Disclaimer - Possible offer for John Laing Infrastructure Fund Limited

Possible offer for John Laing Infrastructure Fund Limited (“JLIF”) by a consortium which comprises Dalmore Capital Limited (as manager for and on behalf of certain infrastructure funds) (“Dalmore”) and Equitix Investment Management Limited (acting as manager of various funds) (“Equitix”, together with Dalmore, the “Consortium”) (the “Possible Offer”).


ACCESS TO THIS AREA OF THE WEBSITE 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 AREA OF THE WEBSITE. THIS INFORMATION 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 OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH JLIF REGARDS AS UNDULY ONEROUS (ARESTRICTED JURISDICTION”).


THIS PART OF THE SITE CONTAINS INFORMATION RELATING TO THE POSSIBLE OFFER. THIS INFORMATION IS BEING MADE AVAILABLE ON THIS WEBSITE BY JLIF IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CITY CODE”), IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS BELOW.

Access to the Offer
If you would like to view this section of the website, please read this notice carefully. This notice applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights or responsibilities.


Please note that as the Possible Offer progresses, the disclaimer set out below may be altered or updated. JLIF reserves the right to amend or update this disclaimer at any time and you should read it in full each time you visit this part of the website. In addition, the contents of this part of the site, and its accessibility by certain persons, may be amended at any time in whole or in part at the sole discretion of JLIF.


For regulatory reasons, we have to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view the documents on this website relating to the Possible Offer, you must read the following then click on “ACCEPT”. If you are unable to agree you should click on “DECLINE” and you will not be able to view the information on the Possible Offer.

NOTHING ON, OR WHICH CAN BE DOWNLOADED FROM, THIS PART OF THE WEBSITE CONSTITUTES AN OFFER FOR SALE OR SUBSCRIPTION OR ANY SOLICITATION FOR ANY OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION. THE POSSIBLE OFFER CANNOT BE VALIDLY ACCEPTED BY HOLDERS OF JLIF’S SHARES OR ANY OTHER PERSONS THROUGH MEANS OF DOWNLOADING A COPY OF ANY DOCUMENT FROM THIS WEBSITE. ANY OFFER WOULD BE MADE SOLELY BY MEANS OF AN OFFER OR 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 ANY OFFER SHOULD BE MADE SOLELY AND ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN ANY SUCH DOCUMENT.

Overseas Persons
Viewing this information may not be lawful, or may be restricted by securities laws or regulations, in certain jurisdictions. In other jurisdictions, only certain categories of person are allowed to view this information.


Any person seeking access to this website certifies that they are not located in the United States, Canada, Australia, Japan, New Zealand or the Republic of South Africa or any other jurisdiction where the release, publication or distribution of these materials would be unlawful. Any person seeking access to this website confirms that they have read and understood this disclaimer and agrees to be bound by its terms.


The information contained on this website does not constitute an offer of securities for sale in the United States. No securities have been, or will be, registered under the US Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction in the United States. No securities may be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within, into or in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

YOU SHOULD NOT, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE (INCLUDING, WITHOUT LIMITATION, BY TELEX, FACSIMILE TRANSMISSION, TELEPHONE, INTERNET OR OTHER FORMS OF ELECTRONIC COMMUNICATION) THE INFORMATION OR DOCUMENTS CONTAINED ON THIS PART OF THE WEBSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY RESTRICTED JURISDICTION OR WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LAWS OR REGULATIONS.

This part of the website contains information that has been prepared for the purposes of complying with Englishlaw and the City 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.


If you are not permitted to view the information relating to the Possible Offer on this website, or viewing the information relating to the Possible Offer would result in a breach of any of the above, or you are in any doubt as to whether you are permitted to view the information relating to the Possible Offer, please exit this web page by clicking on the “DECLINE” box below.


