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Important Legal Information
Vodafone Global Enterprise Limited, a wholly owned subsidiary of Vodafone Group plc (together with Vodafone Group plc, "Vodafone") published on 4 July 2014 an offer document (the "Offer Document") in relation to its decision to make a voluntary public takeover offer to the shareholders of Cobra Automotive Technologies S.p.A. (the "Cobra Shareholders") to acquire all shares in Cobra Automotive Technologies S.p.A. (the "Cobra Shares") by way of a voluntary public takeover offer (the "Takeover Offer"). Vodafone has also entered into an agreement with the main Cobra Shareholders to effect certain matters including agreeing to tender their Cobra Shares into the Takeover Offer.
On the following pages you will find the publication of the notice on the decision to make the Takeover Offer in accordance with the Italian Legislative Decree 24 February 1998, no. 58 (as subsequently amended) (the "Consolidated Financial Act") and the regulation approved by resolution of Commissione Nazionale per le Società e la Borsa (the public authority responsible for regulating the Italian financial markets) 14 May 1999, no. 11971, as subsequently amended (the "Issuers Regulation"), the Offer Document and further information regarding the Takeover Offer. In due course, any additional mandatory publications under the terms of the Consolidated Financial Act and the Issuers Regulation will also be made available on the following pages.
The announcements made on this website do not constitute an invitation to make an offer to sell Cobra Shares. With the exception of the Offer Document, announcements made on this website also do not constitute an offer to purchase Cobra Shares and are not for the purposes of Vodafone making any representations or entering into any other binding legal commitments. An offer to purchase shares in Cobra Automotive Technologies S.p.A. is solely made by the Offer Document and is exclusively subject to its terms and conditions. The terms and conditions of the Takeover Offer may differ from the general information described on the following pages. To the extent legally permissible, Vodafone reserves the right to change the terms and conditions of the Takeover Offer.
Cobra Shareholders are strongly recommended to read the Offer Document and any related documents in connection with the Takeover Offer, since they contain important information, and to seek independent advice where appropriate in order to reach a reasoned decision in respect of the Takeover Offer.
The Takeover Offer will be issued exclusively under the laws of the Italian Republic, especially under the Consolidated Financial Act and the Issuers Regulation. The Takeover Offer will not be executed according to the provisions of jurisdictions (including the jurisdictions of the United States of America (including its territories and possessions and the District of Columbia), Canada, Australia, Japan or any other jurisdiction in or into which it is unlawful to do so (each a "Restricted Jurisdiction") other than those of the Italian Republic. Thus, no other announcements, registrations, admissions or approvals of the Takeover Offer outside the Italian Republic have been filed, arranged for or granted. The Cobra Shareholders cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than such provisions of the Italian Republic. Any contract that is concluded on the basis of this Takeover Offer is exclusively governed by the laws of the Italian Republic and is to be interpreted in accordance with such laws.
The publication, sending, distribution, or dissemination of the Offer Document or any other document associated with the Takeover Offer outside of the Italian Republic may fall under the scope of legal provisions of other jurisdictions than those of the Italian Republic in which the publication, sending, distribution, or dissemination of the Offer Document are subject to legal restrictions. The Offer Document and other documents associated with the Takeover Offer therefore may not be sent by third parties to countries or be published, distributed, or disseminated in countries if and to the extent that such sending, publication, distribution, or dissemination would violate applicable laws or will depend on observing official procedures or the granting of approval or the satisfaction of additional conditions and these have not been satisfied.
Vodafone has not approved the publication, sending, distribution, or dissemination of the Offer Document or any other document associated with the Takeover Offer by third parties outside the Italian Republic. Vodafone is not in any way responsible for the compliance of the publication, sending, distribution, or dissemination of the Offer Document or any other document associated with the Takeover Offer outside of the Italian Republic to any jurisdiction with the legal provisions other than those of the Italian Republic.
The information contained on this website about Cobra Automotive Technologies S.p.A. is taken exclusively from publically available data on Cobra Automotive Technologies S.p.A. and other publicly available information. Documents relating to Cobra Automotive Technologies S.p.A. are published on its website (www.cobra-group.com). Vodafone gives no representation or warranty as to the accuracy of this information and it may be that there is additional unpublished information and data relating to Cobra Automotive Technologies S.p.A. that, if known, could change the position of Cobra Automotive Technologies S.p.A. and/or the evaluation of the Takeover Offer from that portrayed by the information and data publicly available.
The announcements and the information on this website contain specific forward-looking statements with respect to Vodafone and Cobra Automotive Technologies S.p.A.’s financial condition, results of operations and businesses and certain of Vodafone and Cobra Automotive Technologies S.p.A.’s plans and objectives, including any expected synergies or savings contemplated by the completion of the Takeover Offer. These statements do not represent facts and may be characterised by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions, or current expectations of Vodafone with respect to possible future events, e.g., regarding possible consequences of the Takeover Offer for Cobra Automotive Technologies S.p.A., for those Cobra Shareholders who choose not to accept the Takeover Offer or for future financial results of Cobra Automotive Technologies S.p.A.. Such forward-looking statements are based on current plans, estimates and forecasts which Vodafone has made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and generally cannot be influenced by Vodafone. The forward-looking statements contained in this website could turn out to be incorrect and/or future events and developments could considerably deviate from the forward-looking statements contained in this website. No assurances can be given that the forward-looking statements in the Offer Document or any other document associated with the Takeover Offer will be realised. Subject to compliance with applicable law and regulations, Vodafone neither intends to update these forward-looking statements nor to undertake any obligation to do so.
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