Forbehold - Disclaimer
Du må sette deg godt inn i betingelsene under for å delta i tilbudet. / Please read the disclaimer to proceed to the offer and documents.
(10.07.2023) DNB Markets is acting as Financial Advisor and Receiving Agent to Unifon Holding AS in relation to its cash offer for all issued and outstanding shares in Nortel AS (“Nortel” or the “Company”).
DISCLAIMER - IMPORTANT
Access to this information is limited to persons resident and physically present in Norway and to authorized persons who are resident and physically present in other jurisdictions outside Australia, Canada, South Africa, Hong Kong, New Zealand and Japan.
The information in the coming pages is directed exclusively at, and therefore not intended for, and is not to be made available to, persons in Canada, Australia, South Africa, Hong Kong, Japan or New Zealand, or in any other jurisdiction in which such information is restricted or prohibited by applicable laws. In certain jurisdictions, including but not limited to Canada, Australia, South Africa, Hong Kong, Japan and New Zealand, the furnishing of such information may be restricted or prohibited by applicable laws. Users of this web site are requested to inform themselves about and observe any such restrictions. The information in the coming pages does not constitute an offer of securities for sale or a solicitation of an offer to purchase any securities.
U.S. Holders (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 in the United States ("U.S. Holders") on the same terms and conditions as those made to all other holders of Shares in the Company to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to U.S. Holders 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 will be made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a "Tier II” tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to the offer timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law.
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 United States 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 United States or other means reasonably calculated to inform U.S. Holders of such information.
Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States.
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, South Africa, Hong Kong, Japan or New Zealand or in 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 in the coming pages: