Disclaimer
Important information
This area of the website (“Microsite“) has been established for the publication of electronic versions of announcements, documents, and information (collectively, the “Information“) relating to the proposed acquisition (the “Proposed Transaction“) by Riverfort Global Opportunities plc (“RGO“), a public limited company incorporated and registered in England & Wales (company number 00269566) with ordinary shares admitted to trading on AIM, the market of that name operated by London Stock Exchange plc (“AIM“), of certain subsidiaries of S-Ventures plc (“S-Ventures“), a public limited company incorporated and registered in England & Wales (company number 12723377) with ordinary shares admitted to trading on the Aquis Stock Exchange Growth Market.
The Proposed Transaction is subject to the City Code on Takeovers and Mergers (the “Takeover Code“), the AIM Rules for Companies (the “AIM Rules“), and English law.
The Information on this Microsite is being made available in good faith and for informational purposes only, in compliance with the Takeover Code, the AIM Rules, and applicable regulations. Access to this Microsite and the Information it contains is subject to the terms and conditions set out below, which you should read carefully before proceeding.
By accessing this Microsite, you agree to be bound by these terms.
Availability of Information
The Information on this Microsite does not constitute, or form part of, an offer to purchase or otherwise acquire, or to sell or otherwise dispose of, any securities, nor does it constitute an invitation or solicitation of any offer to purchase, acquire, sell, or dispose of securities, or the solicitation of any vote or approval in any jurisdiction where such actions would be unlawful. Any decision regarding the Proposed Transaction should be made solely on the basis of the information contained in the formal AIM admission document and any related circular, once published, and not on any preliminary Information provided on this Microsite.
Access to this Microsite may be restricted under securities laws or regulations in certain jurisdictions (“Restricted Jurisdictions“). The Information is not directed at, nor intended to be accessible by, persons resident in any Restricted Jurisdiction where doing so would violate applicable laws or regulations or would impose an unduly onerous requirement on RGO to obtain consents or comply with formalities. You are responsible for ensuring that your access to this Microsite complies with the laws and regulations of your jurisdiction. If you are in doubt about your eligibility to access this Information, you should not proceed further.
Restricted Jurisdictions
Viewing, downloading, or distributing the Information on this Microsite may be prohibited or restricted by securities laws in certain jurisdictions outside the United Kingdom of Great Britain and Northern Ireland (“UK“). Persons (including custodians, nominees, and trustees) seeking to access this Microsite from outside the UK must first satisfy themselves that they are not subject to local laws or regulations that prohibit or restrict such access, and they must comply with all applicable legal and regulatory requirements in their jurisdiction.
You must not download, mail, forward, distribute, send, or share the Information or documents on this Microsite to any person in a Restricted Jurisdiction or to any person where doing so would be unlawful. RGO reserves the right to refuse access to the Information if it believes such access would breach applicable laws or regulations.
Additional information for U.S. shareholders
Shareholders of RGO or S-Ventures located in the United States of America, its states, territories, and possessions (“U.S.” or “United States“) should note that the Proposed Transaction involves securities of companies incorporated in England and is subject to UK procedural and disclosure requirements under the Takeover Code, the AIM Rules, and English law, which differ from U.S. securities laws. The Proposed Transaction is not subject to the proxy solicitation rules or tender offer rules under the U.S. Securities Exchange Act of 1934, as amended.
The Proposed Transaction will be subject to the disclosure requirements and practices applicable on transactions of this type (including those imposed by the Takeover Code, the AIM Rules, the Disclosure Guidance and Transparency Rules of the UK Financial Conduct Authority and Regulation 2014/596/EU, which is part of UK domestic law pursuant to the Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310)), which differ from the disclosure requirements of the U.S. proxy solicitation rules and tender offer rules.
