Important Disclaimer
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.
Tullow Offer for Capricorn Energy PLC (“Capricorn") by Tullow Oil plc (“Tullow") (the “Tullow Offer”).
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 Tullow Offer. 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.
To allow you to view information about the Tullow Offer, you must read this notice and then click "I ACCEPT". If you are unable to agree, you should click "I DECLINE" and you will not be able to view information about the Tullow Offer.
The information contained in this part of the website 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 an offer (if made) or otherwise in any jurisdiction in which such offer (if made) or solicitation is unlawful. An offer 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. Any decision made in relation to an offer should be made solely and only on the basis of the information provided in any such document.
NO OFFER (IF MADE) CAN BE VALIDLY ACCEPTED BY CAPRICORN SHAREHOLDERS OR ANY OTHER PERSON BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THIS WEBSITE. CAPRICORN SHAREHOLDERS SHOULD SEEK ADVICE FROM AN INDEPENDENT FINANCIAL ADVISER AS TO THE SUITABILITY OF ANY ACTION FOR THE INDIVIDUAL CONCERNED.
Overseas jurisdictions
Viewing the materials you are seeking to access may be restricted under securities laws in certain jurisdictions. In certain jurisdictions, only certain categories of persons may be allowed to view such materials. All persons resident outside of the United Kingdom (the “UK”) who wish to view the information contained in this part of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
The materials contained in this part of the website are not directed at or intended to be accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.
This part of the website contains information that has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers, 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 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 Tullow Offer relates to the securities of a Scottish company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, the law of England and Wales. Any securities which may be issued pursuant to the Tullow Offer (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 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 are anticipated to be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and applicable exemptions under state securities laws. 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. If made by means of a scheme of arrangement as proposed, neither the proxy solicitation nor the tender offer rules under the U.S. Exchange Act of 1934, as amended, will apply to the Tullow Offer. Moreover, the Tullow Offer will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the U.S. proxy solicitation rules and tender offer rules.
The Tullow Offer relates to the securities of a UK company and a Scottish company and is subject to UK 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 Tullow Offer, as Capricorn and Tullow are located in a country 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, Tullow 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, Tullow and their respective affiliates to subject themselves to the jurisdiction or judgment of a US state or federal court.
Forward-Looking Statements
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 Tullow and its subsidiaries and subsidiary undertakings (together, the “Tullow 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, Tullow and the Tullow 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, Tullow and the Tullow 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 Tullow 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.
Responsibility
In relation to any materials related to the Tullow Offer 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 Tullow, or which relate to Tullow 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.
Other
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.
Confirmation of understanding and acceptance
- I have read and understood the notice set out above and I agree to be bound by its terms.
- I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal.
- I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this part of the website to any other person at any time.
- I represent and warrant to Capricorn that I intend to access this part of the website for information purposes only.
If you are not able to give these confirmations, you should click on I DECLINE below.