If you are resident or physically present in the United States or a US investor in VEF Ltd. (“the Company”), we kindly ask you to review the following information carefully.
On 31 March 2021, the Company announced the Board of Directors’ proposal to change the domicile of the VEF group from Bermuda to Sweden (the “Redomestication”).
The Redomestication relates to the SDRs of a Bermuda company that is a “foreign private issuer” (as defined under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”)) and is being made by means of a scheme of arrangement (a “Scheme of Arrangement”) provided for under Bermuda law. A transaction effected by means of a Scheme of Arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Redomestication is primarily subject to the disclosure requirements and practices applicable in Bermuda to Schemes of Arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules. Financial information included on this website and in the Scheme of Arrangement has been or will have been prepared in accordance with IFRS and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
There will be no public offering of securities in the United States.
The issuance of shares pursuant to the Redomestication and Scheme of Arrangement will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”), and will be issued pursuant to the exemption provided by Section 3(a)(10) under the US Securities Act. Such shares will not be issued to US residents or other US persons (as defined in Regulation S under the US Securities Act) unless such persons are qualified purchasers (as defined in the US Investment Company Act of 1940).
Neither the US Securities and Exchange Commission, nor any US state securities commission, has approved or disapproved of the shares to be issued in connection with the Redomestication and Scheme of Arrangement, or determined if the information and documents contained in this section of the website is accurate or complete.
Any representation to the contrary is a criminal offense in the US.
Forward-Looking Statements: The information and documents contained in this section of the website may include forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “envisages”, “estimates”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding the Company’s or its affiliates’ intentions, beliefs or current expectations concerning, among other things, the Company’s or its affiliates’ results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which they operate. 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. Readers are cautioned that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those made in or suggested by the forward-looking statements contained in the information and documents contained in this section of the website, and may not be indicative of results or developments in subsequent periods.
The forward-looking statements and information contained on this section of the website are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
I have read and understood the disclaimer set out above. I understand that it may affect my rights and I agree to be bound by its terms.