Please read and confirm that you accept the following terms and conditions
IMPORTANT DISCLAIMER
A RECOMMENDED OFFER ("OFFER") FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF IQGEO GROUP PLC ("OFFEREE") BY GEOLOGIST BIDCO LIMITED, A NEWLY FORMED COMPANY WHOLLY-OWNED BY FUNDS ADVISED BY KOHLBERG KRAVIS ROBERTS & CO. L.P. AND ITS AFFILIATES ("OFFEROR")
To the extent applicable, any references to the "Offeree" shall apply equally to its affiliated companies and its and their directors, officers, members, employees, representatives, and professional and financial advisers.
ACCESS TO THIS AREA 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. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED 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 ANY CONSENT OR OTHER FORMALITY WHICH THE OFFEREE REGARDS AS UNDULY ONEROUS.
This website contains announcements, documents and other information (together the "Information") published by the Offeree and/or the Offeror in connection with the Offer. The Information is being made available in good faith and for information purposes only and is subject to the terms and conditions set out below.
The Information is not intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of or an invitation or the solicitation of an offer to purchase or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
Access to the website
You are attempting to enter the part of this website that is designated for the publication of documents and information in connection with the Offer.
If you would like to view this part of the website, please read this notice carefully. This notice applies to all persons who view this part of the website and, depending on where you are located, may affect your rights or responsibilities. The Offeree reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the site. In addition, the contents of this part of the website may be amended at any time, in whole or in part, exclusively at the discretion of the Offeree.
This part of the website contains electronic versions of materials relating to the Offer. The materials you are seeking to access are made available in good faith and for information purposes only and are subject to the terms and conditions set out below. The materials do 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 Offer. Any person seeking to access this part of the website represents and warrants to the Offeree that they are doing so for information purposes only.
To allow you to view information about the Offer, you must read this notice and then click ‘I ACCEPT’. If you are unable, or have any doubt whether you are able to provide the necessary confirmations you should click ‘I DECLINE’ and you will not be able to view information about the Offer.
The Offer (if it proceeds) will be made solely by means of a scheme document or offer document which will contain the full terms and conditions of such Offer, including details on how it may be accepted. Any decision made in relation to such Offer should be made solely on the basis of the information provided in any such document.
Overseas jurisdictions
Viewing the materials you are seeking to access may be unlawful if you are resident or located in certain jurisdictions. In certain jurisdictions, only certain categories of persons may be allowed to view such materials. All persons resident or located outside of the UK who wish to view this part of the website 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. Any failure to comply with restrictions may constitute a violation of the securities laws of any such 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 MATERIALS ONTHE MICROSITE OR ANY COMMUNICATION OR DOCUMENT IN RELATION TO THE OFFER BY VIRTUE OF APPLICABLE LAWS OR REGULATORY REQUIREMENTS, PLEASE EXIT THE MICROSITE IMMEDIATELY. SHOULD YOU BE IN ANY DOUBT ABOUT WHETHER YOU ARE PERMITTED TO VIEW MATERIALS ON THE MICROSITE, YOU SHOULD NOT ACCESS THE MICROSITE AND YOU SHOULD TAKE LEGAL ADVICE.
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.
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 ("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.
Additional US information
The Offer relates to the securities of a company incorporated in England and Wales and is subject to UK procedural and disclosure requirements that are different from those of the United States ("US"). Any financial statements or other financial information included in this area 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 US. 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 each of the Offeree and the Offeror are located in a country other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders of shares may not be able to sue Offeree and Offeror or their respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel the Offeree and the Offeror and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.
Responsibility
In relation to any Offer-related materials accessible on this area of the website please note any statement of responsibility contained therein.
The information included in this part of the website provided, issued or published by the Offeree speaks only at the specified date of the relevant document or announcement and the Offeree has, and accepts, no responsibility or duty to update or revise such information, document or announcement (other than to the extent such duty arises as a matter of law or regulation). The Offeror reserves the right to add to, remove or amend any information reproduced on this area of the website at any time.
In relation to any announcements or other Offer-related materials provided, issued or published by the Offeree, or which relate to the Offeree or any of its subsidiaries, that are accessible on this area of the website, the only responsibility accepted by the Offeree and its directors is for the correctness and fairness of its reproduction or presentation.
Neither the Offeree nor any of its directors or affiliated companies, have reviewed, and none of them 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 part of the website.
Forward-looking statements
The information included in this part of the website may contain statements about the Offeree and the Offeror that are or may be forward-looking statements. All statements other than statements of historical facts included in this document 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’, ‘anticipates’, ‘estimates’, ‘projects’ or, words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include, but are not limited to, statements relating to the expected benefits of the acquisition to the Offeree and the Offeror, the expected timing and scope of the Offer, information on the Offeree's or the Offeror's financial condition, results of operations, business plans and objectives of management for future operations and other statements other than historical facts. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
Such forward-looking statements are based on current expectations, assumptions 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. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. 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 date hereof. Each of the Offeree, the Offeror and their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained on this part of the website, whether as a result of new information, future events or otherwise except as required by applicable law.
None the Offeree, the Offeror and their respective members, directors, officers, employees, advisers and any person acting on their behalf provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur.
No profit forecast
Save as otherwise expressly stated in any relevant information, no statement in any document contained in this area of the website is intended as a profit forecast or a profit estimate for any period and no statement in any document contained in this area of the website should be interpreted to mean that the earnings or earnings per share of the Offeree or any of its affiliates for current or future financial years will necessarily match or exceed the historical published earnings per share for the Offeree.
Other
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 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
Governing law
This notice shall be governed by and construed in accordance with English law.
Confirmation of understanding and acceptance of this disclaimer
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