03 July 2014
Disclaimer – Legal Notices
You have entered the website which Atlas Mara Beteiligungs AG, a wholly owned subsidiary of Atlas Mara Co-Nvest Limited, has designated for the publication of documents and information in connection with the voluntary public offer by way of an exchange offer to acquire all shares of ADC African Development Corporation AG.
Shareholders of ADC African Development Corporation AG are kindly requested to read and acknowledge the following legal notice on this page before going onto the pages containing information about the voluntary public offer.
Important Legal Information
On 31 March 2014, Atlas Mara Co-Nvest Limited announced its intention to make a voluntary public offer to the shareholders of ADC African Development Corporation AG, directly or through a subsidiary, to acquire all shares in ADC African Development Corporation AG by way of a voluntary public offer (the "Offer").
On the following pages you will find the offer document published by Atlas Mara Beteiligungs AG, a subsidiary of Atlas Mara Co-Nvest Limited, the publication of the intention to make a voluntary public offer as well as further press releases related to the Offer.
The Offer will be made and will be implemented solely in accordance with the laws of the Federal Republic of Germany. The Offer is not subject to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, the "Takeover Act") or the Regulation on the Content of the Offer Document, the Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to publish and to make a Tender Offer (Verordnung über den Inhalt der Angebotsunterlage, die Gegenleistung bei Übernahmeangeboten und Pflichtangeboten und die Befreiung von der Verpflichtung zur Veröffentlichung und zur Abgabe eines Angebots – WpÜG-Angebotsverordnung, the "Takeover Offer Regulation"). Accordingly, the Offer and the publication of this Offer Document neither require approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") nor have they been reviewed or approved by BaFin. Shareholders of ADC African Development Corporation Act will not receive the benefit of the protections provided by the Takeover Act or the Takeover Offer Regulation.
The Offer is executed exclusively under the laws of the Federal Republic of Germany. With the Offer, Atlas Mara Beteiligungs AG is not carrying out a public offer according to any laws (particularly those of the United States) other than in accordance with the applicable laws of the Federal Republic of Germany. Thus, no announcements, registrations, admissions or approvals of the offer document and/or the Offer outside the Federal Republic of Germany will be filed, arranged for or granted. Therefore, the shareholders of ADC African Development Corporation AG cannot rely on having recourse to foreign legal provisions for the protection of investors. Any contract that is concluded with the Atlas Mara Beteiligungs AG through the acceptance of the Offer is governed exclusively by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.
Shareholders of ADC African Development Corporation AG whose place of residence, seat or place of habitual abode is in the United States ("U.S. Persons") are excluded from the Offer. The Offer can therefore not be accepted by these shareholders. This does not apply to qualified institutional buyers (as defined in Section (a) (1) of Rule 144A under the U.S. Securities Act of 1933 (17 CFR 230.144A)).
With the exception of the U.S. institutional buyers, the Offer may not be accepted by shareholders of ADC African Development Corporation AG whose place of residence, seat or place of habitual abode is in the United States. The new ordinary shares of Atlas Mara Co-Nvest Limites issued as consideration for the shares of ADC African Development Corporation AG (the "New Ordinary Shares") have not been registered under the U.S. Securities Act and such registration is not planned now or in the future. The New Ordinary Shares may not be offered for sale or exchange or sold or exchanged in the United States unless the transaction is registered under the U.S. Securities Act or is done in reliance upon an exempt therefrom. There will be no public offer in the United States. The Offer is being made in the United States in reliance on an exemption from the registration requirements of the U.S. Securities Act of 1933. U.S. Persons who are not qualified institutional buyers should consult their own legal advisors to determine if an applicable exemption exists for them to participate in the Offer.
The announcements made on this website do not constitute an invitation to make an offer to sell shares in ADC African Development Corporation AG, in Atlas Mara Co-Nvest Limited or in Atlas Mara Beteiligungs AG. With the exception of the offer document, announcements made on this website also do not constitute an offer to purchase shares in ADC African Development Corporation AG.
If any announcements or information on this website includes statements that are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will", "should" or, in each case, their negative or other variations or comparable terminology. 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. Forward-looking statements are not guarantees of future performance. Atlas Mara Co-Nvest's, Atlas Mara Beteiligungs AG's or ADC African Development Corporation AG's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies may differ materially from the forward-looking statements contained in this offer document and any documents incorporated by reference herein.