Possible Offer for Elementis plc (“Elementis”) by Minerals Technologies Inc. (“Minerals Technologies”) (the “Potential Offer”)
PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBPAGE, AND, DEPENDING ON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS. PLEASE NOTE THAT THIS NOTICE AND THE INFORMATION CONTAINED IN IT MAY BE ALTERED OR UPDATED FROM TIME TO TIME. YOU SHOULD READ IT IN FULL EACH TIME YOU VISIT THE SITE. IN ADDITION, THE CONTENTS OF THIS WEBPAGE MAY BE AMENDED AT ANY TIME IN WHOLE OR IN PART.
ACCESS TO THE MATERIALS CONTAINED IN THIS SECTION OF THE WEBSITE (THE “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 OR LOCATED IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THE WEBSITE. IF YOU ARE UNABLE, OR HAVE ANY DOUBT WHETHER YOU ARE ABLE, TO PROVIDE THE NECESSARY CONFIRMATION YOU SHOULD PRESS ‘DECLINE’ AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE POTENTIAL OFFER.
THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF THAT JURISDICTION OR MAY RESULT IN A SIGNIFICANT RISK OF CIVIL, REGULATORY OR CRIMINAL EXPOSURE, A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH IS CONSIDERED UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE IN GOOD FAITH, FOR INFORMATION PURPOSES ONLY AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
THE MICROSITE CONTAINS INFORMATION THAT HAS BEEN PREPARED FOR THE PURPOSES OF COMPLYING WITH ENGLISH LAW AND THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”) 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.
Basis of Access and Responsibility
The information contained on this Microsite is in respect of the Potential Offer and 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 possible transaction or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither Elementis nor any of its affiliated companies, has, or accepts any responsibility or duty to update any such information, document or announcement and reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by the directors of Elementis is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither the directors of Elementis, nor any of its 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 that may be linked to this Microsite by a third party.
Mineral Technologies shareholders and Elementis shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Potential Offer. Any such shareholder should take no action based on the information available in this microsite. Any shareholder action required in connection with the Potential Offer will be set out in documents sent to or made available to shareholders and any decision made by such shareholders should be made solely on the basis of information provided in those documents.
Viewing the materials you seek to access may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials.
Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.
If you are not permitted to view materials on this Microsite please exit this Microsite. Should you be in any doubt about whether you are permitted to view materials on this Microsite, you should not access the Microsite and you should take legal advice. No responsibility is accepted for any violation by any person of these restrictions.
Copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction.
Notice to US Investors
The Potential Offer is subject to disclosure and procedural requirements of the United Kingdom which are different from those in the United States. Neither the US Securities and Exchange Commission, nor any securities commission of any state of the United States has approved the Potential Offer, passed upon the fairness of the Potential Offer or passed upon the adequacy or accuracy of any information in this section of the website. Any representation to the contrary is a criminal offence in the United States.
The financial information included in certain documents contained in this Microsite has been prepared in accordance with non-US accounting standards, and thus may not be comparable to financial information 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 claims arising out of the US federal securities laws. Holders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.
This Microsite, including any information included or incorporated by reference, may contain certain forward-looking statements with respect to the financial condition, results of operations and business of the parties to the Potential Offer. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. These statements are based on the current expectation of the management of that company and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may be identified by words such as “will”, “may”, “should”, “could”, “would”, “can”, “believes”, “intends”, “expects”, “indicates”, “aims” , “anticipates” or similar words or terms or by discussions of, inter alia, strategies, goals or plans.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. The factors include, but are not limited to, changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Due to such uncertainties, no assurance can be given that any forward-looking statement will prove to be correct in the future.
The forward-looking statements contained in this Microsite are based on numerous assumptions and assessments made in light of the relevant party’s experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. Although it is believed that the expectations reflected in such forwardlooking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on this Microsite. Elementis expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by law.
Unless expressly stated otherwise, no statement in this Microsite is intended to constitute a profit forecast or profit estimate for any period and no statement should be interpreted to mean that earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the relevant party to the Potential Offer.
Acceptance of Notice
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