Russian Version
Welcome
Here you can find documents in relation to the Mandatory Offer of LLC “Unilever Rus” (“Unilever”) for the shares of OJSC Concern “Kalina” (“Concern “Kalina”), including the shares underlying the American Depository Receipts (the “ADRs”) and Global Depositary Receipts (the “GDRs”).
Should you have any questions in relation to the Mandatory Offer, please telephone Unilever’s Information Agent,
Orient Capital on:
- Russia (freephone): 810 800 252 520 44
- United Kingdom (freephone): 0800 197 34 39
- For calls from other countries (except Russia and the UK): + 44 207 760 89 56
Alternatively, you may email your enquiries to concernkalina@orientcap.com.
The Information Agent is able to provide information in Russian and in English. Please note, however, that Orient Capital is unable to provide any financial, legal or tax advice or advice on the merits of the Mandatory Offer.
Terms and Conditions
Legal Notice
IMPORTANT INFORMATION REGARDING THE MANDATORY TENDER OFFER BY UNILEVER TO THE SHAREHOLDERS OF CONCERN "KALINA".
IMPORTANT: You must read the following before continuing. The following applies to the information following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the information set forth herein.
On December 6, 2011 Unilever completed the acquisition of approximately 82% of the shares of Concern "Kalina" (this includes approximately 63.4% of the shares held directly by Unilever and approximately 18.6% of the shares held by a subsidiary company of Concern "Kalina" that after the acquisition is considered an affiliate of Unilever). After December 6, 2011, but prior to the delivery of the mandatory tender offer to Concern "Kalina", Unilever increased the number of shares it has in the charter capital of Concern "Kalina" to approximately 84.98% (including the 18.6% of shares held by its affiliate referred to above). On January 10, 2012 Unilever delivered the mandatory tender offer to the shareholders of Concern "Kalina" to acquire the remaining 966,749 ordinary shares of Concern "Kalina", constituting approximately 15.02% of Concern "Kalina"'s charter capital.
You have entered the website where Unilever publishes or will publish the offer documents ("Offer Documents") for its public offer ("Offer") for the purchase of ordinary registered shares of Concern "Kalina" (including the shares underlying the ADRs and GDRs), that Unilever and its affiliates do not currently own or control, and certain announcements and materials related to the Offer.
Access to the website and its contents may be restricted under securities laws 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 information on the website. These materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction.
All persons who wish to view the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of the website or parts thereof illegal, you should not view the website. It is not intended that the materials on the website be accessible by persons resident or located in any jurisdiction where to do so would constitute a violation of the relevant laws and/or regulations of such jurisdiction.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access the website. Neither Unilever nor any of its advisers assumes any responsibility for any violation by any person of any of these restrictions.
You should not forward, transmit or show the announcements, information, Offer Documents or other documents contained on the website to any person in any jurisdiction where it would be unlawful to do so.
Nothing on the website constitutes an offer to sell or an invitation or solicitation of any offer to purchase or subscribe for any securities which are the subject of the Offer in any jurisdiction in which such offer or solicitation is unlawful.
The information contained on the website is being made available by Unilever in good faith and for informational purposes only and subject to the terms and conditions set out herein. The full terms and conditions of the Offer are set out in the Offer Documents. In considering the Offer, Concern "Kalina" security holders should rely only on the information contained in the Offer Documents.
The documents included on the website speak only at the specified date of the relevant document and Unilever has, and accepts, no responsibility or duty to update such documents (other than to the extent such duty arises as a matter of Russian law).
The Offer by Unilever is made solely by publication of the Offer Documents and solely in accordance with the provisions of such Offer Documents.
Concern "Kalina" is a company organized under the laws of the Russian Federation. The Offer is made to all shareholders of Concern "Kalina" and is made solely pursuant to the Russian law and in compliance with the applicable provisions of Section 14(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), and Regulation 14E thereunder. The Offer is not made or intended to be made pursuant to the provisions of any other law. Accordingly, Unilever and Concern "Kalina" and the persons acting in conjunction with Unilever and Concern "Kalina" will not procure any further registrations, authorisations or approvals of the Offer Documents or the intended Offer in accordance with the provisions of any law, other than the law of the Russian Federation, by any security supervisory authority or similar institutions. The Offer will be made in the United States by Unilever and no one else. The Offer will be subject to disclosure and procedure requirements of the Russian Federation which may be different from those of other jurisdictions, including the United States.
Unilever, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares of Concern "Kalina" outside the Offer during the period following the "public announcement" for the purposes of US law, as defined under Regulation 14D under the Exchange Act. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable laws, including the Exchange Act. Such purchases or arrangements to purchase will also be made in full compliance with Russian law and will be consummated before the submission of the Offer Documents to Concern "Kalina". The release, publication or distribution of the Offer Documents in jurisdictions other than Russia or the US may be affected by the laws or regulations of relevant jurisdictions. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than Russia or the US should inform themselves of and observe any applicable requirements.
Unilever and the persons acting in conjunction with Unilever expressly exclude all liability for non-compliance with applicable laws and regulations by third parties.
I hereby confirm that I am not resident or located in a jurisdiction that renders accessing the website or parts thereof illegal, and that I have read, understand and accept the terms of this legal notice as set forth above.