ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY SYNTHOMER PLC (“SYNTHOMER” OR THE “COMPANY”) FOR INFORMATION PURPOSES ONLY.
DUE TO RESTRICTIONS UNDER APPLICABLE SECURITIES LAWS, THESE MATERIALS ARE RESTRICTED AND ARE NOT INTENDED FOR, AND MUST NOT BE ACCESSED BY, OR DISTRIBUTED OR DISSEMINATED TO, PERSONS RESIDENT OR PHYSICALLY LOCATED IN CERTAIN JURISDICTIONS.
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DISCLAIMER - IMPORTANT INFORMATION
Please read this notice carefully - it applies to all persons who view this webpage. Please note that the notice set out below may be altered or updated. You should read it in full each time you visit the site.
ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY SYNTHOMER IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY IN CONNECTION WITH THE RIGHTS ISSUE TO WHICH THE MATERIALS RELATE (THE “RIGHTS ISSUE”).
THESE MATERIALS ARE RESTRICTED AND ARE NOT INTENDED FOR, AND MUST NOT BE ACCESSED BY, DISTRIBUTED, FORWARDED OR DISSEMINATED TO, DIRECTLY OR INDIRECTLY, PERSONS LOCATED OR RESIDENT IN (OR ORGANISED OR INCORPORATED UNDER THE LAWS OF) THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, HONG KONG, SINGAPORE AND UNITED ARAB EMIRATES, OR ANY OTHER JURISDICTIONS WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
Overseas persons
Viewing the materials you seek to access in jurisdictions other than the United Kingdom may be prohibited or restricted by applicable law and regulation. In some of these jurisdictions, only certain categories of persons may be allowed to view such materials. All persons resident outside the United Kingdom who wish 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 and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. It is your responsibility to satisfy yourself as to the full observance of any such legal and regulatory requirements. If any such prohibition applies or you are in any doubt as to whether any such prohibition applies, please exit this webpage.
The webpage and the information and materials contained herein do not constitute or form a part of any offer to sell or a solicitation of an offer to purchase or subscribe for securities in any jurisdiction or jurisdictions in which such offers, sales or solicitations are unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offering of securities will be made by way of a prospectus that contains detailed information about the issuer and the offered securities, including a discussion of risks, the issuer's business and relevant financial information.
The materials contained on this webpage do not constitute or form a part of any offer or solicitation to purchase or subscribe for any securities in the United States, Australia, Canada, Hong Kong, Singapore and United Arab Emirates or any other jurisdiction where the extension of availability of the materials to which you are seeking access would breach any applicable law or regulation. None of the securities to be issued pursuant to the Rights Issue have been or will be registered under the U.S. Securities Act, as amended (the “US Securities Act”) or under any applicable securities laws of any state of the United States or of Australia, Canada, Hong Kong, Singapore and United Arab Emirates or any other jurisdiction where the extension of availability of the materials to which you are seeking access would breach any applicable law or regulation, and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in, into or within the United States, Australia, Canada, Hong Kong, Singapore and United Arab Emirates, or any other jurisdiction where the extension of availability of the materials to which you are seeking access would breach any applicable law or regulation, except, in the case of the United States, pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of securities in the United States.
Any relevant securities registration or other clearances have not been and will not be made or obtained with or from the relevant authorities in any other jurisdiction except the United Kingdom. Accordingly, unless an exemption under the relevant securities law is applicable, the securities to be issued pursuant to the Rights Issue may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into any other jurisdiction if to do so would constitute a violation of any applicable law of, or require registration of such securities in, such jurisdiction.
Member States of the EEA
In relation to each member state of the European Economic Area (except France, Germany, Ireland, the Netherlands, Norway and Spain) (each, a “Relevant Member State”) the materials included on this webpage are only addressed to and directed at: (i) any legal entity which is a “qualified investor” as defined in Regulation (EU) 2017/1129, as amended (“Qualified Investors”); (ii) to fewer than 150 natural or legal persons (other than Qualified Investors) per Relevant Member State; or (iii) in any other circumstances falling within Article 1(3), 1(4) or 3(2) of Regulation (EU) 2017/1129, as amended. Any investment or investment activity to which the materials relate is available only to the persons referenced above and will only be engaged with such persons. Persons who do not fall into one of the above categories should not act or rely on the materials or any of its contents.
Australia
The materials contained in this webpage and the pages that follow are not, and under no circumstances are to be construed as a disclosure document under Part 6D.2 of the Australian Corporations Act 2001 (the “Corporations Act”). Accordingly, this document does not necessarily contain all of the information a prospective investor would reasonably expect to be contained in an offering document or which he/she may require to make an investment decision and has not been lodged with the Australian Securities and Investments Commission.
