DISCLAIMER
BEFORE ENTERING THIS WEBSITE, PLEASE READ CAREFULLY THE FOLLOWING IMPORTANT TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO, AND USE OF, THIS WEBSITE AND ACKNOWLEDGE YOUR AGREEMENT OF THEM.
THIS WEBSITE AND ITS CONTENTS SHALL NOT BE ACCESSED, TRANSMITTED OR FORWARDED, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE, EMAIL AND OTHER FORMS OF ELECTRONIC TRANSMISSION) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITY OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, BY PERSONS LOCATED IN THE UNITED STATES OR BY US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) (EACH “U.S.PERSON”)). “THE UNITED STATES” MEANS THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS,GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE “UNITED STATES”).
The information contained on this website in connection with the invitation by Ocado Group plc (“Ocado”) to eligible holders of certain of Ocado’s outstanding securities to tender their Securities for purchase by the Ocado for cash (the “Offers”), is not being made and will not be made available, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication.
This website also contains certain information about an offering of senior unsecured notes by Ocado that will be guaranteed by certain of its subsidiaries. Such notes and guarantees have not been, and will not be, registered under the Securities Act, or the securities laws of any other jurisdiction and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The notes are being offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S.Persons outside the United States in accordance with Regulation S under the Securities Act.
This website also contains certain information about an offering of unsecured convertible notes by Ocado and that will be guaranteed by certain of its subsidiaries. Such convertible notes and guarantees have not been, and will not be, registered under the Securities Act, or the securities laws of any other jurisdiction and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The convertible notes are being only offered and sold outside the United States to non U.S. Persons in accordance with Regulation S under the Securities Act.
By accessing the Website, you confirm that you are either (i) not a U.S. Person, are located and are resident outside the United States and are accessing this website from outside the United States; or (ii) are located outside of the United States and accessing this website from outside the United States acting on behalf of the beneficial owner of the Notes being tendered on a non-discretionary basis and has been duly authorised to so act and such beneficial owner has confirmed to you that they are not a U.S. Person and are located and resident outside the United States.
NEITHER THE WEBSITE NOR THE INFORMATION MAY BE DOWNLOADED, FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND NEITHER THE WEBSITE NOR THE INFORMATION MAY BE REPRODUCED IN ANY MANNER WHATSOEVER.
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