Please read this notice carefully – it applies to all persons who view this section of the website
IMPORTANT NOTICE
RECOMMENDED OFFER BY WARPAINT LONDON PLC (“WARPAINT”) FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF BRAND ARCHITEKTS GROUP PLC (“BRAND ARCHITEKTS”) (THE “OFFER”), ANNOUNCED ON 5 DECEMBER 2024.
THIS SECTION OF THE WEBSITE (THE “MICROSITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY BRAND ARCHITEKTS AND/OR WARPAINT RELATING TO THE OFFER IN COMPLIANCE WITH THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS (A) NOT DIRECTED AT, AND IS NOT 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 ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY THAT BRAND ARCHITEKTS CONSIDERS TO BE UNDULY ONEROUS (A “RESTRICTED JURISDICTION”) OR (B) NOT FOR DISTRIBUTION IN OR INTO ANY RESTRICTED JURISDICTION. 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 information relating to the Offer
You are attempting to enter the Microsite, which is designated for the publication of documents and information in connection with the Offer.
The Information contained in this Microsite is not intended to and does not constitute or form part of any offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for or otherwise acquire any securities in the capital of Brand Architekts or otherwise in any jurisdiction in which such offer or solicitation is unlawful. Any decision made in relation to any such offer should be made solely and only on the basis of the information provided in any such document.
Please read this notice carefully – it applies to all persons who view this Microsite and, depending upon who you are and where you live, it may affect your rights and responsibilities. Brand Architekts 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 attempt to visit the Microsite.
For regulatory reasons, Brand Architekts has to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view the Information, 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 the Information.
Overseas Persons
The Information is not for publication or distribution, directly or indirectly, in or into any 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, 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 by clicking on “I disagree” below. Brand Architekts and Warpaint and their 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 the 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 and warrant that you are not a national of, or resident in, a Restricted Jurisdiction and that Brand Architekts 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 and warranty, do not click on “I agree” below.
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 web page by clicking on the “I disagree” box below and seek independent advice.
To the fullest extent permitted by applicable law, Brand Architekts and Warpaint and their respective directors, employees, agents and advisers, disclaim any and all responsibility or liability for the violation of such restrictions by any person.
Various contents of the Microsite have been prepared in accordance with English law and the Code, and, accordingly, the Information 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 under English law. Accordingly, the Offer is subject to disclosure requirements and practices applicable in the United Kingdom to such transactions which differ from the disclosure requirements of United States tender offer rules. Also, the financial information included in the Microsite has been prepared in accordance with the International Financial Reporting Standards and this 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 Brand Architekts shares to enforce their rights and claims arising out of the US federal securities laws, since Warpaint and Brand Architekts 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 Brand Architekts 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 judgement.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer, or passed under the fairness of the Offer or passed upon the adequacy or accuracy of any of the Information.
Forward-looking statements
This Microsite contains Information which may include statements which are, or may be deemed to be, “forward looking statements”. Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the subject matter of such statements and are subject to risks and uncertainties that could cause the actual outcome to differ materially from those expressed or implied by those statements. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects” “intends”, “may”, “will” or “should” or their negatives or other variations or comparable terminology. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These events and circumstances include 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 disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. None of Brand Architekts, Warpaint, or any of their respective affiliates nor the directors, officers, employees or advisers of any such person, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any such forward-looking statements will actually occur. Given these risks and uncertainties, Brand Architekts shareholders should not place any 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. The Information included in this Microsite issued or published by Brand Architekts speaks only at the specified date of the relevant document. Brand Architekts and its affiliates and the directors, officers, employees or advisers of each such person expressly disclaims any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
Basis of access to Information
Access to the Information is being made available by Brand Architekts in good faith and for information purposes only. Any person seeking access to the Information represents and warrants to Brand Architekts and Warpaint that he or she is doing so for information purposes only. Making Information 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 Brand Architekts and Warpaint nor does it constitute an invitation, solicitation or recommendation by Brand Architekts, Warpaint 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 to any person. In particular, you should not forward, share or transmit the Information 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 Microsite 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 Brand Architekts' 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 Brand Architekts' shareholders.
Responsibility
Subject to any continuing obligations under applicable law or any relevant regulatory requirements, Brand Architekts and Warpaint, and each of their respective affiliated companies, expressly disclaim any obligation to disseminate, after the date of the posting of any document or announcement on the Microsite, 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 Microsite, the only responsibility accepted by the directors of Brand Architekts, Warpaint, and/or any other responsible representative of Brand Architekts and/or Warpaint (“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 Microsite and not for any other information on the website which you may visit on leaving the Microsite.
None of the Responsible Persons, Brand Architekts, Warpaint nor any of their 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 the Microsite or Brand Architekts' 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
If you are not able to give these confirmations, we cannot provide you with the Information on the Microsite and you should click on "I DECLINE" below.