By accessing this content you are representing to Randall & Quilter Investment Holdings Ltd. (the “Company”) and its advisers that you are not (i) a U.S. Person (within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”)) and are not acting on behalf of a U.S. Person (within the meaning of Regulation S under the Securities Act, a “U.S. Person”), nor purchasing with a view to re-sale in the United States (within the meaning of Regulation S under the Securities Act, the “United States”) or to or for the account or benefit of a U.S. Person, and that you are not an employee benefit plan as defined in section 3(3) of the United States Employee Retirement Income Security Act of 1974 and the regulations promulgated thereunder (in each case as amended) (“ERISA”) (whether or not subject to the provisions of Title 1 of ERISA) (“ERISA Plan”), an individual retirement account or annuity as defined in section 408 of the US Internal Revenue Code (“IRA”), or a holder of assets of an ERISA Plan or IRA, or (ii) a resident of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa.

Ordinary Shares offered by the Company have not been and will not be registered under the Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons. The Company has not been and will not be registered as an “investment company” under the United States Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of that Act. In addition, relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) of any state or province of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the Ordinary Shares may be offered, sold, renounced, transferred or delivered, directly or indirectly, in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa.

Any person outside the United Kingdom wishing to acquire, subscribe for or purchase any Ordinary Shares in the Company should satisfy himself that, in doing so, he complies with the laws of any relevant territory, and that he obtains any requisite governmental or other consents and observes any other applicable formalities.

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