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Basis of Access and Responsibility
These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of the Company (the “Securities“) in any Restricted Jurisdiction. Potential users of this information are requested to inform themselves about and to observe any such restrictions.
The Securities have not and will not 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, or to conduct a public offering of any securities in the United States. The Securities may not be offered, sold, resold, pledge, delivered or transferred, directly or indirectly, into or within the United States without registration 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 in accordance with any applicable securities laws of any state or other jurisdiction of the United States. Any failure to comply with the foregoing restrictions may constitute a violation of US securities laws. The Company will not be registered in the United States as an investment company under the U.S. Investment Company Act of 1940.
In the United Kingdom, the Information and any other materials in relation to the Securities is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (as defined in Article 2(e) of the UK Prospectus Regulation) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in 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; or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being refer red to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it. The expression “UK Prospectus Regulation” means the UK version of Regulation (EU) 2017/1129, which forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area (each a Relevant Member State), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in Article 2(e) of the Prospectus Regulation or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purpose of this paragraph, the expression “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to purchase or subscribe for the Securities and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 and includes any relevant delegated regulations.
No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.
The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.
The information contained on this website speaks only at the date of the relevant document or announcement reproduced on this website, and neither the Company nor any of its affiliated companies, has, or accepts any responsibility or duty to update any such information, document or announcement and reserves the right to add to, remove or amend any information reproduced on this website at any time. Neither the Company, nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of any information contained on any other website that may be linked to this website by a third party.
These materials may include statements, including the Company’s financial and operational medium-term objectives that are, or may be deemed to be, ”forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ”believes”, “aims”, “forecasts”, “continues”, ”estimates”, ”plans”, ”projects”, ”anticipates”, ”expects”, ”intends”, ”may”, ”will” or ”should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
Each of the Company and J.P. Morgan Securities plc (the “Underwriter”) and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in these materials whether as a result of new information, future developments or otherwise.
Any investor should seek advice from an independent financial adviser as to the suitability of any action in connection with the Securities. Any such investor should take no action based on the information available in this website. Any investor action required in connection with the Securities will be set out in documents sent to or made available to them and any decision made by such investors should be made solely on the basis of information provided in those documents.
The Underwriter is acting exclusively for the Company and no one else in connection with any offering of Securities. It will not regard any other person as its clients in relation to any offering of Securities and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to any offering of Securities, the contents of these materials or any transaction, arrangement or other matter referred to herein.
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