Possible Offer Documentation

Documentation in relation to the Possible Offer

Important information

DISCLAIMER

POSSIBLE CASH OFFER FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF POLLEN STREET SECURED LENDING PLC ("PSSL") BY WATERFALL ASSET MANAGEMENT, LLC ("WATERFALL") (THE "POSSIBLE OFFER"). 

PLEASE READ THIS DISCLAIMER CAREFULLY AND IN FULL. IT APPLIES TO ALL PERSONS WHO VIEW THIS PART OF THE WEBSITE AND, DEPENDING ON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS. YOU SHOULD NOTE THAT THIS NOTICE MAY BE ALTERED OR UPDATED FROM TIME TO TIME, AND SHOULD BE READ IN FULL EACH TIME YOU VISIT THIS PAGE. IN ADDITION, THE CONTENTS OF THIS PART OF THE WEBSITE MAY BE AMENDED AT ANY TIME WITHOUT NOTICE, IN WHOLE OR IN PART.

Basis of access

This part of the website (the "Micro-Site") contains announcements, documents and information relating to the Possible Offer (together, the "Information") in compliance with the terms of the City Code on Takeovers and Mergers (the "Code"). Electronic copies of the Information are being made available by PSSL in good faith and for information purposes only, and are subject to the terms and conditions set out below. Any person seeking access to the Micro-Site represents and warrants to PSSL that they are doing so for information purposes only.  

Nothing on, or which can be accessed from, the Micro-Site constitutes an offer to sell, or otherwise dispose of, or an invitation or solicitation of any offer to purchase or subscribe for any securities, or any solicitation for votes attached to securities, or approval, pursuant to the Possible Offer or otherwise in any jurisdiction in which such offer or solicitation would or may be unlawful.

In order to access the Micro-Site you must be able to make the confirmations listed at the bottom of this disclaimer. If you are unable to make these confirmations, you will not be able to access the Micro-Site. 

Responsibility

The Information on the Micro-Site speaks only as at the date of that relevant information, announcement or document reproduced on the Micro-Site and, subject to any continuing obligations under applicable law or the Code, neither PSSL nor Waterfall nor any of their respective directors, subsidiaries, investment managers or affiliates has, or accepts, any responsibility or duty to update any such information, document or announcement. However, PSSL reserves the right to add to, remove or amend any Information on this Micro-Site at any time.   

In relation to the Information contained in the Micro-Site, the only responsibility accepted by the directors of PSSL is for the correctness and fairness of its reproduction or presentation unless the responsibility statement in any relevant document expressly provides otherwise. 

None of PSSL or its directors, its subsidiaries, its investment manager or their respective directors, or affiliates have reviewed, and none of them shall have any responsibility for, or accept any liability in respect of, any information on any other website that may be linked to the Micro-Site by a third party.

If you are in any doubt about the Information contained in the Micro-Site or the action you should take generally in connection with the Possible Offer, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if you are located outside the United Kingdom, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

Overseas Persons

Access to the Micro-Site may be restricted under securities laws in certain jurisdictions. Any person resident outside of the United Kingdom wishing to access the Micro-Site must first satisfy themselves that they are not prohibited or restricted from doing so.

The Information contained in the Micro-Site is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction (a "Restricted Jurisdiction"), and the availability of the Information (and any related offer) to PSSL shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable regulatory and legal requirements.

You must not copy, release, share, mail, send, transmit, download, distribute or otherwise forward, in whole or in part, the Information contained in the Micro-Site in, into or from any Restricted Jurisdiction.

This Micro-Site contains Information that has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

This disclaimer requires you to confirm certain matters (including that you are not resident or located in such a jurisdiction) before you may access the Information contained herein. The Information on the Micro-Site is not directed at, and is not intended to be accessible by, persons resident or located in any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction.

It is your responsibility to comply with the relevant laws of your jurisdiction. By clicking on "I Accept" you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that PSSL is lawfully entitled to make the content of any communication or document relating to or produced following and in connection with the Possible Offer available to you under applicable securities laws.

If you have any doubt please exit this page. PSSL and its directors and advisers do not assume any responsibility for any violation by any person of these restrictions.

Forward Looking Statements

The Information on the Micro-Site (including any information incorporated by reference) may contain forward-looking statements regarding the financial condition, results of operations, business strategy, plans and objectives for future operations of the boards of PSSL and Waterfall. 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", "believe", "intend", "plan", "goal", "hope", "aim", "can", "continue", "could", "may", "should", "estimate", "expect", "opportunity", "will" and "would", and other words of similar meaning.

Any such forward-looking statements are based on assumptions and assessments of the directors of PSSL and Waterfall and involve risks and uncertainties because they relate to future events and circumstances. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, the actual results may differ materially from those expressed or implied in forward-looking statements as certain factors, surrounding risks and uncertainties may be beyond PSSL's and/or Waterfall's knowledge and/or control such as market conditions, global, political and economic events, and the performance of competitors. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, and you are cautioned not to place undue reliance on such statements.

Any forward-looking statements contained in the Information on the Micro-Site speak only as of the date of the respective documents. Each of PSSL and Waterfall disclaim any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).   

No profit forecast

No statement contained or referred to in the Information on the Micro-Site shall be deemed to be a forecast, projection or estimate of the future financial performance of PSSL or Waterfall, unless otherwise stated. 

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

Confirmation of understanding and acceptance of this disclaimer

In order to enter the Micro-Site, select "I AGREE" below. By clicking on "I AGREE" below, you are making the following confirmations:

  • I have read and understood the disclaimer as set out above and agree to be bound by its terms;
  • I am not, and I do not act on behalf of someone who is, resident or located in a Restricted Jurisdiction or any jurisdiction that prohibits access to the Micro-Site;
  • I am lawfully entitled to access the Information available to me on the Micro-Site under all applicable laws and regulations;
  • I will not copy, release, send, transmit, transfer, forward or distribute (by any means, including by electronic transmission), or otherwise share, any Information contained in the Micro-Site either in whole or in part to any person who is resident or located in a Restricted Jurisdiction or any jurisdiction that prohibits access to the Micro-Site; and
  • I intend to access this Micro-Site for information purposes only.

If you are unable to provide confirmation of these points, please close this page.

Please confirm your agreement to the above if you wish to proceed