Important disclaimer

Recommended offer (the "Offer") by The Wellcome Trust Limited as trustee of the Wellcome Trust (“Wellcome”), for Urban&Civic plc (“Urban&Civic”)

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. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE 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 CONSENT OR OTHER FORMALITY WHICH WELLCOME REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).

THIS AREA OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE "INFORMATION") PUBLISHED BY WELLCOME AND/OR URBAN&CIVIC RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). 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.

1. Access to the Information

If you would like to view the Information contained in this area of the website, please read this notice carefully. This notice applies to all persons who view the Information contained in this area of the website and, depending on where you are located, may affect your rights or responsibilities. Wellcome 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. In addition, the contents of this area of the website may be amended at any time, in whole or in part, at the sole discretion of Wellcome.

To allow you to view information about the Offer, you must read this notice and then click "I ACCEPT". If you are unable to agree, you should click "I DECLINE" and you will not be able to view information about the Offer. 

The Information contained in this area of the website 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 Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The 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 the Offer should be made solely and only on the basis of the information provided in any such document.

NO OFFER (IF MADE) CAN BE VALIDLY ACCEPTED BY URBAN&CIVIC SHAREHOLDERS OR ANY OTHER PERSON BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THIS WEBSITE. URBAN&CIVIC SHAREHOLDERS SHOULD SEEK ADVICE FROM AN INDEPENDENT FINANCIAL ADVISER AS TO THE SUITABILITY OF ANY ACTION FOR THE INDIVIDUAL CONCERNED.

2. Overseas jurisdictions

This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.

Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. In certain jurisdictions, only certain categories of persons may be allowed to view such materials. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in this area of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS AREA OF THE WEBSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY RESTRICTED JURISDICTION.

This area of the website contains Information that has been prepared for the purposes of complying with English law and the 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.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this area of the website, or are in any doubt as to whether you are permitted to view the Information, please exit this area of the website.

3. Additional US information 

The Offer relates to the securities of a Scottish company and is subject to procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in this area of the website may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer, since Wellcome and Urban&Civic are located in a country other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of 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 the jurisdiction or judgment of a US court. 

4. Forward-looking statements

This area of the website and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Urban&Civic and certain plans and objectives of Wellcome with respect thereto.  These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts.  Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning.  These statements are based on assumptions and assessments made by Urban&Civic, and/or Wellcome in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate.  By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.  Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement.  Neither Urban&Civic nor Wellcome assumes any obligation to update or correct the information contained in this area of the website or the Information contained in it (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements.  Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. 

Unless expressly stated otherwise, no statement contained or referred to in this area of the website is intended to be a profit forecast. 

5. Responsibility

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

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

In relation to any such announcements or other Offer-related materials issued or published by Urban&Civic or which relate to Urban&Civic and the Urban&Civic Group, that are accessible on this area of the website, the only responsibility accepted by Wellcome and its responsible persons is for the correctness and fairness of its reproduction.

Neither the governors of Wellcome, 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 or from this area of the website.

6. Other

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 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.

This notice shall be governed by and construed in accordance with English law.

7. Confirmation of understanding and acceptance

  • I have read and understood the notice set out above and I agree to be bound by its terms.
  • I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal.
  • I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this area of the website to any other person at any time.
  • I represent and warrant to Wellcome that I intend to access this area of the website for information purposes only.

If you are not able to give these confirmations, you should click on I DECLINE below.