Proposed merger of Costain Group PLC ("Costain") with May Gurney Integrated Services plc ("May Gurney Integrated Services") (the "Merger")
THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY COSTAIN AND/OR MAY GURNEY INTEGRATED SERVICES RELATING TO THE MERGER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE ON THIS WEBSITE BY COSTAIN IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
THE INFORMATION 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 COSTAIN AND/OR MAY GURNEY INTEGRATED SERVICES REGARDS AS UNDULY ONEROUS.
Access to the Information
This notice applies to all persons who view this part of the website and, depending upon who 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 in full each time you access the site.
This part of the website and any of the information contained herein 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 Merger or otherwise. The terms of any Merger will be communicated to shareholders solely by means of a formal document, which will contain the full terms and conditions of the Merger.
The information contained in this part of the website and the information contained herein 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 Costain and/or May Gurney Integrated Services.
For regulatory reasons, we have to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view the Information, you have to read the following notices then press "Agree". If you are unable to agree you should press "Disagree" and you will not be able to view the Information.
The Information contained on this website in respect of the Merger speaks only at the date of the relevant document or announcement reproduced on the website, and Costain and May Gurney Integrated Services have, and accept, no responsibility to update any such Information and reserve the right to add to, remove or amend any Information reproduced on this website at any time.
Costain and May Gurney Integrated Services have not reviewed, are not responsible for, and accept no liability in respect of, any information contained on any other website which may be linked to this website.
Subject to any continuing obligations under applicable law or any relevant listing rules, Costain and May Gurney Integrated Services expressly disclaim any obligation to disseminate, after the date of the posting of any information relating to the Merger or any Merger offer or proposal related documents on this webpage, any updates or revisions to any statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
The Information contained herein is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law or regulations of that jurisdiction (a "Restricted Jurisdiction"). The release, publication or distribution of any of the Information in jurisdictions other than the United Kingdom may be affected by the laws and regulations of relevant jurisdictions. People viewing the Information contained on this website should inform themselves of, and observe, any applicable regulatory and legal requirements and restrictions.
Unless otherwise determined by Costain and May Gurney Integrated Services or required by the Code and permitted by applicable law and regulation, any offer or proposal in connection with the Merger will not be made, directly or indirectly, in or into, the United States or any Restricted Jurisdiction and any such offer or proposal made will not be capable of acceptance from or within the United States or any Restricted Jurisdiction.
Notice to US Persons
The Merger relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Merger is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.
Financial information included in this part of the website has been or will be prepared in accordance with accounting standards applicable in the United Kingdom that 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.
Any securities issued pursuant to the Merger will not be registered under the US Securities Act or under the securities laws of any state, district or other jurisdiction of the United States. Accordingly such securities may not be offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exemptions from or transactions not subject to applicable requirements of such jurisdictions. It is expected that any securities to be issued pursuant to the Merger will be issued in reliance upon the exemption from such registration provided by Section 3(a)(10) of the US Securities Act.
It may be difficult for US holders of May Gurney Integrated Services Shares to enforce their rights and any claim arising out of US federal laws, since Costain and May Gurney Integrated Services are located in a non-US jurisdiction and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of May Gurney Integrated Services 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.
If you are resident outside the UK, 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 if you are in any doubt as to whether you are permitted to do so, please exit this webpage.
Forward Looking Statements
This part of the website and the Information contained herein contain statements which are, or may be deemed to be, forward-looking statements. All statements regarding Costain’s (or May Gurney Integrated Services’s) future financial condition, results of operations and business strategy, plans and objectives are forward-looking. Statements containing the words "aim", "anticipate", "believe", "estimate", "expect", "intend", "may", "plan", "project", "will" and words of similar meaning are also forward-looking. In particular, the following are forward-looking in nature: statements with regard to strategy and management objectives; pending or potential acquisitions; future revenue sources; and trends in results, operations and the markets in which Costain (or May Gurney Integrated Services) operates. These forward-looking statements involve risks, uncertainties and other factors, some of which are beyond Costain’s (or May Gurney Integrated Services’s) control, and that may cause Costain’s (or May Gurney Integrated Services’s) results, performance or achievements or conditions in the markets in which Costain (or May Gurney Integrated Services, as applicable) operates to differ from those expressed or implied in these forward-looking statements. Readers are cautioned not to place reliance on these forward-looking statements. In any event, these statements speak only as of the date on which they are made, and neither Costain nor May Gurney Integrated Services undertakes any obligation to update or revise any of them, whether as a result of new information, future events or otherwise.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are 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 dispositions.
Confirmation of Understanding and Acceptance of Disclaimer
The Information is not directed at or accessible by persons located in any other Restricted Jurisdiction.
- 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 or would otherwise result in a breach of any applicable laws or regulations.
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