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The materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction in which such offers or sales are unlawful (the “Restricted Jurisdictions”). Any securities issued in connection with an offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Restricted Jurisdictions if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of Securities in the United States.
The materials are only addressed to and directed at persons in member states of the European Economic Area and in the United Kingdom (i) who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (“Qualified Investors”) and (ii) investors participating through www.PrimaryBid.com subject to the exemption set out in section 86(1)(e) of the Financial Services and Market Act 2000 (“Retail Investors”). Any investment or investment activity to which this document relates is available only to Qualified Investors and Retail Investors in any member state of the European Economic Area and in the United Kingdom, and will only be engaged with such persons.
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IMPORTANT INFORMATION
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Certifications
“We are a “qualified institutional buyer” (a “QIB”) as defined in Rule 144A (“Rule 144A”) under the US Securities Act of 1933, as amended (the “U.S. Securities Act”). Further, if we are acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a QIB, (b) we have investment discretion with respect to each account, and (c) we have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.”
“We acknowledge that the materials relate to a transaction that is not subject to, or is only available in the United States pursuant to an exemption from, the registration requirements of the U.S. Securities Act.”
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