or disapproved by the 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 fairness or merits of the Combination or adequacy or accuracy of this area of this Microsite. Any representation to the contrary is a criminal offence in the United States.
The securities of HIT (or a new holding company of HIT) which are proposed to be issued to PSC shareholders as part of the Combination (together with any shares in a new holding company of HIT that are issued pursuant to a scheme of arrangement between HIT and its members, the “Scheme”) (the “Purchaser Securities”) have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold, resold or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities law of any state or other jurisdiction of the United States. There will be no public offering of any Purchaser Securities in the United States.
Any Scheme proposed in connection with the Combination would relate to the shares of a UK company and is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules of the US Exchange Act. Any Scheme proposed in connection with the Combination would be subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of the US securities laws. Financial information included in in this section of the website will have been prepared in accordance with accounting standards applicable in the United Kingdom 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.
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 HIT and the HIT Group (being HIT and its subsidiaries and subsidiary undertakings) and PSC and the PSC Group (being PSC and its subsidiaries and subsidiary undertakings) following the implementation of the Combination.
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 HIT and the HIT 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.
There are a number of factors that could affect the future operations of HIT and the HIT Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. Many of these factors relate to risks that are beyond HIT's and PSC's ability to control or estimate precisely, such as future market conditions, changes in regulatory environment and the behaviour of other market participants.
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.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of HIT, the HIT Group, PSC or the PSC 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 Combination-related materials accessible on this Microsite please note any statement of responsibility contained therein.
The documents included in this Microsite issued or published by PSC speak only at the specified date of the relevant document and PSC has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other Combination-related materials issued or published by any third party that are accessible on this website, the only responsibility accepted by PSC and its directors is for the correctness and fairness of its reproduction.
Neither the directors of PSC, nor PSC, 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.
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