DISCLAIMER - IMPORTANT
Possible cash offer (the "Possible Offer") for Premier Foods plc ("Premier Foods") by McCormick & Company, Inc. ("McCormick").
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.
THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE "INFORMATION") PUBLISHED BY MCCORMICK AND/OR PREMIER FOODS RELATING TO THE POSSIBLE 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.
NO OFFER CAN BE VALIDLY ACCEPTED BY PREMIER FOODS SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF THE INFORMATION FROM THIS WEBSITE.
The Information does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Possible Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
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 Possible Offer.
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 or responsibilities. This notice and the information contained herein may be altered or updated from time to time and should be read in full carefully each time you visit this part of the website.
This part of the website contains electronic versions of materials relating to the Possible Offer. The materials you are seeking to access are made available by McCormick in good faith and for information purposes only and are subject to the terms and conditions set out below. Any person seeking to access this part of the website represents and warrants to McCormick that they are doing so for information purposes only.
The information contained herein is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction (a “Restricted Jurisdiction”)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. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable regulatory and legal requirements.
The Information may not be downloaded or accessed by any person either in whole or in part from or within a Restricted Jurisdiction or where to do so would or may constitute a breach of any applicable local laws or regulations.
Additional US information
The Possible Offer relates to the shares of a UK company and would be 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 section 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 Possible Offer, since Premier Foods 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 holders of shares in Premier Foods may not be able to sue Premier Foods or its respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel Premier Foods and its affiliates to subject themselves to the jurisdiction or judgment of a US court.
The Possible Offer, if made, will be for the securities of a non-US company which does not have securities registered under Section 12 of the US Securities Exchange Act of 1934, as amended (the "US Securities Exchange Act"). The Possible Offer, if made, would likely be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act, subject to the exemptions provided by Rule 14d-1 under the US Securities Exchange Act and otherwise in accordance with the requirements of the Code.
Accordingly, the Possible Offer, if made, will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. In the United States, the Possible Offer, if made, will be deemed made solely by McCormick and not by any of its financial advisers. In accordance with and to the extent permitted by the Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange Act, McCormick or its nominees, or its brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Premier Foods shares outside the United States, other than pursuant to the Possible Offer, before or during the period in which the Possible Offer, if made, remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange, and Rule 14e-5 under the US Securities Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange Act, one of the financial advisers to McCormick (Goldman Sachs International) and its respective affiliates will continue to act as exempt principal traders in Premier Foods shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed on a next day basis to the UK Takeover Panel and will be available to all investors (including US investors) from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.
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 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. McCormick and its advisers do not assume any responsibility for any violation by any person of these restrictions.
The information (including information incorporated by reference) and documents in this section of the website may contain forward-looking statements regarding the financial position, business strategy, plans and objectives of management for future operations of McCormick and Premier Foods. All statements other than statements of historical fact included in any document may be forward looking statements. Forward-looking statements also often use words such as “anticipate”, “believe”, “intend”, “estimate”, “expect”, “plan”, “goal”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could” and words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances and readers are cautioned not to place undue reliance on such statements. 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 you are therefore cautioned not to place undue reliance on these forward-looking statements. The important factors that could cause McCormick's or Premier Foods' actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, changes in the global, political, economic, business, competitive, market and regulatory forces, the cyclical nature of the property market, planning risks, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. These forward-looking statements speak only as of the date of the respective documents. McCormick expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).
Unless expressly stated otherwise, no statement contained or referred to in this section of the website is intended to be a profit forecast.
Responsibility for information
In relation to the Information, the only responsibility accepted by the persons of appropriate seniority and with appropriate authority of McCormick (the “Responsible Persons”) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons, McCormick or their 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.
The Information speaks only at the specified date of the relevant Information and none of McCormick or its affiliated companies has or accepts any responsibility or duty to update such Information (other than to the extent such duty arises as a matter of law).
If you are in doubt about the contents of the Information or the action you should take, you should seek advice from an independent financial adviser authorised and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser as to the suitability of any action.
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.
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- I represent and warrant to McCormick 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.
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