IMPORTANT INFORMATION
OFFER FOR EVOKE PLC (the “Target”) BY BALLY’S INTRALOT S.A. (the “Bidder”)
You are attempting to access an area of the Target’s website (the “Microsite”) that is designated for the publication of announcements, information and documents (together the “Information”) in connection with the recommended offer to be made by the Bidder for the entire issued and to be issued ordinary share capital of the Target to be implemented by way of a court-sanctioned scheme of arrangement (the “Offer”). The Offer is expected to be made by means of a scheme document which will contain the full terms and conditions of the Offer, including details on how it may be approved. Any decision made or action required to be taken in relation to the Offer should be made solely on the basis of the information provided in any such document.
The Information in the Microsite 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 to access the Microsite to view the Information, please read the entirety of this notice carefully before clicking “I agree” or “I disagree” below. If you are unable to agree, or unsure whether you are able to agree, you should click “I disagree”.
ACCESS TO THE MICROSITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OR REGULATIONS OF CERTAIN JURISDICTIONS. IN PARTICULAR, THE INFORMATION IN THE MICROSITE IS NOT DIRECTED AT, OR INTENDED TO BE ACCESSED BY, PERSONS RESIDENT, OR OTHERWISE LOCATED, 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 THE TARGET REGARDS AS UNDULY ONEROUS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT, OR OTHERWISE LOCATED, IN SUCH JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE MICROSITE.
Access to the Microsite
This notice applies to all persons who access the Microsite to view the Information and, depending on who you are and where you are located, may affect your rights or responsibilities. The Information in the Microsite does not constitute an offer to sell, or otherwise dispose of, or any invitation or solicitation of any offer to purchase or subscribe for, any securities or the solicitation of a vote or approval pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
This notice, the Information in the Microsite, and the availability of the Information in the Microsite to persons resident in certain jurisdictions may be amended, removed or updated by the Target at any time in whole or in part at the sole discretion of the Target and accordingly this notice and the Information in the Microsite should be read carefully in full each time you wish to access the Microsite and view the Information.
The Information in the Microsite speaks only at the date of the relevant publication, document or announcement and the Target 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).
The Information in the 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 the Target.
IF YOU ARE PERMITTED TO ACCESS THE MICROSITE AND VIEW THE INFORMATION IN THE MICROSITE, YOU SHOULD NOT RELEASE, DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND, SHARE, TRANSMIT OR SHOW ANY OF THE INFORMATION IN THE MICROSITE (EITHER IN WHOLE OR IN PART, OR DIRECTLY OR INDIRECTLY) TO ANY OTHER PERSON. IN PARTICULAR, YOU SHOULD NOT RELEASE, DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND, SHARE OR OTHERWISE TRANSMIT THE INFORMATION CONTAINED THEREIN (EITHER IN WHOLE OR IN PART OR DIRECTLY OR INDIRECTLY) TO ANY PERSON RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD VIOLATE THE RELEVANT LAWS OR REGULATIONS IN THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT ON ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH THE TARGET REGARDS AS UNDULY ONEROUS.
The City Code on Takeovers and Mergers
The City Code on Takeovers and Mergers (the “Code”) does not apply to the Target as it is registered in Gibraltar. As a result, a takeover offer for the Target will not be regulated by the UK Panel on Takeovers and Mergers (the “Panel”). The Target’s articles of association contain certain provisions requiring the Target to use its reasonable endeavours to apply the rules of the Code to a takeover offer for the Target (except where not in the best interest of the Target to do so), although these do not provide the full protections afforded by the Code and the enforcement of such provisions is the responsibility of the Target, not the Panel. Accordingly, shareholders of the Target are reminded that the Panel does not have responsibility, in relation to the Target, for ensuring compliance with the Code and is not able to answer shareholders’ questions in that regard.
Persons located outside the United Kingdom (the “UK”)
The Information in the Microsite is not directed at or intended to be accessible by persons resident or located in any jurisdiction if 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 governmental or other consent on any registration, filing or other formality which the Target regards as unduly onerous.
