DISCLAIMER – IMPORTANT
ELECTRONIC VERSIONS OF THE OFFERING MATERIALS ('OFFERING MATERIALS') YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY OMV Petrom S.A. („COMPANY”) IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.
THE OFFERING MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, BY PERSONS WHICH ARE NOT (I) EXISTING SHAREHOLDERS REGISTERED IN THE COMPANY'S SHAREHOLDER REGISTER HELD BY THE ROMANIAN CENTRAL DEPOSITARY AS AT THE RECORD DATE OF 6 JULY 2022 (THE "ELIGIBLE SHAREHOLDERS") AND, RESPECTIVELY, (II) EXISTING GDR HOLDERS REGISTERED IN THE RECORDS OF EUROCLEAR BANK SA/NV AND CLEARSTREAM BANKING, SOCIÉTÉ ANONYME AS AT THE RECORD DATE OF 7 JULY 2022 (THE "ELIGIBLE GDR HOLDERS") AND, BY PERSONS WHICH ARE (III) ELIGIBLE SHAREHOLDERS/ELIGIBLE GDR HOLDERS IN ANY JURISDICTION TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION AND/OR IN ANY JURISDICTION WHERE POSSESSION OR DISTRIBUTION OF THE OFFERING MATERIALS MAY BE RESTRICTED BY LAW AND WHERE THE EXTENSION OF AVAILABILITY OF THE OFFERING MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENCING WITHIN SUCH JURISDICTION.
IMPORTANT: You must read the following notice carefully – it applies to all persons who access this website. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. If you access these Offering Materials on this website, you confirm to have read and understood, and agree to be bound by, the terms and conditions below. If you do not agree to the terms and conditions, do not access this website or view any of these Offering Materials.
Overseas persons
Viewing the information in these Offering Materials may be restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view these Offering Materials.
The Offering Materials are for information purposes only.
Any new shares, including shares to be represented by global depositary receipts (GDRs)(the „Securities”) issued in connection with the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States or in any jurisdictions other than Romania.
Accordingly, unless an exemption under relevant securities laws is applicable, any such Securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into any jurisdiction in which offers or sales are unlawful and persons receiving such documents,(including custodians, nominees and trustees) must not distribute or send them in or into the foregoing countries or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction (the „Restricted Jurisdictions”).
There will be no public offer of Securities in the United States. In the United States, the Securities will be offered only to Eligible Shareholders of the Company or Eligible GDR Holders in reliance on Rule 801, which is an exemption from the registration requirement of the U.S. Securities Act of 1933, as amended.
The Offering Materials are only addressed to and directed at Eligible Shareholders and, respectively, Eligible GDR Holders in relation to the exercise of their preference rights within the share capital increase of the Company.
Any investment or investment activity to which the Offering Materials relate is available only to Eligible Shareholders and Eligible GDR Holders and will only be engaged with such persons (to the extent permitted by the laws of their relevant jurisdictions).
Basis of access
Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy any Securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell or buy Securities in the Company.
Unless otherwise determined by the Company and permitted by applicable law and regulation, copies of these Offering Materials are not being, and must not be, released or otherwise forwarded, distributed or sent in or into any Restricted Jurisdiction. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.
If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.
These Offering Materials must not be, released or otherwise forwarded, distributed or sent in or into any Restricted Jurisdiction. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from any Restricted Jurisdiction.
Persons who access the Offering Materials are required to comply with all applicable laws and regulations, at their own expense.
General
The information contained in these Offering Materials is not comprehensive. Although care has been taken in the preparation of the information, not all such information may be accurate and up to date in all respects and the Company accepts no responsibility to update the information contained in this website. No reliance may be placed for any purpose whatsoever on the information or opinions contained in these Offering Materials or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein. All information is provided without any warranties of any kind and the Company and its advisers make no representations and disclaim all express and implied warranties and conditions of any kind, including, without limitation, representations, warranties or conditions regarding accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose and the Company and its advisers assume no responsibility to you or any third party for the consequences of any errors or omissions. Neither the Company nor its advisers accept any liability for any direct or indirect or consequential loss or damages of any kind resulting from any use of this website or any information contained in it. Neither the Company nor its advisers accept no responsibility for any contravention of applicable securities laws and regulations by persons as a result of false information provided by such persons.
