any means or instrumentality of interstate or foreign commerce of or of
any facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission, electronic
mail, telex, telephone, the internet and other forms of electronic
communication. The Securities may not be tendered in the Tender Offers
by any such use, means, instrumentality or facility from or within the
United States or by persons located or resident in the United States.
Accordingly, copies of this announcement and the Tender Offer Memorandum
and any other documents or materials relating to the Tender Offers are
not being, and must not be, directly or indirectly mailed or otherwise
transmitted, distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or to any
persons located or resident in the United States. Any purported tender
of Securities in the Tender Offers resulting directly or indirectly from
a violation of these restrictions will be invalid and any purported
tender of Securities made by a person located or resident in the United
States or any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from within
the United States will be invalid and will not be accepted.
Each Securityholder participating in the Tender Offers will represent
that it is not located in the United States and it is not participating
in the Tender Offers from the United States or it is acting on a
non-discretionary basis for a principal that is located outside the
United States and that it is not giving an order to participate in the
Tender Offers from the United States. For the purposes of this and the
above paragraph, "United States" means the United States of America,
its territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the North Mariana
Islands), any state of the United States of America and the District of
Columbia.
UNITED KINGDOM: The communication of this announcement and the Tender
Offer Memorandum and any other documents or materials relating to the
Tender Offers is not being made, and such documents and/or materials
have not been approved, by an authorised person for the purposes of
section 21(1) of the Financial Services and Markets Act 2000, as amended
(the "FSMA"). Accordingly, such documents and/or materials are not
being distributed to, and must not be passed on to, the general public
in the United Kingdom. The communication of such documents and/or
materials is exempt from the restriction on financial promotions under
section 21(1) of the FSMA on the basis that it is only directed at and
may be communicated to (1) persons who have professional experience in
matters relating to investments, being investment professionals as
defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "FPO"); (2) persons who are
Securityholders or who fall within Article 43(2) of the FPO; or (3) any
other persons to whom these documents and/or materials may lawfully be
communicated. Any investment or investment activity to which this
announcement or the Tender Offer Memorandum relates is available only to
such persons or will be engaged only with such persons and other persons
should not rely on it.
FRANCE: The Tender Offers are not being made, directly or indirectly, to
the public in the Republic of France ("France") and this announcement,
the Tender Offer Memorandum and any other document or material relating
to the Tender Offers have not been distributed in France, except to
qualified investors as defined in Article 2(e) of Regulation (EU)
2017/1129 and Article L411-2 1deg of the French Code monétaire et
financier.. This announcement and the Tender Offer Memorandum have not
been and will not be submitted for clearance to nor approved by the
Autorité des marches financiers.
ITALY: None of this announcement, the Tender Offers, the Tender Offer
Memorandum and any other documents or material relating to the Tender
Offers has been or will be submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa ("CONSOB"),
pursuant to applicable Italian laws and regulations.
The Tender Offers are being carried out in the Republic of Italy
("Italy") as exempted offers pursuant to article 101-bis, paragraph
3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended
(the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, as amended.
Accordingly, holders or beneficial owners of the Securities that are
located in Italy may tender their Securities in the relevant Tender
Offer through authorised persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in Italy
in accordance with the Financial Services Act, CONSOB Regulation No.
20307 of 15 February 2018, as amended from time to time, and Legislative
Decree No. 385 of 1 September 1993, as amended) and in compliance with
applicable laws and regulations or with requirements imposed by CONSOB
or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection
with the Securities or the Tender Offers.
Distribution:
Nasdaq Helsinki
London Stock Exchange
The principal media
Financial Supervisory Authority
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(END) Dow Jones Newswires
11-23-20 0750ET