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TO VIEW THE PRESENTATION, PLEASE CONFIRM YOU HAVE READ THE DISCLAIMER BY CLICKING THE ACCEPT BUTTON AT THE BOTTOM OF THE PAGE
DISCLAIMER
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
Neither this Presentation nor any copy of it may be (a) taken or transmitted into the United States of America, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which it would be unlawful to do so or their territories or possessions; or (b) distributed to any individual outside the United States of America, Australia, Canada, Japan or the Republic of South Africa who is a resident thereof or who is a resident of any other jurisdiction in which it would be unlawful to take or transmit this Presentation in any such case for the purpose of offer for sale or solicitation or invitation to buy or subscribe any securities or in the context where its distribution may be construed as such offer, solicitation or invitation, in any such case except in compliance with any applicable exemption. The distribution of this Presentation in or to persons subject to other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The information contained in this confidential document relating to Tertre Rouge Assets plc (the “Company“) has been prepared by the Company. By reading the information contained in this Presentation and this notice, the recipient agrees to be bound by the following limitations and obligations. For the purposes of this document, the “Presentation” shall mean and include this document, the slides that follow, the oral briefing provided by the Company in connection with the information herein, the question and answer session that follows that oral presentation, hard copies of this document and any materials distributed at, or in connection with the Presentation or otherwise made available in connection with the Company (“Presentation Materials“).
This Presentation is not an approved prospectus or other equivalent offering document under the securities laws of any jurisdiction. This Presentation and its contents have been approved (for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (“FSMA“)) by Oberon Investments Limited of 1st Floor 12 Hornsby Square, Southfields Business Park, Basildon, Essex SS15 6SD (authorised and regulated by the UK Financial Conduct Authority (“FCA“) with Firm Reference Number 124885). Reliance on this Presentation for the purposes of engaging in any investment activity may expose an individual to a significant risk of losing all the assets invested.
The information contained in this Presentation is being supplied to a very limited number of persons for information purposes only. This Presentation is not an offer to sell or invitation or solicitation of any offer to acquire securities of the Company, nor does it form a prospectus nor does it constitute, and the Company is not making, an offer of transferable securities to the public within the meaning of sections 85(1) and 102B of FSMA. It shall not form the basis of, or be relied on in connection with, or act as invitation or inducement to enter into, any contract or commitment whatsoever. No offer of securities is being or will be made in circumstances which would require a prospectus or similar document to be approved.
The Presentation is strictly confidential, is being supplied to you solely for your information and may not be distributed or re-distributed (including to the press) or passed to any other person, may not be copied in any form and may not be published, in whole or in part, for any purpose. Failure to comply with this restriction may, inter alia, constitute a violation of applicable securities laws by the original recipient. Certain information contained in the Presentation is non-public, proprietary and highly confidential. Accordingly, by accepting and using this document, you will be deemed to agree not to disclose any information contained in the Presentation except as may be required by law.
The Presentation Materials may contain unpublished price sensitive information with regard to the Company and/or its securities. Recipients of the Presentation Materials should not deal or encourage any other any other person to deal in the securities of the Company whilst they remain in possession of such unpublished price sensitive information and until the transaction described in the Presentation Materials is announced. Dealing in securities of the Company when in possession of unpublished price sensitive information could result in liability under the insider dealing restrictions set out in the Criminal Justice Act 1993. This document may contain information which is not generally available, but which, if available, would or would be likely to be regarded as relevant when deciding the terms on which transactions in the shares of the Company should be effected. Unreasonable behaviour based on such information could result in liability under the market abuse provisions of FSMA.
Investors resident in the UK. This Presentation is directed at, and is only being made available to, persons in the United Kingdom who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation (Regulation 2017/1129) as applicable in the United Kingdom and as amended by the Prospectus (Amendment etc) (EU Exit) Regulations 2019 (SI2019/1234) and who are (a) persons who have professional experience in matters relating to investments and who fall within the category of person set out in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“) or (b) persons to whom Article 49(2) of the Order applies, being high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees as described in Article 49 of the Order. Persons who do not fall within one of the categories of persons described above should not rely on this Presentation nor take any action upon it, and should return it to the Company immediately.
By accepting or electronically accessing this Presentation, the recipient represents, warrants and undertakes to the Company that they (a) are a person who falls within the above description of persons entitled to receive the Presentation (b) will not forward the Presentation to any other person, or reproduce or publish this document, in whole or in part, for any purpose and (c) have read and agree to comply with the contents of this notice. The recipient further agrees to return to the Company, upon request, all documents and other material held by it relating to the project referred to in the Presentation.
Persons falling within one of the categories of persons described above must comply with the terms of this disclaimer and they will conduct their own analyses or other verification of the data set out in this presentation and bear the responsibility for all or any costs incurred in doing so.
Investors Resident in the European Economic Area (“EEA”). The Presentation Materials are only being made available in the EEA to persons that are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (“Qualified Investors“).
Any investment or investment activity to which this Presentation relates is available only to Qualified Investors in the EEA and will be engaged in only with Qualified Investors in the EEA. Each recipient is deemed to confirm, represent and warrant to the Company that they are a Qualified Investor if in the EEA. Persons who are not Qualified Investors if in the EEA must not attend or receive this Presentation. No person may rely on or act upon the matters communicated in this Presentation. Any person who is not a Qualified Investor in the EEA who has received this Presentation or any document forming part of this Presentation must return or destroy them immediately.
