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Possible offer by Baring International Investment Limited (“Barings”) to acquire the entire issued and to be issued ordinary share capital of Irish Residential Properties REIT plc (“IRES”) (the “Possible Offer”).
THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS, COMMUNICATIONS AND INFORMATION (TOGETHER THE “INFORMATION”) RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE “IRISH 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.
ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS 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 SECTION OF THE WEBSITE. IF YOU ARE ABLE TO AGREE, PRESS “I AGREE” BELOW. IF YOU ARE UNABLE TO AGREE, YOU SHOULD PRESS “I DISAGREE” AND YOU WILL NOT BE ABLE TO VIEW INFORMATION RELATING TO THE POSSIBLE OFFER.
THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS LOCATED IN ANY JURISDICTION WHERE IT WOULD OR MAY VIOLATE THE LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH IRES REGARDS AS UNDULY ONEROUS (“RESTRICTED JURISDICTION”).
If you would like information on the Possible Offer please read this notice carefully – it applies to all persons who view this section of the website and, depending on where you live, it may affect your rights. IRES reserves the right to amend or update this notice at any time and you should read it in full each time you visit this section of the website. In addition, the contents of this section of the website may be amended at any time in whole or in part at the sole discretion of IRES.
BASIS OF ACCESS TO INFORMATION
The information contained in this section of the website in respect of the Possible Offer (the “Information”) is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Possible Offer or otherwise. Any person who proceeds to access this section of IRES’ website thereby represents and warrants to IRES that they are doing so for information purposes only.
The Information speaks only at the date of the relevant document, announcement, communication or information and IRES has, and accepts, no, and expressly disclaims any, responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation). IRES does not have, and does not accept, any responsibility or duty to update the Information and reserves the right to add to, remove or amend any Information reproduced on this part of its website at any time.
In relation to any Information, the only responsibility accepted by IRES is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither IRES, nor Barings, nor any of their affiliated companies, have reviewed, and no such person is, or shall be, responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this section of the website.
The Information 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 IRES or Barings.
This notice has been prepared for the purposes of complying with the laws of Ireland and the Irish Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this notice had been prepared in accordance with the laws of jurisdictions outside of Ireland.
FORWARD-LOOKING STATEMENTS
This section of the website and the Information may contain certain forward-looking statements with respect to the financial condition, strategies, objectives, results of operations and businesses of IRES and Barings following the implementation of the Possible Offer.
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements often are identified by their use of terms and phrases such as ‘anticipate’, ‘target’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’, ‘hope’, ‘aims’, ‘continue’, ‘will’, ‘may’, ‘should’, ‘would’, ‘could’ or other words of similar meaning.
These statements are based on assumptions and assessments made by Barings and/or IRES in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. 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. The factors described in the context of such forward-looking statements in the Information could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading the Information are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the Information.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals.
OVERSEAS PERSONS
Viewing the Information on this section of the website may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. Any person resident outside of Ireland who wishes to access the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
By selecting “I agree”, you represent that you are not a national of, or resident in, a Restricted Jurisdiction, and that IRES is lawfully entitled to make the content of any communication or document in relation to the Possible Offer available to you under applicable securities laws. If you are unable to give this representation, do not view the content of any of the Information.
Copies of the Information are not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such Information in, into or from any such jurisdiction, as doing so may invalidate any purported acceptance of the Possible Offer. If you are not permitted to view Information on this section of the website or are in any doubt as to whether you are permitted to view the Information, please exit this section if the website by selecting “I disagree” and seek your own financial advice from an appropriately authorised independent financial adviser. Neither IRES nor any of its respective advisers assumes any responsibility for any violation by any person of any of these restrictions.
ACCEPTANCE OF DISCLAIMER
By clicking “I agree” below, you hereby acknowledge that: (i) you have read and understood the notice set out above and agree to be bound by its terms; (ii) you are not (and do not act on behalf of someone who is) resident in a Restricted Jurisdiction; (iii) you represent and warrant to IRES that you intend to access this section of the website for information purposes only; and (iv) you will not, at any time, seek to release, copy, mail, forward, distribute, send or otherwise transmit, in whole or in part, any of the Information to any person who may be restricted from obtaining access to it.
If you are not able to give these confirmations, you should click on “I disagree” below.
