(Información remitida por la empresa firmante)
The communication of the Offer to Purchase and any other documents or materials relating to the Offer are not being made and such documents have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the «FSMA»). Accordingly, the Offer to Purchase, such documents and/or other materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. Accordingly, the Offer to Purchase and the communication of all such documents and/or materials relating to the Offer are exempt from the restriction on financial promotions under Section 21 of the FSMA on the basis that they are only directed at and may only be communicated (i) to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order)), (ii) to those persons who are within Article 43(2) of the Financial Promotion Order, including existing members and creditors of either of the Offeror, (iii) to those persons who are outside of the United Kingdom, or (iv) to any other persons to whom they may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as «Relevant Persons») and the transactions contemplated herein will be available only to, and engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act on or rely on the Offer to Purchase. EEA
In the EEA, this announcement and the Offer will not, directly or indirectly, be made to, or for the account of, any person other than to qualified investors within the meaning of Article 2(e) of the Prospectus Regulation.
Neither this announcement nor the Offer to Purchase nor any other documentation or material relating to the Offer has been or will be submitted to a competent authority in the EEA for approval. Therefore, neither the Offer to Purchase nor any other documentation or material relating to the Offer qualifies as an approved prospectus as meant in Article 6 of the Prospectus Regulation.
Accordingly, in the EEA, the Offer may not be made by way of an «offer of securities to the public» within the meaning of Article 2(d) of the Prospectus Regulation and the Offer may not be promoted and is not being made to, any person in the EEA (with the exception of «qualified investors» within the meaning of Article 2(e) in conjunction with Article 1(4)(a) of the Prospectus Regulation). This announcement, the Offer to Purchase and any other documentation or materials relating to the Offer (including memoranda, information circulars, brochures or similar documents) have not been forwarded or made available to, and are not being forwarded or made available to, directly or indirectly, any such person.
With regard to the EEA, this announcement and the Offer to Purchase have been transmitted only for personal use by the aforementioned qualified investors and only for the purpose of the Offer. Accordingly, the information contained in this announcement and the Offer to Purchase may not be used for any other purpose or be transmitted to any other person in the EEA.
Belgium
None of this announcement, the Offer to Purchase or any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit voor financiële diensten en markten) and, accordingly, the Offer may not be made in the Kingdom of Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of April 1, 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and none of this announcement, the Offer to Purchase or any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in the Kingdom of Belgium other than «qualified investors» in the sense of Article 2(e) of the Prospectus Regulation, acting on their own account. This announcement and/or the Offer to Purchase have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement and/or the Offer to Purchase may not be used for any other purpose or disclosed to any other person in the Kingdom of Belgium.
France
This announcement, the Offer to Purchase and any other documents or offering materials relating to the Offer may not be distributed in the Republic of France except to qualified investors (investisseurs qualifiés) as referred to in Article L.411-2 1° of the French Code monétaire et financier and defined in Article 2(e) of the Prospectus Regulation. The Offer to Purchase has not been and will not be submitted for clearance to the Autorité des marchés financiers.
Italy
None of the Offer, this announcement, the Offer to Purchase or any other documents or materials relating to the Offer has been or will be submitted to the clearance procedure of the CONSOB, pursuant to applicable Italian laws and regulations.
The Offer is being carried out in the Republic of Italy («Italy») as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the «Financial Services Act») and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the «Issuers’ Regulation»). The Offer is also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers’ Regulation.
Holders or beneficial owners of the Securities located in the Republic of Italy can tender the Securities through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Spain
None of the Offer, this announcement or the Offer to Purchase constitutes an offer of securities to the public in Spain under Regulation (EU) 2017/1129 or a tender offer in Spain Law 6/2023 of 17 March on Securities Markets and Investment Services, and under Royal Decree 1066/2007, of 27 July, all of them as amended, and any regulation issued thereunder.
Accordingly, neither this announcement nor the Offer of Purchase have been or will be submitted for approval nor approved by the Spanish Securities Market Commission (Comision Nacional del Mercado de Valores).
Switzerland
A public offer within the meaning of the Swiss Financial Services Act («FinSA») may not be directly or indirectly made in Switzerland with respect to the Securities. Therefore, none of this announcement, the Offer or any other offering or marketing material relating to the Securities constitutes a prospectus as such term is understood pursuant to article 35 FinSA or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. Accordingly, the investor protection rules otherwise applicable to investors in Switzerland do not apply to the Offer. When in doubt, investors based in Switzerland are recommended to contact their legal, financial or tax adviser with respect to the Offer.
Luxembourg
The terms and conditions relating to this announcement and/or the Offer to Purchase have not been approved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes of public offering in the Grand Duchy of Luxembourg («Luxembourg»). Accordingly, the Offer may not be made to the public in Luxembourg, directly or indirectly, and none of this announcement, the Offer to Purchase or any other prospectus, form of application, advertisement or other material may be distributed, or otherwise made available in or from, or published in, Luxembourg except in circumstances which do not constitute a public offer of securities to the public, subject to prospectus requirements, in accordance with the Luxembourg Act of 10 July 2005 on prospectuses for securities.
General
This announcement is for informational purposes only and shall not constitute an offer to buy or the solicitation of an offer to sell Securities in any circumstances in which such offer or solicitation is unlawful. The Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. Please see the Offer to Purchase for certain important information on offer restrictions applicable to the Offer.
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