Mandatory offer of BANASINO INVESTMENTS S.à r.l. to the shareholders of SURTECO GROUP SE
Disclaimer – Legal Notices
You have entered the website which BANASINO INVESTMENTS S.à r.l. has designated for the publication of documents and information in connection with the mandatory offer to the shareholders of SURTECO GROUP SE.
Shareholders of SURTECO GROUP SE are kindly requested to read and acknowledge the following legal notices on this page before going on to the pages containing documents and notifications in connection with the mandatory offer.
Important Legal Information
On 4 October 2024, BANASINO INVESTMENTS S.à r.l. (the "Bidder") published its acquisition of control over SURTECO GROUP SE and its obligation to launch a mandatory offer to the shareholders of SURTECO GROUP SE ("SURTECO Shareholders") (the "Mandatory Offer").
On the following pages you will find the publication regarding the acquisition of control by the Bidder over SURTECO GROUP SE and its obligation to launch a mandatory offer to the SURTECO Shareholders pursuant to Section 35 para. 1 sentence 1 in conjunction with Section 10 para. 3 sentences 1 and 2 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG") dated 4 October 2024. This website will also contain the offer document as well as other information regarding the Mandatory Offer, once the publication of the offer document has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin). All information contained and documents made available on this website are for information purposes only and in order to comply with the provisions of the WpÜG, the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung) and other applicable laws in connection with the Mandatory Offer. The Mandatory Offer will relate to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Mandatory Offer will not be submitted to the review or registration procedures of any regulator outside of Germany and has not been approved or recommended by any regulator.
SURTECO Shareholders resident in the United States of America ("United States") should note that the Mandatory Offer will be made in respect of securities of a company which is a foreign private issuer as defined by Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the shares of which are not registered under Section 12 of the Exchange Act. The Mandatory Offer will be made with respect to United States holders of SURTECO GROUP SE shares in reliance on an exemption from certain substantive and procedural Exchange Act rules governing mandatory offers which exempts the bidder from compliance with such rules by complying with home jurisdiction law or practice. As a result, the Mandatory Offer is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, which are different from those of the United States. To the extent that the Mandatory Offer is subject to the United States securities laws, such laws only apply with respect to United States holders of SURTECO GROUP SE shares and no other person has any claims under such laws.
If you are resident in a country outside of Germany, it may be difficult for you to enforce rights and claims arising outside of the laws of your country of residency, since SURTECO GROUP SE is incorporated in Germany and some or all of its officers and directors may be residents of a country other than your country of residency. You may not be able to sue, in a court in your country of residency, a foreign company or its officers or directors for violations of the laws of your country of residency. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a judgment of a court in your country of residency.
The publication, dispatch, distribution or dissemination of the offer document or other documents related to the Mandatory Offer 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 related to the Mandatory Offer may not be dispatched to or disseminated, distributed or published by third parties in countries in which this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the offer document by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States. Therefore, custodian investment service providers may not publish, dispatch, distribute, or disseminate 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 unless in compliance with all applicable domestic and foreign statutory provisions.
An offer to acquire SURTECO GROUP SE shares will be made solely pursuant to the terms and conditions of the Mandatory Offer. Further, the information and documents made available on this website do not constitute an invitation to make an offer to sell shares in SURTECO GROUP SE or to acquire shares in SURTECO GROUP SE and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The final terms of the Mandatory Offer may differ from the basic information described on the following pages. The Bidder reserves the right to amend the terms and conditions of the Mandatory Offer to the extent permitted by law.
I hereby confirm that I have read the above legal notices and information.