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Any securities mentioned herein have not been and will not be registered under the Securities Act, or any state securities laws, and can only be offered and sold within the United States to persons reasonably believed to be (1) QIBs within the meaning of Rule 144A and (2) QPs within the meaning of the Investment Company Act and the rules thereunder and outside the United States to non-U.S. persons in reliance on Regulation S. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the following materials or determined if they are truthful or complete. There will be no public offer of any securities in the United States.
In the United Kingdom the following materials are only directed at persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). These materials are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which these materials relate is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on the materials or any of their contents.
Any securities offered herein shall not be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”) or the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU on markets in financial instruments (as amended, “MiFID II”); (ii) a customer within the meaning of Directive 2016/97/EU (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended or superseded (the “Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No. 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the securities or otherwise making them available to retail investors in the EEA or in the United Kingdom has been prepared and therefore an offer to any retail investor of any securities has not been made and will not be made.
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Basis of access
Access to electronic versions of these materials is being made available on this webpage by Prosus N.V. in good faith and for information purposes only. Making press announcements and other documents available in electronic format on this webpage does not constitute an offer to sell or the solicitation of an offer to buy any securities. Further, it does not constitute a recommendation by Prosus N.V. or any other party to buy or sell securities in Prosus N.V.
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