• Chatbot
  • Kundeservice

Viktige forbehold - Disclaimer

(23.5.2024) Under følger juridiske forbehold for tilbudet på aksjer i Gram Car Carriers. Disclaimer er på engelsk.

DNB Markets is acting as Financial Advisor and Receiving Agent to SAS Shipping Agencies Services Sàrl in relation to its voluntary cash offer for all issued and outstanding shares in Gram Car Carriers ASA (“Gram Car Carriers” or the “Company”).

DISCLAIMER - IMPORTANT

Please read this notice carefully - it applies to all persons who view this webpage. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE FOR INFORMATION PURPOSES ONLY. THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN, HONG KONG, SOUTH KOREA OR IN ANY OTHER JURISDICTIONS WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION OF THESE MATERIALS IS NOT LAWFUL UNLESS THERE ARE APPLICABLE EXEMPTIONS.

General

Viewing the offer document (the "Offer Document") prepared by the Offeror to acquire all outstanding Shares against cash consideration that you hereby seek to access may not be lawful in certain jurisdictions.

Any persons resident outside of Norway who wish to view the Offer Document must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so. If you are not permitted to view the Offer Document on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

The Offer is not being made, and neither the Offer, the Offer Document nor any accompanying documents constitute an offer or solicitation, whether directly or indirectly (i) to any shareholder of the Company (each a "Shareholder") who cannot legally accept the Offer or from whom the Offeror cannot legally acquire Shares in accordance with applicable laws; (ii) into or within Canada, Australia, Hong Kong, South Korea, New Zealand, South Africa and Japan or any other jurisdiction where a release, distribution or publication of the Offer and the Offer Document would be unlawful (each a "Restricted Jurisdiction"); or (iii) to any Shareholder present in, with registered or mailing addresses in, or who is a citizen of any Restricted Jurisdiction.

The Offer Document and other documents or information relating to the Offer Document or to the Offer are not being and must not be mailed, communicated, or otherwise distributed in or into Restricted Jurisdictions by any Shareholder, any broker-dealer, bank or other intermediaries holding Shares on behalf of any beneficial shareholder, or any other person in any manner whatsoever. Persons receiving such documents or information (including, without limitation, custodians, nominees and trustees) should not distribute or send them in or into a Restricted Jurisdiction or use mails or any means, instrument or facility of a Restricted Jurisdiction. Persons in the United States of America (the "U.S.") should review "Notice to U.S. Shareholders" below.

Any failure to comply with these restrictions may constitute a violation of applicable securities laws. To the fullest extent permitted by applicable laws, the Offeror, the Receiving Agent and other companies and persons involved in the Offer disclaim any responsibility or liability for any violation by any person whomsoever of any such restriction.

This Offer Document does not represent an offer to acquire or obtain securities other than the Shares, as further set out in the Offer Document and on the terms and conditions set out therein.

Notice to U.S. Shareholders

The Shares are admitted to trading on the OTCQX® Best Market in New York, the U.S., a non-regulated over-the-counter market place operated by the OTC Market Group. U.S. Shareholders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Offer will be made to holders of Shares resident or with a place of habitual abode in the U.S. ("U.S. Shareholders") on the same terms and conditions as those made to all other holders of Shares of the Company to whom an offer is made. Any information documents, including the Offer Document, are being disseminated to U.S. Shareholders on a basis comparable to the method that such documents are provided to the Company's other Shareholders to whom an offer is made. The Offer will be made by the Offeror and no one else.

The Offer relates to shares of a Norwegian company listed and trading on the Oslo Stock Exchange and is subject to the legal provisions of the Norwegian Securities Trading Act regarding the implementation and disclosure requirements for such an offer, which differ substantially from the corresponding legal provisions of the U.S.

The Offer will be made to U.S. Shareholders pursuant to Section 14I and Regulation 14E under the U.S. Exchange Act as a "Tier I" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer will be subject to disclosure and other procedural requirements that are different from those that would be applicable under U.S. domestic tender offer procedures and law. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant rules of the Norwegian Securities Trading Act, which differ from payment and settlement procedures customary in the U.S., particularly with regard to the payment date of the consideration.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the U.S. during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the U.S. or other means reasonably calculated to inform U.S. Shareholders of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.

Neither the SEC nor any US state securities commission or U.S. regulatory authority has approved or disapproved the Offer or passed any comment upon the adequacy, accuracy or completeness of the Offer Document or any other documents regarding the Offer. Any representation to the contrary is a criminal offense in the U.S.

If you are not permitted to view materials on this website or are in any doubt as to whether your are permitted to view these materials, please exit this webpage.

Basis of access

Access to electronic versions of these materials is being made available on this webpage for information purposes only. Any person seeking access to this webpage represents and warrants to the Offeror that it is doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to buy nor sell, or the solicitation of an offer to buy or sell, securities in the Company. Further, it does not constitute a recommendation by the Offeror or any other party to buy or sell securities in the Company.

Confirmation of understanding and acceptance of disclaimer

Electronic versions of these materials are not directed at or accessible by persons located in Canada, Australia, Hong Kong, South Korea, New Zealand, South Africa, Japan or any other restricted jurisdiction where this is unlawful unless there are available exemptions.

I therefore certify that:

I certify that I am not resident or physically located in, and am not accessing this information on behalf of a person who is resident or physically located in, Canada, Australia, Hong Kong, South Korea, New Zealand, South Africa, Japan or any other jurisdiction in which such information is restricted or prohibited by applicable laws, that I have read and understood the disclaimer set out above and that I am permitted to proceed to the information on the coming page:

Footer navigasjon

Hovedkontor

Dronning Eufemias gate 30

0191 Oslo

Postadresse

DNB

Postboks 1600 Sentrum

0021 Oslo

Org. nr.

DNB Bank ASA

984 851 006

DNB Nettsteder

DNB Eiendom#huninvestererDNB NyheterDNB Tech BlogSbanken.no

Internasjonalt

DNB LuxembourgDNB SverigeDNB Danmark

Sosiale medier

FacebookYouTube
Vilkår for brukPersonvernInformasjonskapslerPrislisteJobb hos ossSammenlign våre priser med andre selskaper på Finansportalen.no

© DNB