Project Bluebird

Terms & Conditions

ACCESS TO THIS WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS BEFORE YOU MAY OBTAIN ACCESS TO THE WEBSITE. THIS WEBSITE AND THE MATERIALS THERIN ARE NOT DIRECTED AT, AND ARE NOT 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 ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH STARLIGHT BIDCO LIMITED REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION“).

THIS WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY STARLIGHT BIDCO LIMITED AND/OR BALANCED COMMERCIAL PROPERTY TRUST LIMITED RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THIS 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.

Please read this notice carefully – it applies to all persons who view the Website and, depending upon who you are and where you live, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time, and should be read in full carefully each time you visit this part of the website. In addition, the contents of the Website may be amended at any time, in whole or in part, at Starlight Bidco Limited’s sole discretion.

Nothing on the Website, nor anything which can be downloaded from it, is intended to, and does not, constitute or form any part of an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities, or the solicitation of any votes attaching to securities which may be the subject of the Possible Offer in any jurisdiction in which such offer or solicitation is unlawful.

There can be no certainty that Starlight Bidco Limited will proceed to make an offer for Balanced Commercial Property Trust Limited. Any offer by Starlight Bidco Limited in connection with the Possible Offer would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Possible Offer, including details on how it may be accepted. Any decision made in relation to such Possible Offer should be made solely and only on the basis of the information provided in any such document.

Access to the Website

To allow you to view the Information, you must read this notice in its entirety and then click “CONFIRM”. If you are unable to confirm you must click “DECLINE”.

Overseas Persons

Viewing the Information you are seeking to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view the Information. Any persons outside the United Kingdom who wish 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 and should inform themselves about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.

If you are not a resident of or located in a Restricted Jurisdiction, you may access any communication or document in relation to the Possible Offer but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view any communication or document in relation to the Possible Offer by virtue of applicable laws or regulatory requirements, please exit this Website.

Copies of the contents of the Website are not being, and must not be, released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a restricted jurisdiction. You should not forward, transmit or show the announcements, information or documents contained on the Website. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.

Notice to US Investors

The Possible Offer relates to shares in an English company and is subject to UK procedural and disclosure requirements that are different from those of the United States (“US”).

Any financial statements or other financial information included in this Website has been prepared in accordance with accounting standards applicable in the UK and 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 US.

It may be difficult for shareholders in the US to enforce their rights and any claim arising out of the US federal securities laws, since the Company is located in a non-US jurisdiction, and some or all of its officers and directors are residents of non-US jurisdictions. US shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of 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 judgement.

You should be aware that Starlight Bidco Limited may purchase or arrange to purchase Balanced Commercial Property Trust Limited’s shares otherwise than under any offer or scheme related to the Possible Offer, such as in the open market or privately negotiated purchases.

Basis of access

The Information is made available in good faith and does not constitute an offer 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.

The Information has been prepared for the purposes of complying with English law and the Code and the Information 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.

If you are not permitted to view materials on this Website or are in any doubt as to whether you are permitted to view these materials, please exit this Website and seek independent advice. None of Starlight Bidco Limited nor any of its advisors, nor any of the Parties or any of their advisers, assumes any responsibility for any violation by any person of any of these restrictions.

Responsibility

The information contained on this Website speaks only at the date of the relevant document or announcement reproduced on this Website, and Starlight Bidco Limited and its affiliated companies have and accept no responsibility or duty to update any such information, document or announcement. Starlight Bidco Limited reserves the right to add to, remove or amend any information reproduced on this Website at any time.

In relation to any document, announcement or information contained in the Website, the only responsibility accepted by the directors of Starlight Bidco Limited is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

The directors of each of Starlight Bidco Limited its affiliated companies, Balanced Commercial Property Trust Limited and its affiliated companies have not 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 Website.

Forward-looking statements

The Information (including information incorporated by reference) in this Website may contain forward-looking statements regarding the current expectations of the management of Starlight Bidco Limited, and/or Balanced Commercial Property Trust Limited, business strategy, plans and objectives of management for future operations and are naturally subject to uncertainty and changes in circumstances. All statements other than statements of historical facts included in any document may be forward looking statements. Forward-looking statements also often use words such as “anticipate”, “believe”, “intend”, “estimate”, “expect”, “target”, “may”, “should”, “will” and words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, and readers are cautioned not to place undue reliance on such statements. The important factors that could cause Starlight Bidco Limited or Balanced Commercial Property Trust Limited’s actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, the satisfaction of any conditions to the Possible Offer. These forward-looking statements speak only as of the date of the respective documents. Starlight Bidco Limited expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent required by applicable law or regulation, including the Code, the rules made by the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000 and the AIM Rules of the London Stock Exchange plc).

Unless expressly stated otherwise, no statement contained or referred to in this Website is intended to be a profit forecast or a profit estimate for any period.

Other

If you are in any doubt about the contents of the Website 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.

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

Acceptance of Disclaimer

Electronic versions of the Information are not directed at or accessible by persons resident in any Restricted Jurisdiction. If you are resident or located in any Restricted Jurisdiction, you must click on the relevant box below in order to exit the Website.

You may only access the Website if you are able to provide all of the confirmations below.

Confirmation of understanding and acceptance

In order to view the Information on the Website, please click on “CONFIRM” below. By clicking on “CONFIRM” below, you are making the following confirmations:

i. I have read and understood the notice set out above and agree to be bound by its terms;
ii. I certify that I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the Information on the Website does not constitute a violation of the relevant laws of such jurisdiction and I am not acting on behalf of someone who is resident or located in a restricted jurisdiction;
iii. I agree that I will not copy, forward, transfer or distribute (by any means including by electronic transmission) any materials included in the Website either in whole or in part to any person at any time; and
iv. I represent and warrant to Starlight Bidco Limited that I intend to access this Website for information purposes only, that I have read and understood the notice set out above and that I understand that it may affect my rights or responsibilities.

If you are not able to give these confirmations, we cannot provide you with the Information on the Website and you should click on “DECLINE” below.