Investors Resident in the United States. Neither the Presentation Materials nor their delivery to any person constitutes part of any offer to sell or solicitation of any offer to buy any securities of the Company in the United States, nor shall it or any part of it form the basis of or be relied on in any connection with any contract or commitment. Any securities in the Company, when and if offered for sale in the United States, will be offered only in a private placement to persons who qualify as “accredited investors” as defined by Rule 501 of Regulation D under the United States Securities Act of 1933, as amended, and only on the basis of representations and warranties, if any, contained in the definitive documentation with respect to any such transaction. Any investors in such an offering will be required to make representations regarding such status and to acknowledge that none of the securities will be registered under the Securities Act and that any securities issued by the Company cannot be resold absent registration or the availability of an exemption therefrom.
Third party sources. Certain of the information contained in this Presentation has been obtained from published sources prepared by other parties. Certain other information has been extracted from unpublished sources prepared by other parties which have been made available to the Company. The information contained in the Presentation, which does not purport to be comprehensive, has been provided by the Company’s management and has not been verified as to its accuracy, completeness or otherwise by the Company, by any of the Company’s advisers or by any of their respective shareholders, directors, advisers, agents or affiliates. It may be subject to updating, completion, revision and/or amendment and such information may change materially at any time without further notice.
Forward-looking statements. This Presentation may contain forward-looking statements that involve substantial risks and uncertainties, and actual results and developments may differ materially from those expressed or implied by these statements. Forward-looking statements are identified by, amongst other things, the use of such terms as “anticipate”, “assumes”, “believe”, “could”, “envisage”, “estimate”, “expect”, “forecast”, “potential”, “intend”, “may”, “plan”, “should”, “will” or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are statements, which are intended as a guide only, regarding the Company’s intentions, beliefs or current expectations concerning, among other things, the Company’s results of operations, financial condition, prospects, growth, strategies and the industry in which the Company operates. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other important factors that relate to events and depend on circumstances that may or may not occur in the future and/or which are beyond the control of the Company (including, but not limited to, future market conditions, legislative and regulatory changes, the actions of governmental regulators, changes in the political, social, regulatory and/or economic framework in which the Company operates). These forward-looking statements are not guarantees of future performance of the Company and reflect assumptions and subjective judgements by the Company that are difficult to predict, qualify and/or quantify. These forward-looking statements speak only as of the date of this Presentation and the Company does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Presentation.
No representation or warranty is given as to the achievement or reasonableness of any projections, estimates, prospects or returns or any other forward-looking statements. No representation or warranty is made or assurance given that the statements, projections and forecasts contained in this Presentation will be borne out in practice or that the Company will perform as projected and the Company does not assume responsibility for verifying any of such statements, projections or forecasts. Neither the Company nor any persons shall be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement in or omission from this Presentation. The Company does not undertake or agree to any obligation to provide the recipient with access to any additional information or to update this Presentation or any additional information or to correct any inaccuracies in it, or omissions from it, which may become apparent.
Information. Oberon Investments Limited (“Oberon“) are acting in the provision of corporate finance business to the Company, within the meaning of the FCA’s Conduct of Business Sourcebook (“COBS“), and no-one else in connection with the matters contained in this Presentation. Accordingly, recipients should note that Oberon are neither advising nor treating as a client any other person and will not be responsible to anyone other than the Company for providing the protections afforded to clients of it under the COBS nor for providing advice in relation to the matters contained in this Presentation.
The contents of this Presentation has been approved by Oberon for the purposes of section 21 of FSMA. Notwithstanding the foregoing, the Company, Oberon, and their respective shareholders, directors, officers, agents, employees or advisers or any other person do not give, have not given, will not give and do not have authority to give, any representations or warranties (express or implied) as to, or in relation to, the accuracy, reliability, fairness, sufficiency or completeness of the information or opinions in this Presentation, or any revision thereof, or of any other written or oral information made or to be made available to any interested party or its advisers (all such information being referred to as “Information“) and liability therefor is expressly disclaimed. Accordingly, the Company, Oberon, and their respective shareholders, directors, officers, agents, employees or advisers or any other person do not take any responsibility for, nor will they accept any liability whether direct or indirect, express or implied, contractual, tortuous, statutory or otherwise, save in the case of fraud, in respect of the accuracy, reliability, fairness, sufficiency or completeness of the Information or for any of the opinions contained herein or for any errors, omissions or misstatements, negligent or otherwise, or for any direct, indirect or consequential loss or damage suffered by any person, howsoever arising, from the use of this Presentation. Each recipient must conduct its own independent investigation and analysis of the Company and of the information contained in this Presentation, and obtain separate and independent verification of information and opinions contained in this Presentation as part of their own due diligence, and bear all the costs of doing so.
This Presentation is being delivered to interested parties for information only and upon the express understanding that such recipients will use it only for the purpose set out above. Neither the issue of this Presentation nor any part of its contents is to be taken as any form of commitment on the part of the Company to proceed with any transaction and the right is reserved to terminate any discussions or negotiations with any prospective investors. In no circumstances will the Company be responsible for any costs, losses or expenses incurred in connection with any appraisal or investigation of the Company.
Experience. The Company is relying on your experience in assessing the business and affairs of companies similar to the Company based on its classification of you falling within the first sub-paragraph under the heading “Investors resident in the UK” above.
Timetable. The Company reserves the right without any notice or liability to the recipient of this Presentation or its advisers to: (i) change any of the procedures, timetable or requirements or terminate negotiations at any time prior to the signing of any binding agreement with investors; (ii) provide different information or access to information to different persons; (iii) agree variations to the property, rights and liabilities comprised in the Company; and (iv) negotiate at the same time with more than one person. In no circumstances will the Company be responsible for any costs, losses or expenses incurred in connection with any appraisal or investigation of the Company. This Presentation should not be considered a recommendation by the Company or any of its affiliates in relation to any prospective acquisition of shares in the Company.
If you are in any doubt about the investment to which this Presentation relates, you should consult a person authorised by the FCA or other professional adviser who specialises in advising on securities of the kind described in this document.
