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Invitation to Subscribe for Swedish Depositary Receipts Regarding Shares in Transcom Worldwide S.A

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Invitation to Subscribe for Swedish Depositary Receipts Regarding Shares in Transcom Worldwide S.A Invitation to subscribe for Swedish depositary receipts regarding shares in Transcom WorldWide S.A. PLEASE NOTE THAT THE SUBSCRIPTION RIGHTS ARE EXPECTED TO HAVE AN ECONOMIC VALUE In order to ensure that the Subscription Rights received do not become void and without value, the Share SDR holder must either: Exercise the Subscription Rights received and subscribe for new Share SDRs no later than 16 December, 2011 or; Sell the Subscription Rights received, but not exercised, no later than 13 December, 2011 Please note that Share SDR holders with nominee-registered Share SDR holdings subscribe for new Share SDRs through their nominee. Legal disclaimer Notice to investors in the European Economic Area Information to investors In relation to member states of the European Economic Area (“EEA”) other than Sweden, which This Prospectus has been approved and registered by the Swedish Financial Supervisory have implemented the Prospectus Directive (2003/71/EC) (each, a “Relevant Member State”) an Authority (Sw. Finansinspektionen) (“SFSA”) pursuant to the provisions of Chapter 2, Sections offer to the public of any Subscription Rights, BTAs or new Share SDRs contemplated by this 25 and 26 of the Swedish Financial Instruments Trading Act (1991:980). Approval and registra- Prospectus may not be made in that Relevant Member State except that an offer to the public in tion by the SFSA does not imply that the SFSA guarantees that the factual information provided that Relevant Member State may be made under an exemption under the Prospectus Directive, in this Prospectus is correct and complete. The Prospectus has been prepared in English only if it has been implemented in that Relevant Member State. See Restriction on Sale and Transfer together with a summary in Swedish in accordance with an exemption granted by the SFSA as of Subscription Rights, BTAs and new Share SDRs for further information. set out in Chapter 2, Section 21 of the Swedish Financial Instruments Trading Act (1991:980). Disputes concerning, or related to, the Offer, the contents of this Prospectus or any connected Notice to investors in Luxembourg legal matter shall be governed by Swedish law and exclusively be settled by Swedish courts. The Offer shall not be and shall not be considered as an ‘’offer of securities to the public’’ for The district court of Stockholm (Sw. Stockholms tingsrätt) shall be the court of first instance. purposes of the Luxembourg law on prospectuses for securities dated 10 July 2005. See The distribution of this Prospectus and the Subscription Rights may be restricted by law in Restriction on Sale and Transfer of Subscription Rights, BTAs and new Share SDRs for further certain jurisdictions, and this Prospectus may not be used for the purpose of, or in connection information. with, any offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it would be unlawful to make such offer or solicitation. No Notice to prospective investors in the United Kingdom actions have been taken to register or qualify the Subscription Rights, the BTAs, the new Share This Prospectus is only being distributed to and is only directed at (i) persons who are outside SDRs or the Offer or otherwise permit a public offering of the Subscription Rights, the BTAs or the United Kingdom and (ii) to investment professionals falling within Article 19(5) of the Financial the new Share SDRs, in any jurisdictions outside of Sweden. Unless expressly provided else- Services Markets Act 2000 (Financial Promotion Order 2005) (the “Order”) and (iii) to high net where in this Prospectus, the Subscription Rights, the BTAs and the new Share SDRs may not worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being be offered, sold, taken up, exercised, resold, transferred or delivered, directly or indirectly, in or referred to as “relevant persons”). The new Share SDRs are only available to, any invitation, offer into Australia, Canada, Hong Kong, Japan, the United States or any other jurisdiction in which it or agreement to subscribe, purchase or otherwise acquire such new Share SDRs will be would not be permissible to offer the Subscription Rights, the BTAs or the new Share SDRs. engaged in only with, relevant persons. Any person who is not a relevant person should not act Subscription Rights, BTAs and new Share SDRs acquired in violation of the restrictions or rely on this Prospectus or its contents. described above may be void. Transcom and SEB Enskilda require persons into whose posses- sion this Prospectus comes to inform themselves of and observe all such restrictions. Any failure Notice to New Hampshire Residents only to comply with such restrictions may result in a violation of applicable securities