2022 Rights Issue
THE INFORMATION TO WHICH THIS GATEPOST GIVES ACCESS (THE "INFORMATION") DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO IN THE INFORMATION HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED FROM TIME TO TIME (THE "SECURITIES ACT"), AND THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT. THE COMPANY AND ITS AFFILIATES HAVE NOT REGISTERED, AND DO NOT INTEND TO REGISTER, ANY PORTION OF THE OFFERING OF THE SECURITIES CONCERNED IN THE UNITED STATES, AND DO NOT INTEND TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.
THE INFORMATION IS NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THE INFORMATION MAY NOT BE FORWARDED OR DISTRIBUTED, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON, IN PARTICULAR TO ANY PERSON RESIDING, DOMICILED OR PHYSICALLY LOCATED IN THE UNITED STATES, AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. DISTRIBUTION OR REPRODUCTION OF THE INFORMATION IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS.
ANY OFFER OF SECURITIES TO WHICH THIS INFORMATION RELATES IS ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA"), OTHER THAN BELGIUM, WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION 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 (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"), OR SUCH OTHER INVESTORS AS SHALL NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF ARTICLE 3.1 OF THE PROSPECTUS REGULATION.
NO ANNOUNCEMENT OR INFORMATION REGARDING THE OFFERING, LISTING OR SECURITIES OF THE ISSUER REFERRED TO ABOVE MAY BE DISSEMINATED TO THE PUBLIC IN JURISDICTIONS OTHER THAN BELGIUM WHERE A PRIOR REGISTRATION OR APPROVAL IS REQUIRED FOR SUCH PURPOSE. NO STEPS HAVE BEEN TAKEN, OR WILL BE TAKEN, FOR THE OFFERING OR LISTING OF SECURITIES OF THE ISSUER IN ANY JURISDICTION OUTSIDE OF BELGIUM WHERE SUCH STEPS WOULD BE REQUIRED. THE ISSUE, EXERCISE OR SALE OF SECURITIES, AND THE SUBSCRIPTION FOR OR PURCHASE OF SECURITIES, ARE SUBJECT TO SPECIAL LEGAL OR STATUTORY RESTRICTIONS IN CERTAIN JURISDICTIONS. THE ISSUER IS NOT LIABLE IF THESE RESTRICTIONS ARE NOT COMPLIED WITH BY ANY PERSON.
IN ADDITION, THIS INFORMATION IS BEING DISTRIBUTED TO AND IS ONLY DIRECTED AT (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM, AND (II) TO PERSONS WITHIN THE UNITED KINGDOM WHO ARE (A) "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2 OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS IT FORMS PART OF RETAINED EU LAW AS DEFINED IN THE EU (WITHDRAWAL) ACT 2018 AND (B) EITHER (A) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER"), (B) HIGH NET WORTH COMPANIES, (C) OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED, FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR PERSONS TO WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA")) MAY OTHERWISE BE LAWFULLY COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS IN (A) TO (D) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE OFFERING OF SECURITIES TO WHICH THIS INFORMATION RELATES WILL ONLY BE AVAILABLE TO, AND ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE FOR, PURCHASE, OR OTHERWISE ACQUIRE SECURITIES WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS INFORMATION OR ANY OF ITS CONTENTS.
THIS INFORMATION HAS NOT BEEN PREPARED IN THE CONTEXT OF A PUBLIC OFFERING OF SECURITIES IN FRANCE WITHIN THE MEANING OF ARTICLE L.411-1 OF THE FRENCH MONETARY AND FINANCIAL CODE (CODE MONÉTAIRE ET FINANCIER) AND ARTICLES 211-1 ET SEQ. OF THE GENERAL REGULATIONS OF THE AUTORITÉ DES MARCHÉS FINANCIERS. CONSEQUENTLY, THIS INFORMATION AND ANY OTHER MATERIAL RELATING TO THE OFFERING HAVE NOT BEEN AND WILL NOT BE SUBMITTED TO THE AUTORITÉ DES MARCHÉS FINANCIERS FOR REVIEW OR APPROVAL.
NO OFFER OF SECURITIES OR RIGHTS HAS BEEN OR SHALL BE MADE TO THE PUBLIC IN SWITZERLAND, WITHIN THE MEANING OF ARTICLE 652A PARA. II OF THE SWISS CODE OF OBLIGATIONS.
THE DISTRIBUTION OF THIS INFORMATION IN OTHER JURISDICTIONS MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION THIS INFORMATION COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE LAWS OF ANY SUCH OTHER JURISDICTION. BY ACCESSING THIS INFORMATION, YOU AGREE TO BE BOUND BY THE FOREGOING LIMITATIONS.