NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
FOR
IMMEDIATE RELEASE
15 February
2024
RECOMMENDED ALL-SHARE
MERGER
OF
BELVOIR GROUP
PLC
AND
THE PROPERTY FRANCHISE GROUP
PLC
to be implemented by means of
a scheme of arrangement pursuant to Part 26 of the Companies Act
2006 (the "Act")
RESULTS OF BELVOIR COURT MEETING AND GENERAL MEETING
AND
UPDATED TIMETABLE OF PRINCIPAL EVENTS
Introduction
On 10 January 2024, the boards of
Belvoir Group PLC ("Belvoir") and The Property Franchise
Group PLC ("TPFG")
announced that they had reached agreement on the terms of a
recommended all-share merger of TPFG and Belvoir ("Merger"). The Merger is to be
implemented by means of a scheme of arrangement under Part 26 of
the Act ("Scheme"). A
circular in relation to the Scheme was published by Belvoir on 24
January 2024 ("Scheme
Document").
The Belvoir Board is pleased to
announce that at the Court Meeting and the General Meeting, each
convened in relation to the proposed Scheme and held earlier
today:
· the requisite majority in number of the Voting Scheme
Shareholders who voted (either in person or by proxy), representing
not less than 75 per cent. in value of the Voting Scheme Shares
held by Voting Scheme Shareholders who voted, voted in favour of
the resolution to approve the Scheme at the Court Meeting;
and
· the requisite majority of Belvoir Shareholders voted to pass
the special resolution at the General Meeting to approve the
implementation of the Scheme and the adoption of amended articles
of association for Belvoir,
and accordingly the Scheme was
approved.
Capitalised terms in this
announcement, unless otherwise defined, have the same meaning as
set out in the Scheme Document.
Details of the resolutions passed
are set out in the notices of the Court Meeting and the General
Meeting at Parts VIII and IX (respectively) of the Scheme Document,
which is available (subject to certain
restrictions relating to persons in Restricted Jurisdictions)
on Belvoir's website at www.belvoirgroup.com/offer-for-Belvoir/
and on TPFG's website at www.propertyfranchise.co.uk.
The total number of Belvoir Shares
in issue at the Voting Record Time was 37,294,592 (excluding shares held in treasury). Consequently,
the total voting rights in Belvoir at the Voting Record Time were
37,294,592 and the total number of Voting Scheme Shares was
37,294,092 (being the Scheme Shares other than the Belvoir Shares in which David
Raggett is interested). Voting Scheme
Shareholders were entitled to one vote per
Voting Scheme Share held at the Voting Record Time at the Court
Meeting and Belvoir Shareholders were entitled to one vote per
Belvoir Share held at the Voting Record Time at the General
Meeting.
The detailed voting results in
relation to the Court Meeting and the General Meeting are
summarised below and this announcement will be posted on Belvoir's
website at www.belvoirgroup.com/offer-for-Belvoir/.
Voting results of the Court Meeting
At the Court Meeting, a majority in
number of Voting Scheme Shareholders who voted (either in person or
by proxy), representing 98.36
per cent. by value of those Voting Scheme Shares
voted, voted in favour of the resolution to approve the Scheme. The
resolution proposed at the Court Meeting was passed on a poll vote.
Details of the votes cast are as follows:
Results of the Court Meeting
|
Number of Voting Scheme Shares voted
|
% of Voting Scheme Shares
voted
|
Number of Voting Scheme
Shareholders who voted
|
% of Voting Scheme
Shareholders who voted
|
Number of Voting Scheme
Shares voted as a % of the issued share capital entitled to vote on
the Scheme
|
For
|
19,066,196
|
98.36
|
50
|
86.2
|
51.12
|
Against
|
317,718
|
1.64
|
8
|
13.8
|
0.85
|
Total
|
19,383,914
|
100
|
50*
|
100
|
51.97
|
*The total number of Voting Scheme
Shareholders voting for and against the resolution exceeds the
total number of Voting Scheme Shareholders who voted as
8 registered members gave
instructions for votes to be cast in favour of the resolution in
respect of part of their holding of Voting Scheme Shares and
against the resolution in respect of another part of their
holding.
