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ACCESS TO THE MATERIALS CONTAINED IN THIS SECTION OF THE WEBSITE (THE "MICROSITE") MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT OR LOCATED IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THE WEBSITE. IF YOU ARE UNABLE, OR HAVE ANY DOUBT AS TO WHETHER YOU ARE ABLE TO PROVIDE THE NECESSARY CONFIRMATION YOU SHOULD PRESS 'DECLINE' AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE MERGER (AS DEFINED BELOW).
THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION, WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH ATRIUM REGARDS AS UNDULY ONEROUS OR MAY RESULT IN A SIGNIFICANT RISK OF CIVIL, REGULATORY OR CRIMINAL EXPOSURE IF INFORMATION CONCERNING THE ACQUISITION IS SENT OR MADE AVAILABLE TO PERSONS IN THAT JURISDICTION (A "RESTRICTED JURISDICTION") AND UNLESS OTHERWISE DETERMINED BY ATRIUM AND PERMITTED BY APPLICABLE LAW AND REGULATION, IT IS NOT INTENDED THAT THESE MATERIALS BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.
The information contained on this Microsite does not constitute or form part of any offer or invitation, or solicitation of any offer or invitation, to sell or otherwise dispose of, purchase, otherwise acquire or subscribe for any securities pursuant to the Merger or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful.
Electronic versions of the materials you are seeking to access are being made available on this microsite by Atrium in good faith, for information purposes only and subject to the terms and conditions set out below.
The information contained on this Microsite is in respect of the recommended cash acquisition of the entire issued and to be issued ordinary share capital of Atrium that is not already owned directly or indirectly by Gazit or its affiliates to be implemented by means of a statutory merger under Part 18B of the Companies (Jersey) Law 1991, as amended between Atrium and Gazit Hercules 2020 Limited (“Newco”) (an indirect wholly-owned subsidiary of Gazit-Globe Limited) (the “Merger”). The information contained in this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Atrium. The full terms and conditions of the Merger will be set out in the formal shareholder circular. In deciding whether or not to vote in favour of the Merger, shareholders of Atrium should rely only on the information contained and procedures described in the formal shareholder circular.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither Atrium nor any of its affiliated companies has, or accepts, responsibility or duty to update any such information, document or announcement. Atrium reserves the right to add to, remove or amend any information reproduced on this Microsite at any time. In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by the directors of Atrium ("Responsible Persons") is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise. None of the Responsible Persons, Atrium or any of its affiliated companies have reviewed, and none of them is or shall be responsible for or accepts any liability in respect of any information contained on any other website that may be linked to this Microsite by a third party. If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an appropriately authorised independent financial adviser.
The information contained in the Microsite is not being, and must not be released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into a Restricted Jurisdiction, and the availability of such information (and any related offer) to shareholders who are resident in, or citizens or nationals of, jurisdictions outside of the Netherlands, Austria, the United Kingdom or Jersey, or to agents, nominees, custodians or trustees for such persons, may be restricted by the laws of the relevant jurisdictions. Persons receiving such documents (including custodians, nominees and trustees) should observe these restrictions and must not distribute or send them in, into or from a Restricted Jurisdiction. Failure to observe such restrictions and/or requirements may constitute a violation of the securities laws of any such jurisdiction. Viewing the materials you seek to access may be unlawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. If they are not resident in, or a citizen or national of, a Restricted Jurisdiction, any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction. If you are not permitted to view materials on this Microsite please exit this Microsite. Should you be in any doubt about whether you are permitted to view materials on this Microsite, you should not access the Microsite and you should take legal advice. To the fullest extent permitted by applicable law, neither Atrium nor its advisers accepts responsibility for any violation by any person of these restrictions and disclaim any responsibility or liability for the violations of any such restrictions by any person. If you are not permitted to view the information contained in this Microsite, or viewing such information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to view such information, please exit this web page or click the “decline” button below and seek independent advice. Neither Atrium nor any of their respective advisers, assumes any responsibility for any violation by any person of any of these restrictions.
The Acquisition relates to the shares of a Jersey company and it is proposed to be made by means of a statutory merger under the laws of Jersey. The Merger will relate to the shares of a Jersey company that is a “foreign private issuer” as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a statutory merger under Jersey law is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Moreover, the Merger will be subject to the disclosure requirements and practices applicable in Jersey to statutory mergers, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in (or incorporated by reference into) the relevant documentation has been prepared in accordance with accounting standards applicable in Jersey and may not be comparable to the financial statements of US companies. Neither the SEC nor any US state securities commission has approved or disapproved any offer, or passed comment upon the adequacy or accuracy of the documents contained in this Microsite. Any representation to the contrary is a criminal offence in the United States. It may be difficult for US Holders of Atrium Shares to enforce their rights and any claim arising out of the US federal securities laws, since Atrium and Newco are each located in a non-US jurisdiction, and some or all of their officers and directors are residents of non-US jurisdictions. US Holders of Atrium Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment. The settlement procedure with respect to the Merger will be consistent with Jersey practice, which differs from US domestic tender offer procedures in certain material respects. The receipt of cash pursuant to the Merger by a US Holder of Atrium Shares as consideration pursuant to the terms of the Merger will be a taxable transaction for US federal income tax purposes and under applicable US state and local tax laws. Each Atrium Shareholder is urged to consult his or her own professional advisers immediately regarding the legal and tax consequences of the Merger applicable to him or her.
This Microsite may contain statements that are, or may be deemed to be, “forward-looking statements”. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Newco, Gazit and/or Atrium about future events, and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These forward-looking statements may include statements relating to the expected effects of the Merger on Newco, Gazit and Atrium, the expected timing and scope of the Merger and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects” or “does not expect”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Although Newco, Gazit and Atrium believe that the expectations reflected in such forward-looking statements are reasonable, Newco, Gazit and Atrium can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite approvals and the satisfaction of other Conditions on the proposed terms and schedule; future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Newco, Gazit and Atrium operate; weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations; the degree of competition in the geographic and business areas in which Newco, Gazit and Atrium operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Newco, Gazit nor Atrium, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur. You are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Newco, Gazit nor Atrium is under any obligation, and Newco, Gazit and Atrium expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This notice shall be governed by and interpreted in accordance with Jersey law.
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