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ELECTRONIC VERSIONS OF THE MATERIALS (THESE “MATERIALS”) YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY BALTIC CLASSIFIEDS GROUP PLC (THE “COMPANY”) IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THESE MATERIALS ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA OR DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES OF AMERICA WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE “UNITED STATES”) (OTHER THAN TO QUALIFIED INSTITUTIONAL BUYERS (“QIBS”) WITHIN THE MEANING OF RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR PURSUANT TO ANOTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT), CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL OR WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION.
IMPORTANT: You must read the following notice carefully – it applies to all persons who access this website. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. If you access these Materials on this website, you agree to be bound by the terms and conditions below. If you do not agree to the terms and conditions, do not access this website or view any of these Materials.
These Materials are 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 would require any registration or licensing within such jurisdiction.
In particular, these Materials are not an offer of securities for sale in the United States, Canada, Australia and Japan. Securities may not be offered or sold and these Materials may not be viewed in the United States other than by persons retained to advise the Company or QIBs within the meaning of Rule 144A of the Securities Act.
The Securities have not been, and will not be, registered under the Securities Act and cannot be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the laws of the United States. There will be no public offering of the securities in the United States. The Securities will not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of Canada, Australia or Japan, unless an exemption under the relevant securities law is applicable.
The Materials are only addressed to and directed at persons in member states of the European Economic Area (each a “Relevant State”) who are “qualified investors” within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) (the “EU Prospectus Regulation”) (“Qualified Investors”). In the United Kingdom, the Materials are being made available only to, and are directed only at, persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) who are persons (i) having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) (ii) falling within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). The Materials must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any Relevant State, by persons who are not Qualified Investors. Any investment or investment activity to which the information in the Materials relates is available only to or will be engaged in only with, (i) Relevant Persons in the United Kingdom, and (ii) Qualified Investors in any Relevant State.
Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy any securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities in the Company.
Unless otherwise determined by the Company and permitted by applicable law and regulation, copies of these Materials are not being, and must not be, released or otherwise forwarded, transmitted, sent or distributed directly or indirectly, in or into or from the United States, or to persons in the United States within the meaning of Regulation S under the Securities Act (except to a limited number of QIBs), or transmitted or distributed directly or indirectly in or into Canada, Australia or Japan or any other jurisdiction in which offers or sales are unlawful and persons receiving such documents, (including custodians, nominees and trustees) must not distribute or send them in or into the foregoing countries. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.
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The information contained in these Materials is not comprehensive. Although care has been taken in the preparation of the information, not all such information may be accurate and up to date in all respects and the Company and its advisers accept 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 and its advisers 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 and its advisers assume no responsibility to you or any third party for the consequences of any errors or omissions. None of the Company and its advisers accept any liability for any direct or indirect or consequential loss or damages of any kind resulting from any use of this website or any information contained in it. The Company and its advisers accept no responsibility for any contravention of applicable securities laws and regulations by persons as a result of false information provided by such persons.
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.
Certain statements contained in the Materials available on this part of the website constitute forward-looking statements. 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 these Materials that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document.
These Materials have been made available to you in an electronic form. You are reminded that materials transmitted via this website may be altered or changed during the process of electronic transmission and consequently the Company does not accept any liability or responsibility whatsoever in respect of any difference between the materials distributed to you in electronic format and any hard copy version. By accessing these Materials, you consent to receiving it in electronic form.
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