Disclaimer

 

PROPOSED VOLUNTARY TENDER OFFER (THE “OFFER”) BY SIX GROUP AG (“SIX”) OVER 100% OF THE SHARES OF BOLSAS Y MERCADOS ESPAÑOLES, SOCIEDAD HOLDING DE MERCADOS Y SISTEMAS FINANCIEROS, S.A. (THE “COMPANY”).

THIS SECTION OF THE WEBSITE (THE “MICROSITE”) CONTAINS (OR WILL CONTAIN) ANNOUNCEMENTS, DOCUMENTS AND OTHER INFORMATION (TOGETHER, THE “INFORMATION”) IN CONNECTION WITH THE OFFER.  THE INFORMATION CONTAINED IN THIS MICROSITE IS MADE AVAILABLE IN GOOD FAITH FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

Access to information relating to the Offer

You are attempting to enter the Microsite, which is designated for the publication of documents and information in connection with the Offer.

Please read this notice carefully – it applies to all persons who view this Microsite and, depending upon whom you are and where you live, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time and should be read carefully each time you visit this Microsite. The Information speaks only at the date of the relevant information reproduced on this Microsite. SIX does not have, and does not accept, any responsibility or duty to update any such Information and reserves the right to add to, remove or amend any Information reproduced on this Microsite at any time.

The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of, or any invitation or solicitation of, any offer to purchase or subscribe for any securities pursuant to the Offer.

The terms and conditions of the Offer have been approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) (the “CNMV”) on 25 March 2020. The full terms and conditions of the Offer are set out in the formal offer documentation (the “Offer Document”), which is available at SIX, the Company and CNMV and the Governing Companies of the Spanish Stock Exchanges’ corporate websites. In considering the Offer, shareholders of the Company should only rely on the information contained, and procedures described, in the Offer Document.

The information about the Offer published on this website is exclusively made on the basis of the terms set out in the Offer Document.

Overseas persons

The Information contained in this Microsite is not for publication or distribution, directly or indirectly, in or into any jurisdiction, where to do so would constitute a violation of the laws of that jurisdiction (a “Restricted Jurisdiction”) and the availability of such Information (and any related offer) to shareholders who are not resident in Spain may be restricted by the laws of the relevant jurisdictions. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to observe such restrictions and/or requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violations of any such restrictions by any person.  If you are not resident in, or a citizen or national of, a Restricted Jurisdiction, you may access the Information contained in this Microsite but you must first inform yourself about and observe any applicable legal requirements of your jurisdiction.  If you are not permitted to view any information in relation to the Offer by virtue of applicable laws or regulatory requirements, please do not enter this Microsite.

 

The Offer is made in Spain. The Offer will not be made, directly or indirectly, in or into any jurisdiction where it would be unlawful to do so, or by use of mail, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or by any facility of a national securities exchange of any jurisdiction where it would be unlawful to do so, and the Offer will not be capable of acceptance by any such mail, means, instrumentality or facility from or within any jurisdiction where it would be unlawful to do so.

In particular, the Offer will not be made, directly or indirectly, in the United States of America, whether by mail or any other interstate or foreign means or instrument (including, without limitation, facsimile, telephone or internet) or by means of the securities exchanges of the United States of America, except in compliance with, or under the exceptions provided in, any applicable United States of America securities rules or takeover regulations. For this reason, the Offer Document will not be distributed by any means in the United States of America, except in compliance with, or under the exceptions provided in, any such rules or regulations.

If you are not permitted to view the Information contained in this Microsite, or viewing such information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to view such information, please exit this web page or click the “disagree” button below and seek independent advice.  Neither SIX nor any of their respective advisers, assumes any responsibility for any violation by any person of any of these restrictions.

Forward looking statements

Certain Information contained in this Microsite, including information included or incorporated by reference into such Information, statements, estimates, opinions and projections with respect to anticipated future performance (“forward-looking statements”) which reflect various assumptions which have not been independently verified or assessed by SIX, are retrospective in nature. All statements other than statements of historical fact may be forward-looking statements. Forward looking statements also often use words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning. Any forward-looking statements reflect current expectations based on various other assumptions and involve significant risks and uncertainties and should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements only speak as of the date the information was posted on the Microsite. It is up to the person accessing this Microsite to make its own assessment of the validity of any forward-looking statements and assumptions, and no liability is accepted by SIX in respect of the achievement of such forward-looking statements and assumptions. SIX and their respective members, directors, officers, employees, advisers and any person acting on their behalf have no obligation whatsoever to update or revise any of the information, forward-looking statements or the conclusions contained in this microsite or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof.

Responsibility

Subject to any continuing obligations under applicable law or any relevant regulatory requirements, SIX and any of its affiliated companies expressly disclaim any obligation to disseminate, after the date of the posting of any document or announcement on this Microsite, any updates or revisions to any statements in such documents or announcements in relation to the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based, unless the responsibility statement in any relevant document expressly provides otherwise.

Neither SIX nor any of their employees, agents or advisers have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this Microsite or SIX’s website by a third party.

THE INFORMATION CONTAINED IN THIS MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Confirmation of understanding and acceptance of disclaimer

By clicking on “Confirm” below, you:

  • confirm that you are permitted to proceed to this Microsite and that you are not (nor do you act on behalf of someone who is) resident in, or a national or citizen of a Restricted Jurisdiction, or any jurisdiction that renders the accessing of this Microsite, or any part of this Microsite, illegal.
  • agree that you will not forward, transfer or distribute (by any means, including by electronic transmission) any Information in this Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
  • you represent and warrant to the Company that you intend to access this Microsite for information purposes only, that you have read and understood this notice and that you understand that it may affect your rights or responsibilities.
  • you agree to be bound by the terms of the notice set out above and you confirm that you are permitted to proceed to this Microsite.
  • no person (including, without limitation, SIX or their respective directors, employees, agents or advisers) will breach any applicable law or regulation in connection with your access to this Microsite

By clicking on “I do not confirm” below, we cannot provide you with access to the Microsite.

The Information contained in this Microsite cannot be accessed without accepting the disclaimer.