Please read this notice carefully – it applies to all persons who view this section of the website.
MANDATORY CASH OFFER (THE "OFFER") BY WATERFORD FINANCE & INVESTMENT LIMITED ("Waterford")
Waterford entered into a binding agreement to purchase 85,077,086 ordinary shares in Gulfsands Petroleum Plc (“Gulfsands”) for a cash consideration of approximately £3.43 million from ME Investments Limited (“MEI”) (the “Purchase”). (ANNOUNCED ON 18 MARCH 2021)
Access to information relating to the Offer
You are attempting to enter the Micro-site, which is designated for the publication of documents and information in connection with the Offer, which is proposed to be implemented by way of an offer under Part 28 of the Companies Act 2006.
The full terms and conditions of the Offer will be set out in the formal offer document, which will be made available to shareholders of Gulfsands in due course (the "Offer Document"). In deciding whether or not to accept the Offer, shareholders of Gulfsands should rely only on the information contained and procedures described in the formal Offer Document.
Please read this notice carefully – it applies to all persons who view this Micro-site and, depending upon who you are and where you live, it may affect your rights and responsibilities. Waterford reserves the right to amend or update this notice and the information contained herein from time to time, and therefore this notice should be read carefully each time you visit this Micro-site.
For regulatory reasons, Waterford has to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view Information relating to the Offer, you are required to read the following and then, if you are able to agree, press "I agree" below. If you are unable to agree, you should press "I disagree" and you will not be able to view Information relating to the Offer.
The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for Waterford or would otherwise violate the law of that jurisdiction (a "Restricted Jurisdiction") and the availability of the Information to shareholders who are not resident in the United Kingdom may be affected by the laws of those jurisdictions. Accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident or located outside the United Kingdom 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.
If you are not resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view the Information on the Micro-site, 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. Waterford and its respective directors, employees, agents and advisers, do not assume any responsibility for any violation by any person of these restrictions.
Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from, directly or indirectly, a Restricted Jurisdiction.
By clicking "I agree" below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Waterford is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give this representation, do not view the Information.
If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this Micro-site by clicking on the "I disagree" box below and seek independent advice.
To the fullest extent permitted by applicable law, Waterford and its directors, employees, agents and advisers, disclaim any and all responsibility or liability for the violation of such restrictions by any person.
Various contents of this Micro-site have been prepared in accordance with English law and the Code, and, accordingly, the information disclosed may not be the same as that which would have been made available in jurisdictions outside the United Kingdom.
Notice to US investors
The Offer is being made to acquire the securities of an English company by means of an offer provided for under English law. A transaction implemented by means of an offer is not subject to the tender offer rules of the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the Offer is subject to disclosure requirements and practices applicable in the UK which differ from the disclosure requirements of US tender offer rules. Also, the financial information included in this section of the website has been prepared in accordance with International Financial Reporting 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 Gulfsands shares to enforce their rights and claims arising out of the US federal securities laws, since Waterford and Gulfsands are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. US holders of Gulfsands shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the 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.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer, or passed upon the fairness of the Offer or passed upon the adequacy or accuracy or otherwise of any of the Information contained in this Micro-site.
The Information set out herein (including any information incorporated by reference) may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Gulfsands and Waterford and certain plans and objectives of the boards of directors of Gulfsands and Waterford. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Without limitation, any statements preceded or followed by or that include words such as, "plan", "target", "believe", "expect", "anticipate", "estimate", "intend", "plan", "goal", "will", "may", "should", "would", "could" or words or terms of similar import or substance or the negative of such words are forward-looking statements. These statements are based on assumptions and assessments made by the boards of directors of Gulfsands, Waterford in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. In any event, these statements speak only as of the date on which they are made, and, subject to compliance with the Code and applicable law, Waterford does not intend, nor undertakes any obligation, to update or revise any such statement except as required by applicable law or regulation.
Basis of access to Information
Access to the electronic version of any Information relating to the Offer is being made available by Waterford in good faith and for information purposes only. Any person seeking access to the Information on this Micro-site represents and warrants to Waterford, that he or she is doing so for information purposes only. Making Information relating to the Offer available in electronic format does not constitute an invitation or offer to sell or the solicitation of an offer to buy, or subscribe for, shares in Gulfsands nor does it constitute an invitation, solicitation or recommendation by Waterford or any other person to any other person to take any other action in relation to the Offer.
You should not forward, transmit, share or show the Information contained in this Micro-site to any person. In particular, you should not forward, share or transmit the information contained in this Micro-site directly or indirectly in, into or from any Restricted Jurisdiction.
If you are in any doubt about the contents of this disclaimer, the Information or the Micro-site or, where applicable, the action you should take, you should seek your own financial advice from, if you are located in the United Kingdom, 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 actions or decisions required by Gulfsands' shareholders in connection with the Offer should only be made on the basis of the information set out in documents sent to or made available to Gulfsands's shareholders.
Subject to any continuing obligations under applicable law or any relevant regulatory requirements, Waterford and each of its respective affiliated companies expressly disclaim any obligation to disseminate, after the date of the posting of any document or announcement on this Micro-site, any updates or revisions to any statements in such documents or announcements in relation to the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based, unless the responsibility statement in any relevant document expressly provides otherwise.
In relation to any materials contained on the Micro-site, the only responsibility accepted by the directors of Waterford and/or other responsible representative of Gulfsands and/or Waterford ("Responsible Persons") is for the correctness and fairness of their reproduction or presentation unless the responsibility statement in any relevant document expressly provides otherwise.
The Responsible Persons are responsible in the terms set out above solely for the relevant materials contained on the Micro-site and not for any other information on the website which you may visit on leaving the Micro-site.
None of the Responsible Persons of Waterford nor any of its respective directors, employees, agents or advisers 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 Micro-site or Gulfsands' website by a third party.
This notice, and any non-contractual obligations arising out of or in connection with this notice, shall be governed by and construed in accordance with English law.
Confirmation of understanding and acceptance of disclaimer
By clicking the link below labelled "I agree" you represent and warrant to Waterford that: