ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY ALTRAD INVESTMENT AUTHORITY S.A.S IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTIONS WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION OF THESE MATERIALS IS NOT LAWFUL UNLESS THERE ARE APPLICABLE EXEMPTIONS.
Overseas Persons
Viewing the voluntary offer document to acquire all outstanding shares in Beerenberg ASA (“Beerenberg”) (the "Offer") (the “Offer Document”) you seek to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of persons may be allowed to view such materials. Any person resident outside Norway who wishes 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. The Offer Document does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities 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 unless there are available exemptions. 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.
In particular, unless otherwise determined by Altrad Investment Authority S.A.S, the “Offeror” and permitted by applicable law and regulation, it is not intended, subject to certain exceptions, that the Offer in the voluntary offer by Altrad Investment Authority would be made, or any documentation be sent, directly or indirectly, in or into, Canada, Australia, Hong Kong, New Zealand, South Africa, Japan or in any other jurisdictions where this is not lawful unless there are applicable exemptions.
General
The distribution of the Offer Document and any separate notices, summaries and other documentation regarding the Offer, and the making of the Offer, may in certain jurisdictions (including, but not limited to, Canada, Australia, Hong Kong, New Zealand, South Africa and Japan), be restricted by law. Persons obtaining the Offer Document or such other documentation or into whose possession the Offer Document or such other documentation otherwise comes, are therefore required to inform themselves of and observe all such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Neither the Offeror nor the Receiving Agent accepts or assumes any responsibility or liability for any violation by any person whomsoever of any such restriction. Persons in the United States should review "Notice to U.S. Holders" below.
The Offer Document is not directed to persons whose acceptance of the Offer requires that (i) further documents are issued in order for the Offer to comply with local law or (ii) registration or other measures are taken pursuant to local law. No document or material relating to the Offer may be distributed in or into any country where such distribution or offering requires any of the aforementioned measures to be taken or would be in conflict with any law or regulation of such country. In the event such distribution or offering nevertheless is made, an acceptance form sent from such a country may be disregarded as non-binding on the Offeror. The Offer is not being made in, and this Offer Document and related acceptance forms may not be distributed, forwarded or transmitted into, from, or within any jurisdiction prohibited by applicable law, including without limitation, Canada, Australia, Hong Kong, New Zealand, South Africa or Japan.
This Offer Document does not represent an offer to acquire or obtain securities other than the "Shares" that are subject to the Offer.
Notice to U.S. Holders
The Offer is being made to shareholders of Beerenberg as resident in the United States in reliance on the Tier I exemption pursuant to Rule 14d-1 (c) under the U.S. Securities Exchange of 1934, as amended (the "U.S. Exchange Act"), and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to the offer timetable, 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 established practice in the Norwegian market, which differ from payment and settlement procedures customary in the United States, particularly with regard to the payment date of the consideration.
The Offer relates to shares of a Norwegian company listed and trading on Euronext Growth Oslo and is subject to the legal provisions regarding the implementation and disclosure requirements for such an offer, which differ substantially from the corresponding legal provisions of the United States. For example, the financial statements and certain financial information in the Offer Document concerning the Company have been determined in accordance with the International Financial Reporting Standards ("IFRS") and may therefore not be comparable to the financial statements or financial information of U.S. companies and other companies whose financial information is determined in accordance with the Generally Accepted Accounting Principles of the United States ("U.S. GAAP").
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 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.
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