DISCLAIMER — IMPORTANT
ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY ZEGONA COMMUNICATIONS PLC (THE “COMPANY”) IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS IN THE UNITED STATES OR US PERSONS OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF 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.
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, the Republic of South Africa or in any jurisdiction in which such offers or sales are unlawful (the "Excluded Territories").
The shares of the Company referred to on this website (the "Shares") have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Australia, Canada, Japan, or the Republic of South Africa. Accordingly, unless an exemption under relevant securities laws is applicable, the Shares may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the Securities Act), Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of the Shares in, the relevant jurisdiction. There is no intention to register any Shares referred to herein in the United States and there will be no public offer of the Shares in the United States or any other Excluded Territories.
Any Shares issued in connection with an offering are being offered and sold (i) outside the United States to non-US Persons in "offshore transactions" as defined in, and in reliance on, Regulation S under the Securities Act and (ii) in the United States or to US Persons (as defined in Regulation S under the Securities Act), in private placements only to "qualified institutional buyers" (“Qualified Institutional Buyer”) as defined in Rule 144A under the Securities Act that are also "qualified purchasers" (“Qualified Purchaser”) as defined in Section 2(a)(51) of the US Investment Company Act of 1940, as amended (the “Investment Company Act”), in transactions exempt from or not subject to the registration requirements of the Securities Act.
The Shares have also not been and will also not be offered under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in Australia, Canada, Japan or the Republic of South Africa. There will be no public offer of the Shares in Australia, Canada, Japan or the Republic of South Africa. Potential users of this information are requested to inform themselves about and to observe any such restrictions.
The materials are only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). In addition, in the United Kingdom, these materials are directed solely at: (i) Qualified Investors who are persons who 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"); (ii) who are high net worth entities falling within Article 49 of the Order; or (iii) other persons to whom it may otherwise lawfully be 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 of the European Economic Area other than the United Kingdom, and will only be engaged with such persons.
Access to the information and documents contained on the following websites may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage. These materials must not be released or otherwise forwarded, distributed or sent in or into the United States, any other Excluded Territory 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 or any other Excluded Territory.
The contents of this website are not to be incorporated into, or construed to form part of, any of the documents included herein. Except as otherwise explicitly stated herein as applicable to them, no information included on this website should be used by investors in forming their investment decision as to an investment in the Shares.
Confirmation of understanding and acceptance of disclaimer
By clicking on the "Agree" button, you represent, warrant, and agree that you (1) have read and understood the information that is set out above and below; (2) you agree to be bound by its terms; (3) you will not print, copy, videotape, record, hyperlink, forward or otherwise attempt to reproduce or re-transmit (in any form, including hard copy or electronic distribution format) the contents of these materials; (4) you are either (x) both a Qualified Institutional Buyer within the meaning of Rule 144A of the Securities Act and a Qualified Purchaser within the meaning of Section 2(a)(51) of the United States Investment Company Act of 1940, as amended, acting for your own account or for the account of another Qualified Institutional Buyer that is also a Qualified Purchaser, or (y) outside the United States and not, nor acting for the account or benefit of, a “US Person” (as defined in Regulation S under the Securities Act); (5) you are permitted under applicable laws and regulations to receive the information contained in the pages that follow without being subject to any legal restriction and without any further action required by the Company; and (6) you agree that you will not transmit or otherwise send any materials contained in this website to any person in the United States, Australia, Canada, Japan, the Republic of South Africa or any other territory where to do so would breach applicable local law or regulation or to publications with a general circulation in the United States.
You understand and agree that the Company will be relying on Section 3(c)(7) of the Investment Company Act. Accordingly, you further represent and agree on your own behalf and on behalf of any customer account for which you are acting in connection with the Shares as fiduciary or agent that, whether or not you (or such customer) purchase Shares in the primary offering referred to below, if you (or such customer) purchase Shares during the 40-day period after the Shares are first listed on the London Stock Exchange, then: (i) at the time of such purchase you (or such customer, as the case may be) either (x) will not be a US Person and will be located outside the United States (within the meaning of Regulation S), or (y) will be both a Qualified Institutional Buyer and a Qualified Purchaser; (ii) such Shares so purchased will be offered, resold, pledged or otherwise transferred only outside the United States to a purchaser not known by it to be a US Person (as defined under Regulation S) (by pre-arrangement or otherwise) and in an offshore transaction complying with the provisions of Rule 904 of Regulation S; (iii) you shall sign and return a Purchaser Letter in the form provided to you confirming certain deemed representations and agreements, including but not limited to those set forth in this disclaimer; and (iv) you acknowledge that the Company has the right to force the resale of Shares purchased within such 40-day period if the Purchaser Letter is not delivered.
I have read and understood the disclaimer set out above. I understand that it may affect my rights and I agree to be bound by its terms. By clicking on the "I Accept" button, I confirm that I am permitted to proceed to electronic versions of the materials.
