.gif)
Disclaimer
Share Buy-Back Offer by GAGFAH S.A.
Important notice regarding the share buy-back offer by GAGFAH S.A. ("GAGFAH" or the "Company") to its shareholders ("GAGFAH Shareholders") in the form of a voluntary public tender offer for the acquisition of a portion of the Company's own shares.
The legal notice on this website is only for information purposes. The conditions and terms of the share buy-back offer are set forth in the offer document alone. The offer document will be published on this website.
The share buy-back offer is governed by the laws of the Federal Republic of Germany and is furthermore carried out in accordance with applicable securities laws of the United States of America (including Regulation 14E promulgated under the United States Securities Exchange Act of 1934, as amended, whereby the Company plans to rely on limited relief from certain United States tender offer rules provided by Rule 14d-1(d) under the United States Securities Exchange Act of 1934). It is not intended to implement the share buy-back offer in accordance with the provisions of any other jurisdiction.
The share buy-back offer is not subject to the provisions of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz). As a consequence, the share buy-back offer does not purport to comply with the provisions of this act. Furthermore, the offer document has not been submitted to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) for examination or review.
Moreover, the offer document has not been disclosed to, filed with, reviewed or approved by the United States Securities and Exchange Commission (SEC), the Luxembourg Commission de Surveillance du Secteur Financier (CSSF) or any other public authority, and it is not intended to do so. No notifications, registrations, approvals, permissions or authorizations for the offer document and/or the share buy-back offer have been applied for, arranged for, issued or granted.
Neither the Company nor the parties acting in concert with the Company assume responsibility for the observation of legal requirements other than under German or US law, and GAGFAH Shareholders may not rely on the application of investor protection provisions under laws other than those of Germany or the United States.
The offer document is distributed in accordance with German law and applicable US securities laws and regulations. The publication, mailing, dispatch, distribution or dissemination of the offer document, any translation thereof, or any other documents related to the share buy-back offer outside the Federal Republic of Germany and the United States may be subject to legal restrictions under foreign law. The Company and the parties acting in concert with the Company have not permitted the publication, mailing, dispatch, distribution or dissemination of the offer document, any translation thereof, or any other documents related to the share buy-back offer outside the Federal Republic of Germany and the United States by third parties.
Individuals who avail themselves of the documentation relating to the share buy-back offer outside the Federal Republic of Germany or the United States, or intend accepting the share buy-back offer and to which apply capital markets and/or securities regulations other than those of Germany or the United States are asked to ascertain and observe these foreign capital markets and securities regulations. Neither the Company nor the parties acting in concert with the Company assume responsibility that publication, mailing, dispatch, distribution or dissemination of the offer document or related documents or the acceptance of the share buy-back offer outside Germany or the United States comply with foreign regulations that may apply respectively. Any liability of the Company and the parties acting in concert with the Company for any non-compliance with statutory provisions by third persons is explicitly excluded.
The share buy-back offer by GAGFAH is for securities of a corporation under the laws of the Grand Duchy of Luxembourg and is subject to the procedure and disclosure requirements of Germany, which are different from those of the United States. Also, the settlement procedure with respect to the offer will be consistent with German practice, which differs from US domestic tender offer procedures in certain material respects, particularly with regards to date of payment.
The Company is a joint stock corporation organized under the laws of Luxembourg. Many of its directors and its executive officers reside in Luxembourg, Germany or other jurisdictions outside the United States. A substantial portion of the assets of the Company and such other persons are located outside the United States. As a result, it may not be possible for US GAGFAH Shareholders to effect service of process within the United States upon the Company or such other persons or to enforce, in US courts, judgments against them obtained in US courts predicated upon the civil liability provisions of the federal securities laws of the United States.
Any financial information made available by the Company will have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union which differ in certain material respects from accounting principles generally accepted in the United States ("US GAAP") and which may not have been subject to external audit. Any such financial information will not have been reconciled to US GAAP.
By clicking on the "OK"-button I hereby confirm that I have read the above legal notice.
