January 25, 2010
DISCLAIMER – IMPORTANT
THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY NR NORDIC & RUSSIA PROPERTIES LIMITED IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE MATERIALS CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
Please read this notice carefully - it applies to all persons who view this webpage or the materials set out on this webpage. 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.
For regulatory reasons, persons seeking to access the materials on this webpage are required to be made aware of potential restrictions on their access to the information contained herein.
Overseas Persons
Viewing the materials contained herein may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to access such materials. Any person resident outside the United Kingdom or the Netherlands who wishes to access these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
The offer (the "Offer") by Holowent Limited ("Holowent") to acquire all of the issued and to be issued share capital of NR Nordic & Russia Properties Limited ("NR Nordic") is not being, and will not be, made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet, email or other forms of electronic communication) of interstate or foreign commerce of, or by any facility of, a national, state or other securities exchange of the United States, Canada, Australia, Japan or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction and, subject to certain exceptions, the Offer cannot be accepted and will not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of any materials contained on this webpage related to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from, the United States, Canada, Australia, Japan or any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward, distribute or send them in, into or from any such jurisdiction as to do so may invalidate any purported acceptance of the Offer.
The availability of the Offer to overseas shareholders of NR Nordic may be affected by the laws of the jurisdiction in which they are resident. Persons who are not resident in the United Kingdom or the Netherlands should inform themselves about, and observe, any applicable legal or regulatory requirements of those jurisdictions. If you are an overseas shareholders of NR Nordic and you are in any doubt about your position, you should consult your professional adviser in the relevant jurisdiction.
If you are not permitted to view the materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage and seek appropriate advice.
Basis of access
Access to these materials is being made available on this webpage by NR Nordic in good faith and for information purposes only. Any person seeking access to the materials on this webpage will be deemed to have represented and warranted to NR Nordic and to Holowent that: they are doing so for information purposes only; they are not located the United States, Canada, Australia, Japan or any other jurisdiction where the release, publication or distribution of these materials would be unlawful; they have read and understood this disclaimer and agree to be bound by its terms; and they are permitted under applicable law and regulation to access electronic versions of these materials and receive information of the kind contained in this webpage.
THE INFORMATION RELATING TO THE OFFER THAT IS CONTAINED ON THIS WEBPAGE MAY NOT BE DOWNLOADED BY ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
Forward-looking statements
This materials on this webpage may contain statements about NR Nordic, the Offer and Holowent that are or may be forward-looking statements. All statements other than statements of historical facts included in the materials on this webpage may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words ‘targets’, ‘plans’, ‘believes’, ‘expects’, ‘aims’, ‘intends’, ‘will’, ‘may’, ‘anticipates’, ‘estimates’, ‘projects’, or words or terms of similar substance or the negative thereof identify forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of NR Nordic's and Holowent’s operations.
These forward-looking statements are not guarantees of future performance. They have not been reviewed by the auditors of NR Nordic or Holowent. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date they were made. All subsequent oral or written forward-looking statements attributable to NR Nordic or Holowent or any of their members or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements included in the materials on this webpage are based on information available to the relevant parties on the date hereof. Investors should not place undue reliance on such forward-looking statements, and neither NR Nordic or Holowent nor their respective directors undertakes any obligation in respect of, and do not intend to update or revise any forward-looking statements except as required by the City Code, the Dutch Takeover Decree or pursuant to applicable law.
General
Subject to any continuing obligations under the City Code on Takeovers and Mergers, the Dutch Decree on public offer Wft (Besluit openbare biedingen Wft), or pursuant to applicable law or regulation, NR Nordic expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offer on this webpage, any updates or revisions to any of the statements included in these materials, or to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
Lazard, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Holowent as financial adviser within the meaning of the Rules of the Financial Services Authority and for no one else in connection with the Offer. Lazard is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Holowent for providing the protections afforded to clients of Lazard, or for giving advice to any other person in relation to the Offer, the contents of the materials on this webpage, or any other matter referred to herein.
Numis, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for NR Nordic as financial adviser within the meaning of the Rules of the Financial Services Authority and for no one else in connection with the Offer. Numis is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than NR Nordic for providing the protections afforded to clients of Numis, or for giving advice to any other person in relation to the Offer, the contents of the materials on this webpage, or any other matter referred to herein.
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