FRANKFURT, Germany, August 10, 2013 /PRNewswire/ --
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES OR POSSESSIONS, TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT. THE INVITATION IS SUBJECT TO RESTRICTIONS IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES, THE UNITED KINGDOM, THE REPUBLIC OF ITALY, BELGIUM, FRANCE, GERMANY, AND THE HELLENIC REPUBLIC) AS MORE FULLY DESCRIBED IN THE TENDER OFFER MEMORANDUM.
Further to its Tender Offer Memorandum as amended (the "Tender Offer Memorandum"), Japonica Partners & Co. ("Japonica") today confirmed, by way of clarification, that its indirect wholly-owned subsidiary, Yerusalem Hesed, Ltd. (the "Acquirer"), is not required to provide data to information services regarding amounts or prices of Designated Securities purchased whether pursuant to the Invitation or in secondary market transactions and, therefore, such data may not be available through such services.
Disclaimer: This announcement must be read in conjunction with the Tender Offer Memorandum, as amended in accordance with subsequent announcements. Capitalized terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Invitation. If any holder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Designated Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Designated Securities pursuant to the Invitation.
The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come are required by each of the Acquirer and the Information and Tabulation Agent to inform themselves about, and to observe, any such restrictions.
Neither this announcement nor the Tender Offer Memorandum constitute an offer to buy or the solicitation of an offer to sell Designated Securities (and tenders of Designated Securities for purchase pursuant to the Invitation will not be accepted from holders) in any circumstances in which such offer or solicitation is unlawful.
Holders should carefully review the restrictions and limitations applicable in certain jurisdictions and the manner in which the Tender Offer Memorandum and any other offering material or advertisement in connection with the Invitation will be made available in such jurisdictions, as summarized below. The Invitation is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of the United States; and, the Designated Securities may not be tendered in the Invitation by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or to U.S. persons as defined in Regulation S under the U.S. Securities Act of 1933, as amended (each a "U.S. Person"). Accordingly, copies of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Invitation 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 U.S. Person or any persons located or resident in the United States. Any purported tender of Designated Securities in the Invitation resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Designated Securities made by a person located 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. The Invitation is not available to investors located in Italy that do not qualify as qualified investors (investitori qualificati), as defined pursuant to Article 100 of the Financial Services Act and Article 34-ter, paragraph 1, letter b) of the Issuer's Regulation ( "Not Eligible Investors"); Not Eligible Investors may not tender the Designated Securities in the Invitation and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Invitation may be distributed or made available to Not Eligible Investors as part of the Invitation. The Invitation may not be advertised and the Invitation will not be extended, and none of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Invitation (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended from time to time), acting on their own account. The Invitation is not being made, directly or indirectly, to the public in the Republic of France. The Invitation is not directed to investors located in Germany that do not qualify as professional investors (professionelle Anleger). This announcement, the Tender Offer Memorandum and any other documents or materials relating to the Invitation (together, the "Relevant Materials") must not be distributed or communicated to the general public in the United Kingdom. The Relevant Materials may only be distributed or communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply. Accordingly, the Relevant Materials are only for circulation to persons inside the United Kingdom who fall within Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or falling within the definition of investment professionals (as defined in Article 19(5)) of the Order. The Invitation is not being made, directly or indirectly, to the public in the Hellenic Republic ("Greece") and no person who is a Greek national of or resident or otherwise located in Greece may participate in the Invitation, unless such person is a "qualified investor" (eidikos ependytis), as defined in article 2 of Greek Law 3401/2005 (which implemented the E.U. Directive 2003/71/EC, each as amended) acting on his/her/its own account or on the account of his/her/its clients who are themselves qualified investors.
The Invitation has not been authorized by, and the Acquirer is not otherwise connected to, the Hellenic Republic.
The International Media Contact is: CNC, Xander Heijnen, +49 89 59 94 58 127, xander.heijnen[@]cnc-communications.com. The Information and Tabulation Agent is: Bondholder Communications Group LLC, Jenna Perry,+ 44 207 382 4580, jperry[@]bondcom.com.
