The materials provided in this section of the Ocean Wilsons website (the “Microsite”) contain information in respect of the recommended all-share combination of Ocean Wilsons and Hansa Investment Company Limited (“Hansa” and the “Combination”, respectively) by way of a scheme of arrangement of Ocean Wilsons under Bermudian law (the “Scheme”).
Ocean Wilsons reserves the right to amend or update this notice at any time, and you should read it in full each time you visit the Microsite.
Viewing the contents of the Microsite may be restricted under securities laws in certain jurisdictions. Any person who is resident in, or a citizen of, a jurisdiction outside the United Kingdom or Bermuda who wishes to view the contents of the Microsite should first inform themselves about and observe any legal or regulatory requirements applicable in their jurisdiction that may prohibit or restrict them from doing so.
ACCESS TO THIS AREA OF THE 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 COMPLY WITH CONSENT OR OTHER FORMALITY WHICH OCEAN WILSONS REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY OCEAN WILSONS AND HANSA RELATING TO THE COMBINATION. 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.
Access to the Information
If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. Ocean Wilsons reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of Ocean Wilsons.
To allow you to view information about the Combination, 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 Combination.
The Information contained in 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 Combination or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Combination would be effected solely by means of an offer or scheme document which would contain the full terms and conditions of such Combination, including details on how it may be accepted. Any decision made in relation to the Combination should be made solely and only on the basis of the information provided in any such document.
Overseas jurisdictions
This 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 of the United Kingdom (the “UK”) or Bermuda who wish to view the Information contained in 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 THEREIN TO ANY RESTRICTED JURISDICTION.
This Microsite contains Information that has been prepared for the purposes of complying with Bermudian and English law 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 other jurisdiction.
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 you are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.
Additional U.S. information
The Combination relates to the shares of a Bermudian company and is proposed to be effected by means of a scheme of arrangement under Bermudian law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”).
Accordingly, the Combination is subject to the disclosure and procedural requirements applicable to a scheme of arrangement involving a target company incorporated in Bermuda and listed on the London Stock Exchange and applicable to the issuance of buyer shares under Bermudian law, which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.
In accordance with normal practice for companies such as Hansa and Ocean Wilsons and pursuant to Rule 14-5(b) of the US Exchange Act, Hansa or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Ocean Wilsons shares outside of the US, other than pursuant to the Combination, until the date on which the Combination and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK and Bermuda, and will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com
Any financial statements or other financial information included in this Microsite has been or will have been prepared in accordance with accounting standards applicable to companies such as Hansa and Ocean Wilsons that 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.
Hansa and Ocean Wilsons are organised under the laws of Bermuda. Some or all of the officers and directors of Hansa and Ocean Wilsons, respectively, are residents of countries other than the United States. In addition, certain assets of Hansa and Ocean Wilsons are located outside the United States. As a result, it may be difficult for US shareholders of Ocean Wilsons to effect service of process within the United States upon Hansa or Ocean Wilsons or their respective officers or directors or to enforce against them a judgment of a US court predicated upon the federal or state securities laws of the United States. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment. It may not be possible to sue Hansa or Ocean Wilsons or their respective officers or directors in a non-US court for violations of the US securities laws.
Any shares to be issued by Hansa as consideration in the Combination have not been and will not be registered under the US Securities Act of 1933, as amended or any other relevant securities laws of any state or territory or other jurisdiction in 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 the securities laws of such state, district or other jurisdiction.
Forward-Looking Statements
This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of Hansa and Ocean Wilsons and the Ocean Wilsons Group (being Ocean Wilsons and its subsidiaries and subsidiary undertakings) following the implementation of the Combination.
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 Hansa 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 Hansa, Ocean Wilsons and the Ocean Wilsons Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to: (a) changes in the global political, economic, business and competitive environments and in market and regulatory forces; (b) changes in future exchange and interest rates; (c) changes in tax rates; (d) future business combinations or disposals; (e) changes in general economic and business conditions; (f) changes in the behaviour of other market participants; (g) weak, volatile or illiquid capital and/or credit markets; and (h) changes in laws or in supervisory expectations or requirements.
All forward-looking statements contained in this Microsite 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.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of Hansa, Ocean Wilsons or the Ocean Wilsons Group undertake any 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 Microsite.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
Responsibility
In relation to any Combination-related materials accessible on this Microsite please note any statement of responsibility contained therein.
The documents included in this Microsite issued or published by Ocean Wilsons speak only at the specified date of the relevant document and Ocean Wilsons has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other materials related to the Combination issued or published by any third party, or which relate to any third party, that are accessible on this website, the only responsibility accepted by Ocean Wilsons and its directors is for the correctness and fairness of its reproduction.
Neither the directors of Ocean Wilsons nor Ocean Wilsons 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 Microsite.
Other
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.
Confirmation of understanding and acceptance
If you are not able to give these confirmations, you should click on I DECLINE below.