Voting results of the General Meeting
At the General Meeting, the special
resolution to authorise the implementation of the Scheme, and also
approving the adoption of amended articles of association for
Belvoir, was duly passed on a poll vote. The results are detailed
as follows:
Results of the General
Meeting
|
Number of Belvoir Shares
voted
|
% of Belvoir Shares
voted
|
For*
|
20,723,218
|
98.49
|
Against
|
318,630
|
1.51
|
Total
|
21,041,848
|
100
|
Withheld**
|
1,814,216
|
N/A
|
* Includes discretionary
votes.
** A vote withheld is not a vote in law and is
not counted in the calculation of the proportion of votes 'For' or
'Against' the special resolution.
Please note that certain of the percentages set out in the
tables above have been rounded. As a result of such rounding, the
totals of percentages presented in these totals may vary slightly
from the actual arithmetical totals of such
percentages.
Next Steps
The outcome of today's Court Meeting
and General Meeting means that Conditions 2(a) and 2(b) (as set out
in Part III of the Scheme Document) have been satisfied. Subject to
the satisfaction or, where applicable, waiver, of the remaining
Conditions to the Scheme, including the sanction of the Scheme by
the Court, and the delivery of the Court Order to the Registrar of
Companies, the Scheme is expected to become Effective (and,
therefore, the Merger is expected to complete) on 7 March
2024.
The expected timetable for the
implementation of the Scheme is as follows:
Event
|
|
Expected
time/date
|
Scheme Sanction Hearing
|
|
6 March
2024 (1)
|
Last day of dealings in, and for
registration of transfers of, and disablement of CREST for, Belvoir
Shares
|
|
6 March
2024
|
Scheme Record Time
|
|
6.00 p.m.
on 6 March 2024
|
Suspension of dealings in Belvoir
Shares
|
|
7.30 a.m.
on 7 March 2024
|
Effective Date of the
Scheme
|
|
7 March
2024 (2)
|
Cancellation of admission of Belvoir
Shares to trading on AIM
|
|
7.00 a.m.
on 8 March 2024
|
Admission and commencement of
dealings of the New TPFG Shares on AIM
|
|
by no
later than 8.00 a.m. on 8 March 2024
|
Issue of New TPFG Shares
|
|
8 March
2024
|
CREST accounts of Belvoir
Shareholders credited with New TPFG Shares
|
|
at or soon
after 8.00 a.m. on 8 March 2024 (but not later than 21 March 2024,
being 14 days after the Effective Date)
|
Despatch of share certificates for
the New TPFG Shares
|
|
by 21
March 2024
|
Long Stop Date
|
|
11.59 p.m.
on 30 September 2024 (3)
|
|
|
|
| |
Notes:
1. The time of the
Scheme Sanction Hearing, the number of the Court and the name of
the Judge will be available on the Business and Property Court
Rolls Building Cause List at
https://www.gov.uk/government/publications/business-and-property-courts-rolls-building-cause-list
by 4.30 p.m. on the day before the Scheme Sanction
Hearing.
2. The Court Order approving
the Scheme is expected to be delivered to the Registrar of
Companies on the first Business Day after the date of the Scheme
Sanction Hearing, such that the Effective Date is expected to be on
7 March 2024. The events which are stated as occurring on
subsequent dates are conditional on the Effective Date and operate
by reference to this date.
3. This is the latest date by
which the Scheme may become Effective unless TPFG and Belvoir agree
(and the Panel and, if required, the Court permit) a later date or
if the Panel requires an extension to the Long Stop Date pending
final determination of an issue under section 3(g) of Appendix 7 to
the Takeover Code.
If any of the expected times and/or
dates above change, the revised times and/or dates will be notified
to Belvoir Shareholders by announcement through a Regulatory
Information Service, with such announcement being made available
(subject to certain restrictions relating to persons in Restricted
Jurisdictions) on Belvoir's website at www.belvoirgroup.com/offer-for-Belvoir/
and on TPFG's website at www.propertyfranchise.co.uk.
