The following restricted pages of the website of Warehouses De Pauw NV (the “Company”) contain information in respect of a contemplated transaction by the Company. Nothing on this website (or any website to which this website has been hypertext linked) constitutes an invitation or offer to acquire any securities of the Company or any of its subsidiaries.
THE INFORMATION IN THE FOLLOWING PAGES IS NOT INTENDED FOR, RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO, THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
The following information may only be consulted by investors that may have access to such information as allowed under the applicable regulations. These documents are made available for informational purposes only. The reproduction of these electronic versions (i) on another website or at any other virtual or physical location, or (ii) in a printed form or on any other carrier for the purpose of distributing these documents, in any manner whatsoever, is strictly forbidden.
The information is made available for informational purposes only and is not in any manner intended to constitute (nor will there be) an offer to sell or subscribe for, or the announcement of a forthcoming offer to sell or subscribe for, or a solicitation of any offer to buy or subscribe for, or the announcement of a forthcoming solicitation of any offer to buy or subscribe for any of the Company’s securities in, or towards residents, inhabitants, or citizens of, the EEA (except in the context of a private placement with Qualified Investors, as defined below), the United States, Canada, Australia, Japan, South Africa, Switzerland (except in the context of a private placement with Professional Clients, as defined below), the United Kingdom (except in the context of a private placement with Relevant Persons, as defined below) or any other jurisdiction where such offering or solicitation is not permitted without registration, exemption from registration or qualification under the applicable legislation of the relevant jurisdiction, or does not meet the required conditions under the applicable legislation of the relevant jurisdiction.
The Company’s securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or with any other securities regulatory authority of any state or other jurisdiction in the United States. The Company’s securities may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or jurisdiction of the United States. There will be no public offer of securities in the United States.
No information contained in the following information, or any copy thereof, may, directly or indirectly, be taken or sent to, or distributed in, the United States, Canada, Australia, Japan, South Africa, Switzerland or any other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. Non-compliance with these provisions may constitute a breach of the applicable legislation in the United States, Canada, Australia, Japan, South Africa, Switzerland or any other applicable jurisdiction. The dissemination of information contained in the following information or on the Company’s website may be subject to legal restrictions and persons who become aware of and/or receive such information must inform themselves about any applicable legal restrictions and must comply with such restrictions.
In relation to each Member State of the European Economic Area (each a “Relevant Member State”), the following information is only addressed to and is only directed at qualified investors in that Relevant Member State within the meaning of Regulation ((EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, and any implementing measure in each Relevant Member State of the EEA (the “Prospectus Regulation”))in accordance with the prospectus exemption provided for in Article 1.4(a) of the Prospectus Regulation (“Qualified Investors”).
In the United Kingdom, the following information is only addressed to and directed at, and any investment or investment activity to which this information relates is available only to, and will be engaged in only with,“qualified investors” (as defined in Article 2(e) of the Prospectus Regulation as amended and transposed into the laws of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020 (the “UK Prospectus Regulation”)) who are also (i) persons having 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) “high net worth companies, unincorporated associations, etc”. falling within Article 49(2)(a) to (d) of the Order, and (iii) any other person to whom it may otherwise lawfully be communicated and who can lawfully participate in the Private Placement (all such persons together being referred to as “Relevant Persons”). Persons who are not Relevant Persons should not take any action on the basis of this information and should not act or rely on it.
In Switzerland the following information is only addressed to and is only directed at “professional clients” within the meaning of Article 4 iuncto 36 of the Swiss act on financial services (“Finanzdienstleistungsgesetz”) of 15 June 2018 (“FINSA”) (such persons being referred to as “Professional Clients”). The offer is therefore exempted from the obligation to prepare and publish a prospectus under FINSA and the securities will not be admitted to trading on any Swiss trading platform. This communication does not constitute a prospectus in accordance with FINSA and the Company will not prepare such prospectus in light of the offer of securities are referred to herein.
In general, any person who would like to receive access to the following information must verify in advance that such access does not constitute a breach of any applicable law or regulations. The Company cannot be held liable should these restrictions be breached by any person.
While the Company has taken reasonable care to ensure that the information on this website (other than information accessed by hyperlink) is accurate at the time of last revision of the website, the Company accepts no liability for the accuracy or completeness or use of, nor any liability to update, the information contained on this website. The information on the Company’s website or contained in the following information should not be construed to constitute any form of advice or recommendation, including but not limited to investment, tax, legal or other advice, and should not be relied upon as the basis for any decision or action. In particular, actual results and developments may differ in a material manner from any forecast, forward-looking statement, opinion or expectation expressed in the following information or on the Company’s website.
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you confirm and certify that you have read, understand and will comply with, the warnings and restrictions stated above; and
you confirm and certify that:
you are not domiciled or a resident of, and are not accessing this information from, the United States, Australia, Canada, Japan or South Africa;
you are either (a) a Qualified Investor within the meaning of Prospectus Regulation 2017/1129, if you are located in the EEA (b) a Professional Client in accordance with Article 4 iuncto 36 of FINSA, if you are located in Switzerland, or (c) a Relevant Person (as set forth above) if you are located in the United Kingdom;
you do not live, reside or are located in any other jurisdiction where the distribution of this information is not legally permitted;
you are a person who may and is permitted to receive this information; and
in all circumstances, you agree not to transmit or otherwise send any information from this website to any person who may not receive this information or would otherwise breach applicable laws and regulations or would require registration or licensing.
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