Tender offer for the securities of BALYO ("BALYO") initiated by SVF II Strategic Investments AIV LLC ("SVF AIV") followed, as the case may be, by a squeeze out (the "Offer").
ACCESS TO THIS PART OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY ACCESS THE DOCUMENTS AND INFORMATION PROVIDED IN THIS PART OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT OF SVF AIV AND/OR BALYO TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY.
THE OFFER IS MADE TO THE SECURITYHOLDERS OF BALYO, LOCATED IN FRANCE AND OUTSIDE OF FRANCE, PROVIDED THAT THE LOCAL LAWS TO WHICH THEY ARE SUBJECT AUTHORIZE THEM TO PARTICIPATE TO THE OFFER WITHOUT ANY FURTHER FORMALITY OR ADVERTISING TO BE UNDERTAKEN BY THE OFFEROR, SVF AIV.
ACCESS TO THIS PART OF THE WEBSITE IS LIMITED TO PERSONS WHO ARE (I) RESIDENTS OF FRANCE OR OF A COUNTRY WHERE LOCAL LAWS AUTHORIZE THEM TO PARTICIPATE TO THE OFFER UNDER THE AFOREMENTIONED CONDITIONS, AND (II) NOT RESIDENTS IN A COUNTRY WHERE THE DISTRIBUTION OF DOCUMENTS RELATING TO THE OFFER IS SUBJECT TO LEGAL RESTRICTIONS, AND, IN PARTICULAR, OF THE UNITED STATES OF AMERICA. YOU ARE REQUIRED TO INFORM YOURSELF ABOUT AND COMPLY WITH THESE RESTRICTIONS.
You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with the Offer.
If you would like to view this part of the website, please read this notice carefully. This notice applies to all persons who access this part of the website and, depending on where you are located, may affect your rights or responsibilities. Balyo reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the website. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of Balyo.
This part of the website contains electronic versions of materials relating to the Offer. The materials you are seeking to access are made available in good faith and for information purposes only and are subject to the terms and conditions set out below. Any person seeking to access this part of the website represents and warrants that they are doing so for information purposes only.
To allow you to view information about the Offer, you must read this notice and then click "AGREE". By clicking on the “AGREE” button below, you certify that you comply with these restrictions, and you agree to be bound by each of the terms of this notice.
If you are unable to agree, you should click "DISAGREE" and you will not be able to access the information and documents relating to the Offer. In the event you would have any doubt with regards to the compliance with the restrictions provided in this notice, we recommend that you do not access this part of the website which is dedicated to the Offer.
Nothing on this part of the website, nor anything which can be downloaded from it, constitutes an offer for sale, exchange or subscription or any solicitation for any offer to sell, purchase, exchange or subscribe for any securities (or solicitation of any votes attaching to securities which are the subject of the Offer) in any jurisdiction, except under the terms and conditions of the Offer, nor shall it or any part of it form the basis of or be relied upon in connection with any contract or commitment whatsoever.
These documents do not constitute or form part of any offer or solicitation to sell, purchase or subscribe for securities in the United States of America or any other jurisdiction. The Offer is not being made, and will not be made, directly or indirectly into the United States of America, and cannot be made or accepted, directly or indirectly, from, or by use of the United States of America mails or by any means or instrumentality (including, without limitation, the post, facsimile transmission, telex and telephone or electronic transmission by way of internet or otherwise) of United States of America interstate or foreign commerce of or of any facilities of a national securities exchange or to or by any U.S. Person (as defined in Regulation S of the U.S. Securities Act of 1933, as amended).
Securities may not be tendered to 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, or by any person acting for the account or benefit of, a U.S. Person.
Any purported acceptance of the Offer resulting directly or indirectly from a breach or violation of these restrictions will be invalid and any purported tender of securities made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States will be invalid and will not be accepted.
No document concerning the Offer may be sent, communicated, distributed or submitted directly or indirectly in the United States of America. This communication is not an extension of the Offer in the United States of America.
No holder of the securities of the BALYO will be able to tender its securities into the Offer if such holder cannot represent that (i) it has not received a copy of this offer document or any other document relating to the Offer into the United States of America and it has not sent or otherwise transmitted any such document into the United States of America, (ii) it is not a person having residence in the United States of America and is not a "US person" (as defined in Regulation S of the U.S. Securities Act of 1933, as amended) and that it is not issuing a tender order for the Offer from the United States of America, (iii) it was not located in the United States of America when it has accepted the terms of the Offer or its tender order for the Offer, and (iv) it is acting on a non-discretionary basis for a principal located outside the United States of America that is not giving an order to participate in the Offer from the United States of America.
For the purposes of this section, "United States of America" means the United States of America, its territories and possessions, any one of these States, and the District of Columbia.
The holders of the Balyo securities located outside of France can only participate in the Offer if permitted by applicable law and regulations without any formality or publicity being required on the part of SVF AIV and/or Balyo. The Offer is not open, whether directly or indirectly, to persons who are subject to particular restrictions applicable in accordance with laws in effect outside France and it cannot be accepted in any way in a country in which the Offer is subject to such restrictions.
Viewing the materials you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of France who wish to access this part of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
These materials are not directed at or accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS PART OF THE WEBSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.
This part of the website contains information that has been prepared for the purposes of complying with French law, French Monetary and Financial Code and General Regulation of the Autorité des marchés financiers and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside France.
In relation to any Offer-related materials accessible on this area of the website please note that Balyo and, as the case may be, SVF AIV, decline all liability whatsoever in the event of any breach, by any person, of the restrictions contained in the present notice.
Neither the directors of SVF AIV, nor SVF AIV nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this part of the website.
If you are in any doubt about the contents of this part of the website or the action you should take, you should seek your own financial advice from an appropriately authorised independent financial adviser.
Confirmation of understanding and acceptance
> I have read and understood the notice set out above and I agree to be bound by its terms.
> I certify that I comply with the above restrictions and am not (nor do I act on behalf of someone who is) resident or located in the United States, or in other any country that renders the accessing of the materials on this website or parts of it illegal.
> I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this part of the website to any other person at any time.
> I represent and warrant that I intend to access this part of the website for information purposes only.
If you are not able to give these confirmations, you should click on DISAGREE below.