By clicking on the “Agree” button, persons in Australia seeking access to this webpage and the pages that follow represent and warrant to the Company that they are current shareholders of the Company or are otherwise entitled under the Corporations Act to lawfully receive and accept this offer without disclosure under Chapter 6D of the Corporations Act.
Canada
The materials contained in this webpage and the pages that follow are not, and under no circumstances are to be construed as, a prospectus, an advertisement or a public offering of securities in Canada. No Canadian securities regulatory authority has expressed an opinion about the securities offered and it is an offence to claim otherwise.
The distribution of the securities offered in Canada is being made only on a private placement basis exempt from the requirement that the Company prepare and file a prospectus with the applicable securities regulatory authorities. The Company is not a reporting issuer in any province or territory in Canada, its securities are not listed on any stock exchange in Canada and there is currently no public market for the securities offered in Canada. The Company currently has no intention of becoming a reporting issuer in Canada, filing a prospectus with any securities regulatory authority in Canada to qualify the resale of the securities offered to the public or listing its securities on any stock exchange in Canada.
By clicking on the “Agree” button, persons in Canada seeking access to this webpage and the pages that follow represent and warrant to the Company that they are current shareholders of the Company or are otherwise permitted to participate in the proposed offering under applicable Canadian securities laws on a prospectus and registration exempt basis, without the benefit of a prospectus, or similar document, qualified under such securities laws.
Hong Kong
The securities to be issued pursuant to the Rights Issue may not be offered or sold in Hong Kong, by means of any document, other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) of Hong Kong (the “HK SFO”) and any rules made under the HK SFO; or (ii) in other circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong) of Hong Kong (the “C(WUMP)O”) or an invitation to induce an offer by the public to subscribe for or purchase any shares and which do not result in the materials contained in this webpage and the pages that follow being a “prospectus” as defined in the C(WUMP)O. None of the materials contained in this webpage and the pages that follow may be issued or may be in the possession of any person for the purpose of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the securities to be issued pursuant to the Rights Issue which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the HK SFO and any rules made under the HK SFO or in other circumstances which do not constitute an offer or invitation to the public within the meaning of the C(WUMP)O. The materials contained in this webpage and the pages that follow have not been reviewed by any regulatory authority in Hong Kong.
By clicking on the “Agree” button, persons in Hong Kong seeking access to this webpage and the pages that follow represent and warrant to the Company that they are current shareholders of the Company and are either: (i) a “professional investors” as defined in the HK SFO and any rules made under the HK SFO; or (ii) or are otherwise permitted to participate in the proposed offering under applicable Hong Kong securities laws on a prospectus and registration exempt basis, without the benefit of a prospectus, or similar document, qualified under such securities laws.
Singapore
The materials contained in this webpage and the pages that follow do not constitute a prospectus to be registered with the Monetary Authority of Singapore and no such securities registration statement has or will be been filed in connection with the Rights Issue.
By clicking on the “Agree” button, persons in Singapore seeking access to this webpage and the pages that follow represent and warrant to the Company that are either (i) a current shareholder of the Company; (ii) an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”); or (iii) a relevant person pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA.
Basis of access
Access to electronic versions of the materials is being made available on this webpage and the pages that follow by SYNTHOMER for information purposes only. Any person seeking access to this webpage and the pages that follow represents and warrants to SYNTHOMER that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for securities in SYNTHOMER or constitute a recommendation by SYNTHOMER or any other party to sell or buy securities in SYNTHOMER.
Although care has been taken by the Company in the preparation of the information, not all such information may be accurate and up to date in all respects. No reliance may be placed for any purpose whatsoever on the information or opinions contained in the materials being made available on this webpage or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein. No representation or warranty, express or implied, is given by or on behalf of SYNTHOMER or either Goldman Sachs International, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc and Citigroup Global Markets Limited (together the “Underwriters”) or any of such persons’ affiliates or their respective directors, officers, employees, agents or advisers or any other person as to the accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose of the information or opinions contained on this webpage and no liability whatsoever is accepted by SYNTHOMER or either of the Underwriters or any of such persons’ affiliates or their respective directors, officers, employees, agents or advisers or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith. None of the Company and the Underwriters accepts any responsibility, obligation or liability whatsoever for any direct or indirect or consequential loss or damages of any kind resulting from any use of or reliance on this webpage or any information contained in it.
