Important Disclaimer
Possible offer (the “Possible Offer”) by Castlelake, L.P. on behalf of certain funds or affiliates for which it serves as investment manager (together “Castlelake”) for easyJet plc
ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) 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 MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR 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 CONSENT OR OTHER FORMALITY WHICH CASTLELAKE REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). 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 THE INFORMATION
If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. Castlelake reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of Castlelake.
To allow you to view information about the Possible Offer, you must read this notice and then click “I ACCEPT”. If you are unable to agree, you should click “I DECLINE” and you will not be able to view information about the Possible Offer.
The Information contained in this Microsite does 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 Possible Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Possible Offer would be made solely by means of an offer document or a scheme document which would contain the full terms and conditions of such offer, including details on how it may be accepted. Any decision made in relation to the Possible Offer should be made solely and only on the basis of the information provided in any such document.
OVERSEAS JURISDICTIONS
This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction. Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in this Microsite 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.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON, EITHER IN WHOLE OR IN PART. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN, EITHER IN WHOLE OR IN PART, TO ANY RESTRICTED JURISDICTION.
This Microsite contains Information that has been prepared for the purposes of complying with English law and the 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.
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 the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, you should not continue to seek access to this Microsite.
ADDITIONAL U.S. INFORMATION
The Possible Offer relates to the securities of an English company. The Possible Offer may be implemented by means of a scheme of arrangement provided for under English law. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules of the United States Securities Exchange Act of 1934, as amended from time to time (the “US Exchange Act”). If Castlelake exercises its right in the future to implement the Possible Offer by way of a takeover offer, such takeover offer will be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder, subject to any available exemptive relief. Accordingly, the Possible Offer will be subject to disclosure and other procedural requirements and practices applicable in England to schemes of arrangement and/or takeover offers, which differ from US requirements. Any financial information included in this Microsite may have been prepared in accordance with non-US accounting standards and thus 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.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Castlelake or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, easyJet plc shares outside of the US, other than pursuant to the Possible Offer, until the date on which the takeover offer or scheme of arrangement becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, and will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
It may be difficult for US holders of shares to enforce their rights and claims arising out of US federal securities laws in connection with the Possible Offer, since the bidding vehicle may be 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 a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and/or its affiliates to subject themselves to a US court’s judgement.
FORWARD-LOOKING STATEMENTS
This Microsite and the Information contained in it may contain certain forward-looking statements, which are based on the current expectations of the relevant management team and are naturally subject to uncertainty and changes in circumstances. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates” and words of similar import. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements, including (without limitation): the satisfaction of any conditions to the Possible Offer; business conditions, including fluctuations in product pricing, interest rates, currencies and foreign exchange rates; changes in demand for products and services; market developments and industry competition; changes in economic, business and political conditions, including inflation and deflation; government actions, conflicts and natural phenomena such as war, natural disasters and pandemics; environmental and physical risks; technological change; the impact of any acquisitions or similar transactions; and the impact of legal and regulatory developments and changes.
Given these risks and uncertainties, readers should not place undue reliance on forward-looking statements. All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained in this section. Neither Castlelake nor any of its affiliates undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, 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.
RESPONSIBILITY
The documents included in this Microsite issued or published by Castlelake speak only at the specified date of the relevant document and Castlelake has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other Possible Offer-related materials issued or published by any third party, or which relate to any third party, that are accessible on this Microsite, the only responsibility accepted by Castlelake and its responsible persons is for the correctness and fairness of its reproduction.
OTHER
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 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.
CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE
- I have read and understood the notice set out above and I agree to be bound by its terms.
- I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this Microsite or parts of it illegal.
- I will not print, download, copy, mail, forward, distribute, send or share any of the information or documents contained on this Microsite, either in whole or in part, to any other person at any time.
- I represent and warrant to Castlelake that I intend to access this Microsite for information purposes only.
If you are not able to give these confirmations, we cannot provide you with the Information on this Microsite and you should click on “I DECLINE” below.