YOU ARE ATTEMPTING TO ENTER THE PART OF THIS WEBSITE THAT IS DESIGNATED FOR THE PUBLICATION OF ANNOUNCEMENTS, DOCUMENTS AND INFORMATION IN CONNECTION WITH THE OFFER. THIS INFORMATION IS BEING MADE AVAILABLE ON THIS PART OF THE COMPANY’S WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY IN COMPLIANCE WITH THE UK CITY CODE ON TAKEOVERS AND MERGERS AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
ACCESS TO THE OFFER
Please read this notice carefully – it applies to all persons who view this part of the Company’s website and, depending upon who you are and where you live, it may affect your rights. This part of the Company’s website contains announcements, documents and information relating to the Offer (the “Information“). Please note that, as the Offer 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 part of the Company’s website. In addition, the Information may be amended at any time in whole or in part at the sole discretion of the Company.
ACCESS TO THIS PART OF THE COMPANY’S WEBSITE 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 THE COMPANY REGARDS AS UNDULY ONEROUS.
For regulatory reasons, the Company must ensure that persons seeking to access this part of the Company’s website are made aware of the appropriate regulations for the country which such person is in. To allow you to view the Information, you have to read the following then click “I agree”. If you are unable to agree, you should click “I disagree” and you will not be able to view the Information.
OVERSEAS JURISDICTIONS
Viewing the Information may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person are 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 OFFER
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 part of the Company’s website represents and warrants to the Company that they are doing so for information purposes only. Making the Information available in electronic format is not intended to and does not constitute an offer to sell 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 Offer or otherwise.
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 UK Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
Any shareholder action required in connection with the Offer will only be set out in documents sent to or made available to the Company’s shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
FORWARD‑LOOKING STATEMENTS
Some of the Information may include statements that are or may be deemed to be “forward‑looking statements”. These statements are prospective in nature and are not based on historical facts, but rather on the current expectations of the management of the Company and the Target about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward‑looking statements. The forward‑looking statements contained in the Information include statements about the expected effects of the Offer on the Company and/or the Target, the expected timing and scope of the Offer, synergies, other strategic options and all other statements in the Information other than historical facts. Forward‑looking statements may (but will not always) include, without limitation, statements typically containing words such as “plans”, “aims”, “intends”, “expects”, “anticipates”, “believes”, “estimates”, “will”, “may”, “budget”, “forecasts” and “should” and words of similar import. By their nature, forward‑looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will (or might) occur in the future.
These forward‑looking statements are not guarantees of future performance and have not been reviewed by the auditors of the Company. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward‑looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers’ strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in (or implied by) the forward‑looking statements. Investors should not place undue reliance on any forward‑looking statements. None of the directors of the Company (“Directors“), the Company or its affiliated companies 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.
RESPONSIBILITY
The Directors accept responsibility for the correctness and fairness of the reproduction or presentation of the Information, other than that information relating to the Target or other members of the Target’s group, unless the responsibility statement in any relevant document expressly provides otherwise.
None of the Directors, the Company 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.
Subject to any continuing obligations under applicable law, the UK City Code on Takeovers and Mergers or any relevant listing rules, the Company expressly disclaims any obligation to disseminate, after the date of the posting of the Information, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
Neither the Company nor the Target, nor any of their respective advisers, associates, directors or officers undertakes any obligation to update publicly, expressly disclaim or revise the Information, whether as a result of new information, future events or otherwise, except to the extent legally required.
Shore Capital Partners, which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively for the Company and no one else in connection with the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Shore Capital Partners nor for providing advice in relation to the Offer or any other matter referred to herein.
N.M. Rothschild & Sons Limited, which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively for the Target and no one else in connection with the Offer and will not be responsible to anyone other than the Target for providing the protections afforded to customers of N.M. Rothschild & Sons Limited nor for providing advice in relation to the Offer or any other matter referred to herein.
THE INFORMATION MAY NOT 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 DISCLAIMER:‑
I certify that I am not (and that I do not act on behalf of someone who is) resident in any country that renders the accessing of this area of the website 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 this area of the website 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 the Company that I intend to access this area of the website 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. I confirm that I am permitted to proceed to this part of the Company’s website.
