Restricted page
DISCLAIMER – IMPORTANT
You wish to access a web page dedicated to documents and information relating to the potential voluntary and conditional public exchange offer by Aedifica (the “Bidder”) for all the shares of Cofinimmo (“Cofinimmo”), pursuant to the Belgian Law of 1 April 2007 on public takeover bids and the Belgian Royal Decree of 27 April 2007 on public takeover bids (the “Bid”).
To allow you to view information on this part of this website, you must read this notice and then click “I CONFIRM”. If you are unable to agree you must click “I DO NOT CONFIRM”.
Viewing the materials you are seeking to access may not be lawful in certain jurisdictions. Any persons who wish 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. If you have any doubt as to whether you are in compliance with applicable restrictions, you must not access any page on this website.
The documents and information relating to the Bid (including, notably, the prospectus prepared by the Bidder and the annexes thereto, including the acceptance forms) (the “Bid Documentation”) are for informational purposes only and do not constitute or form a part of an offer or solicitation to acquire, purchase, subscribe for, sell or exchange any securities in the United States, Australia, Hong Kong, Canada, Japan, New-Zealand, South Africa, Switzerland and, subject to certain exceptions, the United Kingdom, or any other state or jurisdiction where to do so would constitute a violation of the laws of that jurisdiction or would require additional documents to be completed or registered, or require any measure to be undertaken in addition to the requirements under Belgian law.
The Bid is made exclusively to Cofinimmo shareholders resident in, and located in, Belgium or any other member state of the European Economic Area and, subject to certain restrictions, the United Kingdom (the “Non Restricted Jurisdictions”). The Bid has not been registered or approved outside of Belgium, or any other member state of the European Economic Area. No action will be taken to register it or have it approved in another jurisdiction or to otherwise allow for a public takeover bid in another jurisdiction. The Bid will not be available to persons outside of the Non-Restricted Jurisdictions.
The Bid is not being made in or into the United States, Australia, Hong Kong, Canada, Japan, New-Zealand, South Africa, Switzerland and subject to certain exceptions, the United Kingdom. Accordingly, viewing this area of the website is not permitted if you are present or resident in the United States, Australia, Hong Kong, Canada, Japan, New-Zealand, South Africa, Switzerland and subject to certain exceptions, the United Kingdom, and copies of the material contained herein must not be sent, mailed or otherwise transmitted in, into or from the United States, Australia, Hong Kong, Canada, Japan, New-Zealand, South Africa, Switzerland and subject to certain exceptions, the United Kingdom. Any securities to be offered in connection with the Bid have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States, and may not be offered, sold or delivered or distributed, directly or indirectly, in or into the United States without registration, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state and other securities laws of the United States. There will be no public offering of securities in the United States.
The Bid will be made solely by means of an offer document or prospectus which would contain the full terms and conditions of the Bid, including details of how it may be accepted. Any decision made in relation to the Bid should be made solely and only on the basis of the information provided in any such offer document or prospectus.
Subject to certain exceptions, the information contained in the Bid Documentation is not to be published, released, broadcasted, disseminated or distributed, directly or indirectly, in countries other than the Non-Restricted Jurisdictions, nor to be made available to residents of such countries, and you should not forward, distribute or send any materials on this area of the website in or into any such jurisdiction. Participation in the Bid and the distribution of the Bid Documentation as well as of any information relating to the Bid may be subject to particular restrictions applicable in accordance with laws in effect outside Belgium, including, notably, registration, qualification or other requirements. The Bidder will not satisfy any such restrictions, whether directly or indirectly, and the Bidder reserves the right to reject the acceptance of the Bid by any person in any way in a country in which the Bid would be subject to such restrictions. Accordingly, without prejudice to the foregoing restrictions regarding the United States, Australia, Hong Kong, Canada, Japan, New-Zealand, South Africa, Switzerland and subject to certain exceptions, the United Kingdom, persons in possession of the Bid Documentation and any information relating to the Bid are required to obtain information on any applicable local restrictions and to comply therewith. Failure to comply with these restrictions could constitute a violation of applicable securities and/or stock market laws and regulations in one of these countries. The Bidder, its affiliates and its advisors disclaim, to the fullest extent permitted under applicable law, any liability for any violation, by any person, of any such local rules and restrictions.
The Bid will be made for all of the issued and outstanding shares of Cofinimmo, which is a public regulated real estate company in the form of a public limited liability company under Belgian law, and will be subject to Belgian disclosure and procedural requirements. The Bid will also be made in compliance with the applicable United States tender offer rules under the US Securities Exchange Act of 1934, as amended, and otherwise in accordance with the requirements of Belgian law. Accordingly, the Bid will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the proposed timetable, settlement procedures and timing of payments that are different from those applicable under United States domestic tender offer law and practice. The financial information included Bid Documentation has been prepared in accordance with applicable accounting standards in Belgium, and will not have been prepared in accordance with US GAAP, or derived therefrom, and may therefore differ from, and not be comparable with, financial information of US companies.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Bid, passed upon the merits or fairness of the Bid, or determined if the Bid Documentation is accurate or complete.
