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Dematic - SDI

Mandatory Cash Offers (the “Offers”) by Dematic Group S.A.R.L. for the entire issued and to be issued ordinary and B ordinary share capital of SDI Group Limited (other than those ordinary shares owned by FSU Investments Limited)


This microsite contains all the relevant public documents relating to the Offers which are subject to the Takeover Code.

ACCESS TO THIS 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 THIS SECTION OF THE WEBSITE.

Disclaimer

NOTE: ELECTRONIC VERSIONS OF THE MATERIAL YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THIS MICROSITE IN GOOD FAITH.

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN A JURISDICTION WHERE EXTENSION OR ACCEPTANCE OF THE OFFER WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS 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 DEMATIC GROUP S.A.R.L. (“DEMATIC”) REGARDS AS UNDULY ONEROUS ("RESTRICTED JURISDICTION").

Basis of access

The information contained on this microsite in respect of the Offers is made available in good faith and does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offers or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The Offers will be made by means of a formal offer document which will contain the full terms and conditions of the Offers, including details of how to accept the Offers (the "Offer Documents"). In considering the Offers, shareholders of SDI Group Limited (“SDI”) should only rely on the information contained, and procedures described, in the formal Offer Documents.

Please note that this notice may be altered or updated. You should read it in full each time you access this microsite.

The information contained on this microsite speaks only at the date of the relevant document or announcement reproduced on this microsite, and Dematic has, and accepts, no responsibility or duty to update any such information, document or announcement and reserves the right to add to, remove or amend any information reproduced on this microsite at any time.

Neither the directors of Dematic, nor any of the Dematic group of companies nor any of their affiliated companies, 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.

Forward-looking statements

The information on this microsite, including information included or incorporated by reference, contains "forward-looking statements" concerning Dematic and/ or SDI that are subject to risks and uncertainties. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative thereof, as well as variations of such phrases or statements that certain actions, events or results "may", "could", "should", "would", "might", or "will" be taken, occur or be achieved. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or implied in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the ability of Dematic or SDI to control or estimate precisely, such as future market conditions, changes in regulatory environment and the behaviour of other market participants. Neither Dematic nor SDI can give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the relevant document. Neither Dematic nor SDI undertakes any obligation to update or revise publicly any of these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Overseas Shareholders

The materials contained on this microsite contain information in respect of the Offers. Viewing this information may not be lawful if you are resident 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 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.
The Offers will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction by any means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws of such jurisdiction. By clicking "CONFIRM" below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Dematic and SDI are lawfully entitled to make the content of any communication or document in relation to the Offers available to you under applicable securities laws. If you are unable to give this representation, do not view the content of any communication or document in relation to the Offers. If you are not resident in a Restricted Jurisdiction, you may access any communication or document in relation to the Offers 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 any communication or document in relation to the Offers by virtue of applicable laws or regulatory requirements, please exit this microsite. Similarly, copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction. If you are not permitted to view materials on this microsite or are in any doubt as to whether you are permitted to view these materials, please exit this microsite and seek independent advice. Neither Dematic nor SDI assumes any responsibility for any violation by any person of any of these restrictions.

Acceptance

Electronic versions of these materials are not directed at or accessible by persons resident in any Restricted Jurisdiction. Accordingly, you may only access the microsite if you are able to provide the confirmations below. If you are resident or located in any Restricted Jurisdiction, you must click on the Decline box below in order to exit the microsite.

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 the microsite, by clicking on the "CONFIRM" box below, you are making the following confirmations:

  • (i) I have read and understood the notice set out above and agree to be bound by its terms;        
  • (ii) I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the materials on the microsite does not constitute a violation of the relevant laws of such jurisdiction and I am not acting on behalf of someone who is resident or located in a Restricted Jurisdiction; and       
  • (iii) I will not copy, forward, transfer or distribute these materials to any person who is resident or located in a Restricted Jurisdiction. 

CONFIRM

(NOTE: The above link points to the international English version of this website)