OFFER FOR EMERALD ENERGY PLC ("EMERALD")
DISCLAIMER:
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 on this section of the website. These materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction.
IMPORTANT INFORMATION
This area of the website (the "Microsite") contains announcements, documents and information relating to the offer by Sinochem Resources UK Limited for the entire issued and to be issued share capital of Emerald to be implemented by way of scheme of arrangement pursuant to section 152 of the Isle of Man Companies Act 1931 (the "Offer"). The information contained in this Microsite is made available in good faith and for information purposes only and is subject to the terms and conditions set out below.
The full terms and conditions of the Offer will be set out in the formal Scheme Document. In deciding whether or not to vote in favour of the Offer, shareholders of Emerald should rely only on the information contained and procedures described in the formal Scheme Document.
Access to the Microsite
If you would like to view the Microsite, please read this notice carefully. This notice applies to all persons who view the Microsite and, depending on where you are located, may affect your rights or responsibilities. Emerald reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the Microsite. In addition, the contents of the Microsite may be amended at any time in whole or in part at the sole discretion of Emerald.
Overseas Persons
As a consequence of legal restrictions, the release, publication or distribution of information contained on the Microsite in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside the United Kingdom who wish to view the Microsite 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. If you are resident or located in a country that renders the accessing of the Microsite or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view the Microsite.
Nothing on, or which can be downloaded from, the Microsite constitutes an offer to sell or an invitation or solicitation of any offer to purchase or subscribe for any securities ("Securities") or solicitation of any votes attaching to securities which are the subject of the Offer in any jurisdiction in which such offer or solicitation is unlawful. In particular, the Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in 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 laws. The Securities will not be registered under the applicable securities laws of any state, province, territory, county or jurisdiction of the United States, the Republic of South Africa, Singapore, Canada or Japan. Accordingly, unless an exemption under the relevant securities laws is applicable, the Securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into any jurisdiction if to do so would constitute a violation of the relevant legal or regulatory requirements of, or require registration thereof in, such jurisdiction. There will be no public offering of Securities in the United States.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access the Microsite.
You should not forward, transmit or show the announcements, information or documents contained in the Microsite to any person. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.
Forward looking statements
This Microsite includes certain "forward looking statements" with respect to the business, strategy and plans of Emerald and its expectations relating to the acquisition and its future financial condition and performance. Statements that are not historical facts, including statements about Emerald’s or its management's beliefs and expectations, are forward looking statements. Words such as "believes", "anticipates", "estimates", "expects", "intends", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions are intended to identify forward looking statements but are not the exclusive means of identifying such statements. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur.
Factors that could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward looking statements made by Emerald or on its behalf include, but are not limited to, general economic conditions in the United Kingdom or elsewhere; legal proceedings or complaints; changes in competition and pricing environments; or an inability to implement the strategy of the combined company or achieve the acquisition benefits set out herein.
Forward-looking statements only speak as of the date on which they are made, and the events discussed herein may not occur. Subject to compliance with applicable law and regulation, Emerald undertakes no obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise.
No statement in this Microsite is intended to constitute a profit forecast for any period.
Responsibility
In relation to any document, announcement or information contained in the Microsite, the only responsibility accepted by the directors of Emerald (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.
The Responsible Persons are responsible in the terms set out above solely for the relevant information contained in the Microsite and not for any other information on the website which you may visit on leaving the Microsite.
None of the Responsible Persons, Emerald and 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 documents included in the Microsite speak only at the specified date of the relevant document and Emerald has, and accepts, no responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).
If you are in any doubt about the contents of the 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.
THE DOCUMENTS MAY NOT BE DOWNLOADED EITHER IN WHOLE OR IN PART BY ANY PERSON IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
If you are resident or located in any jurisdiction into which distribution of these materials would constitute a violation of the relevant laws of such jurisdiction, you must click on the relevant box below and exit the Microsite.
Basis of access
By clicking the link below labelled "I AGREE" you are certifying that:
- you are not (nor do you act on behalf of someone who is) resident in any country that renders the accessing of the Microsite or parts thereof illegal;
- Emerald is lawfully entitled to make the content of the Microsite available to me under all applicable laws;
- you will not print, download, or otherwise seek to copy, forward, transfer or distribute these materials to any other person at any time;
- you represent and warrant to Emerald that you intend to access the Microsite for information purposes only; and
- you have read and understood this notice, you understand that it may affect your rights or responsibilities and you agree to be bound by its terms.
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