The person responsible for arranging
the release of this announcement on behalf of Belvoir is Louise
George, a director of Belvoir.
Enquiries:
The
Property Franchise Group PLC Gareth Samples
David Raggett
|
Tel: + 44
(0) 1202 405 549
|
Canaccord Genuity Limited
(Financial Adviser, Nominated Adviser and Joint Broker to
TPFG) Max Hartley
Harry Rees
|
Tel: + 44
(0) 20 7523 8000
|
Singer Capital Markets Advisory LLP
(Joint Broker to TPFG) Rick
Thompson
James Fischer
|
Tel: + 44
(0) 20 7496 3000
|
Alma PR
(PR
Adviser to TPFG) Justine
James
Joe Pederzolli
Kinvara Verdon
|
Tel: + 44
(0) 20 3405 0205
propertyfranchise@almastrategic.com
|
Belvoir Group PLC Dorian
Gonsalves
Louise George
|
Tel: + 44
(0) 1476 584 900
|
Cavendish Capital Markets Limited
(Rule 3 Adviser, Nominated Adviser and Broker to
Belvoir) Julian Blunt
Henrik Persson
Edward Whiley
|
Tel: + 44
(0) 20 7886 2500
|
Buchanan
(PR
Adviser to Belvoir) Charles
Ryland
Abby Gilchrist
|
Tel: + 44
(0) 20 7466 5000
|
Important
notices
Canaccord Genuity Limited ("CGL"), which, in the United Kingdom, is
authorised and regulated by the Financial Conduct Authority, is
acting exclusively for TPFG and no one else in connection with the
Merger and will not be responsible to anyone other than TPFG for
providing the protections afforded to clients of CGL nor for
providing advice in relation to the Merger or any other matter or
arrangement referred to in this announcement.
Cavendish Capital Markets Limited ("Cavendish"), which, in the United
Kingdom, is authorised and regulated by the Financial Conduct
Authority, is acting exclusively for Belvoir and no one else in
connection with the Merger and will not be responsible to anyone
other than Belvoir for providing the protections afforded to
clients of Cavendish nor for providing advice in relation to the
Merger or any other matter or arrangement referred to in this
announcement.
Further
information
This announcement is for information purposes only. It does
not constitute an offer or form part of any offer or an invitation
to purchase, subscribe for, sell or issue, any securities or a
solicitation of any offer to purchase, subscribe for, sell or issue
any securities pursuant to this announcement or otherwise in any
jurisdiction in which such offer or solicitation is unlawful. This
announcement does not comprise a prospectus or a prospectus
exempted document.
The Merger is being made solely by means of the Scheme
Document (or, if the Merger is, with the consent of the Panel (and
subject to the terms of the Co-operation Agreement), implemented by
way of a Takeover Offer, the Offer Document) which contains the
full terms and conditions of the Merger, including details of how
to vote in favour of the Scheme at the Court Meeting and the
Resolution to be proposed at the General Meeting. Any decision in
respect of, or other response to, the Merger should, in the case of
Belvoir Shareholders, be made only on the basis of the information
in the Scheme Document (or, if the Merger is implemented by way of
a Takeover Offer, the Offer Document) and, in the case of TPFG
Shareholders, also on the basis of the information in the TPFG
Circular.
Overseas
shareholders
The release, publication or distribution of this announcement
and the allotment and issue of the New TPFG Shares in jurisdictions
other than the United Kingdom may be restricted by law and/or
regulation. No action has been taken by Belvoir or TPFG to obtain
any approval, authorisation or exemption to permit the allotment or
issue of the New TPFG Shares or the possession or distribution of
this announcement in any jurisdiction, other than in the United
Kingdom.
Persons who are not resident in the United Kingdom should
inform themselves about, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Any failure to
comply with such restrictions or requirements may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Merger disclaim any responsibility or
liability for the violation of such restrictions by any
person.
