Disclaimer

Restricted page

The information available on this part of the website is restricted for regulatory reasons.

 

DISCLAIMER – IMPORTANT

You wish to access a web page dedicated to documents and information relating to the mandatory public takeover offer by Gramo BV (the “Bidder”) for all the shares of Deceuninck NV (“Deceuninck”), pursuant to the Belgian Law of 1 April 2007 on public takeover bids and the Belgian Royal Decree of 27 April 2007 on public takeover bids (the “Bid”).

 

By accessing information on this part of this website, you are deemed to adhere to these restrictions.

Viewing the materials you are seeking to access may not be lawful in certain jurisdictions. Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so. If you have any doubt as to whether you are in compliance with applicable restrictions, you must not access any page on this website.

The documents and information relating to the Bid (including, notably, the prospectus prepared by the Bidder and the annexes thereto, including the acceptance forms and the response memorandum) (the “Bid Documentation”) are for informational purposes only and do not constitute or form a part of an offer or solicitation to acquire, purchase, subscribe for, sell or exchange any securities in the United States of America, Australia, Hong Kong, Canada, Japan, New-Zealand, South Africa, Switzerland and the United Kingdom, or any other state or jurisdiction where to do so would constitute a violation of the laws of that state or jurisdiction or would require additional documents to be completed or registered, or require any measure to be undertaken in addition to the requirements under Belgian law.

The Bid is made exclusively in Belgium. The Bid has not been registered or approved outside of Belgium. No action will be taken to register it or have it approved in another state or jurisdiction or to otherwise allow for a public takeover bid in another state or jurisdiction.

The Bid is not being made in or into the United States, Australia, Hong Kong, Canada, Japan, New-Zealand, South Africa, Switzerland and the United Kingdom. Accordingly, viewing this area of the website is not permitted if you are present or resident in the United States, Australia, Hong Kong, Canada, Japan, New-Zealand, South Africa, Switzerland and the United Kingdom, and copies of the material contained herein must not be sent, mailed or otherwise transmitted in, into or from the United States, Australia, Hong Kong, Canada, Japan, New-Zealand, South Africa, Switzerland and the United Kingdom.

The Bid will be made solely by means of a prospectus that would contain the full terms and conditions of the Bid, including details of how it may be accepted. Any decision made in relation to the Bid should be made solely and only on the basis of the information provided in any such prospectus.

The information contained in the Bid Documentation is neither to be published, released, broadcasted, disseminated or distributed, directly or indirectly, in states or jurisdictions other than Belgium, nor to be made available to residents of such states or jurisdictions, and you should not forward, distribute or send any materials on this area of the website in or into any such state or jurisdiction. The holders of shares of Deceuninck NV located outside of Belgium can only participate in the Bid if permitted by the local laws to which they are subject, without the Bidder having to carry out additional formalities. Participation in the Bid and the distribution of the Bid Documentation as well as of any information relating to the Bid may be subject to particular restrictions applicable in accordance with laws in effect outside Belgium, including, notably, registration, qualification or other requirements. The Bidder will not satisfy any such restrictions, whether directly or indirectly, and the Bidder reserves the right to reject the acceptance of the Bid by any person in any way in a state or jurisdiction in which the Bid would be subject to such restrictions. Accordingly, without prejudice to the foregoing restrictions regarding the United States, Australia, Hong Kong, Canada, Japan, New-Zealand, South Africa, Switzerland and the United Kingdom, persons in possession of the Bid Documentation and any information relating to the Bid are required to obtain information on any applicable local restrictions and to comply therewith.

Failure to comply with these restrictions could constitute a violation of applicable securities and/or stock market laws and regulations in one of these states or jurisdictions. The Bidder, its affiliates and its advisors decline, to the fullest extent permitted under applicable law, any liability for any violation, by any person, of any such local rules and restrictions.

In the specific case of the United States of America, it is provided that the Bid is not being and will not be made, directly or indirectly, in or into, and is not capable of acceptance in or from, the United States of America, or by any U.S. jurisdictional means, including the use of postal services, or by any other means of communication or instrument (including by fax, telephone or email) concerning trade between States of the United States of America or between other States, or by a stock market or a trading system of the United States of America or to persons having residence in the United States of America or “U.S. persons” (as defined in and in accordance with Regulation S of the U.S. Securities Act of 1933, as amended). Any acceptance of the Bid that results or could be assumed as resulting from a violation of the foregoing restrictions shall be deemed void. The subject of the Bid Documentation is limited to the Bid, and no copy of the Bid Documentation may be sent, communicated, distributed, submitted, published, broadcasted or disseminated, directly or indirectly, in the United States of America other than in the conditions permitted by the laws and regulations in effect in the United States of America. Accordingly, viewing this area of the website is not permitted if you are present or resident in the United States of America and copies of the material contained herein must not be sent, mailed or otherwise transmitted in, into or from the United States of America.

For the purposes of this disclaimer, “United States of America” means the United States of America, its territories and possessions, any one of these States, and the District of Columbia.

It is your responsibility to ensure that you comply with all applicable laws and regulations. If you have any doubt as to whether you are in compliance with applicable restrictions, you must not access any page on this website. Accordingly, for the reasons mentioned above, the access to information and documents contained in the web pages that follow is limited to the sole holders of shares of Deceuninck NV residing in Belgium.

The Bid is being made only through the Bid Documentation. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE BID DOCUMENTATION AS IT CONTAINS IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE BID.

By accessing this page of our website, which is dedicated to the distribution of documents and information relating to Bid, you must represent, warrant and agree that:

  • You are not resident or physically present in the United States of America, nor are you using U.S. jurisdictional means to access this website;
  • You are a resident of Belgium or of a state or jurisdiction, other than the United States of America, in which you certify that you are legally entitled to access information and documents relating to the Bid without any formality or publicity being required on the part of the Bidder;
  • You undertake not to transfer, transmit or distribute, either in whole or in part, the documents and information relating to the Bid, to which you are to access, into the United States of America, or otherwise to any other persons residing in any state or jurisdiction other than Belgium; and
  • You intend to access these documents for informational purposes only, you have read and understood this disclaimer, and you agree to be bound by each of the terms of this disclaimer.

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