HOCHTIEF Aktiengesellschaft

Voluntary public takeover offer of HOCHTIEF Aktiengesellschaft to all shareholders of Abertis Infraestructuras, S.A.

You have entered the internet site which HOCHTIEF Aktiengesellschaft has designated for the publication of documents and information in connection with its public takeover offer to all shareholders of Abertis Infraestructuras, S.A.

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In order to access further information in connection with the intended offer, visitors of this website are requested to read and to confirm acknowledgement , at the bottom of this page, notice of the following legal information.

Important Legal Information

HOCHTIEF Aktiengesellschaft (the Bidder) has announced on October 18, 2017 its intention to make an offer to all shareholders of Abertis Infraestructuras, S.A. to acquire all shares in Abertis Infraestructuras, S.A. (Takeover Offer) which constitutes a voluntary public takeover offer pursuant to the Royal Decree 1066/2007, of 27 of July, on the applicable regime to public takeover offers (Real Decreto 1066/2007, de 27 de julio, sobre el régimen de las ofertas públicas de adquisición de valores).

The Takeover Offer relates to shares in a Spanish company and is governed exclusively by the laws of the Kingdom of Spain on the implementation of such an offer, in particular in the Restated Spanish Securities Market Act approved by Royal Legislative Decree 4/2015, of 23 October 2015 (Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Mercado de Valores) and Royal Decree 1066/2007, of 27 of July, on the applicable regime to public takeover offers (Real Decreto 1066/2007, de 27 de julio, sobre el régimen de las ofertas públicas de adquisición de valores). The Takeover Offer is not made or intended to be made pursuant to the provisions of any other jurisdiction. Accordingly, no notifications, registrations, admissions or approvals of the Takeover Offer or of the offer document containing the Takeover Offer have been or will be applied for or initiated by the Bidder or the persons acting in conjunction with the Bidder within the meaning of article 5.1(b) of Royal Decree 1066/2007, of 27 of July, on the applicable regime to public takeover offers (Real Decreto 1066/2007, de 27 de julio, sobre el régimen de las ofertas públicas de adquisición de valores) outside the Kingdom of Spain. The Bidder and the persons acting in conjunction with the Bidder therefore do not assume any responsibility for compliance with law other than the laws of the Kingdom of Spain.

The Takeover Offer will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Kingdom of Spain. Neither the Bidder, nor any person acting in conjunction with the Bidder, nor any of its or their subsidiaries will conduct or otherwise facilitate the public marketing of the Takeover Offer outside the Kingdom of Spain.

The Bidder and the persons acting in conjunction with the Bidder assume no responsibility for the publication, dispatch, distribution or dissemination of any documents connected with the Takeover Offer outside the Kingdom of Spain being compatible with the applicable requirements of jurisdictions other than those of the Kingdom of Spain. Furthermore, the Bidder and the persons acting in conjunction with the Bidder assume no responsibility for the non-compliance of third parties with any laws.

The announcements made on this website do not constitute an invitation to make an offer to sell or exchange shares in Abertis Infraestructuras, S.A. With the exception of the publication of any offer document pursuant to the provisions of the Royal Decree 1066/2007, of 27 of July, on the applicable regime to public takeover offers (Real Decreto 1066/2007, de 27 de julio, sobre el régimen de las ofertas públicas de adquisición de valores), announcements made on this website also do not constitute an offer to purchase or exchange shares in Abertis Infraestructuras, S.A.

If any announcements on this website contain forward-looking statements, such statements do not represent facts and are characterized by the words "will", "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting in conjunction with the Bidder, for example with regard to the potential consequences of the Takeover Offer for Abertis Infraestructuras, S.A, for those shareholders of Abertis Infraestructuras, S.A. who choose not to accept the Takeover Offer or for future financial results of Abertis Infraestructuras, S.A. Such forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting in conjunction with the Bidder have 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 usually cannot be influenced by the Bidder or the persons acting in conjunction with the Bidder. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.

It is possible that the Bidder will change its intentions and assumptions reflected in the documents and announcements on this website or in the offer document after the publication of these documents, announcements or the offer document, this in particular with regard to Abertis Infraestructuras, S.A.

By selecting the "I confirm" button, you warrant that:

  • you have read and understood the legal notice above;
  • you are not located in the United States of America or Canada and that you are not using any U.S. jurisdictional means in accessing this website;
  • your primary residence or abode is located in the Kingdom of Spain or, if your primary residence or abode is located in a jurisdiction other than the Kingdom of Spain, Canada or the United States of America, that you are a “qualified investor” in accordance with the legal provisions of such jurisdiction (e.g., in the Member States of the European Union, according to Art. 2(1)(e) of the Prospectus Directive), i.e., that you can acquire shares as a qualified investor in a private placement and may receive the offer documents under the applicable rules of the relevant jurisdiction;
  • you will not transmit or forward the information contained in the following pages into the United States of America or otherwise to persons whose primary residence or abode is not located in the Kingdom of Spain.


 


If you do not qualify as an investor meeting the requirements above, i.e., if you cannot confirm the foregoing, or for any other information, please contact Investors Relations at HOCHTIEF Aktiengesellschaft by telephone at +49 201 824-1870 or by writing to HOCHTIEF Aktiengesellschaft , Opernplatz 2, 45128 Essen, Germany.