Certain information in these Offering Materials is of a historical nature and may be out of date. All historical information should be understood to speak from the date of its publication. Actual results and developments may be materially different from any opinion or expectation expressed in these Offering Materials. In addition, past performance is no guide to future performance, whether of the Company or its Securities.
Certain statements contained in the Offering Materials available on this part of the website constitute forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in these Offering Materials that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document.
These Offering Materials have been made available to you in an electronic form. You are reminded that materials transmitted via this website may be altered or changed during the process of electronic transmission and consequently neither the Company, the Manager, nor any intermediary accept any liability or responsibility whatsoever in respect of any difference between the materials distributed to you in electronic format and any hard copy version. By accessing these Offering Materials, you consent to receiving it in electronic form.
You are responsible for protecting against viruses and other destructive items. Your receipt of these Offering Materials via electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.
Confirmation of understanding and acceptance of disclaimer
By clicking on the "I AGREE" button, I warrant that I
- am an Eligible Shareholder or an Eligible GDR Holder;
- agree that I will not forward, transfer, transmit or otherwise send (by any means including by electronic transmission) any materials contained in this website to any person in any Restricted Jurisdiction;
- confirm that I (i) have read and understood the disclaimer set out above and agree to be bound by its terms; (ii) understand that it may affect my rights; (iii) intend to access this website for information purposes only; (iv) am permitted to proceed to electronic versions of the Offering Materials; and (v) understand that breach of these conditions, warranties and agreements could mean that I am in breach of applicable laws or regulations.
DISCLAIMER – IMPORTANT
ELECTRONIC VERSIONS OF THE OFFERING MATERIALS ('OFFERING MATERIALS') YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY OMV Petrom S.A. IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.
THE OFFERING MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, BY PERSONS WHICH ARE NOT (I) EXISTING SHAREHOLDERS REGISTERED IN THE COMPANY'S SHAREHOLDER REGISTER HELD BY THE ROMANIAN CENTRAL DEPOSITARY AS AT THE RECORD DATE OF 6 JULY 2022 (THE "ELIGIBLE SHAREHOLDERS") AND, RESPECTIVELY, (II) EXISTING GDR HOLDERS REGISTERED IN THE RECORDS OF EUROCLEAR BANK SA/NV AND CLEARSTREAM BANKING, SOCIÉTÉ ANONYME AS AT THE RECORD DATE OF 7 JULY 2022 (THE "ELIGIBLE GDR HOLDERS") AND, BY PERSONS WHICH ARE (III) ANY ELIGIBLE SHAREHOLDERS/ELIGIBLE GDR HOLDERS IN ANY JURISDICTION TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION AND/OR IN ANY JURISDICTION WHERE POSSESSION OR DISTRIBUTION OF THE OFFERING MATERIALS MAY BE RESTRICTED BY LAW AND WHERE THE EXTENSION OF AVAILABILITY OF THE OFFERING MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENCING WITHIN SUCH JURISDICTION.
IMPORTANT: You must read the following notice carefully – it applies to all persons who access this website. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. If you access these Offering Materials on this website, you confirm to have read and understood, and agree to be bound by, the terms and conditions below. If you do not agree to the terms and conditions, do not access this website or view any of these Offering Materials.
Overseas persons
Viewing the information in these Offering Materials may be restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view these Offering Materials.
The Offering Materials are for information purposes only.
Any new shares, including shares to be represented by global depositary receipts (GDRs)(the „Securities”) issued in connection with the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States or in any other jurisdiction other than Romania.
Accordingly, unless an exemption under relevant securities laws is applicable, any such Securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into any jurisdiction in which offers or sales are unlawful and persons receiving such documents,(including custodians, nominees and trustees) must not distribute or send them in or into the foregoing countries or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction (the „Restricted Jurisdictions”).
There will be no public offer of Securities in the United States. In the United States, the Securities will be offered only to Eligible Shareholders of the Company or Eligible GDR Holders in reliance on Rule 801, which is an exemption from the registration requirement of the U.S. Securities Act of 1933, as amended.
The Offering Materials are only addressed to and directed at Eligible Shareholders and, respectively, Eligible GDR Holders in relation to the exercise of their preference rights within the share capital increase of the Company.
Any investment or investment activity to which the Offering Materials relate is available only to Eligible Shareholders and Eligible GDR Holders and will only be engaged with such persons (to the extent permitted by the laws of their relevant jurisdictions).
Basis of access
Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy any Securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell or buy Securities in the Company.
