ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY GB GROUP PLC IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS IN THE UNITED STATES, OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION AND MATERIALS ON THIS AREA OF THE WEBSITE.
The information and materials contained in this section of the website (“Information and Materials”) do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan, New Zealand, Singapore, the Republic of South Africa, or in any jurisdiction in which such offers or sales are unlawful (the "Excluded Territories").
Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, Singapore, the Republic of South Africa or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States.
You are attempting to enter the area of this website that is designated for the publication of information and documents in connection with the proposed issue and placing of new ordinary shares by GBG. The Information and Materials are made available in good faith and for information purposes only and are subject to the terms and conditions set out below. If you would like to view this area of the website, please read this notice carefully. This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities.
As a consequence of legal restrictions, the release, publication or distribution of information contained on this area of the website in certain jurisdictions or to certain persons may be restricted or unlawful. All persons who wish to view this area of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website. Members of the public are not eligible to take part in the Placing.
The Information and Materials are only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of Regulation (EU) 2017/1129, as amended from time to time (the “EU Prospectus Regulation”) (“Qualified Investors”). In the United Kingdom, the Information and Materials are directed only at “qualified investors” within the meaning of Article 2(e) of the UK version of the EU Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) persons having professional experience in matters relating to investments who fall 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 (ii) high net worth companies, unincorporated associations or partnership or trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order; or (iii) persons to whom it may otherwise be lawful to communicate it to (all such persons together being “Relevant Persons”). The Information and Materials must not be acted on or relied on (i) in any member state of the EEA, by persons who are not Qualified Investors; and (ii) in the United Kingdom, by persons who are not Relevant Persons. Any investment or investment activity to which the Information and Materials relates is available only to (i) in any member state of the EEA, Qualified Investors; and (ii) in the United Kingdom, Relevant Persons and will be engaged in only with such persons.
Any securities referred to in the Information and Materials have not been and will not be registered under the United States Securities act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any State or other jurisdiction of the United States. Accordingly, any securities referred to herein will be offered and sold only (i) outside of the United States in “offshore transactions” (as such term is defined in Regulation S under the Securities Act (“Regulation S”) pursuant to Regulation S and otherwise in accordance with applicable laws and (ii) in the United States to a limited number of "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in transactions exempt from registration under the Securities Act. No public offering of any securities referred to herein will be made in the United States or elsewhere. The Information and Materials are directed only at and may only be accessed by persons in Canada who are: (i) purchasing as principal, or are deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) “accredited investors” as such term is defined in section 1.1 of Nationals Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) “permitted clients” as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
The Information and Materials have not been registered and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Information and Materials and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of any securities mentioned herein (the “Securities”) may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than: (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore (the “SFA”) pursuant to Section 274 of the SFA; or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA. There are on-sale restrictions in Singapore that may be applicable to investors who acquire any Securities. As such, investors are advised to consider carefully whether the investment is suitable for them and seek independent professional advice to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly. As of the date of the Information and Materials, GB Group plc has not determined the classification of the Securities under Sections 309B(1)(a) and 309B(1)(c) of the SFA. Accordingly, and pursuant to Regulations 2 and 3 of the Securities and Futures (Capital Markets Products) Regulations 2018 (the “SF(CMP)R”), the Securities may not be offered or sold or made the subject of an invitation for subscription or purchase nor may the Information and Materials or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Securities be circulated or distributed, whether directly or indirectly: (i) to any person in Singapore other than to an institutional investor, an expert investor or an accredited investor (each as defined under Section 4A of the SFA) or any other person that is not an individual in accordance with the conditions specified in the SFA and the SF(CMP)R; or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
You should not forward, transmit or show the Information and Materials contained in this area of the website to any person. In particular, you should not forward or transmit the Information and Materials contained therein to any jurisdiction where it would be unlawful to do so.
If you are not permitted to view the Information and Materials or are in any doubt as to whether you are permitted to view the Information and Materials, please exit this webpage. The Information and Materials must not be released or otherwise forwarded, distributed or sent in or into the United States, Australia, Canada, Japan, New Zealand, Singapore, the Republic of South Africa or any jurisdiction in which such offers or sales are unlawful. 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, New Zealand, Singapore or the Republic of South Africa.
Confirmation of Understanding and Acceptance of Disclaimer
I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal. I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any information or documents included in this area of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation. I represent and warrant to GBG that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities. I agree to be bound by the terms of this notice. I confirm that I am permitted to proceed to electronic versions of the Information and Materials.