PROPOSED ACQUISITION BY AE CONSOLIDATION LIMITED (A WHOLLY-OWNED SUBSIDIARY OF AVIS BUDGET GROUP, INC.) OF AVIS EUROPE PLC (AVIS EUROPE) BY WAY OF A SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006
DISCLAIMER
ACCESS TO THIS AREA OF THE WEBSITE 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 OBTAIN ACCESS TO THE MATERIALS ON THIS AREA OF THE WEBSITE. THESE INFORMATION IS 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 OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH AVIS EUROPE REGARDS AS UNDULY ONEROUS.
You are attempting to enter the area of this website that is designated for the publication of documents and information in connection with the proposed offer (the Proposals) by AE Consolidation Limited (AE Consolidation) for Avis Europe to be implemented by means of a scheme of arrangement. The information contained in this website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, the information contained in this website 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 Proposals or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The full terms and conditions of the Proposals are set out in the circular containing, amongst other things, details of the scheme of arrangement, an explanatory statement (pursuant to Section 897 the Companies Act) and notices of the Court Meeting and the General Meeting, together with the Forms of Proxy in respect of the Court Meeting and the General Meeting, an expected timetable of principal events and details of the action to be taken by Avis Europe Shareholders (the Scheme Document). In deciding whether or not to vote in favour of the Proposals, shareholders of Avis Europe should rely only on the information contained and procedures described in the formal Scheme Document.
Terms defined in the announcement of the Proposals dated 14 June 2011 shall have the same meaning when used in this notice.
Access to the Website
If you would like to view this area of the website, please read this notice carefully. This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities. Avis Europe reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this area of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of Avis Europe.
Overseas Persons
As a consequence of legal restrictions, the release, publication or distribution of information contained on this area of the website in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside the United Kingdom who wish to view this area of 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 this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.
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 this area of the website.
You should not forward, transmit or show the announcements, information or documents contained in this area of the website to any person. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.
Notice to US investors
The Proposals are being made to acquire the securities of an English company that is a “foreign private issuer” as defined under Rule 3b-4 under the US Securities Exchange Act 1934 (as amended) (the US Exchange Act) by means of a scheme of arrangement and governed by English law. A transaction implemented by means of a scheme of arrangement is not subject to the proxy solicitation rules nor the tender offer rules of the US Exchange Act. Moreover, the Proposals are subject to disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of US tender offer rules. Financial information included in or incorporated by reference into this section of the website has been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
It may be difficult for US holders of Avis Europe shares to enforce their rights and claims arising out of the US federal securities laws, since Avis Europe and AE Consolidation are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. It may not be possible to sue Avis Europe or AE Consolidation in a non-US court for violations of the US securities laws. It may be difficult to compel Avis Europe, and its affiliates to subject themselves to a US court’s judgement.
Forward-looking statements
This area of the website may contain statements that are, or may be, forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Forward-looking statements often use words such as "target", "plan", "believe", "expect", "aim", "intend", "will", "should", "could", "would", "may", "consider", "continue", "forecast" "anticipate", "estimate", "synergy", "cost saving", "project", "goal" or "strategy" or words or terms of similar substance or the negative of such words. Forward-looking statements included in this area of the website may include (but are not limited to) statements relating to the following: (i) the expected timetable for implementing the Proposals; (ii) future financial performance, business strategy, projected plans and objectives and future prospects of Avis Budget or Avis Europe; (iii) business and management strategies and the expansion and growth of Avis Budget’s or Avis Europe's operations and potential synergies resulting from the acquisition of Avis Europe by Avis Budget; and (iv) the effects of government regulation on Avis Budget’s or Avis Europe's business.
These forward-looking statements are not guarantees of future performance. They have not been reviewed by the auditors of Avis Budget or Avis Europe. There are a number of unknown or unpredictable factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements, including, among other things, the enactment of legislation or regulation that may impose costs or restrict activities; the re-negotiation of contracts or licences; fluctuations in demand and pricing in the vehicle rental industry; changes in petrol prices; changes in currency exchange rates and/or interest rates; fluctuations of exchange controls, changes in government policy and taxation; industrial disputes; war and terrorism. These forward-looking statements involve known and unknown risks and uncertainties which may cause them to differ materially from the actual results, performance or achievements expressed or implied by such forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the ability of the person making the statement to control or estimate precisely. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date the relevant statement was made. All subsequent oral or written forward-looking statements attributable to Avis Budget, AE Consolidation or Avis Europe or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Undue reliance should not be placed on such forward-looking statements.
Subject to compliance with their legal and regulatory obligations, Avis Budget, AE Consolidation and Avis Europe do not intend, or undertake any obligation, to update any forward-looking statement, whether as a result of new information, future events or otherwise.
Responsibility
In relation to any document, announcement or information contained in this area of the website, the only responsibility accepted by the directors of Avis Europe (the Responsible Persons) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons, Avis Europe or its affiliated companies 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 website by a third party.
The documents included in this area of the website speak only at the specified date of the relevant document and neither Avis Europe nor any of its affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).
If you are in any doubt about the contents of this area of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
THE DOCUMENTS IN THIS AREA OF THE WEBSITE 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.
Electronic versions of 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 such jurisdiction.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of Understanding and Acceptance of Disclaimer
- I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.
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