- 1. Company Shares held by Mr. Marc Simoncini which are subject to a lock-up pursuant to the Tender Commitment described in paragraph 1.3 above;
- Company Shares allocated for free by the Company to certain employees and corporate officers which are definitively acquired by their respective beneficiaries but remain subject to a lock-up requirement as described below under Section 2.5 insofar as such Company Shares are not capable of being tendered in the Offer in application of articles L. 225-197-1 and following of the French Commercial Code (except in case of death or invalidity of the holder).
The distribution of this press release and the draft offer document, the Offer, acceptance of the Offer, as well as the delivery of Company Shares, may, in certain countries, be the subject of specific regulations or restrictions
The Offer is not subject to the prior approval of the transaction by any competition authorities in France or abroad.
The total fees incurred by the Offeror and its affiliates in connection with the Offer, including fees and other costs related to external financial and legal advisers and of any other experts and consultants, as well as communication costs, are estimated to be approximately 3 million euros (excluding tax).
In the event that 100% of the Company Shares targeted by the Offer, excluding those Company Shares that Mr. Marc Simoncini has agreed to retain pursuant to the Tender Commitment and the free Company Shares subject to a lock-up requirement expiring after the closing of the reopened offer, are sitios web de citas nudistas tendered in the Offer, the total cash consideration to be paid by the Offeror (excluding fees and related expenses) would amount to approximately 225 million euros.
No costs will be reimbursed and no fee will be paid by the Offeror to any intermediary whatsoever or to any person whomsoever soliciting Company shareholders to tender their Company Shares in the Offer.
The Offer is being made to holders of Company Shares located in France and outside of France, on condition that the applicable local regime permits their taking part in the Offer without requiring additional formalities from the Bidder.
The Offer has not been registered or approved outside France and no action will be taken to register or approve it abroad. The Company’s shareholders outside France can only participate in the Offer if permitted by the local laws to which they are subject.
Prior to the opening of the Offer, the AMF and NYSE Euronext will publish respectively an opening notice (avis d’ouverture) and a notice announcing the terms and the timetable of the Offer
Participation in the Offer and the distribution of this press release and the draft offer document may be subject to restrictions, applicable in accordance with laws in effect in relevant jurisdictions outside France (including any requirement to file a prospectus or take any steps in accordance with local securities rules). The Offer is not made to persons subject to such restrictions, whether directly or indirectly, and cannot be accepted in any way in a country in which the Offer would be subject to such restrictions.
Accordingly, the persons in possession of this press release and the draft offer document are required to obtain information on any applicable local restrictions and to comply therewith. Failure to comply with these restrictions could constitute a violation of applicable securities and/or stock market laws and regulations in one of these countries. The Offeror disclaims any and all liability in case of a violation by any person of the local rules and restrictions that are applicable to it.
