Offer for the Company

Disclaimer

Announcement of a firm intention to make an offer (the Offer) for the shares in Sigma Capital Group plc (Sigma) by Six Bidco Ltd (a newly formed company indirectly owned by investment funds managed by PineBridge Benson Elliot LLP) (Bidco).

THIS SECTION OF THE WEBSITE (THE MICROSITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER, THE INFORMATION) PUBLISHED BY SIGMA AND/OR BIDCO RELATING TO THE OFFER. 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 MICROSITE 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 ON THE MICROSITE. 

Access to the Microsite

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. Sigma 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 Sigma and without notice.

Basis of access

The Information is not intended to, and does not, constitute or form any part of a recommendation or 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 transaction 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 Sigma has, and accepts, no responsibility or duty to update any Information, or notify any party that any Information has been updated (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 advice from an independent financial adviser authorised and regulated in the United Kingdom by the Financial Conduct Authority or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser as to the suitability of any action.

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 Sigma or Bidco.

Responsibility

In relation to any Information contained in this Microsite, the only responsibility accepted by Sigma is for the correctness and fairness of its reproduction or presentation, unless a responsibility statement in any relevant document expressly provides otherwise.

Neither Sigma nor its directors, officers, employees or members, nor any of its or their affiliated entities, 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 to do so would violate the law of that jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which Sigma regards as unduly onerous (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 persons may be allowed to view such materials. Any person resident or located outside the United Kingdom who wishes 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.

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 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.

By clicking “ACCEPT” below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Sigma is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give this representation, do not click “ACCEPT” and do not view the Information.

If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this Microsite and seek independent advice. Neither Sigma or Bidco nor any of their advisers assume any responsibility for any violation by any person of any of these restrictions. To the fullest extent permitted by applicable law, Sigma and Bidco and their respective officers, directors, employees, consultants, advisers, agents and representatives, disclaim any and all responsibility or liability for the violation of such restrictions by any person.

This Microsite contains Information that has been prepared for the purposes of complying with English law, and, in particular, the City Code on Takeovers and Mergers, 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.

Notice to US investors

The Offer is being made to acquire the securities of an English company 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 Securities Exchange Act of 1934 (the US Exchange Act). Accordingly, the Offer is subject to disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer rules. Also, the financial information included in the 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 Bidco exercises its right in the future to implement the Offer by way of a takeover offer, that offer will be made in compliance with the applicable US laws and regulations.

It may be difficult for US holders of Sigma shares to enforce their rights and claims arising out of the US federal securities laws, since Sigma is located in a country other than the United States, and some or all of its officers and directors may be residents of a country other than the United States. US holders of Sigma shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the 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. In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Sigma shares outside of the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, N+1 Signer will continue to act as an exempt principal trader in Sigma shares on the AIM market of the London Stock Exchange. 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, will be reported to a Regulatory Information Service of the Financial Services Authority and will be available on the London Stock Exchange website, www.londonstockexchange.com.

Forward looking statements

The Information may contain certain “forward looking statements” regarding the financial position, business strategy or plans for future operations of Sigma and its affiliated entities and/or Bidco and its affiliated entities. 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” 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’ 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. Sigma 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.

No profit forecast

Save as otherwise expressly stated in any relevant information, no statement in any document contained in the Microsite is intended as a profit forecast or a profit estimate for any period and no statement in any document contained in the Microsite should be interpreted to mean that the earnings or earnings per share of Sigma or any of its affiliates for current or future financial years will necessarily match or exceed the historical published earnings per share for Sigma.

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 OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Electronic versions of these materials are not directed at or accessible by persons resident or located in a Restricted Jurisdiction.

This notice, and any non-contractual obligations arising out of or in connection with this notice, shall be governed by, and interpreted in accordance with, English law.

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 “ACCEPT”.

Confirmation of understanding and acceptance

In order to view the materials on this Microsite, by clicking on the “ACCEPT” box below, you are making the following confirmations:

I represent and warrant to Sigma that I intend to access this Microsite for information purposes only, that I have read and understood the notice set out above and that I agree to be bound by its terms;

  • I represent and warrant to Sigma that I am 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 I am not resident or located in, or acting on behalf of someone who is resident or located in, a Restricted Jurisdiction;
  • I represent and warrant to Sigma that I will not copy, forward, transfer or distribute the Information to any person who is resident or located in a Restricted Jurisdiction; and
  • I represent and warrant to Sigma that no person (including, without limitation, Sigma and its affiliated entities and their respective officers, directors, employees, consultants, advisers, agents and representatives) will breach any applicable law or regulation in connection with my access to this Microsite.

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.

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