Unless otherwise determined by the Company and permitted by applicable law and regulation, copies of these Offering Materials are not being, and must not be, released or otherwise forwarded, distributed or sent in or into any Restricted Jurisdiction. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.
If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.
These Offering Materials must not be, released or otherwise forwarded, distributed or sent in or into any Restricted Jurisdiction. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from any Restricted Jurisdiction.
Persons who access the Offering Materials are required to comply with all applicable laws and regulations, at their own expense.
General
The information contained in these Offering Materials is not comprehensive. Although care has been taken in the preparation of the information, not all such information may be accurate and up to date in all respects and the Company accepts no responsibility to update the information contained in this website. No reliance may be placed for any purpose whatsoever on the information or opinions contained in these Offering Materials or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein. All information is provided without any warranties of any kind and the Company and its advisers make no representations and disclaim all express and implied warranties and conditions of any kind, including, without limitation, representations, warranties or conditions regarding accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose and the Company and its advisers assume no responsibility to you or any third party for the consequences of any errors or omissions. Neither the Company nor its advisers accept any liability for any direct or indirect or consequential loss or damages of any kind resulting from any use of this website or any information contained in it. Neither the Company nor its advisers accept no responsibility for any contravention of applicable securities laws and regulations by persons as a result of false information provided by such persons.
Certain information in these Offering Materials is of a historical nature and may be out of date. All historical information should be understood to speak from the date of its publication. Actual results and developments may be materially different from any opinion or expectation expressed in these Offering Materials. In addition, past performance is no guide to future performance, whether of the Company or its Securities.
Certain statements contained in the Offering Materials available on this part of the website constitute forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in these Offering Materials that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document.
These Offering Materials have been made available to you in an electronic form. You are reminded that materials transmitted via this website may be altered or changed during the process of electronic transmission and consequently neither the Company, the Manager, nor any intermediary accept any liability or responsibility whatsoever in respect of any difference between the materials distributed to you in electronic format and any hard copy version. By accessing these Offering Materials, you consent to receiving it in electronic form.
You are responsible for protecting against viruses and other destructive items. Your receipt of these Offering Materials via electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.
Confirmation of understanding and acceptance of disclaimer
By clicking on the "I AGREE" button, I warrant that I
- am an Eligible Shareholder or an Eligible GDR Holder;
- am not resident or located in any jurisdiction where accessing these materials is unlawful;
- agree that I will not forward, transfer, transmit or otherwise send (by any means including by electronic transmission) any materials contained in this website to any person in any Restricted Jurisdiction;
- confirm that I (i) have read and understood the disclaimer set out above and agree to be bound by its terms; (ii) understand that it may affect my rights; (iii) intend to access this website for information purposes only; (iv) have informed myself of the provisions of the securities laws in my jurisdiction and am permitted to proceed to electronic versions of the Offering Materials and I am not restricted by law in any other way to access the Offering Materials; and (v) understand that breach of these conditions, warranties and agreements could mean that I am in breach of applicable laws or regulations.
IMPORTANT INFORMATION
You have indicated that you are located in the United States. These materials are not intended for, directed at or accessible by persons located in the United States. However, persons located in the United States that make the below certifications can access these materials. Please read the certifications below carefully and provide the information requested in order to receive these materials. If you cannot make the below certifications, please exit this page.
CERTIFICATIONS
We are a “qualified institutional buyer” (a “QIB”) as defined in Rule 144A (“Rule 144A”) under the US Securities Act of 1933, as amended (the “U.S. Securities Act”).
We are a holder of global depositary receipts (“GDRs”), issued pursuant to Rule 144A, such GDRs having as underlying security the shares issued by Societatea Energetică Electrica S.A. (the “Issuer”) and holding such GDRs on the registration date of 24 October 2019 (the “Eligible Holders of GDRs”).
Further, if we are acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a QIB having the capacity of Eligible Holder of GDRs, (b) we have investment discretion with respect to each account, and (c) we have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.
We acknowledge that the materials relate to a transaction that is not subject to, or is only available in the United States pursuant to an exemption from, the registration requirements of the U.S. Securities Act.
By clicking “I AGREE” below, you are certifying that the certifications and information provided are true and accurate, that you would like to access the materials. You agree that the materials you receive are for your own use and will not be delivered, released, published or distributed to any person (other than persons in your organisation who are not located or resident in the United States or any other jurisdiction in which it would be unlawful to do so).
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