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Disclaimer
This document, which is personal to the recipient and has been issued by Gem Diamonds Limited (the “ Company” ), comprises the written materials/ slides for a presentation concerning the proposed admission to the Official List of the Financial S ervices Authority and to trading on the London S tock Exchange’ s main market for listed securities of new shares to be issued by way of a firm placing and placing and open offer (respectively “ Admission” or the “ Firm Placing and Placing and Open Offer” ). This document is an advertisement and not a prospectus and investors should not subscribe for or purchase any new shares or new depositary interests referred to in this document except on the basis of information in the prospectus to be published by the Company in due course in connection with the Firm Placing and Placing and Open Offer (the “ Prospectus” ). Copies of the Prospectus will be available, following publication, from the Company’ s registered office and from 2 Eaton Gate, London, SW1W 9BJ, being the Company’ s principal place of business in the UK. This document does not constitute or form part of any offer or invitation or inducement to sell or issue, or any solicitation of any offer to purchase or subscribe for, any new shares and/ or new depositary interests to be issued in connection with the Firm Placing and Placing and Open Offer and/ or take up any entitlements, nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto, nor does it constitute a recommendation regarding the securities of the Company. This document is being supplied to you solely for your information. Other than as set out below, the information in the presentation has been provided by the Company or obtained from publicly available sources. Whilst the Directors of the Company have taken all reasonable care to ensure that the facts stated herein are true to the best of their knowledge, some of the information in this document is still in draft form and has not been legally verified and will only be finalised at the time of Admission. No reliance may be placed for any purposes whatsoever on the information or opinions contained in this document or on its completeness. No representation or warranty, express or implied, is given by or on behalf of the Company, J.P. Morgan Cazenove Limited (“ J.P. Morgan Cazenove” ) or any of such persons’ directors, officers or employees or any other person as to the accuracy or completeness of the information or opinions contained in this document and no liability whatsoever is accepted by the Company, J.P. Morgan Cazenove, or any of such persons’ members, directors, officers or employees nor any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or
- therwise arising in connection therewith.
This document and its contents are confidential until publication of research and may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose and it is intended for distribution in the United Kingdom only to: (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial S ervices and Markets Act 2000 (Financial Promotion) Order 2005 (the “ Order” ); (ii) members or creditors of a corporate body within the meaning of Article 43 of the Order; (iii) those persons falling within Article 49(2)(a) to (d) of the Order; and (iv) those persons to whom it can otherwise lawfully be distributed (each a “ Relevant Person” ). Any investment or investment activity to which this communication relates will be available only t o Relevant Persons and persons in member states of the European Economic Area who are qualified investors within the meaning of Article 2(1)(e) of Directive 2003/ 71/ EC and any relevant implementing measures (“ Qualified Investors” ) and will be engaged in only with Relevant Persons and persons in member states of the European Economic Area who are Qualified Investors. J.P. Morgan Cazenove, which is regulated in the United Kingdom by the Financial S ervices Authority is acting solely for the Company in connection with the Firm Placing and Placing and Open Offer and no one else and will not be responsible to any person other than the Company for providing the protections afforded to customers of J.P. Morgan Cazenove or for providing advice in relation to the Firm Placing and Placing and Open Offer. No representation or warranty, express or implied, is made by J.P. Morgan Cazenove as to the contents of this presentation and without limiting the statutory rights of any person to whom this presentation is issued, no liability whatsoever is accepted by J.P. Morgan Cazenove for the accuracy of any information or opinions contained in this presentation or for the omission of any material information, for which the Directors of the Company are solely responsible. Neither this document nor any copy of it may be taken or transmitted into the United S tates of America, its territories or possessions or distributed, directly or indirectly, in the United S tates of America, its territories or possessions, except to persons who are either institutional "accredited investors" as defined in Rule 501(a)(1), (2), (3) or (7) under the U.S . S ecurities Act of 1933 (the "S ecurities Act") or "qualified institutional buyers" as defined in Rule 144A under the S ecurities Act. Neither this document nor any copy of it may be taken or transmitted into S
- uth Africa, Australia, Canada or Japan or to Canadian persons or to any securities analyst or other person in any of those j urisdictions. Any failure to comply with these
restrictions may constitute a violation of United S tates, S
- uth African, Australian, Canadian or Japanese securities law. The distribution of this document in other j urisdictions may be restricted by law and persons into whose possession this
document comes should inform themselves about, and observe, any such restrictions. The securities referred to herein have not been and will not be registered under the S ecurities Act and may not be offered or sold within the United S tates except pursuant to an exemption from, or in a transaction not subj ect to the registration requirements of the S ecurities Act. There will be no public offer of the securities referred to herein in the United S
- tates. The securities referred to herein
have not been and will not be registered under any applicable securities laws of Canada, S
- uth Africa, Australia or Japan and may not be offered or sold within Canada, S
- uth Africa, Australia or Japan or to any national, resident or citizen of
Canada, South Africa, Australia or Japan. The information contained herein does not amount to, nor should it be construed as, an “ offer to the public” in S
By attending the presentation to which this document relates or by accepting this document you agree to be bound by the foregoing limitations and, in particular, will be taken to have represented, warranted and undertaken that: (i) you are a Relevant Person (as defined above); (ii) you have read and agree to comply with the contents of this notice including, without limitation, the obligation to keep this document and its content confidential; and (iii) you will not at any time have any discussion, correspondence or contact concerning the information in this document or the Firm Placing and Placing and Open Offer with any of the directors or employees of the Company, or their respective subsidiaries nor with any of their suppliers, customers, sub-contractors or any governmental or regulatory body without the prior written consent of the Company. This presentation includes statements that are, or may be deemed to be, “ forward-looking statements” . These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “ believes” , “ estimates” , “ plans” , “ proj ects” , “ anticipates” , “ expects” , “ intends” , “ may” , “ will” , or “ should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding the Company’ s intentions, beliefs or current expectations concerning, among other things, the proposed production from mines controlled by the Company and the planned capital expenditure of the Company. Certain information in this document is based on management estimates. S uch estimates have been made in good faith and represent the genuine belief of applicable members of management. Those management members believe that such estimates are founded on reasonable grounds. However, by their nature, estimates may not be correct or complete. Accordingly, no representation or warranty (express or implied) is given that such estimates are correct or complete. No representation or warranty (express or implied) is given that such estimates are so founded. The Company and J.P. Morgan Cazenove do not undertake any obligation to correct or complete any estimate whether as a result of being aware of information (new or otherwise), future events or otherwise. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. Any forward-looking statements in this presentation reflect the Company’ s, or as appropriate, the Company’ s directors’ current expectations and proj ections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the
ave as required by law or by the Listing Rules the Company undertakes no obligation publicly to release the results of any revisions to any forward-looking statements in this presentation that may occur due to any change in its expectations or to reflect events or circumstances after the date of this presentation. You should not place undue reliance on forward-looking statements, which speak only as of the date of this document.
