DISCLAIMER ‑ IMPORTANT
Possible offer for DCC plc ("DCC") by Energy Capital Partners, LLC and Kohlberg Kravis Roberts & Co. L.P (together, the "Consortium") (the “Possible Offer”)
ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS 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 CONTAINED IN THIS SECTION OF THE WEBSITE (THE "INFORMATION"). THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION, OR VIEWING THE INFORMATION WOULD RESULT IN A BREACH OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS WEBPAGE.
THIS SECTION OF THE WEBSITE (THE "MICROSITE") CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE "INFORMATION") RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE IRISH TAKEOVER PANEL ACT 1997, TAKEOVER RULES 2022 (THE ''IRISH TAKEOVER RULES''). 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.
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 where you live, it may affect your rights or responsibilities. DCC 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 Microsite. In addition, the contents of the Microsite may be amended at any time in whole or in part at the sole discretion of DCC.
Basis of access
The Information is not intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of or an invitation or the solicitation of an offer to purchase or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the Information or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The Information speaks only at the date of the relevant document or announcement and DCC has, and accepts, no responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation).
If you are in doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking such advice in Ireland, should be authorised or exempted pursuant to European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017) or the Investment Intermediaries Act 1995 (as amended) or, if you are taking such advice in the United Kingdom, should be authorised pursuant to the Financial Services and Markets Act 2000 of the United Kingdom or, if you are taking advice elsewhere, is an appropriately authorised independent financial adviser.
The Information contained in this Microsite 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 or on behalf of DCC and/or the Consortium.
Responsibility
In relation to any Information contained in this Microsite, the only responsibility accepted by DCC and the directors of DCC is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither DCC, its affiliates nor any of their respective directors or advisers have 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 this Microsite by a third party.
Overseas Persons
The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where it would be unlawful to do so (each a "Restricted Jurisdiction"), accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident or located outside Ireland or 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.
Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it to any person. In particular, the Information should not be distributed or sent in, into or from a Restricted Jurisdiction.
If you are not resident or located in a Restricted Jurisdiction, you may access the Information but 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 or download the Information, or viewing or downloading the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view or download the Information, please exit this Microsite by clicking on the "Decline" box below and seek independent advice. Neither DCC, its affiliates nor any of their respective directors or advisers assume any responsibility for any violation by any person of any of these restrictions.
This Microsite contains Information that has been prepared for the purposes of complying with Irish law and the Irish Takeover Rules 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 Ireland.
Additional US information
The Possible Offer may be made to acquire the securities of an Irish company. The Possible Offer may be implemented by means of a scheme of arrangement provided for under Irish 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 the Consortium decides in the future to implement the Possible Offer by way of a general offer, such general 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 Ireland to schemes of arrangement and/or general offers, including with respect to the offer timetable, withdrawal rights, settlement procedures and timing of payments, which differ from the disclosure requirements of US domestic tender offer rules. Also, certain financial information included in this Microsite has been prepared in accordance with International Financial Reporting 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.
If the Consortium decides in the future to implement the Possible Offer by way of a general offer, in accordance with normal Irish practice and pursuant to Rule 14e-5(b) of the US Exchange Act, the Consortium or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, DCC shares outside the United States, other than pursuant to such general offer, before or during the period in which such general offer remains open for acceptance. 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 under Irish and/or English law, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.
It may be difficult for US holders of DCC shares to enforce their rights and claims arising out of US federal securities laws, since DCC 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 DCC 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 its affiliates to subject themselves to a US court’s judgement.
Forward‑looking statements
The Information may contain certain "forward‑looking statements" regarding the financial position, business strategy or plans for future operations of DCC, the Consortium and their respective group of companies. All statements other than statements of historical fact included in any document may be forward‑looking statements. Forward‑looking statements also often use words such as "believe", "expect", "estimate", "intend", "anticipate", "target", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" and words of a similar meaning. By their nature, forward‑looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the companies' respective 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 which speak only as at the date of the relevant document. DCC assumes no obligation to, and does not intend to, revise or update any forward‑looking statements, except as required pursuant to applicable law or regulation.
Unless expressly stated otherwise, no statement in this Microsite is intended to constitute a profit forecast or quantified financial benefits statement for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the Consortium or DCC as appropriate.
Acceptance of disclaimer
If you are not resident or located in a Restricted Jurisdiction and are able to give the confirmations set out below, please click on "CONFIRM".
Confirmation of understanding and acceptance
In order to view the materials on this Microsite, by clicking on the "CONFIRM" box below, you are making the following confirmations:
- I have read and understood the notice set out above and agree to be bound by its terms;
- I am a resident of or located in Ireland, the United Kingdom or another jurisdiction where the access to the Information by me does not constitute a violation of the relevant laws of such jurisdiction;
- I am not a resident of or located in a Restricted Jurisdiction and I am not acting on behalf of someone who is resident or located in a Restricted Jurisdiction;
- I will not copy, forward, transfer or distribute the Information to any person at any time; and
- I represent and warrant to DCC that I intend to access this Microsite for information purposes only.
If you are not able to give these confirmations (as applicable), you should click on "DECLINE" below and we cannot provide you with the Information contained on this Microsite.
Subject to any continuing obligations under applicable law or any relevant regulatory requirements, DCC expressly disclaims any obligation to disseminate, after the date of the posting of any document or announcement on this webpage, any updates or revisions to any statements in such documents or announcements in relation to the Possible Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.