Unless otherwise determined by TPFG or required by the
Takeover Code, and permitted by applicable law and regulation, the
New TPFG Shares to be issued pursuant to the Merger to Belvoir
Shareholders will not be made available, directly or indirectly,
in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction and no person may vote in
favour of the Merger by any such use, means, instrumentality or
form within a Restricted Jurisdiction or any other jurisdiction if
to do so would constitute a violation of the laws of that
jurisdiction. Copies of this announcement and any formal
documentation relating to the Merger are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send such documents in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related
purported vote in respect of the Merger. If the Merger is
implemented by way of a Takeover Offer (unless otherwise permitted
by applicable law and regulation), the Takeover Offer may not be
made directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted
Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
The availability of the New TPFG Shares to persons who are not
resident in the United Kingdom may be affected by the laws and/or
regulations of the relevant jurisdiction in which they are located.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable
requirements.
This announcement has been prepared for the purposes of
complying with English law, the Takeover Code, the Rules of the
London Stock Exchange and the AIM Rules and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws and regulations of any jurisdiction outside the United
Kingdom.
Notice to US holders of
Belvoir Shares
Neither the United States Securities and Exchange Commission
nor any other US federal or state securities commission or
regulatory authority has reviewed, approved or disapproved this
announcement, any of the proposals described in this announcement
or the New TPFG Shares or passed an opinion on the accuracy or the
adequacy of this announcement. Any representation to the contrary
is a criminal offence in the United States.
The Merger relates to shares of an English company with a
quotation on AIM and is proposed to be effected by means of a
scheme of arrangement under the laws of England and Wales. A
transaction effected by means of a scheme of arrangement is not
subject to the proxy solicitation or tender offer rules under the
U.S. Securities Exchange Act of 1934 (the
"US Exchange
Act"). Accordingly, the Scheme is subject to the disclosure
requirements, rules and practices applicable in the United Kingdom
to schemes of arrangement, which differ from the requirements of
the US proxy solicitation and tender offer rules. However, if TPFG
exercises its right, with the consent of the Panel (and subject to
the terms of the Co-operation Agreement), to implement the Merger
by means of a Takeover Offer, such
Takeover Offer will be made in compliance with all applicable laws
and regulations, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. Such a Takeover Offer would be made in
the United States by TPFG and no one else.
In
accordance with normal UK practice and pursuant to Rule 14e-15(b)
of the US Exchange Act, TPFG, certain affiliated companies and the
nominees or brokers (acting as agents) may make certain purchases
of, or arrangements to purchase, shares in Belvoir outside
such Takeover Offer during the period in which such Takeover Offer
would remain open for acceptance. If such purchases or arrangements
to purchase were to be made they would be made outside of the
United States and would comply with applicable law and regulation,
including the US Exchange Act. Any information about such purchases
will be disclosed as required in the UK, will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at
www.londonstockexchange.com.
The New TPFG Shares have not been, and will not be, registered
under the U.S. Securities Act of 1933 (the
"US Securities
Act") or under the securities laws of any state or other
jurisdiction of the United States. Accordingly, the New TPFG Shares
may not be offered, sold, resold, delivered, distributed or
otherwise transferred, directly or indirectly, in or into or from
the United States absent registration under the US Securities Act
or an exemption therefrom. The New TPFG Shares are expected
to be issued in reliance upon the exemption from the registration
requirements of the US Securities Act provided by Section 3(a)(10)
thereof. US Belvoir Shareholders who will be affiliates of TPFG
after the Effective Date will be subject to certain US transfer
restrictions relating to the New TPFG Shares received pursuant to
the Scheme. For the purposes of
qualifying for the exemption from the registration requirements of
the US Securities Act afforded by Section 3(a)(10), Belvoir will
advise the Court that its sanctioning of the Scheme will be relied
upon by TPFG as an approval of the Scheme following a hearing on
its fairness to Belvoir Shareholders.The receipt of New TPFG
Shares and cash pursuant to the Merger by a US Belvoir Shareholder
may be a taxable transaction for US federal income tax purposes,
and may also be a taxable transaction under applicable state and
local tax laws, as well as foreign and other tax laws. Each Belvoir
Shareholder is urged to consult his independent professional
advisor immediately regarding the tax consequences of the
Merger.
