03 March 2011
Recommended Cash Offer for The Clapham House Group PLC by Nando's Group Holdings Limited - Closure of Offer
DISCLAIMER - IMPORTANT
Recommended cash offer by Nando's Group Holdings Limited ("NGHL") for The Clapham House Group plc (now renamed GBK Restaurants Limited) ("Clapham House") (the "Offer")
NOTE: ELECTRONIC VERSIONS OF THE DOCUMENTS RELATING TO THE OFFER ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY CLAPHAM HOUSE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE INFORMATION CONTAINED ON THIS WEBSITE IN RESPECT OF THE OFFER IS FOR INFORMATION ONLY. THE OFFER CANNOT BE VALIDLY ACCEPTED BY CLAPHAM HOUSE SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF THE OFFER DOCUMENTS FROM THIS WEBSITE.
THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS LOCATED IN A RESTRICTED JURISDICTION BEING ANY JURISDICTION WHERE EXTENSION OR ACCEPTANCE OF THE OFFER WOULD VIOLATE THE LAW OF THAT JURISDICTION.
Access to the Offer
Please read this notice carefully - it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights. This part of the site contains information on the Offer. Please note that as the Offer progresses, the disclaimer set out below may be altered or updated. You should read it in full each time you visit this part of the website.
For regulatory reasons, we have to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view the terms of the Offer, you have to read the following then click on "I agree". If you are unable to agree you should exit this webpage
Overseas Persons
The following pages of the website contain information in respect of the Offer. Viewing this information may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of persons are allowed to view this information.
Unless otherwise determined by NGHL or required by the City Code on Takeovers and Mergers and permitted by applicable law and regulation, the Offer is not being made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the law of that jurisdiction (a "Restricted Jurisdiction") and the Offer is not capable of acceptance from or within a Restricted Jurisdiction. Accordingly, the Offer on this website must not be viewed if you are in or are a resident of a Restricted Jurisdiction. Neither copies of this Offer, nor any other documents related to the Offer are being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction and persons receiving this Offer and/or such documents (including, without limitation, custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from a Restricted Jurisdiction or use such mails or any such means, instrumentality or facility for any purpose directly or indirectly in connection with the Offer, and so doing may invalidate any purported acceptance of the Offer.
Accordingly, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that NGHL and Clapham House are lawfully entitled to make the content of the information available to you under applicable securities laws. If you are unable to give this representation, or if viewing the Offer would result in a breach of the above, or if you are in any doubt as to whether you are permitted to view the Offer, do not view the content of the following pages of the website and please exit the webpage.
If you are not resident in a Restricted Jurisdiction, but you are resident outside the UK, you may access the information 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 the Offer on this website, or viewing the Offer would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Offer, please exit this webpage low.
Forward-looking statements
The documents relating to the Offer contain statements about NGHL and Clapham House that are or may be forward looking statements. All statements other than statements of historical facts included in any document may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans" "believes", "expects", "aims"," intends", "will", "may", "anticipates", "estimates", "projects" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of NGHL's or Clapham House's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on NGHL's or Clapham House's business.
Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. NGHL and Clapham House disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.
All subsequent written and oral forward looking statements attributable to NGHL, Clapham House or persons acting on their behalf are expressly qualified in their entirety by the cautionary statements above. The forward looking statements included herein are made only as of the date of this document. NGHL and Clapham House do not intend, and do not undertake any obligation, to update these forward looking statements.
Basis of access
The information accessed from this webpage speaks only at the date of the relevant document or announcement reproduced on the website, and NGHL and Clapham House have, and accept, no responsibility to update any such information, document or announcement and reserves the right to add to, remove or amend any information reproduced on this website at any time.
Access to electronic versions of the material relating to the Offer is being made available on this website by Clapham House in good faith and for information purposes only. Any person seeking access to this website represents and warrants to Clapham House that they are doing so for information purposes only. Making the offer available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy shares in Clapham House. Further, it does not constitute a recommendation by NGHL, Clapham House or any other party to sell or buy shares in Clapham House.
Clapham House has not reviewed, and is not responsible for, and accepts no liability in respect of, any information contained on any other website which may be linked to this website.
Clapham House shareholders should seek advice from an independent financial advisor as to the suitability of any action for the shareholder concerned. Any shareholder action required in connection with the Offer will only be set out in documents sent to or made available to Clapham House's shareholders by NGHL and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
Altium Capital Limited is acting exclusively for Clapham House and no one else in connection with the Offer and will not be responsible to anyone other than Clapham House for providing the protections afforded to clients of Altium or for providing advice in connection with the Offer or any matter referred to herein
Lazard & Co. Limited is acting for NGHL and no one else in connection with the Offer and will not be responsible to any other person other than NGHL for providing the protections afforded to clients of Lazard & Co. Limited, or for providing advice in relation to the Offer.
THE OFFER MAY NOT BE DOWNLOADED OR ACCESSED BY ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS
I agree to the above and wish to download a copy of the announcement
or