The Bid, if consummated, may have consequences under US federal income tax and applicable US state and local, as well as non-US, tax laws for Cofinimmo shareholders. Each Cofinimmo shareholder is urged to consult his or her independent professional adviser regarding the tax consequences of the Bid.
It may not be possible for Cofinimmo shareholders in the United States to effect service of process within the United States upon the Bidder, Cofinimmo, or their respective officers or directors, some or all of which may reside outside the United States, or to enforce against any of them judgments of the United States courts predicated upon the civil liability provisions of the federal securities laws of the United States or other US law. It may not be possible to bring an action against the Bidder, Cofinimmo, or their respective officers or directors (as applicable), in a non-US court for violations of US law, including the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement. In addition, it may be difficult to enforce in Belgium original actions, or actions for the enforcement of judgments of US courts, based on the civil liability provisions of the US federal securities laws.
Any acceptance of the Bid that results or could be assumed as resulting from a violation of the foregoing restrictions shall be deemed void.
The Bid is being made only through the Bid Documentation. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE BID DOCUMENTATION AS IT CONTAINS IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE BID.
By clicking “I confirm” below, you represent, warrant and agree that:
- You are not resident or physically present in a country other than a Non-Restricted Jurisdiction, nor are you using any means or instrument of communication involving a country other than a Non-Restricted Jurisdiction to access this website;
- You are a resident of a Non-Restricted Jurisdiction, in which you are legally entitled to access information and documents relating to the Bid without any formality or publicity being required on the part of the Bidder;
- If you are a resident or physically present in the United Kingdom, you agree and acknowledge that any investment decision shall be made solely on the basis of the UK exemption document prepared and made available by the Bidder in accordance with the requirements of the UK Prospectus Regulation, and not on the basis of the prospectus or the Belgian exemption document made available by the Bidder pursuant to Belgian and EU law;
- You are a holder of legal and/or beneficial title to shares in Cofinimmo;
- You undertake not to transfer, transmit or distribute, either in whole or in part, the documents and information relating to the Bid which you access on the website into a country other than a Non-Restricted Jurisdiction or otherwise to any other persons; and
- You intend to access these documents for informational purposes only, you have read and understood this disclaimer, and you agree to be bound by each of the terms of this disclaimer.
Restricted page
DISCLAIMER – IMPORTANT
You wish to access a web page dedicated to documents and information relating to the potential voluntary and conditional public exchange offer by Aedifica (the “Bidder”) for all the shares of Cofinimmo (“Cofinimmo”), pursuant to the Belgian Law of 1 April 2007 on public takeover bids and the Belgian Royal Decree of 27 April 2007 on public takeover bids (the “Bid”).
To allow you to view information on this part of this website, you must read this notice and then click “I CONFIRM”. If you are unable to agree you must click “I DO NOT CONFIRM”.
Viewing the materials you are seeking to access may not be lawful in certain jurisdictions. Any persons who wish 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. If you have any doubt as to whether you are in compliance with applicable restrictions, you must not access any page on this website.
The documents and information relating to the Bid (including, notably, the prospectus prepared by the Bidder and the annexes thereto, including the acceptance forms) (the “Bid Documentation”) are for informational purposes only and do not constitute or form a part of an offer or solicitation to acquire, purchase, subscribe for, sell or exchange any securities in the United States, Australia, Hong Kong, Canada, Japan, New-Zealand, South Africa, Switzerland and, subject to certain exceptions, the United Kingdom, or any other state or jurisdiction where to do so would constitute a violation of the laws of that jurisdiction or would require additional documents to be completed or registered, or require any measure to be undertaken in addition to the requirements under Belgian law.
The Bid is made exclusively to Cofinimmo shareholders resident in, and located in, Belgium or any other member state of the European Economic Area and, subject to certain restrictions, the United Kingdom (the “Non Restricted Jurisdictions”). The Bid has not been registered or approved outside of Belgium, or any other member state of the European Economic Area. No action will be taken to register it or have it approved in another jurisdiction or to otherwise allow for a public takeover bid in another jurisdiction. The Bid will not be available to persons outside of the Non-Restricted Jurisdictions.
The Bid is not being made in or into the United States, Australia, Hong Kong, Canada, Japan, New-Zealand, South Africa, Switzerland and subject to certain exceptions, the United Kingdom. Accordingly, viewing this area of the website is not permitted if you are present or resident in the United States, Australia, Hong Kong, Canada, Japan, New-Zealand, South Africa, Switzerland and subject to certain exceptions, the United Kingdom, and copies of the material contained herein must not be sent, mailed or otherwise transmitted in, into or from the United States, Australia, Hong Kong, Canada, Japan, New-Zealand, South Africa, Switzerland and subject to certain exceptions, the United Kingdom. Any securities to be offered in connection with the Bid have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States, and may not be offered, sold or delivered or distributed, directly or indirectly, in or into the United States without registration, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state and other securities laws of the United States. There will be no public offering of securities in the United States.