An attorney serving as the General Counsel of the Partnership, with over ten years of legal experience in securities law, the capital market, corporate law, and commercial law. Holds an LL.M from Haifa University. Before entering the position, worked as an attorney at the law offices of Agmon & Co. Rosenberg Hacohen & Co.
CPA who holds a B.A. in Accounting and Information systems from “Lev Academic Center” and an M.B.A. from the College of Management. Prior to this position, worked as CFO in a Medical Devises Hi-tech company
a geophysicist and geologist with over ten years of experience in the areas of geological and geophysical research and in the oil and gas industry. As part of his experience, engaged in operating geophysical surveys, interpretation, and assessment of seismic data including advanced geophysical analyses. Gal is also involved in academic research and collaborations with universities in Israel and worldwide. He works extensively in formulating and implementing the decisions in Ratio Petroleum regarding exploration. Holds a PhD degree in Geophysics from Tel Aviv University.
Co-founder of Ratio Petroleum, SVP Exploration & Production. An entrepreneur and manager, with decades of geological and technical experience in exploration, development and production of oil and gas. Among other things, located the Leviathan gas field in the Mediterranean and the Alma field in the Gulf of Suez initiated the establishment and operations of Ratio Petroleum. In addition, in 2011 Mr. Aizenberg analyzed and identified the potential of the Guyana-Suriname Basin, prior to the significant oil discoveries which were later made by ExxonMobil, and he worked to acquire Ratio Petroleum’s interests in Guyana (Kaieteur Block). Holds an MSc in Geology from The Hebrew University of Jerusalem, focusing on minerology-petrography and chemistry.
one of the entrepreneurs of Ratio Petroleum’s operations, with over ten years of business, commercial and legal experience in the area of oil and gas exploration. Works vis-à-vis various international entities in the oil and gas industry, including business and commercial bodies and government entities. Holds an LL.B and a B.A. in Business Management from the Interdisciplinary Center Herzliya.
Has held the office of outside director since 2017. In recent years, worked as a manager of mergers and acquisitions and as a manager of investment operations in leading corporations in the Israeli market in the energy, natural resources, security, real estate, and finance industries. Holds a B.A. in Political Science, Sociology and Anthropology from Haifa University, and an M.B.A. from Tel Aviv University.
Has held the office of external director since 2017. Serves as a director in a number of public companies. In recent years, held the offices of Chairman of the Board of Migdal Insurance Ltd. and Migdal Holdings Ltd., director of Bank Leumi, outside director of Hot Telecommunication Systems Ltd. and in a number of private companies. Holds a B.A. in Economics and International Relations from The Hebrew University of Jerusalem, and M.B.A. in Finance from Columbia University, New York, and undertook PhD studies in Finance and Banking at Columbia University, New York.
Has held the office of independent director since 2017. Held the office of Chairman of the National Road Safety Authority until 2019, and CEO of the Civil Aviation Authority until 2014. After retiring from the IDF with the rank of Major General, he held the office of CEO of the Ministry of National Infrastructure, and afterwards of CEO of the Jewish Agency. Holds a B.A. in Economics from Bar Ilan University and an M.B.A. from UCLA University.
Has held the office of director since the establishment of the Partnership. Serves as a director in Rotex (1980) Ltd., CEO of Lodzia-Rotex Investment Ltd. and also as a mediator attorney in court cases. Holds an LL.B from the Interdisciplinary Center, a B.A in Psychology and History from Tel Aviv University, and an M.B.A from Columbia University, New York.
Co-founder of Ratio Petroleum, has held the office of director since the establishment of the Partnership. Also holds the office of director in Ratio Oil Exploration-LP, Ratio Oil Exploration (Finance) Ltd., and in several other public and private companies.
Co-founder of Ratio Petroleum, has held the office of director since the establishment of the Partnership. Also holds the offices of CEO and director in Ratio Oil Exploration-LP and of director in Ratio Oil Exploration (Finance) Ltd. and in a number of other public and private companies.
Co-founder of Ratio Petroleum, has held the office of director since the establishment of the Partnership. Also holds the office of director in Ratio Oil Exploration-LP and in Ratio Oil Exploration (Finance) Ltd., and of director in several other public and private companies.
Co-founder of Ratio Petroleum, has held the office of director and Chairman of the Board since the establishment of the Partnership. Also holds the office of Chairman of the Board of Ratio Oil Exploration (Finance) Ltd., and of director in a number of other private and public companies.
