Recommended mandatory cash offer for the entire issued and to be issued ordinary share capital of FFI Holdings plc (FFI) by Lumiere Acquisitions Company LLC (Lumiere) (a wholly-owned subsidiary of 777 Partners LLC (777) and 600 Partners LLC, the 777 Group) which Lumiere has not already agreed to acquire (the Offer).
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 OF CERTAIN JURISDICTIONS. 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.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. This notice may be amended or updated by Lumiere 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 Lumiere.
Any person seeking access to the Micro-Site represents and warrants to Lumiere 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 FFI. Further, it does not constitute a recommendation by Lumiere or any other party to sell or buy securities in FFI.
The Offer cannot be validly accepted by holders of FFI shares or any other persons through means of downloading any Information from this Micro-Site.
FFI 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 FFI'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
The availability of the Offer and the release, publication and distribution of Information in jurisdictions other than the United Kingdom may be restricted by laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession the Information come should inform themselves about and observe any such restrictions.
Failure to comply with any such restrictions may constitute a violation of the securities law of any such jurisdictions. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person 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 will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any jurisdiction where to do so may result in a significant risk of civil, regulatory or criminal exposure for Lumiere or FFI (a Restricted Jurisdiction) and persons in such Restricted Jurisdiction receiving such documents (including, without limitation, custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer.
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.Forward looking statements
The Information may contain certain statements that are or may be deemed to be forward-looking with respect to the financial condition, results of operation(s) and business of Lumiere and/or FFI and certain plans and objectives of the relevant directors of the relevant company with respect thereto. These forward looking statements can be identified by the fact that they are prospective in nature and do not relate to historical or current facts. Forward looking statements often, but not always, use words such as "anticipate", "target", "expect", "estimate", "budget", "scheduled", "forecasts", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of a similar meaning. These estimates are based on assumptions and assessments made by the relevant directors at the relevant company in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.
The statements contained in the relevant document(s) are made at the date of publication, unless some other time is specified in relation to them, and publication of the relevant document(s) shall not give rise to any implication that there has been no change in the facts set forth in such relevant document(s) since such date. Such statements reflect the relevant company's current views with respect to future events. 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 and the factors described in the context of such forward looking statements could cause actual results or developments to differ materially from those expressed or implied by such forward looking statements. Although FFI and Lumiere believe that the expectations reflected in such forward looking statements are reasonable, neither Lumiere nor FFI, nor any of their respective associates or directors, officers or advisers, or any person acting on the behalf of Lumiere or FFI provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Disclosure Guidance and Transparency Rules of the FCA) none of Lumiere, FFI, any member of the 777 Group or FFI Group, nor any director at Lumiere or FFI, nor any of their respective advisers, associates, directors or officers is under any obligation, and such persons 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. No undue reliance should therefore be placed on these forward looking statements which speak only as at the date of the relevant document(s).Responsibility
In relation to any Information, the only responsibility accepted by the directors of Lumiere is for the correctness of its reproduction, unless the responsibility statement in any relevant document expressly provides otherwise.
Neither Lumiere nor its affiliated companies 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.
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.
Craven Street Capital Limited, which is an appointed representative of Resolution Compliance Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Lumiere and no-one else in connection with the Offer and other matters described in the Information, and will not be responsible to anyone other than Lumiere for providing the protections afforded to clients of Craven Street Capital Limited or for providing advice in relation to the Offer, the contents of the Information 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.
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