law and regula- NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A tions. Neither Transcom, nor SEB Enskilda accept any legal responsibility for any violation by any LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED person, whether or not a prospective investor in the new Share SDRs, of any such restrictions. STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS This Prospectus has been prepared by Transcom, based on its own information and informa- EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMP- tion from other sources that Transcom considers reliable. No representation or warranty, SHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE expressed or implied, is made by SEB Enskilda as to the accuracy or completeness of any of THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEAD- the information set out in this Prospectus and nothing contained in this Prospectus is or shall be ING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS relied upon as a promise or representation, whether as to the past or the future, as SEB AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF Enskilda has not made any independent verification of the information. STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOM- When an investor makes an investment decision, he or she must rely on his or her own analy- MENDED OR GIVEN APPROVAL TO, ANY PERSONS, SECURITY OR TRANSACTION. IT IS sis of Transcom and the Offer, including, but not limited to, the merits and risks involved. An UNLAWFUL TO MAKE OR CAUSE TO BE MADE TO ANY PROSPECTIVE SUBSCRIBER, PUR- investment decision shall be based solely on the information in this Prospectus and any possible CHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PRO- supplements to this Prospectus. No person has been authorized to provide any information or VISIONS OF THIS PARAGRAPH. make any statements, other than those contained in this Prospectus, and should such informa- tion or statements be furnished they should not be considered to have been authorized by Notice to prospective investors in Switzerland Transcom. Neither the publication of this Prospectus nor any purchase or sale as a result of the Any Subscription Rights, BTAs or new Share SDRs offered hereby are being offered in or from Prospectus will, under any circumstances, imply that there have not been changes in Switzerland on the basis of a private placement only. Transcom’s business since the date of this Prospectus, or that the information in this Prospec- tus is correct as at any time after the date of this Prospectus. Notice to prospective investors in Australia, Canada, Hong Kong, Japan and certain other As a condition to exercising Subscription Rights or subscribing for new Share SDRs pursuant jurisdictions to the Offer, each exercising holder or subscriber for new Share SDRs will be deemed to have The Offer will not be made to persons who are residents of Australia, Canada, Hong Kong, made, or in some cases, be required to make, certain representations and warranties that will Japan or in any jurisdiction in which such offering would be unlawful. be relied upon by Transcom and SEB Enskilda and others. See Restriction on Sale and Transfer of Subscription Rights, BTAs and new Share SDRs for further information. Transcom reserves Enforcement of civil liabilities the right, in its sole and absolute discretion, to reject any purchase of Subscription Rights, BTAs Transcom is a public limited liability company (Fr. société anonyme) incorporated under the laws and new Share SDRs that it or its agents believe may result in a breach or violation of any law, of Luxembourg, with its registered office at 45, rue des Scillas, L-2529 Luxembourg. A majority rule or regulation. of the members of Transcom’s Board of Directors and management are residents of other coun- tries than the United States and all or a substantial portion of the assets of such persons and of Notice to investors in the United States Transcom are located outside of the United States. As a result, it may not be possible for inves- The Subscription Rights, the BTAs and the new Share SDRs have not been registered and will tors to affect service of process within the United States upon Transcom or such other persons not be registered under the United States Securities Act of 1933, as amended (the “Securities or to enforce against them any judgments obtained in U.S. courts based on the civil liability pro- Act”), or under the securities laws of any state or other jurisdiction of the United States, and may visions of the U.S. securities laws. not be offered, sold, taken up, exercised, resold, delivered or transferred, directly or indirectly, in The United States and Sweden do not currently have a treaty providing for reciprocal recogni- or into the United States at any time, except pursuant to an applicable exemption from, or in a tion and enforcement of judgments rendered in connection with civil and commercial disputes.
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