Dee Valley Water Group plc Offer
Notice of Disclaimer - Important
ACCESS TO THIS AREA 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 AREA OF THE WEBSITE. 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 OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH SEVERN TRENT PLC REGARDS AS UNDULY ONEROUS.
You are attempting to enter the area of this website that is designated for the publication of documents and information in connection with the proposed acquisition of the ordinary voting and ordinary non-voting shares of Dee Valley Group plc ("Dee Valley") by Severn Trent Water Limited, a subsidiary of Severn Trent plc ("Severn Trent") (the "Acquisition"). The Acquisition is structured as a scheme of arrangement in respect of the ordinary voting shares of Dee Valley (the "Scheme") and a contractual takeover offer in respect of the ordinary non-voting shares of Dee Valley (the "Offer"). The information contained in this website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, the information contained in this website 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 Acquisition or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The full terms and conditions of the Acquisition are set out in the scheme document to be published by Dee Valley (the "Scheme Document"). In deciding whether or not to vote in favour of the Scheme or accept the Offer, shareholders of Dee Valley should rely only on the information contained and procedures described in the Scheme Document.
Access to the Website
If you would like to view this area of the website, please read this notice carefully. This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities. Severn Trent 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 area of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of Severn Trent.
As a consequence of legal restrictions, the release, publication or distribution of information contained on this area of the website in Restricted Jurisdictions may be restricted or unlawful. All persons resident or located in Restricted Jurisdictions who wish to view this area of the website 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 Restricted Jurisdiction, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.
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 area of the website.
You should not forward, transmit or show the announcements, information or documents contained in this area of the website 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.
The Offer is not being made, directly or indirectly, in or into, or by the use of the mails or any means or instrumentality (including, without limitation telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States or any other Restricted Jurisdictions, and the Offer should not be accepted by any such use, means, instrumentality or facility or from such jurisdictions. Copies of the announcements, information or documents contained in this area of the website and any related offering documents are not being, and may not be, mailed or otherwise distributed in, into or from, whether by use of the mails, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or any facility of a national securities exchange of, the United States or any other Restricted Jurisdictions. Persons accessing the announcements, information or documents contained in this area of the website (including, without limitation, custodians, nominees and trustees) must not distribute or send them into or from such jurisdictions or use such mails or any such means, instrumentality or facility for any purpose directly or indirectly in connection with this Offer and doing so will render invalid any relevant purported acceptance of the Offer.
The announcements, information or documents contained in this area of the website have been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if these materials had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
Additional information for US investors
The announcements, information or documents contained in this area of the website are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States.
Dee Valley and Severn Trent are each organised under the laws of England. All of the officers and directors of Dee Valley and Severn Trent are residents of countries other than the United States. It may not be possible to sue Dee Valley, Severn Trent or their respective officers or directors in a non-US court for violations of US securities laws. It may be difficult to compel Dee Valley, Severn Trent and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.
Shareholders in the United States should note that the Scheme relates to the shares of an English company and is provided for under, and governed by, English law. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Scheme. Moreover the Scheme will be subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in this announcement and the Scheme Document has been or will be prepared in accordance with, where relevant International Financial Reporting Standards as adopted by the European Union and/or accounting standards applicable in the UK and 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 Offer relates to the shares of an English company and will be governed by English law on the implementation of such an offer. The Offer is not intended to be made pursuant to the provisions of any other legal system. Shareholders should note that the Offer is subject to English disclosure rules, which are different from those in the United States. The Offer will not be made to any Dee Valley ordinary shareholders in Restricted Jurisdictions, including without limitation, the United States.
The documents included in this area of the website speak only at the specified date of the relevant document and neither Severn Trent nor any of its affiliated companies has or accepts any 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 this area of the website 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 IN THIS AREA OF THE WEBSITE 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.
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.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of Understanding and Acceptance of Disclaimer
- I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.
- I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
- I represent and warrant to Severn Trent that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
- I agree to be bound by the terms of this notice.