THIS INFORMATION IS NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT 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 KUWAIT ENERGY REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
NOTHING ON, OR WHICH CAN BE DOWNLOADED FROM, THIS PART OF THE WEBSITE (THE “MICROSITE”) CONSTITUTES AN OFFER OR AN INVITATION TO PURCHASE OR ISSUE ANY SECURITIES OR A SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR SHARES OR OTHER SECURITIES IN A RESTRICTED JURISDICTION OR ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. THIS MICROSITE CONTAINS INFORMATION RELATING TO THE ACQUISITION AND THIS INFORMATION IS BEING MADE AVAILABLE ON THIS MICROSITE BY KUWAIT ENERGY IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. NOTHING ON, OR WHICH CAN BE DOWNLOADED FROM, THIS MICROSITE SHOULD BE RELIED ON FOR ANY OTHER PURPOSE. YOU SHOULD NOT, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE (INCLUDING, WITHOUT LIMITATION, BY TELEX, FACSIMILE TRANSMISSION, TELEPHONE, INTERNET OR OTHER FORMS OF ELECTRONIC COMMUNICATION) THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY RESTRICTED JURISDICTION OR WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LAWS OR REGULATIONS.
Note to US shareholders
The information contained in this Microsite does not constitute an offer to acquire or exchange securities in the United States. US shareholders should note that the transaction, which will be effected by means of a scheme of arrangement, is provided for under Jersey law, and is not subject to the tender offer rules or the proxy rules under the US Exchange Act of 1934, as amended (the “US Exchange Act”). Accordingly, the transaction is subject to the disclosure requirements and practices applicable in Jersey to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules. Neither the US Securities and Exchange Commission nor any securities commission of any state of the United States has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the information contained in this Microsite. Any representation to the contrary is a criminal offence in the United States. If, in the future, Gold Cheers Corporation Limited determines to make a firm offer by way of a takeover offer and determines to extend the offer into the United States, such offer will be made in compliance with applicable US laws and regulations.
The financial information included in certain documents contained in this Microsite has been prepared in accordance with non-US accounting standards, and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The receipt of cash pursuant to any offer by a US holder of Kuwait Energy shares 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. Each Kuwait Energy shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the offer. Furthermore, the payment and settlement procedure with respect to the offer will comply with the relevant Jersey rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.
Any offer will be made in the United States by Gold Cheers Corporation Limited and no one else.
The information contained in this Microsite does not constitute an offer of securities for sale in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Exchange Act, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements.
In accordance with normal Jersey market practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Gold Cheers Corporation Limited or its nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Kuwait Energy Shares outside the United States, other than pursuant to the acquisition, until the date on which the acquisition and/or scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in Jersey and the United States, will be reported to a Regulatory Information Service provider and will be available on the Hong Kong Stock Exchange website, https://www.hkex.com.hk/?sc_lang=en. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the US Exchange Act.
Certain information contained in this Microsite, including information included or incorporated by reference into such information, contains statements which are, or may be deemed to be, “forward-looking statements” within the meaning of Section 21E of the US Exchange Act, and Section 27A of the US Securities Act of 1933, as amended, with respect to the financial condition, results of operations and business of United Energy Group Limited or Kuwait Energy and certain plans and objectives of United Energy Group Limited with respect thereto. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning. Forward-looking statements (including those relating to the consummation of the acquisition and the anticipated benefits thereof) by their nature address matters that are, to different degrees, uncertain. These and other forward-looking statements, including statements regarding the failure to consummate the acquisition or to make or take any filing or other action required to consummate the acquisition in a timely manner or at all, are not guarantees of future results and are subject to risks, uncertainties, assumptions and other factors that could cause actual results to differ materially from those expressed in any such forward-looking statements. In addition to the information regarding these risks, uncertainties, assumptions and other factors set forth in the public filings with the Irish Stock Exchange made by Kuwait Energy and the public filings with the Hong Kong Stock Exchange made by United Energy Group Limited, important risk factors that may cause such a difference include, but are not limited to, (i) the completion of the acquisition on anticipated terms and timing, (ii) the ability of Kuwait Energy and United Energy Group Limited to integrate the businesses successfully and to achieve anticipated benefits, (iii) the risk that disruptions from the acquisition will harm Kuwait Energy’s or United Energy Group Limited’s businesses, (iv) legislative, regulatory and economic developments and (v) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, future exchange and interest rates, changes in tax rates, and future business combinations or dispositions.