Website disclaimer

Voluntary and conditional public takeover bid in cash for all shares of Greenyard NV, possibly converted into a mandatory public takeover bid, possibly followed by a simplified squeeze-out

You wish to access a web page dedicated to documents and information relating to the public takeover bid in cash by Garden S.à r.l. (the Offeror) for all shares in Greenyard NV (Greenyard) that the Offeror does not already hold (or persons affiliated with the Offeror), pursuant to the Belgian Law of 1 April 2007 on public takeover bids and the Belgian Royal Decree of 27 April 2007 on public takeover bids (the Offer).

To allow you to view information on this part of this website, you must read this notice and then click “I CONFIRM”. If you are unable to agree you must click “I DO NOT CONFIRM”.

Viewing the materials you are seeking to access may not be lawful in certain jurisdictions. Any persons who wish 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. The documents relating to the Offer (including, notably, the prospectus prepared by the Offeror and the annexes thereto, including the acceptance forms) (the Offer Documentation) are for informational purposes only and do not constitute or form a part of an offer or solicitation to acquire, purchase, subscribe for, sell or exchange any securities in any jurisdiction in which such an offer or solicitation is unlawful or to any person to whom such an offer or solicitation could not be duly made. The Offer is made in accordance with all applicable laws and certain provisions of the securities laws of Belgium. The Offer has not been registered or approved outside of Belgium and no action will be taken to register it or have it approved in another jurisdiction or to otherwise allow for a public takeover bid in another jurisdiction. The information contained in the Offer Documentation is neither to be published, released, broadcasted, disseminated or distributed, directly or indirectly, in countries in which it is not legally permissible, nor to be made available to residents of such countries. The holders of the Greenyard shares can only participate in the Offer if permitted by the local laws to which they are subject, without the Offeror having to carry out additional formalities. Participation in the Offer and the distribution of the Offer Documentation as well as of the information relating to the Offer may be subject to particular restrictions applicable in accordance with laws in effect outside Belgium, including, notably, registration, qualification or other requirements. The Offer will not be 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, persons in possession of the Offer Documentation and the information relating to the Offer 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. Any acceptance of the Offer that could be assumed as resulting from a violation of these restrictions shall be deemed void. The Offeror, its affiliates and its advisors decline any liability for any violation, by any person, of any such local rules and restrictions.

In particular, the Offer is not being and will not be made, directly or indirectly, in or into, or by the use of the mails or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of the United States, and the securities subject to the Offer may not be tendered in any such offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, except as required by applicable law, copies of the Offer Documentation are not being, and may not be, directly or indirectly mailed or otherwise forwarded, distributed or sent in, into or from the United States or to any person located or resident in the United States. Persons receiving copies of the Offer Documentation (including without limitation nominees, trustees or custodians) must not forward, distribute or send these into the United States or to any person located or resident in the United States. Any purported tender of the securities subject to the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and tenders of the securities subject to the Offer made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will not be accepted.

The Offer is being made only through the Offer Documentation. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE OFFER DOCUMENTATION AS IT CONTAINS IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE OFFER. To access this page of our website which is dedicated to the distribution of documents and information relating to the Offer, you must confirm that the following statements are accurate:

1. am a resident of Belgium, or of another jurisdiction, in which I certify that I am legally entitled to access information and documents relating to the Offer without any formality or publicity being required on the part of the Offeror;
1. undertake not to transfer, transmit or distribute, either in whole or in part, the documents and information relating to the Offer, to which I am to access to persons residing in any country other than Belgium, or other permissible jurisdictions;
1. confirm that I intend to access these documents for informational purposes only, that I have read and understood this disclaimer, and I agree to be bound by each of the terms of this disclaimer. By clicking on “I CONFIRM”, you also agree to the storing of cookies on your device which are necessary for the webpage to function. You can find more information about Greenyard’s use of cookies here.  
1. CONFIRM / I DO NOT CONFIRM

Forward-Looking Statement

This webpage contains forward-looking statements. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should,” “would” and “will” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements are based on the Offeror’s expectations as of the date they were first made and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Unless as otherwise stated or required by applicable law, the Offeror undertakes no obligation and does not intend to update these forward-looking statements, whether as a result of new information, future events or otherwise.