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ACCESS TO THE INFORMATION AND DOCUMENTS ON THIS PORTION OF THE WEBSITE IS RESTRICTED FOR REGULATORY REASONS. YOU ARE REQUESTED TO REVIEW THE FOLLOWING INFORMATION AND MAKE THE FOLLOWING CONFIRMATION EACH TIME YOU SEEK TO ACCESS THIS RESTRICTED INFORMATION. YOUR CONFIRMATION MUST BE TRUE AND ACCURATE.
ELECTRONIC VERSIONS OF THE MATERIALS (THE "MATERIALS") YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY INVESTCORP CAPITAL PLC (THE "COMPANY") IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.
THE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS IN THE UNITED STATES OF AMERICA OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENCING WITHIN SUCH JURISDICTION. THE MATERIALS MAY NOT BE RECORDED OR REPRODUCED IN ANY FORM, FURTHER DISTRIBUTED OR PASSED ON, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON, OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS.
IMPORTANT: You must read the following notice carefully – it applies to all persons who access this website. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. If you access the 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 the Materials.
Overseas persons
Viewing the information in the Materials may be restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view the Materials.
The Materials are for information purposes only and do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States of America, Australia, Canada, Japan, South Africa or in any jurisdiction in which such offers or sales are unlawful. 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 of America, Australia, Canada, Japan or South Afica. 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 United States of America, Australia, Canada, Japan, South Africa or any other jurisdiction 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 of America.
The materials are only addressed to and directed at persons in the United Kingdom who are "qualified investors" as defined under Article 2(e) of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 as amended (the "CISO"), (ii) are high net worth entities falling within Article 49(2)(a) to (2)(d) of the Order or Article 22(2) of the CISO, and/or (iii) are otherwise persons to whom it may be lawfully communicated (all being "Relevant Persons"). Any investment or investment activity to which the materials relate is available only to Relevant Persons in the United Kingdom and will only be engaged with such persons.
United Arab Emirates (excluding the ADGM and the DIFC)
The Materials are only addressed to and directed at persons who are outside the United Arab Emirates, who are a "professional investor" within the meaning of Chairman of the SCA Board of Directors Decision No. (13/RM) of 2021 Concerning the Financial Activities Rule Book and Mechanism of Adjustment (the "SCA Regulations"), who have been invited and authorised by Emirates NBD Capital PSC, First Abu Dhabi Bank PJSC, Goldman Sachs International, HSBC Bank Middle East Limited and Citigroup Global Markets Limited (each a "Bank") (as the case may be) to access the Materials or who have approached a Bank in connection with the offering on a reverse solicitation basis, documented by the relevant Bank, in accordance with the SCA Regulations.
Abu Dhabi Global Market
The Materials relate to an Exempt Offer in accordance with the Market Rules of the Abu Dhabi Global Market ("ADGM"). The securities to which the Materials relate have not been offered and will not be offered to any persons in the ADGM except on the basis that an offer is: (a) an "Exempt Offer" in accordance with ADGM Financial Services and Markets Regulations 2015, as amended (the "FSMR") and the Markets Rules of the ADGM Financial Services Regulatory Authority; and (b) only addressed to and directed at persons who are Authorised Persons or Recognised Bodies (as such terms are defined in the FSMR) or persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 18 of FSMR) in connection with the issue or sale of securities may otherwise lawfully be communicated or caused to be communicated ("ADGM Relevant Persons"). Any investment or investment activity to which the Materials relates is available only to ADGM Relevant Persons and will be engaged in only with ADGM Relevant Persons. The Materials must not, therefore, be delivered to, or relied on by, any other person.
The securities to which the Materials relate may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities should conduct their own due diligence on the shares. If you do not understand the contents of the Materials you should consult an authorised financial advisor.
Dubai International Financial Centre
The Materials relate to an Exempt Offer in accordance with the Market Rules module of the Dubai Financial Services Authority ("DFSA") Rulebook. The securities to which the Materials relate have not been offered and will not be offered to any persons in the Dubai International Financial Centre except on the basis that an offer is: (a) an "Exempt Offer" in accordance with the Markets Rules Module of the DFSA Rulebook; and (b) made only to persons who meet the "Deemed Professional Client" criteria set out in the DFSA Rulebook, Conduct of Business Module, who are not natural persons ("DIFC Relevant Persons").
Basis of access
Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy any securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities in the Company.
Unless otherwise determined by the Company and permitted by applicable law and regulation, copies of the Materials are not being, and must not be, released or otherwise forwarded, distributed or sent in or into the United States of America, Australia, Canada, Japan, South Africa or any other jurisdiction in which offers or sales are unlawful and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in or into the foregoing countries. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.
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The materials must not be, released or otherwise forwarded, distributed or sent in or into the United States of America, Australia, Canada, Japan, South Africa or any jurisdiction in which such offers or sales are unlawful. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States of America, Australia, Canada, Japan or South Africa.
General
The information contained in the 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. No reliance may be placed for any purpose whatsoever on the information or opinions contained in the 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 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 assume no responsibility to you or any third party for the consequences of any errors or omissions. Neither the Company nor its advisers 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. The Company accepts no responsibility for any contravention of applicable securities laws and regulations by persons as a result of false information provided by such persons.
Certain information in the Materials is of a historical nature and may be out of date. All historical information should be understood to speak from the date of its publication. Actual results and developments may be materially different from any opinion or expectation expressed in the Materials. In addition, past performance is no guide to future performance, whether of the Company or its securities.
Certain statements contained in the Materials available on this part of the website constitute forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in the Materials that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document.
The Materials have been made available to you in an electronic form. You are reminded that materials transmitted via this website may be altered or changed during the process of electronic transmission and consequently the Company does not accept 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 the Materials, you consent to receiving it in electronic form.
You are responsible for protecting against viruses and other destructive items. Your receipt of the 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.
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We regret that, due to regulatory restrictions, we are unable to provide you with access to this section of our website.
