IMPORTANT NOTICE
Recommended cash offer for BBGI Global Infrastructure S.A. (BBGI) by Boswell Holdings 3 SCSp (Bidco), a newly formed special limited partnership indirectly controlled by British Columbia Investment Management Corporation (the Offer).
THIS SECTION OF THE WEBSITE (THE MICROSITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE OFFER (TOGETHER, THE INFORMATION) PUBLISHED BY BBGI AND/OR BIDCO RELATING TO THE OFFER. THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
ACCESS TO THE MICROSITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF 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 OBTAIN A CONSENT OR COMPLY WITH ANY OTHER FORMALITY WHICH BBGI AND/OR BIDCO REGARD AS UNDULY ONEROUS (A RESTRICTED JURISDICTION).
Basis of access to the Microsite
Please read this notice carefully before clicking "I agree" or "I disagree" below. This notice applies to all persons who view the Microsite. This notice may be amended or updated by BBGI from time to time and accordingly it should be read carefully in full each time you wish to view the Microsite. In addition, the contents of the Microsite, and its availability to persons resident in certain jurisdictions, may be amended at any time in whole or in part at the sole discretion of BBGI and/or Bidco.
Any person seeking access to the Microsite represents and warrants to BBGI that they are doing so for information purposes only. The Information does not constitute an offer to sell or otherwise dispose of or any invitation or the solicitation of an offer to purchase or subscribe for any shares or securities in BBGI. Further, it does not constitute a recommendation by BBGI or any other party to sell or buy shares or securities in BBGI.
The Offer (when made) cannot be validly accepted by holders of BBGI shares or any other persons through means of downloading any Information from this Microsite.
BBGI shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Offer. Any shareholder action required in connection with the Offer will be set out in documents sent to or made available to BBGI's shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
Overseas persons
Viewing the Information in jurisdictions other than the United Kingdom may be prohibited or restricted by applicable law and regulation. In some jurisdictions, only certain categories of person are allowed to view the Information. Any person resident outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
The Information is not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access the Microsite.
You should not download, mail, forward, distribute, send or share the Information contained in this Microsite with any person. In particular, you should not mail, forward, distribute or send the Information contained on this Microsite to any Restricted Jurisdiction.
The Microsite contains Information that has been prepared for the purposes of complying with the laws of England and Wales 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.
If you are not permitted to download or view the Information, or if downloading or viewing the Information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to download or view the Information, please exit this webpage by clicking on the "I disagree" box below.
Forward looking statements
The Information may contain statements about Bidco and BBGI that are or may be forward looking statements. These statements are based on the current expectations of the management of Bidco and BBGI and are naturally subject to uncertainty and changes in circumstances. All statements, other than statements of historical facts included in the Information, may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “should”, “would”, “could”, “anticipates”, “estimates”, “projects”, “strategy” or words or terms of similar substance or the negative thereof are forward looking statements. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco’s and BBGI’s operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Bidco’s and BBGI’s business.
Such forward looking statements are not guarantees of future performance. By their nature, because they relate to events and depend on circumstances that will occur in the future, such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results and developments to differ materially from those projected or implied in any forward looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers’ strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations or interest and exchange rates and the outcome of any litigation. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, (which speak only as of the date hereof) and neither Bidco nor BBGI (nor any of their respective directors, officers, employees or advisers) provides any representation, assurance or guarantee that the occurrence of the events expressed or implied by the forward looking statements will actually occur. Further, Bidco and BBGI disclaims any obligation to update publicly or revise any forward looking or other statements contained herein, whether as a result of new information, future events or otherwise, except as required by applicable law.
All subsequent oral or written forward looking statements attributable to Bidco or BBGI, or any of their respective directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
Responsibility
In relation to any Information, the only responsibility accepted by the directors of BBGI is for the correctness of its reproduction, unless the responsibility statement in any relevant document expressly provides otherwise.
Neither BBGI nor its affiliated companies 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 website by a third party.
If you are in any doubt about the contents of the 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.
THE DOCUMENTS IN THE MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of understanding and acceptance of this notice
By clicking on "I agree" below, you:
- confirm that you have read, understood and agree to be bound by the terms of the notice set out above;
- warrant and represent that you are not a resident of, or otherwise located in any jurisdiction where accessing the Information would constitute a violation of the relevant laws or regulations of that jurisdiction (or acting on behalf of any person resident of or otherwise located in any such jurisdiction);
- warrant and represent to that you intend to access the Microsite for information purposes only, and understand that it may affect your rights or responsibilities; and
- agree that you will not transmit or otherwise send (directly or indirectly) any Information to any person in any jurisdiction if to do so would breach any applicable law or regulation.
If you click I disagree below, we will be unable to provide you with access to the Information and you will be redirected to BBGI’s homepage.