Regulatory news

Important Disclaimer

Possible offer (the "Possible Offer") by Bellway p.l.c. (“Bellway”) for Crest Nicholson Holdings plc (“Crest Nicholson”)

ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS 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 MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE 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 CONSENT OR OTHER FORMALITY WHICH BELLWAY REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE "INFORMATION") PUBLISHED BY BELLWAY AND/OR CREST NICHOLSON RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). 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 the Information

If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. Bellway reserves the right to amend or update this notice at any time and you should, therefore, read it in full carefully each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of Bellway.

To allow you to view information about the Possible Offer, you must read this notice and then click "I ACCEPT". If you are unable to agree, you should click "I DECLINE" and you will not be able to view information about the Possible Offer.

The Information contained in this Microsite and anything which can be downloaded from it, is not intended to, and does not constitute or form part of an offer or recommendation to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Possible Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. If an offer is made, that offer would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such offer, including details on how it may be accepted. Any decision made in relation to the offer should be made solely and only on the basis of the information provided in any such document.

Overseas jurisdictions

This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS (IN WHOLE OR IN PART) CONTAINED ON THIS MICROSITE DIRECTLY OR INDIRECTLY TO ANY RESTRICTED JURISDICTION.

This Microsite 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.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.

Additional U.S. information

The Possible Offer relates to the securities of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States It may be difficult for US holders of Crest Nicholson or Bellway shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Possible Offer, since Bellway and Crest Nicholson are located in a country 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 holders of Crest Nicholson or Bellway shares may not be able to sue Bellway and Crest Nicholson or their respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel Bellway and Crest Nicholson and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.

Any securities referred to in the Information have not been and will not be registered under the Securities Act of 1933 (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

Forward-Looking Statements

This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, strategies, objectives, results of operations and businesses of Bellway and its subsidiaries and subsidiary undertakings (together the “Bellway Group”) and Crest Nicholson and its subsidiaries and subsidiary undertakings (together the “Crest Nicholson Group”) following the publication of information regarding 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 include, among other things, statements concerning the potential exposure of Bellway and the Bellway Group to market risks, statements as to accretion and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as “aims”, "anticipate", "believe", "could", "estimate", "expect", "goals", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will", “would” and similar terms and phrases.

By their very nature, forward-looking statements involve risks and uncertainties. There are a number of factors that could affect the future operations of Bellway and the Bellway Group and/or Crest Nicholson and the Crest Nicholson Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to: (a) shortages of building materials and appropriately skilled subcontractors at competitive prices; (b) changes in the external environment (including, but not limited to, house price inflation, interest rates, mortgage availability, unemployment, Government housing policy and post-Brexit trade agreements) reducing the affordability of new homes; (c) a failure to evolve sustainable business practices and operations in response to climate change, including physical environmental impacts and transition risks associated with new regulation, reporting requirements, and increased social / market expectations; (d) the occurrence of a serious health and safety breach and/or incident occurs; (e) an inability to attract, recruit and retain high quality people; (f) a failure to have suitable IT systems in place that are appropriately supported and secured; (g) an inability to source suitable land at appropriate gross margins and return on capital employed; (h) delays and complexity in the planning process; (i) a failure to comply with legislation and regulatory requirements; and (j) an unforeseen significant national or global event occurs. Such factors, among others, are described in further detail in Bellway’s annual report, which is available at its corporate website. These factors should be considered by the reader.

All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements.

Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of Bellway or the Bellway Group or Crest Nicholson or the Crest Nicholson Group undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.

Responsibility

In relation to any Possible Offer related materials accessible on this Microsite please note any statement of responsibility contained therein.
The documents included in this Microsite issued or published by Bellway speak only at the specified date of the relevant document and Bellway has, and accepts, no responsibility or duty to update or revise such documents.

In relation to any such announcements or other related materials relating to the Possible Offer which are issued or published by any third party or which relate to any third party, that are accessible on this website, the only responsibility accepted by Bellway and its directors is for the correctness and fairness of its reproduction.

Neither the directors of Bellway, any member of the Bellway Group, 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 Microsite.

Other

If you are in any doubt about the contents of this Microsite 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 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.

This notice shall be governed by and construed in accordance with English law.

Acceptance of Disclaimer

Confirmation of understanding and acceptance

If you are not able to give these confirmations, you should click on I DECLINE below.

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