Financial information included in this Microsite has been prepared in accordance with International Financial Reporting Standards as adopted in the UK (“IFRS“) or other non-U.S. accounting standards, which may not be comparable to financial statements prepared under U.S. generally accepted accounting principles (“U.S. GAAP“).
U.S. shareholders may face difficulties enforcing rights or claims under U.S. federal securities laws, as RGO and S-Ventures are incorporated in England, and their officers and directors may reside outside the U.S. It may also be challenging to compel RGO, S-Ventures, or their affiliates to submit to the jurisdiction or judgment of a U.S. court.
Forward-looking statements
This Microsite may contain forward-looking statements regarding the financial condition, operations, and prospects of RGO and its subsidiaries and subsidiary undertakings (the “RGO Group“) and S-Ventures and its subsidiaries and subsidiary undertakings (the “S-Ventures Group“) in connection with the Proposed Transaction. These statements, which may include expectations about potential cost savings, synergies, earnings, and the timetable for the Proposed Transaction, are based on current assumptions and involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied.
Forward-looking statements may be identified by terms 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. Factors that could impact these statements include, but are not limited to: (a) changes in demand for RGO’s or S-Ventures’s products or services; (b) competitive pressures; (c) economic, political, or regulatory changes; (d) currency fluctuations; (e) failure to obtain RGO shareholder approval; and (f) delays or failure in the AIM re-admission process. Additional risk factors may be detailed in RGO’s or S-Ventures’s latest annual reports, interim results, or other regulatory announcements, available at https://riverfortglobalopportunities.com/ and https://s-venturesplc.com/investor-information/, respectively.
Neither RGO, the RGO Group, S-Ventures, nor the S-Ventures Group undertakes any obligation to update or revise forward-looking statements, except as required by law or regulation. Readers should not place undue reliance on these statements, which speak only as of the date of the relevant document.
No reliance
The Information on this Microsite is preliminary and summary in nature and does not purport to be comprehensive or final. No representation or warranty, express or implied, is made as to the accuracy, completeness, or fairness of the Information, and it should not be relied upon for any purpose. Any decision regarding the Proposed Transaction should be based solely on the formal AIM admission document and any related circular, once published, and you are encouraged to consult your own financial, legal, and tax advisers.
Responsibility and liability
The directors of RGO accept responsibility for the Information published by RGO on this Microsite, as required by the Takeover Code and AIM Rules, but only to the extent specified in the relevant documents. Neither RGO, the RGO Group, S-Ventures, nor the S-Ventures Group, nor their respective directors, officers, employees, or advisers, accept responsibility for updating or revising the Information, except as required by applicable law or regulation.
To the fullest extent permitted by law, RGO, S-Ventures, and their respective advisers disclaim liability for any loss or damage arising from the use of, or reliance on, the Information on this Microsite. Third-party materials linked to or reproduced on this Microsite are provided for convenience only, and RGO accepts responsibility only for the correctness and fairness of their reproduction, not their content.
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, if you are located inside the UK, 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.
Governing law
This disclaimer and the Information on this Microsite are governed by English law, and any disputes arising in connection therewith shall be subject to the exclusive jurisdiction of the English courts.
Further information
For further details on the Proposed Transaction, including the Rule 9 waiver process and the reverse takeover, refer to announcements made via a Regulatory Information Service and the forthcoming AIM admission document, which will be available on RGO’s website at https://riverfortglobalopportunities.com/ in due course, subject to any applicable restrictions.
Confirmation of understanding and acceptance
By clicking “I ACCEPT” below, you confirm that:
- You have read and understood this disclaimer in full and agree to be bound by its terms.
- You are not (nor are you acting on behalf of any person who is) resident or located in a Restricted Jurisdiction where accessing this Microsite or the Information would be unlawful.
- You will not print, download, copy, mail, forward, distribute, or send the Information on this Microsite to any person in a Restricted Jurisdiction or where doing so would violate applicable laws.
- You represent and warrant to RGO that you intend to access this Microsite for information purposes only.
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