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ACCESS TO THE INFORMATION AND DOCUMENTS ON THIS PORTION OF THE WEBSITE MAY BE 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. PLEASE NOTE THE DISCLAIMER SET OUT BELOW MAY BE ALTERED OR UPDATED. YOU SHOULD READ IT IN FULL EACH TIME YOU VISIT THE SITE.
ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY CIRSA ENTERPRISES, S.A. (“CIRSA”) IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.
THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, AND ARE NOT INTENDED TO BE ACCESSIBLE BY PERSONS IN THE UNITED STATES 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 are for information purposes only and do not constitute or form a part of any offer of securities for sale or solicitation of an offer to purchase or subscribe for securities in any jurisdiction in which such offers or sale are unlawful, including in Australia, Canada, Japan, South Africa or the United States (the Restricted Jurisdictions). Any shares offered in connection with an offering of securities issued by CIRSA (the Securities) have not been and will not be registered under the US Securities Act of 1933, as amended (the US Securities Act) and may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. Accordingly, the materials are only addressed to and directed at persons that are (i) “qualified institutional buyers” (QIBs) within the meaning of Rule 144A under the US Securities Act, or (ii) not “U.S. persons” who are located outside the United States in accordance with Regulation S under the US Securities Act. Further, the Securities referred to herein and on the pages that follow will not be registered and may not be offered or sold under any applicable securities laws of any state, province, territory, county or jurisdiction of the Restricted Jurisdictions.
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 Restricted Jurisdictions 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.
Any offer of Securities in any member state of the European Economic Area (each, an EEA Member State) will be made pursuant to an exemption under Regulation (EU) 2017/1129 as amended (the Prospectus Regulation) from the requirement to publish a prospectus for offers of shares. As a consequence, the Securities may only be offered and sold in any EEA Member State pursuant to an exemption under the Prospectus Regulation. In any EEA Member State, the materials are only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (Qualified Investors).
Any offer of Securities in the United Kingdom will be made pursuant to an exemption under the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the UK Prospectus Regulation) from the requirement to publish a prospectus for offers of shares. As a consequence, the Securities may only be offered and sold in the United Kingdom pursuant to an exemption under the UK Prospectus Regulation. In the United Kingdom, the materials are being distributed only to, and are directed only at, “qualified investors” within the meaning of Regulation 2(e) of the UK Prospectus Regulation, who are also persons: (i) who have professional experience in matters relating to investments falling 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); (ii) falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order; or (iii) 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 are available only to Qualified Investors in EEA Member States and Relevant Persons in the United Kingdom, and will only be engaged with such persons. Persons in (i) EEA Member States who are not Qualified Investors or (ii) the United Kingdom who are not Relevant Persons should not act or rely on this document or any of its contents.
Access to the information and documents contained on this portion of the website may be illegal in certain jurisdictions, and only certain categories of persons may be authorised to access such information and documents. All persons who wish to have access to the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website or require registration or approval for any acquisition of Securities by them. CIRSA assumes no responsibility if there is a violation of applicable law and regulations by any person.
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 any Restricted Jurisdictions. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from any Restricted Jurisdictions.
Making press announcements and other documents available in electronic format does not constitute any form of advice or recommendation, including but not limited to investment, tax, legal or other advice by CIRSA or any other party to sell or buy securities in CIRSA, and should not be relied upon as the basis for any decision or action.
These 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 CIRSA 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 these materials, you consent to receiving them in electronic form. The reproduction of the electronic versions of these materials in any manner whatsoever, is strictly forbidden.
You are responsible for protecting against viruses and other destructive items. Your receipt of these 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.
CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER
I warrant and certify that:
- I am either (a) a QIB, or (b) not a “U.S. person” and I am located outside the United States;
- I am resident and located outside Australia, Canada, Japan, South Africa or any jurisdiction in which accessing these materials is unlawful or that requires registration or approval for any purchases of securities;
- If I am located in an EEA Member State, I am a Qualified Investor;
- If I am located in the United Kingdom, I am a Relevant Person;
- Irrespective of where I am resident, I am able to receive the information and documents contained on this portion of the website without contravention of any applicable legal or regulatory restrictions and without any further action required by CIRSA; and
- I will not forward, transfer, transmit or otherwise send (by any means including by electronic transmission) any materials contained in this website to any person in any Restricted Jurisdictions.
I have read and understood the disclaimer set out above and agree to comply with all of the restrictions set forth above. I understand that it may affect my rights and I agree to be bound by its terms. I understand that breach of these conditions, warranties and agreements could mean that I am in breach of applicable laws or regulations. I confirm that I am permitted to proceed to electronic versions of the materials, under applicable law and regulation.
