Recommended Cash Offer for HomeServe Plc by Hestia Bidco Limited
DISCLAIMER – IMPORTANT
Recommended cash offer (the “Offer”) for HomeServe plc (“HomeServe”) to be made by Hestia Bidco Limited (“Bidco”), an indirect subsidiary of Brookfield Infrastructure funds
You are attempting to enter the Microsite which is designated for the publication of electronic versions of materials relating to the Offer.
ACCESS TO THIS MICROSITE 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 MICROSITE. THE MICROSITE IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE 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 CONSENT OR OTHER FORMALITY WHICH BIDCO REGARDS AS UNDULY ONEROUS.
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY BIDCO AND HOMESERVE RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Please read this notice carefully – it applies to all persons who view the Microsite and, depending upon who you are and where you live, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time, and should be read in full carefully each time you visit this part of the website. In addition, the contents of the Microsite may be amended at any time, in whole or in part, at our sole discretion.
Nothing on the Microsite, nor anything which can be downloaded from it, is intended to, and does not, constitute or form any part of an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities, or the 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.
Access to the Microsite
To allow you to view the Information, you must read this notice in its entirety and then click “CONFIRM”. If you are unable to confirm you must click “DECLINE”.
Overseas Persons
Viewing the Information you are seeking to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view the Information. Any persons outside the United Kingdom who wish to view the Information 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 about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.
If you are not a resident of or located in a restricted jurisdiction, you may access any communication or document in relation to the Offer but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view any communication or document in relation to the Offer by virtue of applicable laws or regulatory requirements, please exit this Microsite.
Notice to US Investors
The Offer relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. 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 the United States Securities Exchange Act 1934, as amended (the “US Exchange Act”).
Accordingly, the Offer is subject to the disclosure and procedural requirements applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.
However, if Bidco were to elect to implement the Offer by means of a takeover offer, such takeover offer shall be made in compliance with all applicable United States laws and regulations, including Section 14(e) and Regulation 14E under the US Exchange Act and any applicable exemptions thereunder. Such a takeover would be made in the United States by Bidco and no one else.
In accordance with normal United Kingdom practice, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of HomeServe outside of the US, other than pursuant to the Offer, until the date on which the Offer and/or the proposed scheme of arrangement under Part 26 of the Companies Act between HomeServe and the HomeServe shareholders in connection with the Offer, with or subject to any modification, addition or condition approved or imposed by the High Court of Justice in England and Wales and agreed by HomeServe and Bidco (the “Scheme”) becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to an information service authorised from time to time by the Financial Conduct Authority of the United Kingdom for the purpose of disseminating regulatory announcements and shall be available on the London Stock Exchange website at www.londonstockexchange.com.
Any financial information relating to HomeServe may have been prepared in accordance with accounting standards applicable in the United Kingdom 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.
Bidco and HomeServe are organised under the laws of England and Wales. Some or all of the officers and directors of Bidco and HomeServe, respectively, are residents of countries other than the United States. In addition, most of the assets of Bidco and HomeServe are located outside the United States. As a result, it may be difficult for US shareholders of HomeServe to effect service of process within the United States upon Bidco or HomeServe or their respective officers or directors or to enforce against them a judgment of a US court predicated upon the federal or state securities laws of the United Kingdom.
Basis of access
The Information is made available in good faith and does 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 or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The Information has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers and the Information 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.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and Bidco has, and accepts, no responsibility or duty to update any such information, document or announcement and reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
Similarly, copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise forwarded, distributed or sent 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.
If you are not permitted to view materials on this Microsite or are in any doubt as to whether you are permitted to view these materials, please exit this Microsite and seek independent advice. Neither Bidco nor any of its advisors assumes any responsibility for any violation by any person of any of these restrictions.
Responsibility
In relation to any document, announcement or information contained in the Microsite, the only responsibility accepted by Bidco and the directors Bidco is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither the directors of the Bidco, nor Bidco, nor any of their affiliated companies, 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 this Microsite by a third party.
Forward-looking statements
The Information (including information incorporated by reference) in this Microsite may contain forward-looking statements regarding Bidco’s or HomeServe’s financial position, the current expectations of the management of HomeServe, business strategy, plans and objectives of management for future operations and are naturally subject to uncertainty and changes in circumstances. All statements other than statements of historical facts included in any document may be forward looking statements. Forward-looking statements also often use words such as “anticipate”, “believe”, “intend”, “estimate”, “expect”, “target”, “may”, “should”, “will” and words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, and readers are cautioned not to place undue reliance on such statements. The important factors that could cause Bidco’s or HomeServe’s actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, (i) currency fluctuations, (ii) loss of market share and industry competition, (iii) environmental and physical risks, (iv) legislative, fiscal and regulatory developments including regulatory measures addressing climate change, (v) economic and financial markets conditions in various countries and regions, (vi) political risks, (vii) changes in trading conditions, (viii) changes in general economic, business and political conditions, including changes in the financial markets, and (iv) the satisfaction of the conditions to the implementation of the Offer. These forward-looking statements speak only as of the date of the respective documents. Bidco expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).
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 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.
Acceptance of Disclaimer
Electronic versions of the Information are not directed at or accessible by persons resident in any restricted jurisdiction. Accordingly, you may only access the Microsite if you are able to provide the below confirmations. If you are resident or located in any restricted jurisdiction, you must click on the relevant box below in order to exit the Microsite.
Confirmation of understanding and acceptance
In order to view the Information on the Microsite, please click on the “CONFIRM” box below. By clicking on the “CONFIRM” box below, you are making the following confirmations:
- I have read and understood the notice set out above and agree to be bound by its terms.
- I certify that I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the Information on the Microsite does not constitute a violation of the relevant laws of such jurisdiction and I am not acting on behalf of someone who is resident or located in a restricted jurisdiction.
- I agree that I will not copy, forward, transfer or distribute (by any means including by electronic transmission) any documents included in the Microsite 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 Bidco that I intend to access this Microsite for information purposes only, that I have read and understood the notice set out above and that I understand that it may affect my rights or responsibilities.
If you are not able to give these confirmations (as applicable), we cannot provide you with the Information on the Microsite and you should click on the “DECLINE” box below.