It
may be difficult for US Belvoir Shareholders to enforce their
rights and claims arising out of the US federal securities laws,
since TPFG and Belvoir 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
Belvoir Shareholders 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 a US court's
judgment.
Disclosure requirements of
the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
Business Day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the Business Day following the date of the relevant
dealing.
If
two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of
whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Cautionary note regarding
forward looking statements
This announcement contains certain statements which are, or
may be deemed to be, forward looking statements with respect to the
financial condition, results of operations and business of Belvoir
or the Belvoir Group and TPFG or the TPFG Group and certain plans
and objectives of the Belvoir Board and the TPFG Board. These
forward looking statements can be identified by the fact that they
do not relate 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 Belvoir Board and the TPFG Board in the 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 this announcement
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 this
announcement. Except as required by the Panel, the FCA, the London
Stock Exchange, the AIM Rules, or any other applicable law and/or
regulation, Belvoir and TPFG assume no obligation to update or
correct the information contained in this
announcement.
Provision of information
relating to Belvoir Shareholders
Belvoir Shareholders should note that addresses, electronic
addresses and certain other information provided by them and other
relevant persons for the receipt of communications from Belvoir may
be provided to TPFG during the Offer Period as required under
section 4 of Appendix 4 to the Takeover Code to comply with Rule
2.11(c) of the Takeover Code.
Publication on websites,
availability of hard copies and shareholder
helpline
Pursuant to Rule 26 of the Takeover Code, a copy of this
announcement and other documents in connection with the Merger will
be available free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, at TPFG's
and Belvoir's websites at, respectively,
www.propertyfranchise.co.uk
and www.belvoirgroup.com/offer-for-Belvoir/,
by no later than 12 noon on the Business Day following this
announcement until the end of the Offer Period.
For the avoidance of doubt, the content of the websites
referred to above is not incorporated into and does not form part
of this announcement.
Belvoir Shareholders and participants in the Belvoir Share
Schemes may request a hard copy of this announcement by contacting
Belvoir's registrars, Computershare Investor Services PLC
("Computershare"), by: (i) submitting a
request in writing to Computershare, The Pavilions, Bridgwater
Road, Bristol, BS13 8AE, United Kingdom; or (ii) calling +44 (0)
370 707 1762. Belvoir Shareholders should also telephone this
helpline with they have questions about this announcement, the
Scheme Document, the Court Meeting or the General Meeting. Calls
are charged at the standard geographical rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Phone lines are open between 8.30
a.m. and 5.30 p.m. (London time), Monday to Friday (excluding
public holidays in England and Wales). Please note that
Computershare cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes.
For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so
requested.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede
them.
Time
All references to time in this announcement are to London
time, unless otherwise stated.
General
TPFG reserves the right to elect, with the consent of the
Panel (where necessary), and subject to the terms and conditions of
the Co-operation Agreement, to implement the Merger by way of a
Takeover Offer for the entire issued and to be issued share capital
of Belvoir not already held by TPFG as an alternative to the
Scheme. In such an event, a Takeover Offer will be implemented on
substantially the same terms, so far as applicable, as those which
would apply to the Scheme.
If
the Merger is effected by way of Takeover Offer, and such Takeover
Offer becomes or is declared unconditional in all respects and
sufficient acceptances are received, TPFG intends to exercise its
rights to apply the provisions of Chapter 3 of Part 28 of the
Companies Act so as to acquire compulsorily the remaining Belvoir
Shares in respect of which the Takeover Offer has not been
accepted.
If you are in any doubt about
the contents of this announcement or the action you should take,
you are recommended to seek your own independent financial advice
immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended) if you are resident in
the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.