DISCLAIMER — IMPORTANT INFORMATION
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ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY ZEGONA COMMUNICATIONS PLC (THE “COMPANY” AND, TOGETHER WITH ITS SUBSIDIARIES, THE “GROUP”) IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.
THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY, OR DISTRIBUTED OR DISSEMINATED TO, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, PERSONS RESIDENT OR PHYSICALLY LOCATED IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS), 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 (I) 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 OR (II) OTHERWISE BREACH ANY APPLICABLE LAW OR REGULATION (THE “RESTRICTED TERRITORIES”).
The materials contained on this webpage contain information in respect of the proposed acquisition of Vodafone Holdings Europe S.L.U. ("Vodafone Spain"), placing of new shares of the Company, and the admission and re-admission of all new and existing Company shares (the “Securities”) to the standard listing segment of the Official List and to trading on the Main Market (the "Transaction"). These materials do not constitute an offer to sell, or a solicitation of any offer to purchase or subscribe for, any securities of the Company in any jurisdiction where such offer or solicitation is unlawful.
Any announcements regarding the Transaction that are contained on these pages do not constitute an offering of the Securities. Any offering of the Securities will be contained in a prospectus that contains detailed information about the Company and Vodafone Spain and the offered Securities, including a discussion of risks, the Company's and Vodafone Spain's respective business and relevant financial information.
Viewing this information may be unlawful if you are resident or located in any of 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 applicable 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.
The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under any securities laws of any state or other jurisdiction of the United States. The Securities may not be offered, sold, resold, delivered or otherwise transferred, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US person (as defined under Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws and in a transaction that is subject to the Company's reliance on section 3(c)(7) of the US Investment Company Act of 1940, as amended (the "US Investment Company Act") that does not cause any requirement to register the Company under the US Investment Company Act. The Company has not been and will not be registered under the US Investment Company Act pursuant to the exemption provided by Section 3(c)(7) thereof, and investors will not be entitled to the benefits of the US Investment Company Act. There will be no public offering of the Securities in the United States. The materials contained on this webpage 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 Securities also have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, or the Republic of South Africa. 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, 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 such securities in, the relevant jurisdiction.
The materials are only addressed to, directed at and may only be communicated to persons: (a) in member states of the European Economic Area (“EEA”), who are "qualified investors" within the meaning of Article 2(e) of EU Regulation 2017/1129 as amended (the "EU Prospectus Regulation") ("Qualified Persons"); and (b) if in the United Kingdom, who are “qualified investors” within the meaning of the UK version of the EU Prospectus Regulation which forms part of the law of England and Wales as retained EU law (as defined in and by virtue of the European Union (Withdrawal) Act 2018, as amended or re-enacted from time to time) and who are also persons (i) 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 (as amended) (the "Order"); (ii) falling within Article 49(2)(a) to (d) of the Order; or (iii) to whom the materials may otherwise lawfully be communicated without any further action by the Company (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which these materials relate is available only to, and will be engaged in only with, Relevant Persons if in the United Kingdom, or Qualified Persons, if in a member states of the EEA. Persons who are not Relevant Persons, if in the United Kingdom, or Qualified Persons, if in a member states of the EEA, should not act or rely upon the materials or any of their contents.
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, directly or indirectly, in or into the United States, any other Restricted 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 or into the United States or any other Restricted Territory.
General
The information contained in the materials is not comprehensive and speaks only as of the specified date of such information. All historical information should be understood to speak from the date of its publication and actual results and developments may be materially different from any forward-looking opinion or expectation expressed in the materials. In addition, past performance is no guide to future performance, whether of the Company or its Securities or of Vodafone Spain. Neither the Company nor any of its affiliated companies nor any adviser or financial institution (“advisers”) has, or accepts, any responsibility or duty to update or revise any such information (other than to the extent such duty arises as a matter of law or regulation) and reserves the right to add to, remove or amend any information reproduced on this webpage at any time in whole or in part at its sole discretion.
Except in accordance with applicable securities laws, no reliance may be placed on the information or opinions contained in the materials being made available on this webpage or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein, and 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.
You are responsible for protecting against viruses and other destructive items. Your use of this webpage is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses or other items of a destructive nature.
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(4) are permitted under applicable laws and regulations to access the electronic versions of the materials without being subject to any legal restriction and without any further action required by the Company;
(5) will not transmit or otherwise send or distribute (by any means, including by electronic transmission) any materials contained in this website (either in whole or in part) to any person in, or to publications with a general circulation in, the United States, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Territory; and
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