The Bid will be made solely by means of an offer document or prospectus which would contain the full terms and conditions of the Bid, including details of how it may be accepted. Any decision made in relation to the Bid should be made solely and only on the basis of the information provided in any such offer document or prospectus.
Subject to certain exceptions, the information contained in the Bid Documentation is not to be published, released, broadcasted, disseminated or distributed, directly or indirectly, in countries other than the Non-Restricted Jurisdictions, nor to be made available to residents of such countries, and you should not forward, distribute or send any materials on this area of the website in or into any such jurisdiction. Participation in the Bid and the distribution of the Bid Documentation as well as of any information relating to the Bid may be subject to particular restrictions applicable in accordance with laws in effect outside Belgium, including, notably, registration, qualification or other requirements. The Bidder will not satisfy any such restrictions, whether directly or indirectly, and the Bidder reserves the right to reject the acceptance of the Bid by any person in any way in a country in which the Bid would be subject to such restrictions. Accordingly, without prejudice to the foregoing restrictions regarding the United States, Australia, Hong Kong, Canada, Japan, New-Zealand, South Africa, Switzerland and subject to certain exceptions, the United Kingdom, persons in possession of the Bid Documentation and any information relating to the Bid are required to obtain information on any applicable local restrictions and to comply therewith. Failure to comply with these restrictions could constitute a violation of applicable securities and/or stock market laws and regulations in one of these countries. The Bidder, its affiliates and its advisors disclaim, to the fullest extent permitted under applicable law, any liability for any violation, by any person, of any such local rules and restrictions.
The Bid will be made for all of the issued and outstanding shares of Cofinimmo, which is a public regulated real estate company in the form of a public limited liability company under Belgian law, and will be subject to Belgian disclosure and procedural requirements. The Bid will also be made in compliance with the applicable United States tender offer rules under the US Securities Exchange Act of 1934, as amended, and otherwise in accordance with the requirements of Belgian law. Accordingly, the Bid will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the proposed timetable, settlement procedures and timing of payments that are different from those applicable under United States domestic tender offer law and practice. The financial information included Bid Documentation has been prepared in accordance with applicable accounting standards in Belgium, and will not have been prepared in accordance with US GAAP, or derived therefrom, and may therefore differ from, and not be comparable with, financial information of US companies.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Bid, passed upon the merits or fairness of the Bid, or determined if the Bid Documentation is accurate or complete.
The Bid, if consummated, may have consequences under US federal income tax and applicable US state and local, as well as non-US, tax laws for Cofinimmo shareholders. Each Cofinimmo shareholder is urged to consult his or her independent professional adviser regarding the tax consequences of the Bid.
It may not be possible for Cofinimmo shareholders in the United States to effect service of process within the United States upon the Bidder, Cofinimmo, or their respective officers or directors, some or all of which may reside outside the United States, or to enforce against any of them judgments of the United States courts predicated upon the civil liability provisions of the federal securities laws of the United States or other US law. It may not be possible to bring an action against the Bidder, Cofinimmo, or their respective officers or directors (as applicable), in a non-US court for violations of US law, including the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement. In addition, it may be difficult to enforce in Belgium original actions, or actions for the enforcement of judgments of US courts, based on the civil liability provisions of the US federal securities laws.
Any acceptance of the Bid that results or could be assumed as resulting from a violation of the foregoing restrictions shall be deemed void.
The Bid is being made only through the Bid Documentation. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE BID DOCUMENTATION AS IT CONTAINS IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE BID.
By clicking “I confirm” below, you represent, warrant and agree that:
- You are not resident or physically present in a country other than a Non-Restricted Jurisdiction, nor are you using any means or instrument of communication involving a country other than a Non-Restricted Jurisdiction to access this website;
- You are a resident of a Non-Restricted Jurisdiction, in which you are legally entitled to access information and documents relating to the Bid without any formality or publicity being required on the part of the Bidder;
- If you are a resident or physically present in the United Kingdom, you agree and acknowledge that any investment decision shall be made solely on the basis of the UK exemption document prepared and made available by the Bidder in accordance with the requirements of the UK Prospectus Regulation, and not on the basis of the prospectus or the Belgian exemption document made available by the Bidder pursuant to Belgian and EU law;
- You are a holder of legal and/or beneficial title to shares in Cofinimmo;
- You undertake not to transfer, transmit or distribute, either in whole or in part, the documents and information relating to the Bid which you access on the website into a country other than a Non-Restricted Jurisdiction or otherwise to any other persons; and
- You intend to access these documents for informational purposes only, you have read and understood this disclaimer, and you agree to be bound by each of the terms of this disclaimer.
