Disclaimer – IMPORTANT
The following restricted pages of the website of Montea 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, PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), 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.
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 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 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.
The information is made available for information purposes only and are not intended to constitute, and should not be construed as, 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, existing or new shares of the Company in the EEA (except in the context of a private placement with Qualified Investors, as defined below), the United States of America, Australia, Canada, Japan, South Africa, Switzerland (except in the context of a private placement with Professional Clients, as defined below) or the United Kingdom (except in the context of a private placement with Relevant Persons, as defined below). No offer to sell or subscribe for shares, or announcement of a forthcoming offer to sell or subscribe for shares, will be made in the EEA (except in the context of a private placement with Qualified Investors, as defined below), the United States of America, Australia, Canada, 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 in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction, and the distribution of this communication in such jurisdictions may be similarly restricted. Persons into whose possession this communication comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the security laws of any such 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. This communication does not constitute or form part of an offer of securities in the United States of America, or a solicitation to purchase securities in the United States of America. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or under the securities law of any state or jurisdiction in the United States of America and may not be offered, sold, resold, transferred or delivered, directly or indirectly within the United States of America 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 of America. The issuer of the securities has not registered, and does not intend to register, any portion of the transaction in the United States of America. There will be no public offer of securities in the United States of America.
In relation to each Member State of the European Economic Area (each a Relevant Member State) an offer of securities to which this communication relates is only addressed to and is only directed at (i) 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”), and (ii) up to 150 persons other than “qualified investors” with a minimum investment requirement of EUR 100,000 per person, in accordance with the prospectus exemptions provided for in articles 1.4(b) and 1.4(d) of the Prospectus Regulation.
In the United Kingdom, this communication is only addressed to and directed at, and any investment or investment activity to which this announcement 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 pursuant to the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020 (the UK Prospectus Regulation)) who are also (i) “investment professionals” (as defined in article 2(e) of the Financial Services and Market Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”)), (ii) “high net worth companies, unincorporated associations, etc.” (as defined in article 49(2)(a) to (d) of the Order), and (iii) other persons 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 announcement and should not act or rely on it.
In Switzerland this communication is only addressed to and is only directed at “professional clients” (as defined in article 4 of the Swiss Financial Services Act (“Finanzdienstleistungsgesetz”) of 15 June 2018, as amended (“FinSA”)) in accordance with the prospectus exemption provided for in article 36(a) of the 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 other selected jurisdictions, to certain qualified and/or institutional investors, in accordance with applicable restrictions.
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.
By selecting “yes, I confirm and certify”, you will be granted access to the following electronic information, provided that:
- 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 in 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 the Prospectus Regulation, , or a legal person who can only acquire New Shares for a total consideration of at least EUR 100,000 per investor, for each separate offer, in accordance with the exemptions from prospectus publication provided for in respectively Article 1.4(a) and (d) of the Prospectus Regulation, if you are located in the EEA, (b) a Professional Client in accordance with Article 4 juncto 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.