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These Materials do not constitute an offer to issue or sell or the solicitation of an offer to subscribe for or buy securities in the Company. Furthermore, these Materials do not constitute a recommendation to subscribe for or buy securities in the Company.
IMPORTANT: You must read the following notice carefully – it applies to all persons who access this website. Please note that the Company reserves the right to alter or update this notice at any time. You should read it in full each time you visit the website. In addition, these Materials may be amended at any time, in whole or in part, at the sole discretion of the Company. If you access these Materials on this website, you agree to be bound by the terms and conditions below. If you do not agree to the terms and conditions, do not access this website or view any of these Materials.
Viewing the Materials may be unlawful if you are resident or located in certain jurisdictions, including the United States, Australia, Canada, Japan and South Africa or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction or otherwise require the Company to comply with any registration or qualification requirement or other procedural formality or regulatory requirement that the Company regards as unduly onerous (the “Restricted Territories”). In certain jurisdictions, including the Restricted Territories, only certain categories of persons may be allowed to view such materials.
The Materials are not for release, publication or distribution, in whole or in part, directly or indirectly, in the Restricted Territories. All persons who wish to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any legal or regulatory requirements applicable in their jurisdiction. It is your responsibility to satisfy yourself as to the full observance of any such legal and regulatory requirements. If any such prohibition applies or you are in any doubt as to whether any such prohibition applies, please exit this webpage. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States or any other Restricted Territory.
None of the securities of the Company or any of its subsidiaries (the “Securities”) have been or will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any State or other jurisdiction of the United States. The Securities cannot be offered, sold, resold, delivered or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable securities laws of any State or other jurisdiction of the United States. There will be no public offering of the Securities in the United States. The Materials do not constitute an offer to sell, or a solicitation of any offer to purchase or subscribe for, any Securities in the United States. The Company assumes no responsibility for any violation of applicable law or regulation by any person.
The Securities have also not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, South Africa or any other Restricted Territory. 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 Australia, Canada, Japan, South Africa or any other Restricted Territory if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction.
These Materials are only addressed to and directed at persons in member states of the European Economic Area ("Member States") who are “qualified investors” within the meaning of Article 2(e) of the EU Prospectus Regulation (Regulation (EU) 2017/1129), as amended (“Qualified Investors”). In the United Kingdom, these Materials are being distributed only to, and are directed only at, persons who are “qualified investors” within the meaning of Article 2(e) of the UK version of the Prospectus Regulation (Regulation (EU) 2017/1129), as amended, as it forms part of assimilated law by virtue of the European Union (Withdrawal) Act 2018 who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; (iii) members of Retail Book Limited’s partner network of investment platforms, retail brokers and wealth managers, to the extent that they participate as intermediaries in any possible initial public offering of the Company’s ordinary shares for onward distribution to retail investors resident in the United Kingdom only; and (iv) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which these Materials relate is available only to Relevant Persons in the United Kingdom and Qualified Investors in any Member State, and will only be engaged with such persons. Persons who are not Relevant Persons (in the United Kingdom) or Qualified Investors (in Member States) should not act or rely on these Materials or any of its contents.
General
The information contained in these Materials is not comprehensive. Although care has been taken in the preparation of the information, not all such information may be accurate and up to date in all respects and the Company accepts no responsibility to update the information contained in this website. Except in accordance with applicable securities laws, no reliance may be placed on the information or opinions contained in these Materials or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein. All information is provided without any warranties of any kind and the Company and its advisers and agents make no representations and disclaim all express and implied warranties and conditions of any kind, including, without limitation, representations, warranties or conditions regarding accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose and the Company and its advisers and agents assume no responsibility to you or any third party for the consequences of any errors or omissions. Neither the Company nor its advisers or agents accept any liability for any direct or indirect or consequential loss or damages of any kind resulting from any use of this website or any information contained in it. Neither the Company nor its advisors or agents accepts any responsibility for any contravention of applicable securities laws and regulations by persons as a result of false information provided by such persons. Neither the Company nor its advisers or agents have reviewed, and no such person is or shall be responsible for or accepts any liability is respect of, any information contained on any other website which may be linked to or from this website.
Certain information in these Materials is of a historical nature and may be out of date. All historical information should be understood to speak as at the date of its publication. These Materials may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of the Company and its group. All statements other than statements of a historical nature are, or may be deemed to be, forward-looking statements. There are a number of factors that could affect the future operations of the Company and its group. All forward-looking statements contained in these Materials are expressly qualified in their entirety by the cautionary statements contained or referred to in this notice and in the Materials. Readers should not place undue reliance on forward-looking statements. Each forward-looking statement should be understood to speak as at the specified date of the relevant document within which the statement is contained. Actual results and developments may be materially different from any opinion or expectation expressed in these Materials. In addition, past performance is no guide to future performance.
These Materials have been made available to you in an electronic form. You should not mail, forward, distribute, send or share the information or Materials on this website to any person. You are reminded that materials transmitted via this website may be altered or changed during the process of electronic transmission and consequently neither the Company nor its advisers or agents accepts any liability or responsibility whatsoever in respect of any difference between the materials distributed to you in electronic format and any hard copy version. By accessing these Materials, you consent to receiving it in electronic form.
You are responsible for protecting against viruses and other destructive items. Your receipt of these Materials via electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.
If you are in any doubt about the contents of this website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
This website contains Materials that have been prepared for the purposes of complying with the laws of England and Wales and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdictions outside of England and Wales.
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