The following materials are not directed at or to be accessed by persons located in the United States (except for “qualified institutional buyers” within the meaning of the U.S. Securities Act of 1993, as amended (the “U.S. Securities Act”)), Australia, Canada or Japan.
These 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 or Japan or in any other jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation.
The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act, and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities in the United States.
In the United Kingdom the following materials are only directed at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on the materials or any of their contents.
In relation to each member state of the European Economic Area other than Germany and Luxembourg (each a “Relevant Member State”) and in relation to Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the “Prospectus Regulation”), an offer to the public of the securities has not been made and will not be made in such Relevant Member State, except that an offer to the public in such Relevant Member State of any securities may be made at any time under the following exemptions from the Prospectus Regulation:
- to any legal entity which is a “qualified investor” as defined in Article 2(e) of the Prospectus Regulation,
- to fewer than 150 natural or legal persons (other than qualified investors as defined in Article 2(e) of the Prospectus Regulation) per Relevant Member State, or
- in any circumstances falling within Article 1(4) or Article 3(2) of the Prospectus Regulation,
provided that no such offer shall result in a requirement to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.
For the purposes of this provision, the expression an “offer to the public” in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Relevant Member State by any measure.
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Basis of access
Access to electronic versions of these materials is being made available on this webpage by Adler Group S.A. (Adler Group) in good faith and for information purposes only. Making press announcements and other documents available in electronic format on this webpage does not constitute an offer to sell or the solicitation of an offer to buy securities issued by Adler Group. Further, it does not constitute a recommendation by Adler Group, or any other party to buy or sell securities issued by Adler Group.
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