Public tender offer for all publicly held registered shares with a nominal value of CHF 10.00 each of Spice Private Equity Ltd., Zug, Switzerland (the "Company")
The public tender offer for the registered shares with a nominal value of CHF 10.00 each (each a "Spice Share") of the Company as described in the documents available on this website (the "Offer") will not be made, directly or indirectly, in any country or jurisdiction in which it would be illegal or otherwise violate any applicable laws or regulations, or which would require GP Swiss Ltd., Zug, Switzerland (the "Offeror") or GP Investments, Ltd. Hamilton, Bermuda ("GP Investments") or any of its direct and indirect subsidiaries to change or amend the terms or conditions of the Offer in any way, or to submit any additional filing to, or to perform any additional action in relation to, any governmental, regulatory or other authority. It is not intended to extend the Offer to any such country or jurisdiction. Any documents relating to the Offer must not be distributed in or sent to any such country or jurisdiction and must not be used for the purpose of soliciting the sale or purchase of securities of the Company by any person or entity resident or incorporated in any such country or jurisdiction.
United States of America
The Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Spice Shares may not be tendered in the 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 or by U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) (each a "U.S. person"). Accordingly, copies of documents or materials relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees, trustees, fiduciaries or intermediaries) in or into the United States and the Spice Shares cannot be tendered in the Offer by any such use, means, instrumentality or facility or from or within or by or to any persons located or resident in the United States or to U.S. persons. Any purported tender of Spice Shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Spice Shares made by a person located or resident in the United States or by a U.S. person, or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal that is participating or giving instructions to participate in the Offer from within the United States or for a U.S. person will be invalid and will not be accepted (and should not be accepted by any custodian, nominee, trustee, fiduciary or intermediary holding Spice Shares for any such person).
Each holder of Spice Shares participating in the Offer will, by participating in the Offer, represent that it is either (a) not a U.S. person and it is not located or resident in the United States and is not participating in the Offer from the United States, or (b) acting on a non-discretionary basis for a principal that is located outside the United States and is not a U.S. person and such principal is participating and giving instructions to participate in the Offer from outside the United States.
As used herein, the "United States" or the "U.S." means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
The communication about the Offer is not being made by, and has not been approved by, an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended. In the United Kingdom, this communication and any other offer documents relating to the Offer is/will be directed only at persons (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 (as amended, the "Order"), (ii) falling within article 49(2)(a) to (d) 10/11 ("high net worth companies, unincorporated associations, etc.") of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Accordingly, this communication is not being distributed to, and must not be passed on to, the general public in the United Kingdom. No communication in respect of the Offer must be acted on or relied on in the United Kingdom by persons who are not relevant persons. The Offer, any investment or investment activity to which this communication relates is / will be available only in the United Kingdom to relevant persons and will be engaged in only with relevant persons.
Australia, Canada and Japan
The Offer will not be addressed to shareholders of the Company whose place of residence, seat or habitual abode is in Australia, Canada, or Japan, and such shareholders may not accept the Offer.
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 and that you are not subject to any of the Offer restrictions set forth above, that the communication about the Offer may lawfully be directed at and the Offer lawfully addressed to you;
- that you are not located or resident in any jurisdiction where the extension of the Offer would trigger a requirement for GP Investments or any of its affiliates (including the Offeror) or any other person to file or register an offer prospectus or any other document, or to take any other or additional action in relation to the Offer, in or by virtue of the laws of such jurisdiction;
- that you will not duplicate or forward or otherwise make available to any person or otherwise distribute any of the documents available on this website; and
- that you understand and acknowledge that failure to comply with the foregoing could result in a violation of applicable laws and/or damages to GP Investments, its affiliates (including the Offeror) and other persons.