Important Information
This presentation is directed to existing shareholders of SUEZ and intended to provide them with information on SUEZ ENVIRONNEMENT Company and its operations as part of SUEZ’s ongoing communications program with them. This presentation does not constitute a sale, exchange, offer to purchase or exchange, solicitation of an offer to sell or exchange, or an inducement to purchase, any securities of SUEZ, SUEZ ENVIRONNEMENT Company, Gaz de France, or their respective affiliates, nor shall there be any sale, exchange, offer to purchase or exchange, the solicitation of an offer to sell or exchange, or an inducement to purchase, securities in any jurisdiction (including the United States, Germany, Italy and Japan) in which such sale, exchange, offer, solicitation or inducement would be unlawful. This presentation or its distribution may, in some countries, be restricted by law or regulation. Accordingly, recipients of this presentation should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Gaz de France, SUEZ, SUEZ ENVIRONNEMENT Company and their respective affiliates disclaim any responsibility or liability for the violation of any such restrictions by any person.
The Gaz de France ordinary shares to be issued to holders of SUEZ ordinary shares (including any such shares represented by SUEZ American Depositary Shares) in connection with their proposed business combination of the two companies may not be offered or sold in the United States except pursuant to an effective registration statement under the United States Securities Act of 1933, as amended, or pursuant to an available exemption from registration. The shares of SUEZ ENVIRONNEMENT Company have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an available exemption from registration.
In connection with the proposed business combination of Gaz de France and SUEZ and the related distribution by SUEZ to its shareholders of shares of SUEZ ENVIRONNEMENT Company, certain required information documents have been filed with the Autorité des marchés financiers ("AMF"), including the prospectus for the listing of the SUEZ ENVIRONNEMENT Company shares on Eurolist by Euronext Paris in connection with such distribution (the "Spin-Off Prospectus"), which received visa n°[08-127] from the AMF on June 13, 2008. In addition, SUEZ will distribute or make available to its shareholders outside France an information memorandum (the "Spin-Off Information Memorandum") consisting of a translation in English of the Spin-Off Prospectus and of certain additional information. Also, Gaz de France will file with the SEC a registration statement on Form F-4, which includes a prospectus. SUEZ shareholders are strongly advised to read the information documents filed with the AMF (including the Spin-Off Prospectus), the Spin-Off Information Statement and the registration statement and related prospectus, and any other relevant documents filed with the SEC and/or the AMF, or distributed or made available in connection with the proposed transactions, as well as any amendments and supplements thereto, because they contain important information. SUEZ shareholders may obtain free copies of the registration statement, the prospectus as well as other relevant documents filed with the SEC, at the SEC’s web site at www.sec.gov and will receive information at an appropriate time on how to obtain these transaction-related documents for free from Gaz de France or its duly designated agent. SUEZ shareholders may obtain free copies of documents filed with the AMF at the AMF’s website at www.amf-france.org, or directly from Gaz de France on its web site at: www.gazdefrance.com, or directly from SUEZ on its website at: www.suez.com, or, with respect to the Spin-Off Prospectus and the Spin-Off Information Memorandum, directly from SUEZ ENVIRONNEMENT Company on its website at www.suez-environnement.com ,as the case may be.
Forward-Looking Statements
This presentation contains forward-looking information and statements about Gaz de France, SUEZ and SUEZ ENVIRONNEMENT Company and their combined businesses, including after completion of the proposed transactions. Forward-looking statements are statements that are not historical facts. These statements include financial projections, synergies, cost-savings and estimates and their underlying assumptions, statements regarding plans, objectives, savings, expectations and benefits from the transaction and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are sometimes identified by using the future tense or the conditional mode, and forward-looking terms such as "expect", "anticipate", "believe", "is intended to", "estimate", "should", "could", "aim at", "the purpose of which", "wish" and similar expressions. Although the expectations reflected in such forward-looking statements are based on information, assumptions and estimates that are considered reasonable by the managements of Gaz de France, SUEZ and SUEZ ENVIRONNEMENT Company, as applicable, investors are cautioned that forward-looking information and statements are not guarantees of future performances and are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Gaz de France, SUEZ and SUEZ ENVIRONNEMENT Company, such as changes in the economic, financial, competitive and regulatory environments, that could cause actual results, developments, synergies, savings and benefits from the transactions to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements.
These risks and uncertainties include those discussed or identified in the public filings with the AMF made by Gaz de France, SUEZ and SUEZ ENVIRONNEMENT, including those listed under "Facteurs de Risques" or "Risk Factors" in the Document de Référence filed by Gaz de France with the AMF on May 15, 2008 (under no: R.08-0056), in the Document de Référence filed by SUEZ on March 18, 2008 (under no: D.08-0122), in the Spin-Off Prospectus, as well as in the Spin-Off Information Memorandum and in documents filed by SUEZ with the SEC, including those listed under "Risk Factors" in the Annual Report on Form 20-F for 2006 that SUEZ filed with the SEC on June 29, 2007 or in the registration statement to be filed by Gaz de France with the SEC in connection with the proposed transactions.
The occurrence of some or all of these risks may have a material adverse effect on Gaz de France, SUEZ, SUEZ ENVIRONNEMENT Company, their respective businesses, image, financial situation, earnings or ability to achieve their respective objectives. Moreover, other risks not yet identified or considered not material by Gaz de France, SUEZ and SUEZ ENVIRONNEMENT Company could also have the same negative effect.
This presentation also contains information about the markets in which SUEZ ENVIRONNEMENT Company is present. This information comes most notably from studies carried out by external sources. Given the changes that affect the water and waste sector in Europe and around the world, it is possible that this information may be erroneous or out of date. The business activities of SUEZ ENVIRONNEMENT Company may progress differently from the manner described in this presentation, and statements or information in this presentation may prove to be erroneous.
Except as required by applicable law, Gaz de France, SUEZ and SUEZ ENVIRONNEMENT Company do not undertake any obligation to update any forward-looking information or statements and make no representation as to the achievement of the objectives and forward-looking information in this presentation.
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