Please note that the information appearing in the materials is accurate only as of the date of the relevant document, regardless of the time of delivery of the document or of any offer or sale of the New Ordinary Shares. Each of SYNTHOMER and the Underwriters expressly disclaims any duty to provide any additional information, update or keep current information contained in the materials, or to remedy any omissions in or from the materials and any opinions expressed in the materials except as required by applicable law.
Each of the Underwriters is acting exclusively for SYNTHOMER and no one else in connection with the Rights Issue. They will not regard any other person as their respective client in relation to the Rights Issue and will not be responsible to anyone other than SYNTHOMER for providing the protections afforded to their respective clients, nor for providing any advice in connection with the Rights Issue or any other matter, transaction or arrangement referred to in the information contained herein.
General
The materials contained in this webpage and the pages that follow may contain projections and other forward-looking statements. The words “believe”, “expect”, “anticipate”, “intend” and “plan” and similar expressions identify forward-looking statements. All statements other than statements of historical facts, including, without limitation, those regarding the Company’s financial position, potential business strategy, potential plans and potential objectives, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate.
None of the Company, its officers, advisers or any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur, in part or in whole.
The forward-looking statements in this document speak only as at the date of this document. To the extent required by applicable law or regulation (including as may be required applicable law), the Company will update or revise the information in this document. Otherwise, the Company assumes no obligation to update or provide any additional information in relation to such forward-looking statements. Additionally, statements of the intentions or beliefs of the Company’s board of directors reflect their intentions and beliefs of the as at the date of the relevant document and may be subject to change as the composition of the board of directors alters, or as circumstances require.
Any other information contained in, or that can be accessed via, our website does not constitute a part of the materials.
You are responsible for protecting against viruses and other destructive items. Your use of this webpage is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses or other items of a destructive nature.
By clicking on the “Agree” button, you confirm that you have read and understood the information set forth above and agree to be bound by its terms, that you are permitted to proceed to electronic versions of the materials, and that breach of these certifications could mean that you are in breach of applicable laws or regulations.
If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage or click “DO NOT AGREE” below.
Please read this notice carefully - it applies to all persons who view this webpage. Please note that the notice set out below may be altered or updated. You should read it in full each time you visit the site.
ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY SYNTHOMER IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY IN CONNECTION WITH THE RIGHTS ISSUE TO WHICH THE MATERIALS RELATE (THE “RIGHTS ISSUE”).
THESE MATERIALS ARE RESTRICTED AND ARE NOT INTENDED FOR, AND MUST NOT BE ACCESSED BY, DISTRIBUTED, FORWARDED OR DISSEMINATED TO, DIRECTLY OR INDIRECTLY, PERSONS LOCATED OR RESIDENT IN (OR ORGANISED OR INCORPORATED UNDER THE LAWS OF) THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, HONG KONG, SINGAPORE AND UNITED ARAB EMIRATES, OR ANY OTHER JURISDICTIONS WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
Overseas persons
Viewing the materials you seek to access in jurisdictions other than the United Kingdom may be prohibited or restricted by applicable law and regulation. In some of these jurisdictions, only certain categories of persons may be allowed to view such materials. All persons resident outside the United Kingdom who wish 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 and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. It is your responsibility to satisfy yourself as to the full observance of any such legal and regulatory requirements. If any such prohibition applies or you are in any doubt as to whether any such prohibition applies, please exit this webpage.
The webpage and the information and materials contained herein do not constitute or form a part of any offer to sell or a solicitation of an offer to purchase or subscribe for securities in any jurisdiction or jurisdictions in which such offers, sales or solicitations are unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offering of securities will be made by way of a prospectus that contains detailed information about the issuer and the offered securities, including a discussion of risks, the issuer's business and relevant financial information.
The materials contained on this webpage do not constitute or form a part of any offer or solicitation to purchase or subscribe for any securities in the United States, Australia, Canada, Hong Kong, Singapore and United Arab Emirates or any other jurisdiction where the extension of availability of the materials to which you are seeking access would breach any applicable law or regulation. None of the securities to be issued pursuant to the Rights Issue have been or will be registered under the U.S. Securities Act, as amended (the “US Securities Act”) or under any applicable securities laws of any state of the United States or of Australia, Canada, Hong Kong, Singapore and United Arab Emirates or any other jurisdiction where the extension of availability of the materials to which you are seeking access would breach any applicable law or regulation, and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in, into or within the United States, Australia, Canada, Hong Kong, Singapore and United Arab Emirates, or any other jurisdiction where the extension of availability of the materials to which you are seeking access would breach any applicable law or regulation, except, in the case of the United States, pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of securities in the United States.
