Investor Relations Disclaimer

     

Recommended cash offer for Kentz Corporation Limited (the "Company") by SNC-Lavalin (GB) Limited, a wholly-owned subsidiary of SNC-Lavalin Group Inc. ("Bidder") to be implemented by a scheme of arrangement under Article 175 of the Companies (Jersey) Law 1991, as amended (the "Scheme").

THIS PART OF THE WEBSITE RELATES TO THE OFFER FOR THE COMPANY BY THE BIDDER (THE "PROPOSAL").

YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT THE COMPANY HAS DESIGNATED FOR THE PUBLICATION OF DOCUMENTS AND INFORMATION IN CONNECTION WITH THE PROPOSAL. PLEASE READ THE FOLLOWING DISCLAIMER, AND SIGNIFY YOUR AGREEMENT OR DISAGREEMENT BY CLICKING ON THE APPROPRIATE BUTTON AT THE BOTTOM OF THE PAGE. INFORMATION RELATING TO THE PROPOSAL IS BEING MADE AVAILABLE ON THIS PART OF THE WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. IN PARTICULAR, THE INFORMATION IS NOT DIRECTED AT, AND IS NOT ACCESSIBLE 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. IF YOU ARE NOT PERMITTED TO VIEW THESE MATERIALS, OR VIEWING THESE MATERIALS WOULD RESULT IN A BREACH OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THESE MATERIALS, PLEASE EXIT THIS WEBPAGE.

1. ACCESS TO INFORMATION RELATING TO THE PROPOSAL

Please read this notice carefully; it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights or responsibilities. This part of the website contains information relating to the Proposal. Please note that, as the Proposal progresses, the information contained on this part of the website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the website.

For regulatory reasons, the Company must ensure that persons seeking to access this part of the website are made aware of the appropriate regulations for the country which they are in. In order to view information relating to the Proposal on this part of the website, you must read the following and then press "I agree" to confirm that you have read and understood this disclaimer. If you are unable to confirm that you have read and understood this disclaimer, you should press "I disagree" and you will not be able to view any such information.

2. OVERSEAS PERSONS

Viewing or distribution of the information contained in this part of the website may not be lawful in certain jurisdictions and may be restricted by law, and therefore persons viewing this part of the website, and into whose possession any information in this part of the website comes, should inform themselves about, and observe, any applicable restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

If you are not permitted to view the information contained in this part of the website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage by clicking on the "I disagree" box below.

3. NOTICE TO US INVESTORS

Company shareholders ordinarily resident in the United States or with a registered address in the United States (and any custodian, nominee or trustee holding Company shares for persons in the United States or with a registered address in the United States) ("US Holders") should note that the Proposal relates to the shares of a Jersey company and is proposed to be implemented by means of a scheme of arrangement provided for under Jersey company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Proposal is subject to the disclosure requirements and practices applicable in Jersey to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules. If in the future, the Bidder exercises the right to implement the Proposal by way of a takeover offer and determines to extend the offer into the United States, the Proposal will be made in compliance with applicable United States laws and regulations. Financial information disclosed in respect of the Proposal has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom and/or Jersey that may not be comparable to financial information 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 the Company and the Bidder are located in countries 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 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 judgment.

4. BASIS OF ACCESS TO INFORMATION RELATING TO THE PROPOSAL

The information relating to the Proposal that can be accessed via this part of the website is being made available in good faith and for information purposes only, and is subject to these terms and conditions. Any person seeking access to this part of the website represents and warrants to the Company that he or she is doing so legally and for information purposes only. Making information relating to the Proposal available in electronic format on this part of the website is not intended to, and does not, constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Proposal or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.

Company shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Proposal. Any shareholder action required in connection with the Proposal will be set out in documents sent to or made available to Company shareholders. Downloading any information from this website does not constitute valid acceptance of the Proposal. Any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

The information contained in this part of the website 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 Company.

5. FORWARD-LOOKING STATEMENTS

Certain of the documents contained in this part of the website may contain certain forward-looking statements with respect to the financial condition, results of operations and business of the Company and certain plans and objectives of the Board of the Company. 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'', ''will'', ''may'', ''should'', ''would'', ''could'' or other words of similar meaning. These statements are based on assumptions and assessments made by the Board of the Company in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in the relevant documents could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the relevant documents. The Company assumes no obligation to update or correct the information contained in the documents in this part of the website, whether as a result of new information, future events or otherwise, except to the extent legally required. The statements contained in the documents in this part of the website are made as at the date of such documents, unless some other time is specified in relation to them, and service of the relevant documents shall not give rise to any implication that there has been no change in the facts set out in such documents since such date(s).

6. NOT A PROFIT FORECAST

Save as otherwise expressly stated in any relevant information, no statement in this part of the website or the information contained herein is intended as a profit forecast or a profit estimate, and no statement in this part of the website or the information contained herein should be interpreted to mean that the future earnings per share of the Company for current or future financial years will necessarily match or exceed the historical published earnings per share of the Company.

7. RESPONSIBILITY

In relation to any document, announcement or information contained in this part of the website, the only responsibility accepted by the directors of the Company is for the accuracy and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise. Documents included in this part of the website speak only at the specified date of the relevant document. Other than in accordance with its legal or regulatory obligations (including under the UK Listing Rules and Disclosure and Transparency Rules) the Company is not under any obligation, and expressly disclaims any obligation, to disseminate, after the date of the posting of information relating to the Proposal on this part of the website, any updates or revisions to any statements in the Proposal to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

None of the directors of the Company or its affiliated companies has reviewed, and none of them shall have any responsibility 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.

If you are in any doubt about the contents of this part 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 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

THE INFORMATION RELATING TO THE PROPOSAL THAT IS CONTAINED IN THIS PART OF THE WEBSITE MAY NOT BE DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR COULD CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS PART OF THE WEBSITE REPRESENTS AND WARRANTS TO THE COMPANY THAT HE OR SHE IS DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY.

8. GOVERNING LAW

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

9. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER

I have read and understood the disclaimer set out above. I represent and warrant to the Company that I intend to access this part 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. I agree to be bound by its terms. I confirm that I am permitted to proceed to this part of the website and that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this part of the website or parts thereof illegal.

I agree that I will not forward, transmit, transfer, distribute (by any means including by electronic transmission) any documents included in this part of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.

 

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