ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS OUTSIDE THE UNITED KINGDOM. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU OBTAIN ACCESS TO THE INFORMATION IN THIS AREA OF THE WEBSITE. THE INFORMATION HEREIN IS NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH WÄRTSILÄ TECHNOLOGY REGARDS AS UNDULY ONEROUS
The area of this website that you are now attempting to access is designated for the publication of documents and contains information relating to the offer (the "Offer") by Wärtsilä Technology Oy Ab ("Wärtsilä"), a wholly-owned subsidiary of Wärtsilä Corporation, for the entire issued and to be issued share capital of Hamworthy plc ("Hamworthy") to be implemented by a scheme of arrangement (the "Scheme").
The information contained in this area of the website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, the information contained in this area of the website does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The full terms and conditions of the Offer are set out in the formal scheme document (the "Scheme Document") which has been posted to all Hamworthy Shareholders. The Scheme Document contains, amongst other things, details of the scheme of arrangement, an explanatory statement (pursuant to Section 897 of the Companies Act 2006), notices of the Court Meeting and the General Meeting, and an expected timetable of principal events and details of the actions to be taken by Hamworthy Shareholders. Hamworthy Shareholders who choose to accept the Offer may only rely on the information, terms and conditions contained, and procedures described, in the Scheme Document.
Terms defined in the Scheme Document shall have the same meaning when used in this notice.
Access to the Website
If you would like to view this area of the website, please read this notice carefully. This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities. Wärtsilä 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 area of the website.
As a consequence of legal restrictions, the release, publication or distribution of information contained on this area of the website in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside the United Kingdom who wish to view this area of the website 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. If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.
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 this area of the website.
You should not forward, transmit or show the Scheme Document, or any other documents or information contained in this area of the website to any person. In particular, you should not forward or transmit the Scheme Document, any other documents or information contained therein to any jurisdiction where it would be unlawful to do so.
Notice to US investors
US Holders may vote in respect of the resolutions to be proposed at the meetings to be convened in connection with the Scheme.
US Holders should note that the Scheme relates to the shares of a UK company that is a “foreign private issuer” as defined under Rule 3b-4 under the US Securities Exchange Act of 1934 (the “US Exchange Act”), is subject to UK disclosure requirements (which are different from those of the United States) and is proposed to be made by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement for a foreign private issuer is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. Financial information included in the Scheme Document has been prepared, except the financial information relating to the Wärtsilä Group in Appendix IV (Historical Financial Information) and unless specifically stated otherwise, in accordance with accounting standards applicable in the UK and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.
The receipt of cash pursuant to the Scheme by a US Holder as consideration for the cancellation of its Hamworthy Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Hamworthy Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Scheme applicable to it. If, in the future, Wärtsilä exercises the right to implement the Acquisition by way of a Takeover Offer, such offer will be made in compliance with applicable US laws and regulations.
The Loan Notes that may be issued pursuant to the Scheme have not been and will not be registered under the United States Securities Act of 1933 ("Securities Act"). Nonetheless, even though the Loan Note Alternative will not be made available to US Holders, notice of the Loan Note Alternative will be given to US Holders on the same basis as it is given to other Hamworthy Shareholders. Accordingly, the offer of the Loan Notes will be made in reliance on the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) thereof.
Forward Looking Statements
This area of the website may contain “forward-looking statements”. All statements other than statements of historical facts included in this area of the website may be forward-looking statements.
Generally, the words “will”, “may”, “should”, “could”, “would”, “can”, “continue”, “opportunity”, “believes”, “expects”, “intends”, “anticipates”, “estimates”, "forecast" or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements 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 Wärtsilä's or Hamworthy's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on the Wärtsilä's or Hamworthy's business. Many of these risks and uncertainties relate 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. Wärtsilä and Hamworthy disclaim any obligation in respect of, and do not intend to update, these forward-looking statements, except as required pursuant to applicable law.
In relation to any document or information contained in this area of the website, the only responsibility accepted by the Wärtsilä Responsible Persons is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.
None of the Wärtsilä Responsible Persons, Wärtsilä or 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. The documents included in this area of the website speak only at the specified date of the relevant document and neither Wärtsilä nor any of its affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).
If you are in any doubt about the contents of this area of the website 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.
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