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The materials are only addressed to and directed at persons: (i) in member states of the European Economic Area who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended (including amendments by Directive 2010/73/EU)) (“Qualified Investors”); (ii) in the United Kingdom to persons who are both: (a) “qualified investors” as defined in section 86 of the Financial Services and Markets Act 2000 (“FSMA“); and (b) either (A) 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”) or who are high net worth entities falling within Article 49 of the Order; or (B) fall within the exemption in Article 50 of the Order as a certified sophisticated investor (meaning they are individuals that have a certificate in writing from an authorised person to the effect that they are sufficiently knowledgeable to understand the risks associated with an investment in shares and have themselves signed a statement in the terms required under Article 50 of the Order); and (iii) otherwise, are persons 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 is available only to Relevant Persons, and will only be engaged with such persons.
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Persons in the United Kingdom: In relation to persons in the United Kingdom, the materials have not been approved by an authorised person for the purposes of section 21 of FSMA. The materials are exempt from the restriction against financial promotions on the basis that only Relevant Persons in the United Kingdom are entitled to access them. If you are unsure of your status as a Relevant Person you should refer to the relevant provisions of FSMA and the Order for their full terms and effect. Reliance on the materials for the purpose of engaging in any investment activity may expose you to a significant risk of losing all of the property invested or of incurring additional liability. If you are in any doubt about the contents of the materials or the action to be taken, you should consult a person authorised under FSMA who specialises in advising on the acquisition of shares.
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