Important notice
ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY [FARO BIDCO] APS (THE “OFFEROR”) IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
Please read this notice carefully – it applies to all persons who view this webpage and, depending on who you are and where you live, it may affect your rights. 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.
Overseas Persons
Viewing the materials you seek to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident outside Norway and Denmark 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.
Access to the materials contained in this section of the website (the “Microsite”) may be restricted under securities laws or other laws in certain jurisdictions. These materials are not directed at or to be accessed by persons in any jurisdiction in which the relevant action would not be in compliance with the securities laws or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the Offeror, including, without limitation, persons residing in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States (the “Restricted Jurisdictions”), and unless otherwise permitted by applicable law and regulation, it is not intended that these materials be accessible by persons residing or physically located in any Restricted Jurisdiction. Viewing the materials you seek to access may be unlawful if you are resident in, or are physically located in, a Restricted Jurisdiction. Additional restrictions may be included in the specific materials contained on this Microsite.
The materials contained on this Microsite do not constitute an offer or an advertisement of an offer pursuant to laws and regulations of jurisdictions and do not require the publication of a prospectus by the Offeror or any other persons in any member state of the European Economic Area or elsewhere. The materials contained herein shall not be directly or indirectly distributed, disseminated or circulated outside Denmark and Norway if and to the extent such distribution, dissemination or circulation is not in compliance with applicable foreign regulations, or depends on the issuance of authorisations, compliance with official procedures or any other legal requirements, and such conditions are not satisfied. Neither the Offeror, nor Everfuel A/S (the “Company”), is responsible for ensuring that the publication, distribution, dissemination or circulation of the materials contained herein outside Denmark or Norway is consistent with the provisions of legal systems other than those of Denmark and Norway.
These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any securities mentioned herein have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”), and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offering of such Securities in the United States. The securities mentioned herein will not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of Australia, Canada, Hong Kong, New Zealand, South Africa or Japan. Accordingly, unless an exemption under the relevant securities law is applicable, any such securities may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, New Zealand, South Africa, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction.
If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. It is the responsibility of all persons obtaining the documents contained on this Microsite to inform themselves of and observe all such restrictions. Any recipient of the documents contained on this Microsite who is in any doubt in relation to these restrictions should consult his or her professional advisors in the relevant jurisdiction. The Offeror accepts or assumes no responsibility or liability for any violation by any person whomsoever of any such restriction.
The information on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither the Offeror, Company, nor any of their affiliated companies has, or accepts, responsibility or duty to update any such information, document or announcement. The Offeror reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
The information contained on this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s), including the offer document, published by the Offeror.
NO OFFER IS BEING MADE, AND SHARES OF THE COMPANY WILL NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF PERSONS, IN ANY RESTRICTED JURISDICTION, EXCEPT IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS.
YOU ARE URGED TO READ THE OFFER DOCUMENT RELATING TO THE PROPOSED OFFER IN ITS ENTIRETY, AND ANY OTHER DOCUMENTS PUBLISHED BY THE OFFEROR AND/OR THE COMPANY IN CONNECTION WITH THE OFFER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFEROR AND THE COMPANY, THE OFFER AND RELATED MATTERS.
Basis of access
Access to electronic versions of these materials is being made available on this webpage by the Offeror in good faith and for information purposes only. Any person seeking access to this webpage represents and warrants to the Offeror that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities in the Company. Further, it does not constitute a recommendation by the Offeror, Company or any other party to sell or buy 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 the United States, Australia, Canada, Hong Kong, New Zealand, South Africa, Japan or any other Restricted Jurisdiction.
By clicking on the “Agree” button, I certify that I am not located in the United States, Australia, Canada, Hong Kong, New Zealand, South Africa, Japan or any other Restricted Jurisdiction.
I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. By clicking on the “Agree” button, I confirm that I am permitted to proceed to electronic versions of these materials.
This offering is not available in your country
Due to applicable legal restrictions, the information contained in this section of the website is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, Japan, or any other jurisdiction in which such release, publication or distribution would be unlawful. We apologise for any inconvenience this may cause.
Recommended voluntary cash offer to the shareholders of Everfuel A/S
Attention Everfuel shareholder
Reference is made to the stock exchange notice published by Everfuel today, detailing Everfuels Board of Directors recommendation to accept an Offer to acquire all issued and outstanding shares in the Company except for Shares owned by the Company and Rollover Shareholders, by infrastructure funds managed or advised by Swiss Life Asset Managers.
All shareholders are encouraged to carefully read the press release, the Boards fairness opinion and other related documents coming in the following days. The offer is subject to certain regulatory restrictions and may not be available for shareholders in all jurisdictions. For more information about the offer see below:
Offer announcement
Start of offer period
Fairness opinion letter
DEAL SITE
Offer Document and Board recommendation is available on the Nordea deal site
DEAL SITE
Offer Document and Board recommendation is available on the SpareBank 1 deal site