As a consequence of legal restrictions, the release, publication or distribution of Information in the Microsite in certain jurisdictions or to certain persons may be restricted or unlawful. It is the responsibility of any person who wishes to access the Microsite, and into whose possession any Information in the Microsite comes, who is resident or located outside of the UK to inform themselves about, and fully observe, any applicable legal or regulatory requirements and restrictions applicable in their jurisdiction. Any failure to comply with such requirements and restrictions may constitute a violation of the securities laws of such jurisdiction and the Target and its advisers do not assume any responsibility for any violation by any person of any of these requirements or restrictions. Therefore, if you are, or have any doubt as to whether you are, resident or located in a jurisdiction that renders the accessing of the Microsite or parts thereof illegal, whether or not subject to the making of certain notifications or taking of any other action, you should not continue to seek to access the Microsite and should exit this webpage immediately without accessing any of the Information in the Microsite by clicking on the “I disagree” box below.
Forward-looking statements
Some of the Information in the Microsite (including information included or incorporated by reference) may include statements, other than statements of historical facts, that are or may be deemed to be “forward-looking statements”. Without limitation, any statements preceded or followed by or that include the words “target”, “aims”, “estimates”, “will”, “may”, “should”, “goals”, “hopes”, “continue”, “believes”, “expects”, “intends”, “anticipates”, “forecasts”, “plans” and “projects” or similar words or expressions of similar substance, or the negative thereof, identify forward-looking statements. Forward-looking statements include statements relating to the Bidder’s and/or the Target’s 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 operations and potential synergies resulting from the Offer.
By their nature, these forward-looking statements are prospective and are not based on historical facts, but rather on the current expectations, assessments and assumptions of the management of the Bidder and/or the Target about future events and are therefore subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements. Many of these risks, assumptions and uncertainties relate to factors that are beyond the Bidder’s and/or the Target’s ability to control or estimate precisely, such as: (i) future market conditions; (ii) changes in political, economic and business conditions; and (iii) the introduction of competing products and services or the behaviour of other market participants and/or customers. Neither the Bidder nor the Target nor any of their respective members, directors, officers, employees, advisers, affiliated companies or any person acting on their behalf provides any representation, assurance or guarantee that the events expressed or implied in any forward-looking statements will prove to be correct or will actually occur. Given these risks and uncertainties, you should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of this notice, as a prediction of actual results.
Each of the Bidder, the Target and their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them expressly disclaims any intention or obligation to update or revise any of the forward-looking statements set out in the Information in the Microsite, whether as a result of new information, future events or otherwise, except to the extent required by legal or regulatory obligation.
Unless expressly stated otherwise, no statement contained or referred to in the Microsite is intended to be a profit forecast.
Responsibility
In relation to any Offer related Information in the Microsite please note any statement of responsibility contained therein.
The Information in the Microsite issued or published by the Target speaks only at the specified date of the relevant announcement or document and neither the Target, nor any affiliated companies, have or accept any responsibility or duty to update such Information (other than to the extent required by legal or regulatory obligation).
In relation to any Information in the Microsite issued or published by any third party, or which relate to any third party, the only responsibility accepted by the Target and its directors is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.
Neither the directors of the Target, nor any affiliated companies, have reviewed and no such person is or shall be responsible for, or accepts any liability in respect of, any information on any other website that may be linked to or form part of this website by a third party.
Other
If you are in any doubt about the contents of the Microsite or the action you should take, you should immediately seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of understanding and acceptance of this notice
By clicking on “I agree” below, you:
- confirm that you have read, understood and agree to be bound by the terms of the notice set out above and that you understand that accessing the Microsite may affect your rights or responsibilities;
- warrant and represent to the Target that you intend to access the Microsite for information purposes only;
- warrant and represent to the Target that you are a resident of or located in the UK or another jurisdiction into which the distribution of the Information in the Microsite does not constitute a violation of the relevant laws of such jurisdiction;
- warrant and represent to the Target that you are not a resident of, or otherwise located in any jurisdiction where accessing the Microsite would constitute a violation of the relevant laws or regulations of that jurisdiction (or acting on behalf of any person resident of or otherwise located in any such jurisdiction); and
- agree that you will not forward, mail, send, transfer or otherwise distribute (by any means, including electronic transmission) any Information in the Microsite, either in whole or in part, to any other person, particularly if to do so would breach any applicable law or regulation.
If you click “I disagree”, we will be unable to provide you with access to the Microsite and the Information contained therein, and you will be redirected to the Target’s homepage.