Disclaimer

Important Notice

Recommended cash offer (the Offer) for Taliesin Property Fund Limited (Taliesin) by Wren Bidco Limited and Canary Bidco Limited (newly formed companies owned by funds advised by affiliates of by The Blackstone Group L.P.) (the Offerors).

THIS SECTION OF THE WEBSITE (THE MICRO-SITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE OFFER (TOGETHER, THE INFORMATION).  THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.  THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

ACCESS TO THE MICRO-SITE MAY BE RESTRICTED UNDER THE 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 IN THE MICRO-SITE.  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 OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH TALIESIN REGARDS AS DULY ONEROUS (A RESTRICTED JURISDICTION).

Basis of access to the Micro-Site

Please read this notice carefully before clicking "I agree" or "I disagree" below.  This notice applies to all persons who view the Micro-Site and, depending on where you are located, may affect your rights and responsibilities.  This notice may be amended or updated by Taliesin from time to time and accordingly it should be read carefully in full each time you wish to view the Micro-Site.  In addition, the content of the Micro-Site, and its availability to persons resident in certain jurisdictions, may be amended at any time in whole or in part at the sole discretion of Taliesin.

Any person seeking access to the Micro-Site represents and warrants to Taliesin that they are doing so for information purposes only.  Making the Information available does not constitute an offer to sell or the solicitation of an offer to buy shares in Taliesin or otherwise in any jurisdiction in which such offer or solicitation is unlawful.  Further, it does not constitute a recommendation by Taliesin or any other party to sell or buy securities in Taliesin.

Taliesin shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Offer.  Any shareholder action required in connection with the Offer will be set out in documents sent to or made available to Taliesin's shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

Overseas persons

Viewing the Information in jurisdictions other than the United Kingdom may be prohibited or restricted by applicable law and regulation.  In some jurisdictions, only certain categories of person are allowed to view the Information.  Any person resident outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

Copies of any documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in any Restricted Jurisdiction.  Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send them to any Restricted Jurisdiction.

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

Additional information for US Investors

The Offer is expected to be made by way of a scheme of arrangement under the laws of Jersey. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer provisions of the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the US Exchange Act). Accordingly, the Offer will be subject to Jersey procedural and disclosure requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws.  

Any financial statements or other financial information included in this section 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 Taliesin shares to enforce their rights and claims arising out of the US federal securities laws, since Taliesin is, and any offeror may be, located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. US holders of Taliesin 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.

The receipt of cash pursuant to the Offer by a US holder of shares in Taliesin may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Holders of Taliesin shares are urged to consult their independent professional adviser immediately regarding the tax consequences of accepting the Offer.

Forward looking statements

The Information may contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of the Offerors and Taliesin about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although the Offerors and Taliesin believe that the expectations reflected in any such forward-looking statements are reasonable, the Offerors and Taliesin can give no assurance that such expectations 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 include, but are not limited to future market conditions, changes in general economic and business conditions, the behaviour of other market participants, and changes in general economic and market conditions in the countries in which the Offerors and Taliesin operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which the Offerors and Taliesin operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither the Offerors nor Taliesin, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in the Information will actually occur. You are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules), neither the Offerors nor Taliesin is under any obligation, and the Offerors and Taliesin expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Unless expressly stated otherwise, no statement contained or referred to in the Information is intended to be a profit forecast or asset valuation.

Responsibility

In relation to any Information, the only responsibility accepted by the directors of Taliesin is for the correctness and fairness of its reproduction, unless the responsibility statement in any relevant document expressly provides otherwise.

Neither Taliesin nor its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any document, announcement or 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 the Micro-Site 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.

N M Rothschild & Sons Limited, authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Taliesin and no-one else in connection with the Offer and will not be responsible to anyone other than Taliesin for providing the protections afforded to clients of N M Rothschild & Sons Limited or for providing advice in relation to the Offer or any other matter referred to in the Information.

THE DOCUMENTS IN THE MICRO-SITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

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:

If you click I disagree below, we will be unable to provide you with access to the Information and you will be redirected to Taliesin's homepage.