The availability of the information relating to the Possible Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Forward looking statements
This part of the website and the information contained in it may contain certain ‘forward-looking statements’ with respect to JLIF’s plans and its current goals and expectations relating to its future financial condition, performance, results, strategy and objectives, or that of any combined group following the Possible Offer. For example, statements containing words such as ‘may’, ‘will’, ‘should’, ‘continue’, ‘aims’, ‘estimates’, ‘projects’, ‘believes’, ‘intends’, ‘expects’, ‘plans’, ‘pursues’, ‘seeks’, ‘targets’ and ‘anticipates’, and words of similar meaning or the negative thereof, may be forward-looking. By their nature, all forward-looking statements involve risk and uncertainty because they are based on information available at the time they are made, including current expectations and assumptions, and relate to future events and circumstances which may be or are beyond JLIF’s control, including among other things: statements relating to the expected benefits of the Possible Offer; the background to, and reasons for, the Possible Offer; expectations of the Possible Offer on revenue and earnings of JLIF; future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; business and management strategies and the expansion and growth of JLIF; the United Kingdom’s domestic and global political, economic and business conditions (such as the United Kingdom’s exit from the European Union); market related risks such as fluctuations in interest rates and exchange rates, and the performance of financial markets generally; the impact of inflation and deflation; experience in particular with regard to mortality and morbidity trends, lapse rates and policy renewal rates; the impact of competition; the timing, impact and other uncertainties of future acquisitions or combinations within relevant industries; default by counterparties; information technology or data security breaches; natural or man-made catastrophic events; the failure to attract or retain necessary key personnel; the policies and actions of regulatory authorities; and the impact of changes in capital, solvency or accounting standards, and tax and other legislation and regulations in the jurisdictions in which JLIF and its affiliates operate. These may for example result in changes to assumptions used for determining results of operations or re-estimations of reserves for future policy benefits. As a result, JLIF’s actual future financial condition, performance and results may differ materially from the plans, goals, strategy and expectations set forth in the forward-looking statements.


Persons viewing this part of the website and the information contained in it should not place undue reliance on forward-looking statements. Except to the extent otherwise required by applicable law, JLIF undertakes no obligation to update any of the forward-looking statements contained in this part of the website or any other forward-looking statements it may make. Past performance is not an indicator of future results and unless expressly stated otherwise, no statement contained or referred to in this part of the website is intended to be a profit forecast, estimate or projection of JLIF’s future results.

Basis of access to information relating to the Possible Offer
Access to the electronic version of any information relating to the Possible Offer is being made available on its website by JLIF in compliance with the City Code, in good faith and for information purposes only. Any person seeking access to this part of the website represents and warrants to JLIF that they are doing so for information purposes only. Making the information relating to the Possible Offer available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy shares in JLIF. Further, it does not constitute a recommendation by JLIF or any other party to sell or buy shares in JLIF. JLIF’s shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. Any shareholder action required in connection with the Possible Offer will only be set out in documents sent to or made available to JLIF’s shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

Responsibility
In relation to any materials related to the Possible Offer accessible on this area of the website please note any statement of responsibility contained therein.


The documents included in this part of the website issued or published by JLIF speak only at the specified date of the relevant document and JLIF has, and accepts, no responsibility or duty to update or revise such documents.


In relation to any announcements or other materials related to the Possible Offer issued or published by JLIF, or which relate to JLIF and its group, that are accessible on this website, the only responsibility accepted by JLIF and its directors is for the correctness and fairness of its reproduction.


None of the directors of JLIF, JLIF, or any of their affiliated companies, has 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 or from this part of the website.

Other
If you are in any doubt about the contents of this part of the website or the action you should take, you should seek 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 United Kingdom, from an appropriately authorised independent financial adviser.

Confirmation of understanding and acceptance of this disclaimer notice
To visit the following pages of this website, you must confirm that you have understood the above disclaimer and agree to comply with the restrictions.
By selecting “ACCEPT” below, you:

  1. confirm you have read and understood the disclaimer set out above, understand that it may affect your rights and agree to be bound by its terms;
  2. warrant and represent to JLIF that you (or anyone you act on behalf of) 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;
  3. confirm and agree that you will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this website to any other person at any time; and
  4. warrant and represent to JLIF that you (or anyone you act on behalf of) intend to access this part of the website for information purposes only.
  5. confirm that you agree to the terms and conditions.

If you are not able to give these confirmations, we cannot provide you with the information on this part of the website and you should click on “DECLINE” below.