TERMS OF ACCESS TO INFORMATION IN CONNECTION WITH THE PROPOSED ACQUISITION OF DOMINIUM S.A., RE-ADMISSION OF THE ENLARGED COMPANY’S ISSUED SHARE CAPITAL TO TRADING ON AIM (A MARKET OPERATED BY THE LONDON STOCK EXCHANGE PLC), PLACING AND SUBSCRIPTION OF ORDINARY SHARES IN THE CAPITAL OF THE COMPANY AND CERTAIN ASSOCIATED MATTERS (TOGETHER THE “PROPOSALS”)
ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY THE COMPANY IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY AND ARE SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES OR RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA, OR PERSONS IN ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH OR CONSTITUTE A VIOLATION OF ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION.
Basis of access
This information is being made available in good faith and for information purposes only. Any person seeking access to this information represents and warrants to the Company that they are doing so for information purposes only and they agree to be bound by the terms and conditions set out below. If you do not agree to the terms and conditions, do not access this site.
Please note that this information as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the Company’s website. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of the Company. For regulatory reasons, the Company must ensure that persons seeking to access this part of the Company’s website are made aware of the appropriate regulations for the country which they are in. To allow you to view the information contained herein, you have to read the following then press “I agree”. If you are unable to agree, you should press “I disagree” and you will not be able to view the information.
Certain information on this website is of a historical nature and may now be out of date. All documents should be understood as speaking only at the specified date of the relevant document. Except as required by the Financial Conduct Authority, London Stock Exchange plc or applicable law, the Company has, and accepts, no responsibility or duty to update such documents.
Access to the information
This notice applies to all persons who view this part of the Company’s website and, depending upon who you are and where you live, it may affect your rights or responsibilities. The distribution of the information contained herein in or into any jurisdiction other than the United Kingdom may be restricted by law and therefore persons who are subject to the laws of any jurisdiction other than the United Kingdom are required by the Company to inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of such jurisdictions.
The following information is not intended for, and is not to be made available to, persons in the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa (the “Restricted Jurisdictions”) or in any other jurisdiction if to do so would constitute a violation of the relevant laws of, or requires registration thereunder in, such jurisdiction. There will be no public offer of securities in a Restricted Jurisdiction; and the information on this website does not constitute an offer to sell or subscribe or a solicitation of an offer to purchase or subscribe for any securities, in the Restricted Jurisdictions or in any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereunder in, such jurisdiction. Any offering of securities will be contained in a circular, prospectus or similar document, prepared by the Company for that purpose which will contain detailed information about the issuer and the offered securities, including a discussion of risks, the issuer’s business and relevant financial information.
Any persons who wish to view these materials must first satisfy themselves that they are not subject to any local or regulatory requirements that prohibit or restrict them from doing so and should inform themselves about, and observe, any applicable law or regulatory requirements applicable in their jurisdiction. Any failure to comply with any such requirements and restrictions may constitute a violation of the securities laws or regulations of such jurisdiction.
The securities referred to in these materials have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) (the “Securities Act”), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States. Securities may not be offered, sold, taken up, exercised, resold, renounced, transferred, delivered or distributed, directly or indirectly, in any form, in or into or from the United States absent: (i) registration under the Securities Act; or (ii) an available exemption from registration under the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
Neither the US Securities and Exchange Commission nor any state securities commission in the United States has approved or disapproved of the Proposals or passed upon the adequacy or accuracy of the information contained in the materials.
The securities referred to in these materials may not be offered, sold, taken up, exercised, resold, renounced, transferred, delivered or distributed, directly or indirectly, in any form, in or into or from the other Restricted Jurisdictions or to, or for the account or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of such jurisdictions or to any person in any country or territory where to do so would or might contravene local securities laws or regulations.
You should not download, mail, forward, distribute, send or show the information or materials contained on this website to any person. In particular, the information herein may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the Restricted Jurisdictions or any jurisdiction where it would be unlawful to do so. The distribution of this information in other jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves of and observe any restrictions.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view this information, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage by clicking on the “I disagree” box below.
This information herein has been prepared for the purposes of complying with English law and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
This notice shall be governed by, and interpreted in accordance with, English law.
NPLUS1 Singer Capital Markets Limited is authorised and regulated by the Financial Conduct Authority in the UK and is acting for the Company and no one else in connection with the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Proposals and/or any other matter referred to in this section of the website.
The materials on this section of the website may contain statements which constitute “forward-looking statements”. Such statements are generally identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” “may,” “continue,” “should” and other similar expressions. Forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of the Company. Actual results and developments may differ materially from those expressed or implied in such statements because of a number of factors. Forward-looking statements should, therefore, be construed in light of such factors and undue reliance should not be placed on forward-looking statements.
Other than in accordance with its legal and regulatory obligations, the Company is not under any obligation and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Confirmation of understanding and acceptance of disclaimer
By clicking on the “I agree” box below, I represent and warrant that I am not a US person (within the meaning of Regulation S under the Securities Act) or acting on behalf of a US person, or purchasing with a view to re-sale in the US or to or for the account or benefit of a US person, nor am I a resident of or located in the United States.
I further represent and warrant that I am not a resident of or located in, or a partnership or corporation organised or incorporated or registered in, any other Restricted Jurisdiction or any other jurisdiction where accessing these materials is unlawful, and I agree that I will not transmit or otherwise send, distribute or transfer any materials or information contained in this website to any person in the Restricted Jurisdictions or any other territory or jurisdiction where to do so would breach or constitute a violation of applicable local law or regulation or would require registration or licensing within such jurisdiction.
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I have read and understood the disclaimer set out above. I understand that it may affect my rights or responsibilities. I agree to be bound by its terms. I confirm that I am permitted to proceed to receive the materials and information on this part of the Company’s website.