Offer by Tencent Holdings Limited (“Tencent”) for Sumo Group plc (“Sumo”) (the “Offer”)
THIS AREA OF THE WEBSITE (THE “MICROSITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE “INFORMATION”) PUBLISHED BY TENCENT AND/OR SUMO RELATING TO THE OFFER. THE INFORMATION YOU ARE SEEKING ACCESS TO IS BEING MADE AVAILABLE IN THIS MICROSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
ACCESS TO THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT LOCATED OR RESIDENT IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION.
THE INFORMATION IS NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS LOCATED OR RESIDENT IN ANY JURISDICTION WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH TENCENT REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
If you would like access to the Information, please read this notice carefully. It applies to all persons who view this Microsite and, depending on who you are and where you live and/or are located, it may affect your rights and/or responsibilities. Tencent 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 Microsite may be amended at any time, in whole or in part, at the sole discretion of Tencent.
Basis of access
The Information is made available for information purposes only, and does not constitute or form any part of an offer to sell or otherwise dispose of or an invitation or the solicitation of any 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.
The Information speaks only at the specified date of the relevant document or announcement reproduced in this Microsite, and Tencent does not have, or accept, any responsibility or duty to update or revise any such Information (other than to the extent such duty arises as a matter of law or regulation) and reserves the right to add to, remove or amend any Information reproduced in this Microsite at any time, in whole or in part, at its sole discretion.
In relation to any Information contained in this Microsite, the only responsibility accepted by Tencent and its directors is for the correctness and fairness of the Information’s reproduction or presentation in the Microsite unless a responsibility statement in any relevant document expressly provides otherwise.
The directors of each of Tencent, any of Tencent’s associated companies, Sumo and any of Sumo’s associated companies have not 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 Microsite.
The Information (including information incorporated by reference), may contain 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 business strategies and the environment in which Tencent and Sumo and their respective associated companies will operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.
The forward looking statements contained in the Information may relate to the financial position, business strategy, plans and objectives of management for future operations of Tencent and Sumo and their respective associated companies, and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms “believes”, “estimates”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “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. 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. Neither Tencent nor any of its associates, 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 the Information will actually occur. Given these risks and uncertainties, you should not place any reliance on forward looking statements, which speak only as of the date of the relevant document. Tencent expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast or profit estimate.
The materials contained in this Microsite contain Information in respect of the Offer. Viewing this Information may be unlawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. All persons resident or located outside the United Kingdom who wish 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 and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their 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, or if you are in any doubt as to whether you are permitted, to view the Information, please exit this website by clicking on the “DECLINE” option below.
The Information is not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such Information (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such Information in, into or from any such jurisdiction. Tencent and its advisers do not assume any responsibility for any violation by any person of any of these restrictions.
By clicking on the “CONFIRM” option below, you represent that you are not resident or located in a Restricted Jurisdiction and that Tencent is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are not permitted to view the Information in this Microsite, or viewing the Information would result in a breach of the above, or if you are unable to give this representation, please exit this website and do not view the content of any communication or document in relation to the Offer.
This Microsite has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers. 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 U.S. information
The Offer relates to the securities of a UK company and is subject to the United Kingdom’s procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in this Microsite 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 Tencent is located in a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. US holders of shares may not be able to sue Tencent or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel Tencent and its affiliates to subject themselves to the jurisdiction or judgment of a US court.
You should be aware that Tencent may purchase or arrange to purchase Sumo shares otherwise than under any offer or scheme related to the Offer, such as in open market or privately negotiated purchases.
If you are in any doubt about the contents of this Microsite 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
In order to view the materials in this Microsite, by clicking on the “CONFIRM” option below, you:
(i) confirm that you have read and understood the notice set out above and agree to be bound by its terms;
(ii) certify that you are a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the Information does not constitute a violation of the relevant laws of such jurisdiction and that you are not acting on behalf of someone who is resident or located in a Restricted Jurisdiction;
(iii) agree that you will not copy, forward, transfer or distribute (by any means including by electronic transmission) the Information (either in whole or in part) to any person who is resident or located in a Restricted Jurisdiction; and
(iv) represent and warrant to Tencent that you intend to access this Microsite and the Information for information purposes only.
If you are not able to give these confirmations, you should click on the “DECLINE” option below and we cannot provide you with the Information contained in this Microsite.