RECOMMENDED CASH OFFER BY CBRE GROUP, INC ('CBRE') FOR TELFORD HOMES PLC ('TELFORD')
Please read the following disclaimer, and signify your approval or disapproval by clicking on the appropriate option at the bottom of the page.
You are attempting to enter the part of the website that Telford has designated for the publication of documents and information in connection with the recommended cash offer by CBRE to acquire the entire issued share capital of Telford (the 'Offer').
This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities. Telford 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 area of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of Telford.
THE INFORMATION ON THIS PART OF THE TELFORD WEBSITE IS BEING MADE AVAILABLE TO YOU ON THIS PART OF THE WEBSITE BY TELFORD IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. ACCESS TO THIS PART OF THE WEBSITE 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 AREA OF THE WEBSITE. ANY INFORMATION MADE AVAILABLE ON THIS PART OF THE WEBSITE MAY NOT BE ACCESSED BY, DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH TELFORD REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS PART OF TELFORD 'S WEBSITE REPRESENTS AND WARRANTS TO TELFORD THAT THEY ARE DOING SO FOR INFORMATION PURPOSES ONLY. IF YOU ARE A TELFORD SHAREHOLDER (OR OPTION HOLDER) YOU SHOULD TAKE NO ACTION BASED ON THE INFORMATION AVAILABLE ON THIS PART OF THE WEBSITE. ANY ACTION REQUIRED BY A TELFORD SHAREHOLDER IN CONNECTION WITH THE OFFER WILL ONLY BE SET OUT IN ANY DOCUMENTS THAT MAY BE SENT TO, OR MADE AVAILABLE TO, TELFORD SHAREHOLDERS AND ANY DECISION MADE BY SUCH TELFORD SHAREHOLDERS SHOULD BE MADE SOLELY AND ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN ANY SUCH DOCUMENTS.
This part of the website and any of the information contained in this part of the website is not intended to and does not constitute or form part of an offer or invitation to purchase or subscribe for, or the solicitation of an offer to sell or otherwise dispose of, any securities, whether pursuant to the offer or otherwise. The offer will be communicated to Telford shareholders solely by means of a formal document made available in due course, which will contain the full terms and conditions of the offer.
The information contained in this part of the website is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by CBRE and Telford.
To allow you to view information about the Offer, you must read this notice and then click "ACCEPT". If you are unable to agree, you should click "DECLINE" and you will not be able to view information about the Offer.
The release, publication or distribution of any material or information on this part of the website in jurisdictions other than the United Kingdom may be restricted by law and therefore persons viewing this part of the website, and into whose possession any information in this part of the website comes, 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 applicable restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.
These materials are not directed at or intended to be accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS PART OF THE WEBSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.
This part of the website contains information that has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers, 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.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this part of the website.
Additional US Information
The Offer relates to the securities of a UK 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 in this part 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 Offer, since Telford is located in a country other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of shares may not be able to sue Telford or its respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel Telford and its respective affiliates to subject themselves to the jurisdiction or judgment of a US state or federal court.
This part of the website and the information contained in this part of the website contain statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "Telfords", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of CBRE or Telford to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements of CBRE or Telford to differ materially from the expectations of CBRE or Telford, as applicable, include, among other things, general business and economic conditions globally, commodity price volatility, industry trends, competition, changes in government and other regulation, including in relation to the environment, health and safety and taxation, labour relations and work stoppages, changes in political and economic stability, disruptions in business operations due to reorganisation activities (arising from the offer or otherwise), interest rate and currency fluctuations, the failure to satisfy any conditions of the offer on a timely basis or at all, the failure to satisfy the conditions of the offer if and when implemented (including approvals or clearances from regulatory and other agencies and bodies) on a timely basis or at all, the inability of the combined group to successfully realise any anticipated synergy benefits if and when the offer is declared wholly unconditional, the inability of the merged group to successfully integrate CBRE and Telford's operations and programmes if and when the offer is declared wholly unconditional, the combined group incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to the offer if and when the offer is declared wholly unconditional. Such forward-looking statements should therefore be construed in light of such factors. Neither Telford, nor any of its associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this part of the website or the information contained in this part of the website will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Additional factors that may affect future results are contained in Telford’s latest annual report (available at Telford’s corporate website). These factors also should be considered by the reader.
Other than in accordance with its legal or regulatory obligations (including under the AIM Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority), Telford is not under any obligation and Telford expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Not a profit forecast or quantified financial benefit statement
Save as otherwise expressly stated in any relevant information, no statement in this part of the website or the information contained in this part of the website is intended as a profit forecast, a profit estimate or a quantified financial benefit statement within the meaning of Rule 28 of the Takeover Code. No statement in this part of the website or the information contained in this part of the website should be interpreted to mean that the future earnings per share of the combined group, CBRE and/or Telford for current or future financial years will necessarily match or exceed the historical published earnings per share of CBRE and/or Telford.
The information published by Telford on this part of the website speaks only at the specified date of the relevant document and Telford has, and accepts, no responsibility or duty to update or revise such information. Please note that this notice and the information may be altered, updated or removed from time to time (in whole or in part), at the sole discretion of Telford, and should be read in full carefully each time you visit this section of the website.
In relation to any announcements or other materials related to the Offer published by, or which relate to Telford, that are accessible on this part of the website, the only responsibility accepted by Telford and its directors is for the correctness and fairness of its reproduction (unless the responsibility statement in any relevant document says otherwise).
Neither the directors of Telford, nor Telford, 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 section of the website.
You should not download, mail, forward, distribute, send or share any of the information on this part of the website to any person. In particular, you should not download, mail, forward, distribute, link or send the information to any jurisdiction where it would be unlawful to do so.
If you are in any doubt about the contents of this part of the website 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 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
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.
- I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this part of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
- I represent and warrant to Telford that I intend to access this part 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 this notice.
If you are not able to give these confirmations, you should click on “DECLINE” below.
ACCEPT: I have read and accept the information on this page.
DECLINE: I have read the information on this page, but do not accept it.