IMPORTANT NOTICE
Proposed Offer for the entire issued and to be issued share capital of Ramsdens Holdings plc ("Ramsdens") by Chess Bidco Limited, an indirect wholly-owned subsidiary of FirstCash Holdings, Inc. ("FirstCash") (the "Proposed Offer").
YOU ARE ATTEMPTING TO ENTER AN AREA OF FIRSTCASH'S WEBSITE WHICH IS DESIGNATED FOR THE PUBLICATION OF ELECTRONIC VERSIONS OF THE MATERIALS RELATING TO THE PROPOSED OFFER (THE "MICROSITE").
PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO VIEW THIS MICROSITE, AND, DEPENDING ON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS AND RESPONSIBILITIES. PLEASE NOTE THAT THIS NOTICE AND THE INFORMATION CONTAINED IN IT MAY BE ALTERED OR UPDATED FROM TIME TO TIME. YOU SHOULD READ IT IN FULL EACH TIME YOU VISIT THE MICROSITE. IN ADDITION, THE CONTENTS OF THIS MICROSITE MAY BE AMENDED AT ANY TIME IN WHOLE OR IN PART WITHOUT NOTICE.
ACCESS TO THE MATERIALS CONTAINED IN THIS 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 OR LOCATED IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THE MICROSITE. IF YOU ARE UNABLE, OR HAVE ANY DOUBT WHETHER YOU ARE ABLE, TO PROVIDE THE NECESSARY CONFIRMATION YOU SHOULD PRESS 'DISAGREE' AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE PROPOSED OFFER.
Disclaimer
THE INFORMATION ON THE MICROSITE IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF THAT JURISDICTION OR MAY RESULT IN A SIGNIFICANT RISK OF CIVIL, REGULATORY OR CRIMINAL EXPOSURE OR A REQUIREMENT TO OBTAIN ANY GOVERNMENTAL OR OTHER CONSENT OR COMPLY WITH ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH IS CONSIDERED BY FIRSTCASH TO BE UNDULY ONEROUS (A "RESTRICTED JURISDICTION").
ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS MICROSITE IN GOOD FAITH, FOR INFORMATION PURPOSES ONLY AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
THE MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE PROPOSED OFFER (TOGETHER, "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.
NO OFFER CAN BE VALIDLY ACCEPTED BY RAMSDENS SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THIS MICROSITE.
Basis of access and responsibility
The Information you are seeking to access is made available by FirstCash in good faith and for information purposes only and subject to the terms and conditions set out below. Any person seeking to access this Microsite represents and warrants to FirstCash that they are doing so for information purposes only. The Information contained on this Microsite does not constitute or form any part of 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 Proposed Offer or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful. Any firm offer by FirstCash would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such offer, including details on how it may be accepted.
To allow you to access the Microsite you must read this notice and then click 'AGREE'. If you are unable, or have any doubt whether you are able, to agree you should click 'DISAGREE' and you will not be able to access the Microsite.
The Information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither FirstCash nor any of its affiliated companies, has, or accepts, any responsibility or duty to update any such Information (other than to the extent such duty arises as a matter of law) and reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
In relation to any Information contained on the Microsite, the only responsibility accepted by the persons of appropriate seniority and with appropriate authority of FirstCash and its affiliated companies (the "Responsible Persons") is for the correctness and fairness of its reproduction or presentation, unless a responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons, FirstCash or its 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 that may be linked to this Microsite by a third party.
If you are in doubt about the Information, the Proposed Offer or the action you should take, you should seek advice from an independent financial adviser authorised and regulated in the United Kingdom under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser as to the suitability of any action.
Overseas jurisdictions
The Information contained in this Microsite is not for publication or distribution, directly or indirectly, in or into any Restricted Jurisdiction and the availability of the Information (and any related offer) to shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials.
The Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction. Persons who are not resident in 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 of, and observe, any applicable regulatory or legal requirements in their jurisdiction. Any failure to comply with applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Information may not be downloaded or accessed by any person or otherwise forwarded, transmitted or shared with any other person, either in whole or in part from, into or within a Restricted Jurisdiction or where to do so would or may constitute a breach of any applicable local laws or regulations and any persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction.
The Information has 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 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 laws and regulatory requirements. If you are not permitted to view the Information in this Microsite, or viewing the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Information, please exit this Microsite and seek independent advice. No responsibility is accepted for any violation by any person of these restrictions.
Additional US information
The Proposed Offer relates to the securities of a non-US company incorporated in England and Wales and will be governed by English law. The Proposed Offer, if made, will be subject to disclosure and procedural requirements of the United Kingdom which are different from those in the United States. Neither the US Securities and Exchange Commission, nor any securities commission of any state of the United States has approved or disapproved the Proposed Offer, passed upon the fairness of the Proposed Offer or passed upon the adequacy or accuracy of any Information contained in the Microsite. Any representation to the contrary is a criminal offence in the United States.
The securities referenced in this notice or in the Microsite have not been registered under the US Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States absent registration under the US Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
Any financial statements or other financial information included in documents contained in this Microsite has been or will be prepared in accordance with non-US accounting standards, and thus 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.
It may be difficult for US investors to enforce their rights and any claims that they may have arising under US federal securities laws in connection with the Proposed Offer, if made, since Ramsdens is located in a country other than the United States and some or all of its officers and directors may be residents of countries other than the United States. US investors may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the jurisdiction or judgment of a US court.
Forward-looking statements
This Microsite and the Information contained in it, may contain certain forward-looking statements with respect to the financial condition, results of operations, business strategy, plans and objectives of the parties to the Proposed Offer.
Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. These statements are based on the current expectation of the relevant party and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may be identified by words such as "will", "may", "should", "could", "would", "can", "believes", "intends", "expects", "indicates", "aims", "anticipates" or similar words or terms or by discussions of, inter alia, strategies, goals or plans.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. The factors include, but are not limited to, changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. Due to such uncertainties, no assurance can be given that any forward-looking statement will prove to be correct in the future.
The forward-looking statements contained in this Microsite are based on numerous assumptions and assessments made in light of the relevant party's experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and neither FirstCash, nor any of its affiliated companies nor their respective directors, officers or advisers provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements contained in this Microsite will actually occur. Persons reading this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on this Microsite. FirstCash expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by law.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to constitute a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement should be interpreted to mean that earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the relevant party to the Proposed Offer.
Confirmation of understanding and acceptance of notice
This notice shall be governed by and interpreted in accordance with English law.
By clicking 'AGREE' below, you:
- confirm that you have read and understood the notice set out above and agree to be bound by the terms of this notice and are permitted to proceed to this Microsite;
- confirm that you are 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, rules or regulations of such jurisdiction and that you are not acting on behalf of someone who is resident or located in a Restricted Jurisdiction; and
- agree that you will not forward, transfer or distribute (by any means including by electronic transmission) any of the Information included in this Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
If you are not able to give these confirmations, or are in any doubt as to whether you are able to do so, you should click on 'DISAGREE' below, and by doing so, you will not be able to proceed to the Microsite.
