Investment decisions
You should read this Bidder's Statement in its entirety before deciding whether to accept the Offer. This Bidder's Statement does not take into account the individual investment objectives, financial situation or particular needs of individual Focus Shareholders. Accordingly, before making a decision whether or not to accept the Offer, you should consider seeking independent financial, tax or other professional advice.
Disclaimer as to forward looking statements
This Bidder's Statement contains certain forward looking statements which have not been based solely on historical facts, but are rather based on TGM's current expectations about future events and results. These forward looking statements are, however, subject to risks, uncertainties and assumptions, in that they may be affected by a variety of known and unknown risks, variables and other factors which are beyond the control of TGM and, if relevant, the Controlled Group (to the extent it incorporates or reflects information on Focus) which could cause actual events or results to differ materially from the expectations described in such forward looking statements. These factors include, amongst other things, the risks identified in section 8, as well as other matters not yet known to TGM or not currently considered material by TGM. None of the TGM Group and its respective officers, employees, agents or advisors, nor any persons named in this Bidder's Statement, make any representation or warranty (express or implied), assurance or guarantee (express of implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any forward looking statement. The forward looking statements in this Bidder's Statement reflect views held only as at the date of this Bidder's Statement.
Disclaimer as to Focus information
The information on Focus, Focus Shares and the Focus Group's business and assets contained in this Bidder's Statement has been prepared by TGM using publicly available information and should not be considered comprehensive.
Information in this Bidder's Statement concerning Focus, Focus Shares and the Focus Group and the assets and liabilities, financial position and performance, profits and losses and prospects of the Focus Group has not been independently verified by TGM. Accordingly, none of TGM, the Board, nor any member of the TGM Group or their respective officers, employees, agents or advisors, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or completeness of such information.
Further information relating to Focus' business may be included in Focus' target statement which Focus must provide to Focus Shareholders in response to this Bidder's Statement.
Investment decisions
You should read this Bidder's Statement in its entirety before deciding whether to accept the Offer. This Bidder's Statement does not take into account the individual investment objectives, financial situation or particular needs of individual Focus Shareholders. Accordingly, before making a decision whether or not to accept the Offer, you should consider seeking independent financial, tax or other professional advice.
Notice to Focus Shareholders resident outside Australia
The distribution of the Bidder's Statement in jurisdictions outside of Australia may be restricted by law, and persons who come into possession of it should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify TGM or to otherwise permit a public offering of TGM Shares outside Australia. It is your sole responsibility to satisfy yourself that you are permitted by any foreign law applicable to you to accept the Offer.
You should note that the Offer has been conducted in accordance with the laws enforced in Australia and the ASX Listing Rules. The disclosure requirements in relation to the Offer applicable in Australia may differ from those applying in your jurisdiction. Focus Shareholders outside Australia may have difficulties in enforcing their rights and any claims they may have arising under the laws of their jurisdiction. It may also be difficult to compel TGM to subject itself to a foreign court's judgment.
The financial statements included in this Bidder's Statement have been prepared in accordance with generally accepted accounting principles in Australia that will differ from those in other jurisdictions.
This Bidder's Statement does not constitute an offer of New TGM Shares in any jurisdiction in which it would be unlawful. In particular, this Bidder's Statement may not be distributed to any person, and the New TGM Shares may not be offered or sold, in any country outside Australia except to existing Focus Shareholders as permitted by section 9.3.
Notice to Focus Shareholders in Hong Kong
This Bidder's Statement is confidential in Hong Kong and for the sole use by shareholders of Focus. The contents of this Bidd er's Statement have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Offer. If you are in any doubt about any of the contents of this Bidder's Statement, you should obtain independent profession al advice.
This Bidder's Statement also does not constitute a prospectus (as defined in section 2(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong)) or notice, circular, brochure or advertisement off ering
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