DISCLAIMER – IMPORTANT LEGAL NOTICE
RECOMMENDED CASH OFFER (THE "OFFER") FOR GCP STUDENT LIVING PLC ("GCP STUDENT") BY GEMINI JERSEY JV L.P. ("BIDCO"), A NEWLY FORMED VEHICLE OWNED, DIRECTLY OR INDIRECTLY, BY JOINT OFFERORS SCAPE LIVING PLC AND IQSA HOLDCO LIMITED.
Please read this Notice carefully. It applies to all persons who view this section of the website (the "Microsite") and, depending on who you are and where you live, it may affect your rights. Please note that this Notice and the information contained in it may be altered or updated from time to time, and should be read in full each time you visit the Microsite. In addition, the contents of this Microsite may be amended at any time in whole or in part at the sole discretion of GCP Student.
Access to the materials contained in the Microsite may be restricted under securities laws in certain jurisdictions. This Notice requires you to confirm certain matters (including that you are not resident or located in such a jurisdiction) before you may obtain access to the information on the Microsite. If you are unable or have any doubt whether you are able to provide the necessary confirmation, you should click on 'I do not agree' and you will not be able to view information about the Offer.
These materials are not directed at or to be accessed by persons resident or located in any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction or may result in a significant risk of civil, regulatory or criminal exposure if information concerning the acquisition is sent or made available to persons in that jurisdiction (a "Restricted Jurisdiction") and unless otherwise determined by GCP Student and permitted by applicable law and regulation, it is not intended that these materials be accessible by persons resident or located in any Restricted Jurisdiction.
Electronic versions of the materials you are seeking to access are being made available on this Microsite by GCP Student in good faith, for information purposes only and subject to the terms and conditions set out below.
Basis of access
The information contained on this Microsite is in respect of the Offer. In particular, the information contained on this Microsite does not constitute or form part of any offer or invitation, or solicitation of any offer or invitation, to sell or otherwise dispose of, purchase, otherwise acquire or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither GCP Student nor any of its affiliated companies has, or accepts, responsibility or duty to update any such information, document or announcement. GCP Student reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by the directors of GCP Student ("Responsible Persons") is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons, GCP Student or any of its affiliated companies have reviewed, and none of them is or shall be responsible for or accepts any liability in respect of any information contained on any other website that may be linked to this Microsite by a third party.
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 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
Viewing the materials you seek to access may be unlawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials.
Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.
If you are not permitted to view materials on this Microsite, please exit this Microsite. Should you be in any doubt about whether you are permitted to view materials on this Microsite, you should not access the Microsite and you should take legal advice. Neither GCP Student nor its advisers accept responsibility for any violation by any person of these restrictions.
Copies of the contents of the Microsite are not being, and must not be, released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction. You should not forward, transmit or show the announcements, information or documents contained on the Microsite to any person. In particular, you should not forward or transmit the announcements, information or documents contained therein to any Restricted Jurisdiction or to any jurisdiction where it would be unlawful to do so.
Important information for US investors
The materials do not constitute an offer to acquire or exchange securities in the United States. The Offer relates to the shares of an English company and may be made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, the Offer (if made by means of a scheme of arrangement) would be subject to the disclosure requirements and practices applicable in the United Kingdom and under the UK's City Code on Takeovers and Mergers to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules.
If, in the future, Bidco determines to make a firm offer by way of a takeover offer and determines to extend the offer into the United States, such offer will be made in compliance with applicable US laws and regulations, including Section 14(e) of the Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Bidco and no one else. In addition to any such takeover offer, Bidco or its nominees, or its brokers (acting as agents), may make certain purchases of, or arrangements to purchase, shares in GCP Student outside such takeover offer before or during the period in which such takeover offer would remain open for acceptance. In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the Exchange Act, 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 Exchange Act. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK and will be reported to the Regulatory News Service of the London Stock Exchange.
In addition, any such takeover offer would be subject to UK disclosure requirements, which are different from certain US disclosure requirements. Furthermore, the payment and settlement procedure with respect to any takeover offer will comply with the relevant UK rules, which differ from US payment and settlement procedures, particularly with regard to the date of payment of consideration.
The financial information included in certain documents contained in this Microsite has been prepared in accordance with non-US accounting standards, and thus 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.
The receipt of consideration pursuant to any offer by a US holder in respect of GCP Student shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each GCP Student shareholder is urged to consult his or her independent professional tax adviser immediately regarding the tax consequences of accepting the offer.
Any offer will be made in the United States by Bidco and no one else.
The materials contained in this Microsite do not constitute an offer of securities for sale in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the Exchange Act, or the securities laws of such other country, as the case may be, or: (ii) pursuant to an available exemption from such requirements.
Neither the US Securities and Exchange Commission (the "SEC") nor any US state securities commission has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the information contained in this Microsite or disproved or passed judgment upon the fairness of the merits of the Offer. Any representation to the contrary is a criminal offence in the United States.
This Microsite may contain certain forward-looking statements with respect to the Offer and the financial condition, results or operations and business of, GCP Student and Bidco, and certain plans and objectives of Bidco with respect to them. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. The words 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'hope', 'aims', 'continue', 'will', 'may', 'should', 'would', 'could' and similar expressions, among others, generally identify forward-looking statements.
These forward-looking statements (including those relating to the consummation of the Offer and the anticipated benefits of it) are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the possibility that any of the conditions to the Offer will not be satisfied, adverse effects on the market price of GCP Student shares and on GCP Student's operating results because of a failure to complete the Offer, negative effects relating to announcement of the Offer or the completion of the Offer on the market price of GCP Student shares, significant transaction costs and/or unknown liabilities, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments.
These forward-looking statements are based on numerous assumptions and assessments made in light of GCP Student's or, as the case may be, Bidco's experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. The factors described in the context of such forward-looking statements in this Microsite could cause GCP Student's or Bidco's plans with respect to GCP Student, GCP Student's actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking 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 persons reading this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on this Microsite. GCP Student expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by law.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
This Notice shall be governed by and interpreted in accordance with English law.
THE INFORMATION CONTAINED IN THIS MICROSITE 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.
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