Offer Restrictions
General
The public offer described in the documents that are made available on this website (the “Offer“) is not being made and will not be made, directly or indirectly, in any country or jurisdiction in which the Offer would be illegal, considered unlawful or otherwise violate any applicable laws or regulations, or which would require LPSO Holding Ltd., George Town, Cayman Islands (the “Offeror“) or any of its direct or indirect subsidiaries, to change or amend the terms or conditions of the Offer in any material way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the Offer. It is not intended to extend the Offer to any such country or jurisdiction. Any such document relating to the Offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used for the purpose of soliciting the purchase of securities of Orascom Development Holding AG, Altdorf, Switzerland (the “Company“) by any person or entity resident or incorporated in any such country or jurisdiction.
According to Swiss law, shares of the Company (“Orascom Shares“) tendered into the Offer may not be withdrawn after they are tendered except under certain circumstances, in particular in case a competing offer for the Orascom Shares is launched.
Notice
The Offer is being made for the registered shares of the Company, a Swiss stock corporation (Aktiengesellschaft) whose shares are listed on the SIX Swiss Exchange (“SIX“), and is subject to Swiss disclosure and procedural requirements, which are different from those of the United States of America (the “U.S.“). The Offer is subject to the requirements of Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act“), including amendments to the terms and conditions of the Offer, extensions of the Offer, purchases outside of the Offer and minimum Offer Period, and is otherwise being made in accordance with the requirements of Swiss law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments that are different from those applicable under U.S. tender offer procedures and laws. Holders of Orascom Shares resident in the U.S. (each a “U.S. Holder“) are urged to consult with their own Swiss advisors regarding the Offer.
It may be difficult for U.S. Holders to enforce their rights and any claim arising out of U.S. securities laws, since the Offeror and the Company are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. Holders may not be able to sue a non-U.S. company or its officers or directors in a U.S. or non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.
The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local laws, as well as foreign and other tax laws. Each U.S. Holder is urged to consult his or her independent professional advisor immediately regarding the U.S. tax consequences of an acceptance of the Offer.
The information contained in this Offer Prospectus has not been reviewed or authorized by the U.S. Securities and Exchange Commission (the “SEC“). Neither the SEC nor any securities com- mission of any State of the U.S. has (a) approved or disapproved of the Offer; (b) passed upon the merits or fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in this Offer Prospectus. Any representation to the contrary is a criminal offence in the U.S.
United Kingdom
The communication of this Offer Prospectus is not being made by, and has not been approved by, an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. In the United Kingdom, this communication and any other offer documents relating to the Offer is/will be directed only at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“), (ii) falling within article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order or (iii) to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of Financial Services and Markets Act 2000) in connection with the offer to purchase securities may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons“). No communication in respect of the Offer must be acted on or relied on by persons who are not relevant persons. The Offer, any investment or investment activity to which this Offer relates is available only to relevant persons and will be engaged in only with relevant persons.
Australia, Canada and Japan
The Offer is not addressed to shareholders of the Company whose place of residence, seat or habitual abode is in Australia, Canada or Japan, and such shareholders may not accept the Offer.
Confirmation
By clicking on the “I confirm and agree” button below, you confirm and agree to each of the following: