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LEGAL NOTICE – IMPORTANT
Public takeover offer by FS DE Energy GmbH to the shareholders of MVV Energie AG
Access to the Takeover Offer
Please read this notice carefully.
You have entered the website which FS DE Energy GmbH (the "Bidder") has designated for the publication of documents and information in connection with the voluntary public takeover offer to acquire all shares of MVV Energie AG pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) (the "Takeover Offer").
Shareholders of MVV Energie AG are kindly requested to read and acknowledge the following legal notice on this page before going on to the pages containing information about the Takeover Offer.
Important Legal Information
On 2 April 2020, the Bidder has announced the decision to make a voluntary public takeover offer to the shareholders of MVV Energie AG (the "MVV Shareholders") to acquire all no-par value registered shares (nennwertlose Namensaktien) in MVV Energie AG (the "MVV Shares") by way of a voluntary public takeover offer.
The Takeover Offer published on this website is exclusively made on the basis of the terms set out in the offer document.
The Takeover Offer to the MVV Shareholders for the acquisition of all MVV Shares is implemented solely in accordance with German law, in particular the provisions of the WpÜG, and certain applicable securities law provisions of the United States of America (the "United States").
The legal provisions of the Federal Republic of Germany on the implementation of such a takeover offer differ significantly from the corresponding U.S. legal provisions. It may be difficult for shareholders whose place of residence, seat or place of habitual abode is in the United States (the "U.S. shareholders") to enforce their rights and claims under U.S. federal securities laws, since both MVV Energie AG and the Bidder have their seat outside the United States. U.S. shareholders may not be able to sue a company with its seat outside of the United States, nor its officers or directors who are resident outside the United States before a court outside the United States for violations of U.S. securities laws. Furthermore, it may be difficult to enforce the decisions of a U.S. court against a company having its seat outside the United States.
The Takeover Offer is not made pursuant to the provisions of any other legal system. Accordingly, no notifications, registrations, admissions or approvals of the Takeover Offer or of the offer document containing the Takeover Offer have been applied for or initiated by the Bidder or the persons acting jointly with the Bidder within the meaning of section 2 para. 5 sentence 1 and 3 WpÜG outside of the Federal Republic of Germany. The Bidder and the persons acting jointly with the Bidder therefore do not assume any responsibility for compliance with law other than the laws of the Federal Republic of Germany and the United States.
The publication, dispatch, distribution or dissemination of the offer document or other documents connected with the Takeover Offer, which are contained on this website, outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. The offer document and other documents connected with the Takeover Offer, which are contained on this website, may not be dispatched to, or disseminated, distributed or published in, countries where this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the offer document or other documents connected with the Takeover Offer, which are contained on this website, outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States. The ability of a shareholder of MVV Energie AG who is not located in or a citizen of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States to accept the Takeover Offer might be affected by the laws of the jurisdiction in which such shareholder is located or of which such shareholder is a citizen. MVV Shareholders who come into possession of the offer document outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States who wish to accept the Takeover Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States and/or who are subject to legal provisions other than those of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States are advised to inform themselves of the applicable legal provisions and to comply with them. The Bidder assumes no responsibility for acceptance of the Takeover Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States being permissible under the applicable legal provisions.
All information contained on, or accessible through, this website is for information purposes as well as the purpose of complying with the provisions of the WpÜG, the pertinent regulation (WpÜG-Angebotsverordnung) and other legal requirements applicable in relation to the Takeover Offer, including the corresponding U.S. legal provisions. The Bidder does not assume any obligation to keep the information and documents which are made available up to date unless required by applicable laws.
An offer to purchase MVV Shares is only made by publication of the offer document and is exclusively subject to its terms and conditions. Otherwise, the information contained on this website and the documents accessible through this website do not constitute an offer to the MVV Shareholders to purchase, or an invitation to make an offer to sell, MVV Shares, and do not contain, and are not for the purposes of the Bidder making any representations or entering into any other legal commitments. To the extent legally permissible, the Bidder reserves the right to change the terms and conditions of the Takeover Offer.
Announcements or information on, or accessible through, this website may contain statements about the Bidder, First State Investments International Limited and/or their affiliates (the “Bidder Group”) or or MVV Energie AG and/or its affiliates (the “MVV Group”) that may be “forward-looking statements”. Forward-looking statements include, without limitation, statements that typically contain words such as “anticipate”, “target”, “expect”, “be of the opinion”, “attempt”, “estimate”, “intend”, “plan”, “believe”, “aims”, “endeavour”, or other words of similar meaning. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Bidder cautions you that forward-looking statements are not guarantees of the occurrence of such future events or of future performance and that in particular the actual results of operations, financial condition and liquidity, the development of the industry in which Bidder Group and MVV Group operate and the outcome or impact of the acquisition and related matters on Bidder Group and/or MVV Group may differ materially from those made in or suggested by the forward-looking statements contained in announcements or information on, or accessible through, this website. These expectations or any forward-looking statements could prove to be incorrect, and outcomes usually cannot be influenced by the Bidder or the persons acting jointly therewith pursuant to section 2 para. 5 WpÜG. It should be kept in mind that actual events or consequences may differ materially from expectations.
I hereby confirm that I have read the preceding disclaimer and information.