Recommended all-share merger with Miton Group plc

Recommended all-share merger of Premier Asset Management Group PLC ("Premier”) and Miton Group plc ("Miton") (the “Merger”) to be effected by means of a court-sanctioned scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (or in the alternative by way of a takeover offer) and in accordance with the terms of the City Code on Takeovers and Mergers.

YOU ARE ATTEMPTING TO ENTER A SECTION OF THE WEBSITE THAT IS DESIGNATED FOR THE PUBLICATION OF ANNOUNCEMENTS, DOCUMENTS AND INFORMATION IN CONNECTION WITH THE MERGER (THE "MICRO-SITE"). THIS INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION ON THIS MICRO-SITE, OR VIEWING THIS INFORMATION WOULD RESULT IN A BREACH OF THE TERMS AND CONDITIONS SET OUT BELOW, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE LEAVE THIS SECTION OF THE WEBSITE.

ACCESS TO THIS MICRO-SITE MAY BE RESTRICTED UNDER SECURITIES LAWS 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 THIS INFORMATION. THESE MATERIALS ARE 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 OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH PREMIER REGARDS AS UNDULY ONEROUS.

Access to information relating to the Merger

Please read this notice carefully – it applies to all persons who view the Micro-Site and, depending upon who you are and where you live, it may affect your rights. This Micro-Site contains announcements, documents and information relating to the Merger (the “Information”). Please note that, as the Merger progresses, the Information as well as the terms of this notice may be altered or updated. You should read the full text of this notice each time you visit this Micro-Site. In addition, the Information may be amended at any time without notice in whole or in part at the sole discretion of Premier.

For regulatory reasons, Premier must ensure that persons seeking to access this Micro-Site are made aware of the appropriate regulations for the country which such person is in. You should read this notice in full. In order to view the Information, you must be able to make the confirmations listed at the bottom of this notice. If you are unable to make these confirmations, you should click “I disagree” and you will not be able to view the Information.

Overseas jurisdictions

It is the responsibility of any persons seeking to access this Micro-Site to satisfy themselves as to the full observance of any relevant laws and regulatory requirements. Viewing the Information may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view the Information.  If you are not permitted to view the Information, or viewing the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Information, please exit this webpage by clicking on the “I disagree” box below.

Basis of access to information relating to the Merger

YOU SHOULD NOT SHARE THE INFORMATION WITH OR DOWNLOAD, MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION TO ANY PERSON.  IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.

The Information is being made available in good faith and for information purposes only. Any person seeking access to this Micro-Site represents and warrants to Premier that they are doing so for information purposes only. Making the Information available on this Micro-Site in electronic format is not intended to and does not constitute an offer to sell or otherwise dispose of or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Merger or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.

If you are in any doubt about the Information 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 United Kingdom, from an appropriately authorised independent financial adviser.

Forward-looking statements

Some of the Information (including any information incorporated by reference) may include statements that are or may be deemed to be “forward-looking statements”. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. These statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Premier and Miton about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in the Information include statements relating to the expected effects of the Merger on Premier and Miton, the expected timing and scope of the Merger and other statements other than historical facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “continue”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning. These statements are based on assumptions and assessments made by the management of Premier, and/or Miton in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.

These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Miton or Premier. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements, such as changes in global, political, economic, business, competitive, market or regulatory conditions, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements. None of Premier, Miton,  their affiliates or any of their respective directors, officers, employees, advisers, agents or any person acting on their behalf provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward-looking statement contained in the Information will actually occur.

No profit forecast

No statement contained or referred to in the Information on the Micro-Site shall be deemed to be a forecast, projection or estimate of the future financial performance of Miton or Premier, unless otherwise stated. 

Responsibility

The directors of Premier (the “Premier Directors”) accept responsibility for any or all of the Information including with regard to its reproduction or presentation to the extent expressly stated on the face of any document forming part of the Information or as otherwise required by law.  No other liability, express or implied, is accepted by any such person for the content of the Information, save that nothing shall exclude the liability of a person for their fraud or fraudulent misrepresentation.

None of the Premier Directors, Premier or its affiliated companies has reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this Micro-Site by a third party. 

Subject to any continuing obligations under applicable law and the City Code on Takeovers and Mergers, Premier  disclaims expressly any obligation to disseminate, after the date of the posting of the Information, any updates or revisions to any statements in the Merger to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

Neither Miton nor Premier, nor any of their respective advisers, associates, directors or officers undertakes any obligation to update publicly, expressly disclaim or revise the Information or any forward-looking statement contained in the Information, whether as a result of new information, future events or otherwise, except to the extent legally required.

NO INFORMATION MAY BE DOWNLOADED 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.

THIS NOTICE SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, ENGLISH LAW.

Confirmation of understanding and acceptance of this notice:

To enter the Micro-Site, select "I agree" below. By clicking on "I agree" below, you are making the following confirmations:

  • I certify that I am not (nor do I act on behalf of someone who is) resident or located in any country that renders the accessing of the Micro-Site or parts thereof illegal.
  • I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in the Micro-Site either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
  • I represent and warrant to Premier that I intend to access the Micro-Site for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
  • I agree to be bound by the terms of this notice and I confirm that I am lawfully permitted to proceed to the Micro-Site and to access the Information under all applicable laws and regulations.