Offer for Catalis

Please read and confirm that you accept the following terms and conditions

IMPORTANT NOTICE

Please read this notice carefully – it applies to all persons who view this section of the website
Recommended acquisition (the “Acquisition”) by Project Sword Bidco Limited (“Sword”) for the entire issued share capital of Catalis plc (“Catalis”) announced on 15 August 2019, by means of scheme of arrangement of Catalis under Part 26 of the UK Companies Act 2006.

THIS SECTION OF THE WEBSITE (THE “MICRO-SITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY CATALIS AND/OR SWORD RELATING TO THE ACQUISITION IN COMPLIANCE WITH THE UK 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.

Access to Information relating to the Acquisition

Please read this notice carefully – it applies to all persons who view this Micro-site 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 carefully each time you visit this Micro-site.

For regulatory reasons, we have to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view Information relating to the Acquisition, you are required to read the following and then, if you are able to agree, press “I agree” below. If you are unable to agree, you should press “I disagree” and you will not be able to view Information relating to the Acquisition.

Basis of access to Information

Access to the electronic version of any Information relating to the Acquisition is being made available by Catalis in good faith and for information purposes only. Any person seeking access to the Information on this Micro-site represents and warrants to Catalis that he or she is doing so for information purposes only. Making Information relating to the Acquisition available in electronic format does not constitute an invitation or offer to sell or the solicitation of an offer to buy, or subscribe for, shares in either Sword or Catalis nor does it constitute an invitation, solicitation or recommendation by Sword, Catalis or any other person to any other person to take any other action in relation to the Acquisition.

You should not forward, transmit or show the information contained in this Micro-site to any person. In particular, you should not forward or transmit the information contained in this Micro-site in or into any jurisdiction any Restricted Jurisdiction.

If you are in any doubt about the contents of this Micro-site or, where applicable, 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. Any actions or decisions required by Catalis’s shareholders in connection with the Acquisition should only be made on the basis of the information set out in documents sent to or made available to Catalis’s shareholders.

This notice, and any non-contractual obligations arising out of or in connection with this notice, shall be governed by and construed in accordance with English law.

Overseas Persons

The Information contained is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so may result in a significant risk of civil, regulatory or criminal exposure for Catalis or Sword or would otherwise violate the law of that jurisdiction (a “Restricted Jurisdiction”). Accordingly, viewing the Information may not be lawful 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 resident or located outside the United Kingdom 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.

If you are not resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction.

Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.

By clicking “I agree” below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Catalis is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give this representation, do not view the Information.

If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this Micro-site by clicking on the “I disagree” box below and seek independent advice.

To the fullest extent permitted by applicable law, Catalis, Sword and their respective directors, employees, agents and advisers, disclaim any and all responsibility or liability for the violation of such restrictions by any person.

Various contents of this Micro-site have been prepared in accordance with English law and the Code, and, accordingly, the information disclosed may not be the same as that which would have been made available in jurisdictions outside the United Kingdom.

THE INFORMATION IN THE 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.

Forward-looking statements

The Information set out herein contains certain forward-looking statements with respect to the financial condition, results of operations and business of Sword and Catalis and certain plans and objectives of the boards of directors of Sword and Catalis. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Without limitation, any statements preceded or followed by or that include words such as “target”, “plan”, “believe”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “goal”, “will”, “may”, “should”, “would”, “could” or words or terms of similar substance or the negative of such words are forward-looking statements. These statements are based on assumptions and assessments made by the boards of directors of Sword or Catalis in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. In any event, these statements speak only as of the date on which they are made, and, subject to compliance with the Code and applicable law, Catalis does not intend, nor undertakes any obligation, to update or revise any such statement except as required by applicable law or regulation.

Responsibility

Subject to any continuing obligations under applicable law or any relevant regulatory requirements, Catalis expressly disclaims any obligation to disseminate, after the date of the posting of any document or announcement on this Micro-site, any updates or revisions to any statements in such documents or announcements in relation to the proposed Acquisition to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

In relation to any materials contained on the Micro-site, the only responsibility accepted by the directors of Catalis (“Responsible Persons”) is for the correctness and fairness of their 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 materials contained on the Micro-site and not for any other information on the website which you may visit on leaving the Micro-site.
None of the Responsible Persons, Catalis or Catalis’s employees, agents or advisers 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 Micro-site or Catalis’s website by a third party.

Confirmation of understanding and acceptance of disclaimer

By clicking the link below labelled “I agree” you represent and warrant that:

  • you have read and understood the terms set out above and which you understand may affect your rights and responsibilities;
  • you are not (nor do you act on behalf of someone who is) resident in any country or jurisdiction that renders the accessing of the Micro-site unlawful or otherwise in any Restricted Jurisdiction;
  • you are lawfully entitled to access the Information available to you in this Micro-site under all applicable laws and regulations and are otherwise permitted to proceed to the Micro-site;
  • no person (including, without limitation, Catalis, Sword or their respective directors, employees, agents or advisers) will breach any applicable law or regulation in connection with your access to this Micro-site; and
  • you will not copy, forward, transfer or distribute the Information to any person who is resident or located in a Restricted Jurisdiction