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Offer Document

DISCLAIMER

Recommended cash offer (the “Offer”) by Port Invest B.V. (the “Offeror”) for Nature Group Plc (the “Offeree”).

ACCESS TO THIS SECTION OF THE WEBSITE 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 INFORMATION. THE INFORMATION 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 ANY CONSENT OR OTHER FORMALITY WHICH THE OFFEROR REGARDS AS UNDULY ONEROUS.

THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY THE OFFEROR AND/OR THE OFFEREE 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.
THE OFFER CANNOT BE VALIDLY ACCEPTED BY THE SHAREHOLDERS OF THE OFFEREE OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF THE OFFER DOCUMENTS FROM THIS WEBSITE.

Access to the Information
Please read this notice carefully – it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights. This notice and the Information may be altered or updated from time to time in whole or in part at the sole discretion of the Offeror. This notice should be read in full carefully each time you visit this section of the website.

Overseas Persons
The release, publication or distribution of this document to persons in jurisdictions other than the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons including without limitation, nominees, trustees and custodians should inform themselves of, and observe any applicable legal or regulatory requirements of their jurisdictions.

IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION ON THIS WEBSITE, 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 WEB PAGE.

Basis of access to information relating to the Offer
YOU SHOULD NOT SHARE THE INFORMATION WITH OR DOWNLOAD, MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.

The Information is not intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of or an invitation or the solicitation of an offer to purchase or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the transaction or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The Information is being made available in good faith and for information purposes only. Any person seeking access to this part of the website represents and warrants to the Offeror that they are doing so for information purposes only. Making the Information available in electronic format is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.

If you are in any doubt about the Information 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.

Any shareholder action required in connection with the Offer will only be set out in documents sent to or made available to the Offeree’s shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

Forward-looking statements
Some of the Information may include statements that are or may be deemed to be “forward-looking statements”. These statements are prospective in nature and are not based on historical facts, but rather on the current expectations of the management of the Offeror and the Offeree about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements. The forward-looking statements contained in the Information include statements about the expected effects of the Offer on the Offeree and/or the Offeror, the expected timing and scope of the Offer, synergies, other strategic options and all other statements in the Information other than historical facts. Forward-looking statements may (but will not always) include, without limitation, statements typically containing words such as “plans”, “aims”, “intends”, “expects”, “anticipates”, “believes”, “estimates”, “will”, “may”, “budget”, “forecasts” and “should” and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.

These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of the Offeror or the Offeree. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers’ strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Shareholders and potential investors should not place undue reliance on any forward-looking statements. The Offeror, its affiliated companies and the directors of the Offeror and its affiliated companies do not provide any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward-looking statement contained in the Information will actually occur.

Responsibility for information
The directors of the Offeror accept responsibility for the correctness and fairness of the reproduction or presentation of the Information, other than that information relating to the Offeree or other members of the Offeree’s group, unless the responsibility statement in any relevant document expressly provides otherwise.

None of the directors of the Offeror, the Offeror or its affiliated companies 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 website by a third party.

Subject to any continuing obligations under applicable law, the City Code on Takeovers and Mergers or any relevant listing rules, the Offeror expressly disclaims any obligation to disseminate, after the date of the posting of the Information, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

Neither the Offeror nor the Offeree, nor any of their respective advisers, associates, directors or officers undertakes any obligation to update publicly, expressly disclaim or revise the Information, whether as a result of new information, future events or otherwise, except to the extent legally required.

Alexander David Securities Limited (“ADSL”), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for the Offeror in connection with the Offer and no one else in connection with the Offer and will not be responsible to any other persons other than the Offeror for providing the protections afforded to clients of ADSL, or for providing advice in relation to the Offer.

THE DOCUMENTS IN THIS AREA OF THE WEBSITE 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. THIS NOTICE SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, ENGLISH LAW.

Confirmation of understanding and acceptance of disclaimer

    • I confirm that I am permitted to proceed to this part of the website and that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.
    • I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the website 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 the Offeror that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
    • I agree to be bound by the terms of the notice set out above and I confirm that I am permitted to proceed to this part of the site.

 

 

 

I have read and agreed to the disclaimer and would like to download the offer document.*