Any relevant securities registration or other clearances have not been and will not be made or obtained with or from the relevant authorities in any other jurisdiction except the United Kingdom. Accordingly, unless an exemption under the relevant securities law is applicable, the securities to be issued pursuant to the Rights Issue may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into any other jurisdiction if to do so would constitute a violation of any applicable law of, or require registration of such securities in, such jurisdiction.
Basis of access
Access to electronic versions of the materials is being made available on this webpage and the pages that follow by SYNTHOMER for information purposes only. Any person seeking access to this webpage and the pages that follow represents and warrants to SYNTHOMER that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for securities in SYNTHOMER or constitute a recommendation by SYNTHOMER or any other party to sell or buy securities in SYNTHOMER.
Although care has been taken by the Company in the preparation of the information, not all such information may be accurate and up to date in all respects. No reliance may be placed for any purpose whatsoever on the information or opinions contained in the materials being made available on this webpage or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein. No representation or warranty, express or implied, is given by or on behalf of SYNTHOMER or either Goldman Sachs International, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc and Citigroup Global Markets Limited (together the “Underwriters”) or any of such persons’ affiliates or their respective directors, officers, employees, agents or advisers or any other person as to the accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose of the information or opinions contained on this webpage and no liability whatsoever is accepted by SYNTHOMER or either of the Underwriters or any of such persons’ affiliates or their respective directors, officers, employees, agents or advisers or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith. None of the Company and the Underwriters accepts any responsibility, obligation or liability whatsoever for any direct or indirect or consequential loss or damages of any kind resulting from any use of or reliance on this webpage or any information contained in it.
Please note that the information appearing in the materials is accurate only as of the date of the relevant document, regardless of the time of delivery of the document or of any offer or sale of the New Ordinary Shares. Each of SYNTHOMER and the Underwriters expressly disclaims any duty to provide any additional information, update or keep current information contained in the materials, or to remedy any omissions in or from the materials and any opinions expressed in the materials except as required by applicable law.
Each of the Underwriters is acting exclusively for SYNTHOMER and no one else in connection with the Rights Issue. They will not regard any other person as their respective client in relation to the Rights Issue and will not be responsible to anyone other than SYNTHOMER for providing the protections afforded to their respective clients, nor for providing any advice in connection with the Rights Issue or any other matter, transaction or arrangement referred to in the information contained herein.
General
The materials contained in this webpage and the pages that follow may contain projections and other forward-looking statements. The words “believe”, “expect”, “anticipate”, “intend” and “plan” and similar expressions identify forward-looking statements. All statements other than statements of historical facts, including, without limitation, those regarding the Company’s financial position, potential business strategy, potential plans and potential objectives, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate.
None of the Company, its officers, advisers or any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur, in part or in whole.
The forward-looking statements in this document speak only as at the date of this document. To the extent required by applicable law or regulation (including as may be required applicable law), the Company will update or revise the information in this document. Otherwise, the Company assumes no obligation to update or provide any additional information in relation to such forward-looking statements. Additionally, statements of the intentions or beliefs of the Company’s board of directors reflect their intentions and beliefs of the as at the date of the relevant document and may be subject to change as the composition of the board of directors alters, or as circumstances require.
Any other information contained in, or that can be accessed via, our website does not constitute a part of the materials.
You are responsible for protecting against viruses and other destructive items. Your use of this webpage is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses or other items of a destructive nature.
By clicking on the “Agree” button, you confirm
If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage or click “DO NOT AGREE” below.
IMPORTANT INFORMATION
You have been prevented from obtaining access to the information contained herein due to the securities laws of the country in which you are located or resident.
If you are a shareholder of the Company, you may still access a combined prospectus and circular, which contains a shareholder circular relating to the general meeting of the Company in connection with the Rights Issue. The circular is shared with you for the purposes of inviting you to vote at that general meeting. It does not constitute and should not be construed as an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in any jurisdiction. The circular is not a prospectus or prospectus equivalent document.
The securities to be issued pursuant to the Rights Issue referred to in the circular have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “US Securities Act”) or under any securities laws of any state of the United States or of Australia, Canada, Hong Kong, Singapore and United Arab Emirates or any other jurisdiction where the extension of availability of the materials to which you are seeking access would breach any applicable law or regulation, and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States, Australia, Canada, Hong Kong, Singapore and United Arab Emirates, or any other jurisdiction where the extension of availability of the materials to which you are seeking access would breach any applicable law or regulation except, in the case of the United States, pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
By clicking “I am a shareholder” below, you are confirming that you understand and agree to the above and are either a registered or beneficial holder of ordinary shares in the Company. You agree that the materials you receive are for your own use and will not be distributed to any person outside of your organisation.