ACCESS TO THIS AREA OF THE WEBSITE 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 THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE 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 CONSENT OR OTHER FORMALITY WHICH CAPRICORN ENERGY PLC REGARDS AS UNDULY ONEROUS.
Capricorn Energy PLC (“Capricorn") proposed combination with NewMed Energy Limited Partnership (“NewMed") (the “Recommended Combination”).
Access to the Information
You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with the Recommended Combination. 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.
If you would like to view this part of the website, please read this notice carefully. This notice applies to all persons who view this part of the website and, depending on where you are located, may affect your rights or responsibilities. Capricorn 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 part of the website may be amended at any time, in whole or in part, at the sole discretion of Capricorn.
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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 part of the website.
Additional U.S. information
The Recommended Combination relates to the securities of a Scottish company and partnership interests of an Israeli public limited partnership and is proposed to be effected by Capricorn acquiring all the partnership interests in NewMed in consideration for the issue of new Capricorn shares to NewMed unitholders, which will be provided for under, and governed by, the applicable laws in the UK and Israel. Any securities which may be issued pursuant to the Recommended Combination (the “Transaction Securities”) will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities law of any state or other jurisdiction of the United States, and will be issued, offered and sold in reliance on certain exemptions from registration under the U.S. Securities Act. Absent such registration, neither these securities nor any interest or participation therein may be offered, sold assigned, transferred, pledged, encumbered or otherwise disposed of, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Transaction Securities will not be registered under any laws of any state, district or other jurisdiction of the United States, and may only be issued to persons resident in such state, district or other jurisdiction pursuant to an exemption from the registration requirements of such laws. The Recommended Combination will be subject to the disclosure requirements and practices applicable in the UK, which differ from the disclosure requirements of the U.S.
The Recommended Combination relates to the securities of a Scottish company and partnership interests in an Israeli public limited partnership and is subject to UK and Israeli procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in this part of the website 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 United States. 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 Recommended Combination, as Capricorn and NewMed are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of shares may not be able to sue Capricorn, NewMed 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 Capricorn, NewMed and their respective affiliates to subject themselves to the jurisdiction or judgment of a US state or federal court.
This part of the website and the information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of Capricorn and its subsidiaries and subsidiary undertakings (together, the “Capricorn Group”) and NewMed and its subsidiaries and subsidiary undertakings (together, the “NewMed Group”).
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Capricorn, the Capricorn Group, NewMed and the NewMed Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "goals", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will" and similar terms and phrases.
There are a number of factors that could affect the future operations of Capricorn, the Capricorn Group, NewMed and the NewMed Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this part of the website. These factors include, but are not limited to: UK domestic, European and global economic business conditions; market-related risks such as fluctuations in interest rates and foreign exchange rates; the policies and actions of governments, central banks and regulatory authorities (including changes related to capital and solvency requirements (whether in the UK, Europe or globally); the impact of competition, inflation, deflation; the timing impact and other uncertainties of future acquisitions or combinations within relevant industries; and the impact of tax and other legislation or regulations in the jurisdictions in which the Capricorn Group, the NewMed Group and their affiliates operate.
All forward-looking statements contained in this part of the website are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results of Capricorn are contained in Capricorn’s latest annual report, interim results, trading updates and other announcements (available at Capricorn’s corporate website). These factors also should be considered by the reader.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. Capricorn undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this part of the website.
Unless expressly stated otherwise, no statement contained or referred to in this part of the website is intended to be a profit forecast.
In relation to any materials related to the Recommended Combination that are accessible on this part of the website, please note any statement of responsibility contained therein.
The documents included in this part of the website issued or published by Capricorn speak only at the specified date of the relevant document and Capricorn has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any announcements or other related materials issued or published by NewMed, or which relate to NewMed or its group, that are accessible on this website, the only responsibility accepted by Capricorn and its directors is for the correctness and fairness of its reproduction.
Neither the directors of Capricorn nor Capricorn itself, 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 or from this part of the website.
If you are in any doubt about the contents of this part 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 (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.
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