Validation of Access Rights
Important information
Due to legal restrictions, the information on this part of the website is not directed to, or accessible for, certain persons. We therefore kindly ask you to review the following information and provide
the following confirmation each time you wish to be granted access to this part of the website.
The information on this part of the website pertains to the Offer, which is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required
under Swedish law (including the Takeover rules for certain trading platforms).
The distribution of the information on this website and any related Offer documentation in certain jurisdictions may be restricted or affected by the laws of such jurisdiction. Accordingly, the information on this part of the website may not be forwarded, distributed, reproduced or made available in or into any country in which the Offer would require that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law or where it would be in conflict with any law or regulation in such country, including Australia, Canada, Hong Kong, Japan, New Zealand and South Africa, and does not constitute an offer or solicitation to acquire, sell, subscribe or
exchange securities, to persons in Australia, Canada, Hong Kong, Japan, New Zealand and South Africa.
The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Accordingly, the Offer and any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed
or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
The Offer is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa must not forward the Offer or any other document received in connection with the Offer to such persons. Any failure by such persons to inform themselves and observe applicable restrictions or requirements may constitute a violation of the securities laws of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. To the fullest extent permitted by applicable law, Latour Industries disclaims any responsibility or liability for the violations of any such restrictions by any person. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded. No consideration under the Offer will be delivered in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. The Offer shall be governed by and construed in accordance with Swedish substantive law. The courts of Sweden shall have exclusive jurisdiction over any dispute arising
out of or in connection with the Offer and the Stockholm District Court shall be the court of first instance.
The tender offer and the information and documents contained on this website are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, the information and documents contained on this website are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information and documents contained on this website is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate;
or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Special notice to shareholders in the United States
The Offer will be made for the issued and outstanding shares of Imperium, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Offer is made in the United States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934,
as amended (the "U.S. Exchange Act") and Regulation 14E thereunder, to the extent applicable, and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. Holders of the shares of
Imperium domiciled in the United States (the "U.S. Holders") are encouraged to
consult with their own advisors regarding the Offer.
Imperium's financial statements and all financial information included on this website, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of Imperium to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S.
Holders on a basis comparable to the method pursuant to which such documents are provided to Imperium's other shareholders.
The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws,
and applicable exemptions thereunder. To the extent the Offer is subject to U.S. securities laws, those laws only apply
to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider
that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.
It may be difficult for Imperium's shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Imperium and Latour Industries are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Imperium's shareholders may not be able to sue Imperium or Latour Industries or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Imperium or Latour Industries and/or their respective affiliates to subject
themselves to the jurisdiction or judgment of a U.S. court.
To the extent permissible under applicable law or regulations, Latour Industries and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Latour Industries or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Imperium outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisor to Latour Industries may also engage in ordinary course trading activities in securities of Imperium, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent,
such announcement is required under applicable Swedish or U.S. law, rules or regulations.
The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Latour Industries nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their
behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Offer, passed any comments upon the merits or fairness of the Offer, passed any comment upon the adequacy or completeness of the offer document or passed any comment on whether the content in the offer document is correct or complete.
Any representation to the contrary is a criminal offence in the United States.
As a result of the restrictions set out above, this part of the website may not be accessed by persons who are resident
or physically located in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
The above notice is required by the securities laws of Australia, Canada, Hong Kong, Japan, New Zealand and South Africa. Please confirm that you have read it and accept its terms.
