Offer for National Milk Records plc
DISCLAIMER – IMPORTANT LEGAL NOTICE
OFFER ("OFFER") FOR NATIONAL MILK RECORDS PLC ("NMR") BY ASSOCIATED BRITISH FOODS PLC ("ABF")
ACCESS TO THIS AREA OF THE WEBSITE (THE "MICROSITE") MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS 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 THE MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH NMR REGARDS AS UNDULY ONEROUS.
This Microsite contains announcements, documents and other information ("Information") published by NMR and/or ABF in connection with the Offer. The Information is being made available in good faith and for information purposes only and is subject to the terms and conditions set out below.
The Information contained in this Microsite 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.
The Offer is expected to be made by means of a scheme document or offer document which will contain the full terms and conditions of the Offer, 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.
Please read this notice carefully - it applies to all persons who view the Microsite to access Information and, depending on who you are and where you live, it may affect your rights. This notice and the Information contained in this Microsite may be altered or updated from time to time, and should be read carefully each time you visit this Microsite.
The Information speaks only at the date of the relevant information reproduced on this Microsite. NMR does not have, and does not accept, any responsibility or duty to update any such Information and reserves the right to add to, remove or amend any Information reproduced on this Microsite at any time and at its absolute discretion (nor does any affiliated company).
Access to the Microsite
You are attempting to enter the Microsite that is designated for the publication of documents and information in connection with the Offer.
If you would like to view this Microsite, please read this notice carefully. This notice applies to all persons who view this Microsite and, depending on where you are located, may affect your rights or responsibilities. NMR 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 site. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of NMR.
This Microsite contains electronic versions of materials relating to the Offer. The materials you are seeking to access are made available in good faith and for information purposes only and are subject to the terms and conditions set out below. The materials do 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 Offer. Any person seeking to access this Microsite represents and warrants to NMR that they are doing so for information purposes only.
To allow you to view information about the Offer, you must read this notice and then click ‘ACCEPT’. If you are unable to agree, you should click ‘DECLINE’ and you will not be able to view information about the Offer.
Overseas jurisdictions
Viewing the materials you are seeking to access may be unlawful if you are resident or located in certain jurisdictions. In certain jurisdictions, only certain categories of persons may be allowed to view such materials.
All persons resident or located outside of the UK who wish to view 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.
These materials are not directed at or intended to be accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.
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 download, mail, forward, distribute, send or share the information or documents contained on this MICROSITE to any person. In particular, you should not mail, forward, distribute or send the information or documents contained therein to any jurisdiction where it would be unlawful to do so.
This Microsite contains information that has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers (the "Code") and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
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 this Microsite and you should take legal advice. Neither NMR nor its advisers accepts responsibility for any violation by a person of these restrictions.
If you are not permitted to view materials on this Microsite, please exit this Microsite.
Notice to US investors
The materials do not constitute an offer to acquire or exchange securities in the United States (the "US"). The Offer relates to the securities of an English company by means of a scheme of arrangement provided for under English law. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules of the US Securities Exchange Act of 1934, as amended. Accordingly, the Offer (if made by means of a scheme of arrangement) would be subject to procedural and disclosure requirements applicable in the United Kingdom which are different from the disclosure requirements of the US tender offer and proxy solicitation rules of the US.
Any financial statements or other financial information included in this Microsite 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 US. It may be difficult 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 each of NMR and ABF are located in a country other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders of shares may not be able to sue NMR and ABF or their respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel NMR and ABF and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.
Neither the US Securities and Exchange Commission, nor any securities commission of any state of the US, will approve or disapprove any Offer, pass judgement upon the fairness or merits of the Offer, or pass comment upon the adequacy or accuracy of the information in this Microsite.
Responsibility
In relation to any Offer-related materials accessible on this Microsite please note any statement of responsibility contained therein.
The documents included in this Microsite issued or published by NMR speak only at the specified date of the relevant document and NMR (and any affiliated companies) has, and accepts, no responsibility or duty to update or revise such documents (other than to the extent such duty arises as a matter of law or regulation).
In relation to any announcements or other Offer-related materials issued or published by NMR, or which relate to NMR or any of its subsidiaries, that are accessible on this Microsite, the only responsibility accepted by NMR and its directors is for the correctness and fairness of its reproduction.
Neither the directors of NMR, nor NMR, nor any affiliated companies of NMR, 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.
Forward-looking statements
The information included in this Microsite may contain statements about NMR and ABF that are or may be forward-looking statements. All statements other than statements of historical facts included in this document may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words ‘targets’, ‘plans’, ‘believes’, ‘expects’, ‘aims’, ‘intends’, ‘will’, ‘may’, ‘anticipates’, ‘estimates’, ‘projects’ or, words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include, but are not limited to, statements relating to the expected benefits of the acquisition to NMR and ABF, the expected timing and scope of the Offer and other statements other than historical facts. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
Such forward-looking statements are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Each of NMR, ABF and their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained herein, whether as a result of new information, future events or otherwise except as required by applicable law.
None of NMR, ABF and their respective members, directors, officers, employees, advisers and any person acting on their behalf provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
Other
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.
Confirmation of understanding and acceptance
By clicking on ACCEPT below, you:
- confirm that you have read and understood the notice set out above and agree to be bound by its terms;
- represent and warrant that you are not (nor do you act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal;
- agree that you will not print, download, or otherwise seek to copy, mail, forward, distribute or send (by any means including by electronic transmission) any of the information or materials on this Microsite, either in whole or in part, to any other person at any time; and
- represent and warrant to NMR that you intend to access this Microsite for information purposes only, that you have read and understood this Notice and that you understand that it may affect your rights or responsibilities.
If you are not able to give these confirmations, you should click on DECLINE below.
| Section Title | Document Description |
|---|---|
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Scheme of Arrangement |
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Publication of Scheme Document |
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Firm Offer Announcement |
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Communications (under Rule 2.11 of the Code) in relation to the Offer |
|
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Consent Letters |
|
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Offer-Related Agreements |
Confidentiality Agreement between National Milk Records plc and Associated British Foods plc
21 July 2021 |
|
Irrevocable Undertakings given by Directors of National Milk Records plc |
Irrevocable undertaking from James Andrews
1 June 2023
Irrevocable undertaking from Mark Frankcom
31 May 2023
Irrevocable undertaking from Trevor Lloyd
31 May 2023
Irrevocable undertaking from Andrew Warne
31 May 2023 |
|
Irrevocable Undertaking given by National Milk Records plc material shareholders |
Irrevocable undertaking from Genus Plc
31 May 2023 |
|
Articles of Association |
|
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Rule 15 letters |
|
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Other communications following publication of Scheme Document |
|
|
Recent Financial Information of National Milk Records plc |
|
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Recent Financial Information of Associated British Foods plc |
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SIP |
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FAQ's |
