Public tender offer by Sempione Retail Ltd., Zurich, Switzerland, for all publicly held bearer shares with a nominal value of CHF 3.00 each of Charles Vögele Holding Ltd., Freienbach (Schwyz), Switzerland

 

The documents and information available on this website do not constitute an offer to buy or sell, or a solicitation of an offer to buy or sell, bearer shares of Charles Vögele Holding Ltd. (Charles Vögele) or any other securities. Shareholders of Charles Vögele are urged to read the offer documents pertaining to the public tender offer (the Offer) of Sempione Retail Ltd. (the Offeror) that have been or will be published by the Offeror, which are available at www.sempioneretail.com.

 

Offer Restrictions

In General

The Offer by the Offeror described in the documents and information available on this website is not being and will not be made, directly or indirectly, in any country or jurisdiction in which it would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require the Offeror or one of its shareholders to change or amend the terms or conditions of the Offer in any way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the Offer. It is not intended to extend the Offer to any such country or jurisdiction. Documents relating to the Offer, including without limitation the documents available on this website, must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used by any natural or legal person resident or incorporated in any such country or jurisdiction for the purpose of soliciting the purchase of any securities of the Company in such countries or jurisdictions.

 

Notice to U.S. Holders

The Offer by the Offeror described in the documents and information available on this website is being made for the bearer shares of Charles Vögele, which are listed on the SIX Swiss Exchange ("SIX"), and is subject to Swiss disclosure and procedural requirements, which are different from those in the United States ("U.S."). The Offer is being made in the U.S. pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended ("U.S. Exchange Act"), subject to the exemptions provided by Rule 14d-1(d) under the U.S. Exchange Act, and otherwise in accordance with the requirements of Swiss law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws. U.S. holders of publicly held shares of Charles Vögele are encouraged to consult with their own Swiss advisors regarding the Offer.

 

According to the laws of Switzerland, bearer shares of Charles Vögele tendered into the Offer may generally not be withdrawn after they are tendered except under certain circumstances, in particular in case a competing offer for the bearer shares of Charles Vögele is launched.

 

In accordance with the laws of Switzerland and subject to applicable regulatory requirements, the Offeror and its subsidiaries or their nominees or brokers (acting as agents for the Offeror) may from time to time after the date of the pre-announcement, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase, bearer shares of Charles Vögele. These purchases, or arrangements to purchase, may occur either in the open market at prevailing prices or in private transactions at negotiated prices and shall comply with applicable laws and regulations in Switzerland and applicable U.S. securities laws. Any such purchases will not be made at prices higher than the offer price set out in the documents relating to the Offer ("Offer Price") or on terms more favorable than those offered pursuant to the Offer unless the Offer Price is increased accordingly. Any information about such purchases or arrangements to purchase will be publicly disclosed in the U.S. on the website of the Swiss Takeover Board (<http://takeover.ch/transactions/detail/nr/0638>) to the extent that such information is made public in accordance with the applicable laws and regulations of Switzerland. In addition, the financial advisors to the Offeror and Charles Vögele may also engage in ordinary course trading activities in securities of Charles Vögele, which may include purchases or arrangements to purchase such securities.

 

It may be difficult for U.S. holders to enforce their rights and any claim arising out of U.S. securities laws, since each of the Offeror and Charles Vögele is located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders may not be able to sue a non-U.S. company or its officers or directors in a U.S. or non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.

 

The receipt of cash pursuant to the Offer by a U.S. holder of bearer shares of Charles Vögele may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local laws, as well as foreign and other tax laws. Each shareholder of Charles Vögele is urged to consult his or her independent professional advisor immediately regarding the tax consequences of an acceptance of the Offer.

 

Neither the U.S. Securities and Exchange Commission nor any securities commission of any State of the U.S. has (a) approved or disapproved of the Offer; (b) passed upon the merits or fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in any documents relating to the Offer, including without limitation the documents available on this website. Any representation to the contrary is a criminal offence in the U.S.

 

United Kingdom

The documents and information available on this website are being distributed only to and directed only at persons in the United Kingdom (i) who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Order"), or (ii) who fall within article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) who are persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). The documents and information available on this website must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the documents and information available on this website relate is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing the documents and information available on this website must satisfy themselves that it is lawful to do so.

 

Australia, Canada and Japan

The Offer by the Offeror described in the documents and information available on this website is not addressed to shareholders of Charles Vögele whose place of residence, seat or habitual abode is in Australia, Canada or Japan, and such shareholders may not accept the Offer.

 

Confirmation

By clicking on the "I confirm and agree" button below, you confirm and agree to each of the following:

— that you have read and understood the foregoing;

— that you are not subject to any of the offer restrictions set forth above, in particular that you are not located or resident in any country or juridsiction as described above;

— that the communication about the Offer may lawfully be directed at and the Offer lawfully addressed to you;

— that you will not copy or forward to any other person any of the documents available on this website; and

— that you understand, acknowledge and agree that failure to comply with the foregoing could result in a violation of applicable laws and/or damages to Charles Vögele, the Offeror and other persons.