Velocys

Recommended cash acquisition

Announcements

Shareholder irrevocable undertaking

Director irrevocable undertaking

Consent Letters

Rule 2.11 letters

Other documents

Bridge Finance Documents

Bidder Funding Documents/MATERIAL CONTRACTS

CONSTITUTIONAL DOCUMENTS

ACCOUNTS

OPTION HOLDER DOCUMENTS

DISCLAIMER – IMPORTANT

The acquisition (the ” Transaction”) of the entire issued and to be issued share capital of Velocys plc (“Velocys”) by a consortium led by a fund advised by Lightrock Climate Impact Fund SCSp,  a fund advised by Carbon Direct Capital Management LLC, GenZero and Kibo Investments (the “Consortium”).

You are attempting to enter the Micro-site which is designated for the publication of electronic versions of materials relating to the Transaction.

ACCESS TO THIS SECTION OF THE WEBSITE (THE “MICRO-SITE”) 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 MICRO-SITE. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

THIS MICRO-SITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY VELOCYS AND/OR THE CONSORTIUM RELATING TO THE TRANSACTION IN COMPLIANCE WITH THE UK’S 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.

The Information does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Transaction or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

Access to the Information

You are attempting to enter this Micro-site that is designated for the publication of documents and information in connection with the Transaction.

Please read this notice carefully – it applies to all persons who view this Micro-site and, depending upon who you are and where you live, it may affect your rights or responsibilities. 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 Micro-site.

This Micro-site contains electronic versions of materials relating to the Transaction. Any person seeking to access this part of the website represents and warrants to Velocys that they are doing so for information purposes only.

Any offer made pursuant to the Transaction will be made by means of a scheme document or offer document which will contain the full terms and conditions of the Transaction. Any decision made in relation to the Transaction should be made solely on the basis of the information provided in any such document.

Overseas Persons

The information contained herein is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction (a “Restricted Jurisdiction”), and the availability of the Information to shareholders who are not resident in the United Kingdom (“UK”) may be affected by the laws of relevant jurisdictions. Persons who are not resident in the UK should inform themselves of, and observe, any applicable regulatory and legal requirements.

Unless otherwise determined by Velocys or required by the Code, and permitted by applicable law and regulation, the Information shall not be made available, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws of that jurisdiction and no person may vote in favour of the Transaction by any such use, means, instrumentality or form within a jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. In particular, you should not forward, transmit or show any Information contained in this Micro-site to any person or entity in or into a Restricted Jurisdiction.

Additional US information

The Transaction relates to the shares of a UK company and will be subject to UK procedural and disclosure requirements that are different from those of the United States of America (“US”). Any financial statements or other financial information included in this section of the website 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 US. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Transaction, since Velocys is organised in a country other than the US and some or all of its officers and directors may be residents of countries other than the US. US holders of shares in Velocys may not be able to sue Velocys or its respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel Velocys and its affiliates to subject themselves to the jurisdiction or judgment of a US court.

It is your responsibility to satisfy yourself as to the full observance of any laws and regulatory requirements. If you are not permitted to view the Information on this website, 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 web page. Velocys and its advisers do not assume any responsibility for any violation by any person of these restrictions.

Forward-looking statements

The information (including information incorporated by reference) and documents in this section of the website may contain forward-looking statements regarding the financial position, business strategy, plans and objectives of management for future operations of Velocys. 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”, “target”, “estimate”, “expect”, “plan”, “goal”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could” 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. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements. The important factors that could cause Velocys’ actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, changes in the global, political, economic, business, competitive, market and regulatory forces, the cyclical nature of the property market, planning risks, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. These forward-looking statements speak only as of the date of the respective documents. Velocys expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).

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

Responsibility for information

In relation to the Information, the only responsibility accepted by the directors of Velocys (the “Responsible Persons”) is for the accuracy of its reproduction on the website, unless the responsibility statement in any relevant document expressly provides otherwise.

None of the Responsible Persons, Velocys or its affiliated companies have 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 website by a third party.

The Information speaks only at the specified date of the relevant Information and no person has or accepts any responsibility or duty to update such Information (other than to the extent such duty arises as a matter of law).

If you are in any doubt about the contents of this Micro-site 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 UK, from an appropriately authorised independent financial adviser.

THE DOCUMENTS IN THIS MICRO-SITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER 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, and any non-contractual obligations arising out of or in connection with this notice, shall be governed by and interpreted in accordance with English law.

Confirmation of understanding and acceptance of disclaimer

I confirm that I am permitted to proceed to this Micro-site and that I am not (nor do I act on behalf of someone who is) resident in any country or Restricted Jurisdiction that renders the accessing of this Micro-site unlawful.

I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this 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 Velocys that I intend to access this 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 have read and understood the notice set out above, I agree to be bound by its terms and I confirm that I am permitted to proceed to this Micro-site.

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