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Conditions of Access for General Meeting

IMPORTANT: You must read the following disclaimer before continuing.

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY RANDALL & QUILTER INVESTMENT HOLDINGS LTD. IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.

ACCESSING THIS WEBSITE FROM CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW OR REGULATION, AND PERSONS INTENDING TO ACCESS THIS WEBSITE SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS. BY ACCESSING THIS WEBSITE, YOU REPRESENT THAT YOU ARE A PERSON WHO IS PERMITTED UNDER APPLICABLE LAW TO RECEIVE INFORMATION OF THE KIND CONTAINED IN THIS TRANSMISSION.

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS IN THE UNITED STATES (EXCEPT FOR QIBs AS DEFINED BELOW), 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”).

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 Randall & Quilter Investment Holdings Ltd. (the “Company”) to qualified investors (the “Proposed Transaction”). 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 Transaction.

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) other persons to whom it may otherwise be lawfully communicated (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) (“QIB”) 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.

By clicking on the button below, I undertake, agree and acknowledge on my own behalf and on behalf of the institution that I represent, and for the benefit of the Company that my access to this site are subject to the following terms and conditions:

1.1 I undertake to hold the Proposed Transaction, the information provided on this website below (collectively, the “Information”) in strict confidence and I further undertake not to disclose, copy, reproduce, download, print, edit distribute or re-transmit any Information in whole or in part or otherwise make it available to any person, other than my institution’s Authorized Recipients (as defined below), without the Company’s specific prior written approval, on condition that they will not disclose, copy, reproduce, distribute or otherwise make them available to any other person who is not an Authorized Recipient;

1.2 I will not attempt to circumvent any of the security features of the site, and will not enable or allow others to access the site using my authorization to the site;

1.3 I acknowledge and agree on behalf of myself, the institution that I represent and such institution’s Authorized Recipients:

(a) that I am responsible for making my own evaluation of the Information and the Company;

(b) that the Company’s shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and have not been and may not be offered or sold within the United States except pursuant to an exemption from the registration requirements of the Securities Act;

(c) that (i) if in the United States, I and/or the institution I represent is a QIB, (ii) if outside the United States, I and/or the institution I represent is a non-U.S. person that will subscribe for any securities of the Company in an offshore transaction outside the United States in accordance with Regulation S under the Securities Act (“Regulation S”) and not subject to any local legal restrictions in my country of residence. Terms used but not otherwise defined in this paragraph above have the meanings assigned to such terms in Regulation S; and

(d) that (i) , if you are in the United Kingdom, you are a Relevant Person or (ii) if you are in a member state of the EEA you are a Qualified Investor.

For the purposes of accessing the information through this website below, “Authorized Recipients” means, to the extent that they need access to the information provided below for the purposes of or in connection with evaluating, structuring, negotiating or advising on the Proposed Transaction, the senior executives, professional advisers, agents and representatives of the institution that I represent and other members of such institution’s group whose identity, if required by the Company, I have notified or may subsequently notify in writing to the Company.

By clicking on the “I Accept” button below, I acknowledge that I have read, understand and agree to the above terms and conditions.

I ACCEPT     I DECLINE