PROPOSED REVIEW OF STRATEGIC OPTIONS AND FORMAL SALE PROCESS ("FSP") BY EVE SLEEP PLC ("EVE", "eve" OR "COMPANY").
ACCESS TO THIS AREA OF THE COMPANY'S WEBSITE ("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 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 OBTAIN A CONSENT OR COMPLY WITH ANY OTHER FORMALITY WHICH eve REGARDS AS UNDULY ONEROUS (A "RESTRICTED JURISDICTION").
THIS MICROSITE CONTAINS CERTAIN ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE "INFORMATION") PUBLISHED BY EVE RELATING TO THE FSP IN COMPLIANCE WITH THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER 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.
(1) ACCESS TO THE MICROSITE
Please read this notice carefully – it applies to all persons who view the Information contained on this Microsite and, depending upon who you are and where you are located, it may affect your rights or responsibilities. Please note that, as the FSP progresses, the Information on the Microsite as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit the Microsite.
This Microsite contains electronic versions of materials relating to the FSP. Any person seeking to access this part of the website represents and warrants to eve that they are doing so for information purposes only.
In order to allow you to view the Information about the FSP, you have to read the following then click "I ACCEPT". If you are unable to agree, you should click "I DECLINE" and you will not be able to view any Information about the FSP.
The Information contained on this Microsite 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 the FSP or otherwise.
While there can be no certainty that any offer will be made for eve, or the terms on which such an offer might be made, any such offer (if made) will be made solely by certain offer documentation which will contain the full terms and conditions of the offer (if made), including details of how such offer may be accepted or otherwise approved.
This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom.
(2) OVERSEAS JURISDICTIONS
The Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction. Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside the United Kingdom who wish to view the Information contained on this Microsite 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.
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 ON THIS MICROSITE INTO ANY RESTRICTED JURISDICTION.
This Microsite contains Information that has been prepared for the purposes of compliance with English law and the Takeover Code, and the Information disclosed may not be the same as that which would have been disclosed if the Information had been prepared in accordance with the laws and regulations of any jurisdiction outside 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 not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite immediately.
ADDITIONAL U.S. INFORMATION
The FSP relates to the securities of an English 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 on this Microsite 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 US federal securities laws in connection with the FSP, since eve 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 may not be able to sue eve or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel eve and its affiliates to subject themselves to the jurisdiction or judgment of a US court.
(3) FORWARD-LOOKING STATEMENTS
This Microsite and the Information contained on it may contain statements about eve that are or may be deemed to be forward looking statements.
All statements other than statements of historical facts may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "projects", "hopes", "goal", "continue" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of eve's operations and potential synergies resulting from the FSP; and (iii) the effects of government regulation on eve's business.
These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. These factors include, but are not limited to, the satisfaction of any conditions to the FSP, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment and fluctuations of interest and exchange rates. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the document within which the statement is contained. All subsequent oral or written forward-looking statements attributable to eve or any of its members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. eve expressly disclaims any obligation to update any forward-looking or other statements contained on this Microsite, except as required by applicable law.
(4) NO PROFIT FORECAST
Save as otherwise expressly stated in any relevant information, no statement in any document contained on this Microsite is intended as a profit forecast or a profit estimate for any period and no statement in any document contained on this Microsite should be interpreted to mean that the earnings or earnings per share of eve or any of its affiliates for current or future financial years will necessarily match or exceed the historical published earnings per share for eve.
In relation to any FSP-related materials accessible on this Microsite please note any statement of responsibility contained therein.
The Information and documents included on this Microsite issued or published by eve speak only at the specified date of the relevant document or announcement reproduced on this Microsite and eve and its subsidiaries (the "Group") have, and accept, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other FSP-related materials issued or published by any third party, or which relate to any third party, that are accessible on this Microsite, the only responsibility accepted by eve and its directors (unless the responsibility statement in any relevant document expressly provides otherwise) is for the correctness and fairness of their reproduction.
The directors of each of eve and any member of its Group have not 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 Microsite.
If you are in any doubt about the contents of this Microsite 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.
(6) CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER
BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, YOU CERTIFY THAT:
If you are not able to give these confirmations, you should click on the "I DECLINE" button below.