5.10 Shares as a Source of Cash 231making statements to all investors, US investors,^477 New Hampshire residents,^478 and UK
investors.^479
In addition, it was stated that the Offering Circular did not create any offer to sell or a
solicitation of offers to buy where it is unlawful.
The responsibility to ensure compliance with mandatory laws was transferred to
prospective purchasers of shares in three ways. First, the Offering Circular contained
general statements on the transfer of responsibility to potential purchasers. Second, the
Offering Circular contained a general prohibition to offer or sell shares or to distribute the
Offering Circular when it was unlawful. Third, prospective purchasers had a special
responsibility to ensure that exemptions under the Prospectus Directive (or under Rule
144A under the US Securities Act) applied to them in order to make sure that no oligation
to publish a prospectus was triggered.
The legal relevance of any other information was excluded in two main ways. First, it
was stated that nobody had a right to give any information on behalf of the issuer and
managers other than as contained in the Offering Circular and that any such information
must not be relied upon. Second, it was stated that any decision to purchase any Offer
Shares should be based solely on the Offering Circular.
The legal relevance of information contained in the Offering Circular was diluted in a
number of ways. The following list contains some of the most common statements. First,
the Offering Circular was identified as an advertisement under the Prospectus Directive and
it was stated that a prospectus was to be published.^480 Second, it was stated that the
Offering Circular did not contain all the information that would be included in a prospectus
under the Prospectus Directive or the US Securities Act. Third, the manager banks
excluded their reponsibility for the accuracy or completeness of the information in the
Offering Circular. Fourth, the Offering Circular identified many statements as forward-
looking statements for which the issuer undertook no liability. Fifth, it was stated that the
contents of the Offering Circular were for information purposes only and should not be
construed as legal, accounting or tax advice. Sixth, it was said that the facts had already
changed after the date of the Offering Circular. Seventh, it was stated that prospective
investors must rely on their own examination of Ahlstrom and the terms of the offering,
including the merits and risks involved. Eighth, some of the information was repeated in
bold letters.
Responsibility for the usefulness of information was transferred to potential purchasers
of shares in two ways. It was transferred de facto through dilution of the legal relevance of
information (see above). In addition, it was expressly stated that in making an investment
decision, prospective investors must rely on their own examination of Ahlstrom and the
terms of the offering.
The liability of the manager banks was excluded. This was clearly stated in the Offering
Circular: “The Managers make no representation or warranty, express or implied, as to the
accuracy or completeness of the information in this Offering Circular, and nothing in this
Offering Circular is, or shall be relied upon as, a promise or representation by the
Managers.”
(^477) Reference was made to Rules 144, 144A and 144A(d)(4) under the US Securities Act,
Sections 13 and 15(d) of the US Securities Exchange Act, and Rule 12g3–2(b) under the
US Securities Exchange Act.
(^478) Reference was made to Chapter 421–B of the New Hampshire Revised Statutes.
(^479) Reference was made to Articles 19(5) and 49(2)(a) to (d) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005.
(^480) Articles 15(2) and 15(3) of Directive 2003/71/EC (Prospectus Directive).