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Electronic versions of the materials (these “Materials”) you are seeking to access are being made available on this website by CentralNic Group plc (the “Company”) in good faith and for information purposes only. These materials are not directed at and are not for release, publication or distribution, in whole or in part, directly or indirectly, in or into or intended to be accessible by persons located in the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the “United States”) or by persons resident or located in Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which the extension of availability of these materials would be unlawful.
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These Materials have been prepared by the Company for information purposes only and do not constitute or form part of an offer to sell or issue or the solicitation of an offer to buy, subscribe for or acquire any securities mentioned in these Materials (the “Securities”) in any jurisdiction in which any such offer or solicitation would be unlawful or to any person to whom it is unlawful to make such an offer or solicitation. The information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful. Potential users of this information are requested to inform themselves of and to observe any such restrictions.
Neither these Materials nor any part of them constitutes or forms a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan or South Africa.
The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), or with any other securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, in or into the United States except to qualified institutional buyers, as defined in, and in reliance on, the exemption from the registration requirements of the Securities Act provided in Rule 144A under the Securities Act or pursuant to another applicable exemption from the registration requirements of the Securities Act and, in each case, in compliance with the securities laws of any applicable state or other jurisdiction of the United States. There will be no public offering of the Securities in the United States. The Securities have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of any offer or sale of the Securities or the accuracy or adequacy of these Materials. Any representation to the contrary is a criminal offence in the United States.
The Securities will not be registered under the applicable securities laws of any state, province, territory, county or jurisdiction of Australia, Canada, Japan or South Africa. Accordingly, unless an exemption under the relevant securities law is applicable, the Securities may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into Australia, Canada, Japan or South Africa or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction.
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Making press announcements and other documents available in electronic format does not constitute or form part of an offer to sell or the solicitation of an offer to buy securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities of the Company.
Unless otherwise determined by the Company and permitted by applicable law and regulation, copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise forwarded, published, distributed or sent in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which any such action would be unlawful and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which such action would be unlawful.
Please note that this notice may be altered or updated from time to time. You should read it carefully in full each time you access the webpage.
Zeus Capital Limited (“Zeus”), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom and Joh. Berenberg, Gossler & Co. KG, London Branch (“Berenberg”), which is authorised and regulated by the German Federal Financial Supervisory Authority (BaFin) and is deemed authorised under the Temporary Permissions Regime and is subject to limited regulation by the Financial Conduct Authority in the United Kingdom, are acting jointly for the Company and no one else in connection with the placing and open offer referred to in these Materials (together, the “Fundraising”) and neither will be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Fundraising and/or any other matter referred to in this section of the website. Apart from the responsibilities and liabilities, if any, which may be imposed on Zeus or Berenberg by the Financial Services and Markets Act 2000 (as amended) or by the regulatory regime established under it, neither Zeus, Berenberg nor any of their respective affiliates accepts any responsibility whatsoever for the contents of these Materials or any other documents or information contained on these pages or for any other statement made or purported to be made by or on behalf of Zeus, Berenberg or any of their respective affiliates in connection with the Company, the Securities or the Fundraising. Zeus, Berenberg and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of these Materials or any other documents, statements or information contained on these pages and no representation or warranty, express or implied, is made by any of them as to the accuracy, completeness or sufficiency of these Materials or any other documents, statements or other information contained on these pages. Neither Zeus nor Berenberg have approved the contents of or any part of these Materials.
The information contained in these Materials is not comprehensive. Although care has been taken by the Company in the preparation of the information, not all such information may be accurate and up to date in all respects and the Company accepts no responsibility to update the information contained in this website. No reliance may be placed for any purpose whatsoever on the information or opinions contained in these Materials or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein. All information is provided without any warranties of any kind and the Company, Zeus and Berenberg make no representations and disclaim all express and implied warranties and conditions of any kind, including, without limitation, representations, warranties or conditions regarding accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose and the Company, Zeus and Berenberg assume no responsibility to you or any third party for the consequences of any errors or omissions. None of the Company, Zeus or Berenberg accept any responsibility, obligation or liability whatsoever for any direct or indirect or consequential loss or damages of any kind resulting from any use of or reliance on this website or any information contained in it.
Certain statements contained in these Materials including those relating to any offering, may be forward-looking statements. These forward-looking statements, which may use words such as ”aim”, “anticipates”, “believe”, “intend”, “estimate”, “expect” and words of similar meaning, include all matters that are not historical facts. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in documentation on this website that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. These forward-looking statements are not guarantees of future performance of the Company and contain assumptions that are difficult to predict, qualify and/or quantify. In addition, such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of the Company (including but not limited to future market conditions, legislative and regulatory changes, the actions of governmental regulators and changes in the political, social and/or economic framework in which the Company operates and the form of global economic recovery following the Covid-19 pandemic). The Company, Zeus and Berenberg do not undertake any obligations to update or revise any forward-looking statements, whether to remedy any omission or as a result of new information, future events or otherwise. If certain risks and uncertainties materialise, or if certain underlying assumptions prove incorrect, it may not be possible to achieve the targets and strategic objectives set out in the Materials. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document. Certain information in these Materials is of a historical nature and may be out of date. All historical information should be understood to speak from the date of its publication. Actual results and developments may be materially different from any opinion or expectation expressed in these Materials. In addition, past performance is no guide to future performance, whether of the Company or its securities, and persons needing advice should consult an independent financial adviser.
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