Disclaimer – Important Legal Notice
Recommended offer (the “Offer”) for the entire issued share capital of DCC Energy plc (“DCC Energy”) by Dragon Bidco Limited (“Bidco”), a newly incorporated company indirectly wholly owned by: (i) funds and investment vehicles advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates (“KKR”), and (ii) funds and investment vehicles advised by Energy Capital Partners Management, LP and its affiliates (“ECP”).
ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) 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 MICROSITE.
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 OBTAIN A CONSENT OR COMPLY WITH ANY OTHER FORMALITY WHICH KKR, ECP OR BIDCO REGARD AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
THIS MICROSITE CONTAINS CERTAIN ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED IN CONNECTION WITH THE OFFER IN COMPLIANCE WITH THE REQUIREMENTS OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES 2022 (THE “TAKEOVER RULES”).
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.
NO OFFER CAN BE VALIDLY ACCEPTED (OR, IF SUCH OFFER IS TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT, VOTED IN FAVOUR OF) BY DCC ENERGY OR ITS SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THIS WEBSITE.
Access to the Information
Please read this notice carefully – it applies to all persons who view the Information contained in this Microsite and, depending on who you are and where you are located, it may affect your rights and responsibilities. This notice and the Information contained on this Microsite may be altered or updated from time to time and each of KKR, ECP and Bidco reserve the right to amend or update this notice and the Information at its sole discretion without any further notice. This notice and the Information should be read carefully each time you visit this Microsite.
This Microsite contains electronic versions of materials relating to the Offer which are being provided for informational purposes only. The materials do 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. Any person seeking to access this Microsite represents and warrants to each of KKR, ECP and Bidco that they are doing so for information purposes only.
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 DO NOT ACCEPT” and you will not be able to view information about the Offer.
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. All persons resident outside of the United Kingdom of Great Britain and Northern Ireland (the “UK”) or Ireland who wish to view the Information contained in this Microsite 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. Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws of any such jurisdiction. To the fullest extent permitted by applicable law, KKR, ECP and Bidco disclaim any responsibility or liability for the violation of such restrictions by any person.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY RESTRICTED JURISDICTION.
Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
This Microsite contains Information that has been prepared for the purposes of complying with English law, Irish law and the Takeover Rules. 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 other jurisdiction.
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 Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.
Additional U.S. information
The Offer is expected to be implemented by means of a scheme of arrangement provided for under Irish law. Any scheme would be subject to disclosure requirements and practices applicable in Ireland to schemes of arrangement, which are different from the disclosure requirements of the US tender offer rules and/or the US proxy solicitation rules.
Any financial statements or other financial information included in this Microsite 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 to enforce their rights and claims arising out of the US federal securities laws, since DCC Energy and Bidco are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US.
US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.
Forward-Looking Statements
This Microsite and the Information contained in it may contain certain statements about Bidco, KKR, ECP and DCC Energy that are or may be deemed to be forward looking statements. These statements are based on the current expectations of the management of Bidco, KKR and ECP and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this area of the website include statements relating to the expected effects of the Offer on Bidco, KKR, ECP or any affiliate of KKR, ECP, DCC Energy or any member of the DCC Energy group of companies, the expected timing and scope of the Offer and other statements other than historical facts.
Forward-looking statements include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates”, “plans”, “aims”, “projects” and words of similar substance or the negative thereof. Neither Bidco nor KKR nor ECP can give any assurance that any expectations arising in connection with any of the forward-looking statements will prove to be correct. 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. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward‑looking statements.
These factors may include: changes in the global, political, economic, social, legal, business and competitive environments, in global trade policies, and in market and regulatory forces; the loss of or damage to one or more key customer relationships; changes to demand or customer ordering patterns; the failure of one or more key suppliers; changes in future inflation, deflation, exchange and interest rates, reserves estimates and fluctuations in component prices; changes in tax and national insurance rates; future business combinations, capital expenditures, acquisitions or dispositions; changes in general and economic business conditions; changes in the behaviour of other market participants; loss of market share and industry competition; labour disputes and shortages; outcome of pending or future litigation proceedings; the failure to maintain effective internal control over financial reporting or effective disclosure controls and procedures, the inability to remediate one or more material weaknesses, or the discovery of additional material weaknesses, in the internal control over financial reporting; other business, technical and/or operational risks and challenges; failure to comply with environmental and health and safety laws and regulations; timing of receipt of, or failure to comply with, necessary notices, concessions, permits and approvals; weak, volatile or illiquid capital and/or credit markets; any public health crises, pandemics or epidemics and repercussions thereof; changes to the boards of Bidco, KKR, ECP and/or DCC Energy and/or the composition of their respective workforces; safety and technology risks; exposures to IT system failures, cyber-crime, fraud and pension scheme liabilities; risks relating to natural disasters or environmental matters such as climate change; changes to law and/or the policies and practices of central banks or regulatory and governmental bodies; heightening of geopolitical tensions and any repercussions thereof; risks of expropriation and renegotiation of the terms of contracts with government authorities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; the ability of DCC Energy to retain key employees; and any cost of living crisis or recession. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.
All forward-looking statements contained in this Microsite and all subsequent oral or written forward-looking statements attributable to Bidco, KKR, ECP or any of their affiliated companies or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.
Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.
Each forward-looking statement speaks only as of the date of the relevant document within which the statement is contained. Neither Bidco nor KKR nor ECP nor any of their affiliated companies (nor any of their respective officers, employees or any persons acting on their behalf) undertake any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
Responsibility
In relation to any document, announcement or information contained on this Microsite, the only responsibility accepted is for the correctness and fairness of its reproduction, unless the corresponding responsibility statement in any relevant document expressly provides otherwise.
None of Bidco, KKR, ECP or any of their respective affiliated companies (or any of their respective officers, employees or persons acting on their behalf) have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
The documents and information included in this Microsite speak only at the specified date of the relevant document or information and neither Bidco nor KKR nor ECP nor any of their affiliated companies (or any of their respective officers, employees or representatives) have or accept any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).
Other
Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Bidco and no one else in relation to the Offer, the contents of this Microsite or any other matters referred to in the Information and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the Offer, the contents of this Microsite or any other matters referred to in the Information.
Morgan Stanley & Co. International plc, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Bidco and no one else in relation to the Offer, the contents of this Microsite or any other matters referred to in the Information and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Morgan Stanley & Co. International plc, or for providing advice in connection with the Offer, the contents of this Microsite or any other matters referred to in the Information.
If you are in any doubt about the contents of this Microsite 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.
Confirmation of Understanding and Acceptance of Disclaimer
By clicking ‘I Accept’ below, you give the following confirmations:
- I have read and understood the notice set out above and I agree to be bound by its terms.
- I represent and warrant that 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 Microsite or any part thereof illegal.
- I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents or information on this Microsite either in whole or in part, directly or indirectly, to any other person at any time, including to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
- I represent and warrant to Bidco, KKR and ECP that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
If you are not able to give the confirmations above, you should click “I Decline” below.