CASH OFFER (THE OFFER) FOR COBHAM PLC (COBHAM) BY AI CONVOY BIDCO LIMITED (BIDCO), AN INDIRECT SUBSIDIARY OF FUNDS MANAGED BY ADVENT INTERNATIONAL CORPORATION (ADVENT)
THIS SECTION OF THE WEBSITE (THE MICROSITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE INFORMATION) PUBLISHED BY COBHAM, BIDCO AND/OR ADVENT RELATING TO THE OFFER. 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.
Please read this notice carefully – it applies to all persons who view this Microsite and, depending upon whom you are and where you live, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time, and should be read carefully each time you visit this Microsite.
For regulatory reasons, Cobham 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The Information is not for publication or distribution, directly or indirectly, into any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for Cobham, Bidco or Advent 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 relevant 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 Microsite, 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. Cobham, Bidco and Advent and their 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 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 Cobham 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 Microsite by clicking on the "I DISAGREE" box below and seek independent advice.
To the fullest extent permitted by applicable law, Cobham, Bidco and Advent 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 this Microsite have been prepared in accordance with English law and the City Code on Takeovers and Mergers (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.
The Information may contain certain "forward‑looking statements" regarding the financial position, business strategy or plans for future operations of Cobham, Bidco, Advent and their respective groups of companies. All statements other than statements of historical fact included in any document may be forward‑looking statements. Forward‑looking statements also often use words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning. By their nature, forward‑looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the companies’ abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of the relevant document. Cobham assumes no obligation to, and does not intend to, revise or update any forward‑looking statements, except as required pursuant to applicable law or regulation.
Unless expressly stated otherwise, no statement in this Microsite is intended to constitute a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Cobham.
Basis of access to Information
Access to the electronic version of any Information relating to the Offer is being made available by Cobham in good faith and for information purposes only. Any person seeking access to the Information on this Microsite represents and warrants to Cobham 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 Cobham, Bidco or Advent nor does it constitute an invitation, solicitation or recommendation by Cobham, Bidco, Advent or any other person to any other person to take any other action in relation to the Offer.
You should not forward, transmit or show the information contained in this Microsite to any person. In particular, you should not forward or transmit the information contained in this Microsite in or into any Restricted Jurisdiction.
If you are in any doubt about the contents of this Microsite or, where applicable, 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. Any actions or decisions required by Cobham’s 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 Cobham’s shareholders.
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.
Subject to any continuing obligations under applicable law or any relevant regulatory requirements, Cobham, Bidco and Advent and any of their affiliated companies expressly disclaim any obligation to disseminate, after the date of the posting of any document or announcement on this 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 Cobham and/or Bidco and/or other responsible representative of Advent (the 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, Cobham, Bidco, Advent or any of their 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 Microsite or Cobham’s website by a third party.
Confirmation of understanding and acceptance of disclaimer
By clicking the link below labelled "I AGREE" you represent and warrant to Cobham, Bidco and Advent that:
- you have read and understood the terms set out above and which you understand may affect your rights and responsibilities;
- you are not (nor do you act on behalf of someone who is) resident in any country or jurisdiction that renders the accessing of the Microsite illegal or otherwise resident in any Restricted Jurisdiction;
- you are lawfully entitled to access the Information available to you in this Microsite under all applicable laws and regulations and are otherwise permitted to proceed to the Microsite;
- you will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in the Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation;
- you intend to access the Microsite for information purposes only, that you have read and understood this notice and that you understand that it may affect your rights or responsibilities; and
- no person (including, without limitation, Cobham, Bidco, Advent or their respective directors, employees, agents or advisers) will breach any applicable law or regulation in connection with your access to this Microsite.