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Disclaimer
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IMPORTANT NOTICE This document is not for release, publication or distribution (in whole or in part), directly or indirectly and does not constitute an offer of securities for sale, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. Any securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the securities of Network International Holdings plc (the “Company”) in the United States. In the United States this document can
- nly be distributed to persons reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
This document has been prepared by or on behalf of (and is the sole responsibility of) the Company in relation to the proposed placing (the “Proposed Transaction”). Citigroup Global Markets Limited (“Citi”) and J.P. Morgan Securities plc (“J.P. Morgan”) are authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority, are acting exclusively for the Company in connection with the Proposed Transaction and no one else. Neither Citi nor J.P. Morgan will regard any person (whether or not a recipient of this document) as a client in relation to the Proposed Transaction and will not be responsible to anyone other than the Company for providing the protections afforded to their clients nor for the giving of advice in relation to the Proposed Transaction or any transaction, matter or arrangement referred to in this document. Neither Citi nor J.P. Morgan nor any of their respective directors, officers, employees, agents, affiliates or advisers accepts any responsibility whatsoever for the contents of this document or for any statement made or purported to be made by it, or on its behalf, in connection with the Company or the Proposed Transaction. This document is being provided to you solely for your information. This document and the related presentation do not constitute or form part of, and should not be construed as, any offer, invitation or recommendation to purchase, sell or subscribe for any securities in any jurisdiction and neither the issue of the information nor anything contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity. This document and the related presentation do not purport to contain all of the information that may be required to evaluate any investment in the Company or any of its securities and should not be relied upon to form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. Reliance on the information contained in this presentation for the purposes of engaging in any investment activity may expose the investor to a significant risk of losing all of the property or assets invested. This document and the related presentation are intended to present background information on the Company, its business and the industry in which it operates and are not intended to provide complete disclosure upon which an investment decision could be made. The merit and suitability of an investment in the Company should be independently evaluated and any person considering such an investment in the Company is advised to obtain independent advice as to the legal, tax, accounting, financial, credit and other related advice prior to making an investment. This document and the related presentation are only addressed to and directed at persons in member states of the European Economic Area ("EEA"), other than the United Kingdom who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation (Regulation EU) 2017/1129), as amended ("Qualified Investors"). In addition, in the United Kingdom, this document and the related presentation is addressed to and directed only at, Qualified Investors who (i) are persons who 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 (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) are other persons to whom this presentation may otherwise lawfully be communicated (all such persons referred to in (i), (ii) and (iii) together being referred to as "Relevant Persons"). This document and the related presentation must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA, other than the United Kingdom, by persons who are not Qualified
- Investors. Any investment or investment activity to which this document and the related presentation relate is available only to Relevant Persons in the United Kingdom and Qualified Investors in any member state of the EEA, other than the United Kingdom, and
will be engaged in only with such persons. The information and opinions contained in this document are provided as at the date of this document and are subject to change without notice. The information set out herein is subject to updating, completion, revision, verification and amendment, and such information may change materially. This document and the related presentation have not been independently verified, some of the information is subject to change, and no representation or warranty, express or implied, is made or given by or on behalf of the Company, Citi, J.P. Morgan or any of their respective parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers, as to, and no reliance should be placed on, the accuracy, completeness or fairness of the information or opinions contained in this document or the related presentation and no responsibility or liability is assumed by any such persons for any such information or opinions or for any errors or omissions. All information presented or contained in this document and the related presentation and any information made available orally or in writing at the presentation is provided as at the date of such presentation and is subject to verification, correction, completion and change without notice. In giving this presentation, none of the Company, Citi, J.P. Morgan or any of their respective parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers, undertakes any obligation to amend, correct or update this presentation or to provide the recipient with access to any additional information that may arise in connection with it. Certain information contained herein constitutes “forward-looking statements”, which can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “estimate”, “intend”, “continue,” “target” or “believe” (or the negatives thereof) or other variations thereon or comparable terminology. Due to various risks and uncertainties, including those which relate to the macroeconomic and global impact of COVID-19, actual events or results or actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. As a result, you should not rely on such forward-looking statements in making your investment decision. No representation or warranty (express or implied) is made as to the achievement or reasonableness of and no reliance should be placed on such forward-looking statements, which speak only as of the date of this presentation. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. The Company, Citi, J.P. Morgan and their respective directors, officers, employees, agents, affiliates and advisers expressly disclaim any obligation or undertaking to release any updates or revisions to these forward looking statements to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based after the date of this presentation or to update or to keep current any other information contained in this presentation. Certain information contained herein is based on management estimates and the Company’s own internal research. Management estimates have been made in good faith and represent the current beliefs of applicable members of the Company's management. While those management members believe that such estimates and research are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice, and, by their nature, estimates may not be correct or complete. Accordingly, no representation or warranty (express or implied) is given to any recipient of this document that such estimates are correct or complete. By reading or accepting a copy of this document, you agree to be bound by the foregoing limitations.