SLIDE 45 45
Important information
This document, which is personal to the recipient comprises written materials/slides for a presentation concerning a rights issue by Cloetta AB (publ) (the “Rights Issue” and the “Company”, respectively) in connection with the Company’s acquisition of Leaf Holland B.V.. This document may not be reproduced in any form or further distributed to any other person or published in whole or in part for any purpose. Failure to comply with this restriction may constitute a violation of applicable securities law. This document is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this document except on the basis of information in the prospectus to be published by the Company in connection with the Rights Issue. Copies of the prospectus will, following publication, be available from the Company’s registered office. This document does not constitute or form part of and should not be construed as any offer or invitation to purchase, sell, subscribe for or issue, or any solicitation of any offer to purchase, sell or subscribe for, any shares in the Company, nor shall 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 relating thereto, nor does it constitute a recommendation regarding the securities of the Company anywhere in the world. Some of the information in this document is preliminary and may change. The information in this document has been prepared by the Company solely in connection with the Rights Issue and has not been independently verified by Handelsbanken Capital Markets (“Handelsbanken”) or anyone else. The information in this document is subject to updating, completion, revision and amendment and such information may change materially. No reliance may be placed for any purposes whatsoever on the information contained in this document or on its completeness. The Company is under no obligation to update or keep current the information in the presentation or to correct any inaccuracies which may become apparent, and any opinions expressed in it are subject to change without notice. No representation, warranty or undertaking, express or implied, is given by or on behalf of the Company, Handelsbanken or any of such persons’ directors, officers or employees or any other person as to, and no reliance should be placed on, the fairness, accuracy or completeness of the information or opinions contained in this document and no liability whatsoever is accepted by the Company, Handelsbanken 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 otherwise arising in connection herewith. This document is intended for distribution in member states of the European Economic Area to persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (“Qualified Investors”). This document must not be acted or relied upon in any member state of the European Economic Area by persons who are not Qualified Investors. Any investment or investment activity to which this communication relates is available in any member state of the European Economic Area only to, and will be engaged in only with, Qualified Investors. 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: (i) in the United Kingdom only to 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”); or (ii) to persons falling within Article 49(2)(a) to (d) of the Order or to those persons to whom it can otherwise lawfully be distributed (all such persons must also be capable of being categorised as a Professional Client or Eligible Counterparty for the purposes of the UK FSA’s conduct of business rules and are together referred to as “relevant persons”). This document must not be acted or relied upon by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Recipients of this presentation and / or the prospectus who are relevant persons should conduct their own investigation, evaluations and analysis of the business and data described in this presentation and / or, if and when published, the prospectus. By attending the presentation to which this document relates or by accepting this document recipients will be taken to have represented, warranted and undertaken that: (i) they are a relevant person (as defined above); (ii) they have read and agree to comply with the contents of this notice; and (iii) they will not at any time have any discussion, correspondence or contact concerning the information in this document or the Rights Issue with any of the directors or employees of the Company or its subsidiaries nor with any of their suppliers, customers, sub contractors or any governmental or regulatory body without the prior written consent of the Company. In the event that a person who is not a relevant person receives this document, such person should not act or rely on this document and should return this document immediately to the Company. Handelsbanken is acting exclusively for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone whether or not a recipient of this document other than the Company for providing the protections afforded to the clients of Handelsbanken for providing advice in relation to the Rights Issue, the contents of this document or any transaction or arrangement referred to in this document. Neither this document nor any part or copy of it may be taken or transmitted into or distributed in or into, directly or indirectly, the United States of America (including its territories and possessions, any State of the United States and the District of Columbia, Canada, Australia or Japan or to Canadian persons or to any securities analyst or other person in any of those jurisdictions or any other jurisdictions in which it would be unlawful to do so. Any failure to comply with these restrictions may constitute a violation of United States, Australian, Canadian
- r Japanese securities laws. The distribution of this document in other jurisdictions may be restricted by law, and persons into whose possession this document comes should inform themselves
about, and observe, any such restrictions. This document is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident in any jurisdiction where such distribution or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. This document does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the US Securities Act of 1933 (the “Securities Act”). Securities may not be offered or sold in the United States absent registration under the Securities Act or an exemption from the registration requirements of the Securities Act. This document may not be distributed to, directed at or viewed by, any persons (within the meaning of Regulation S under the Securities Act) within the United States. There will be no public offer of the securities in the United States. The securities mentioned herein have not been, and will not be, registered under the applicable securities laws of Canada, Australia or Japan and, subject to certain exceptions, may not be offered or sold within Canada, Australia or Japan or to any national, resident or citizen of Canada, Australia or Japan. No public offer of securities referred to herein is being made in Canada, Australia or Japan. Certain statements, beliefs and opinions in this document, including those related to the Rights Issue, are forward-looking, which reflect the Company’s or, as appropriate, the Company’s directors’ current expectations and projections about future events. By their nature, forward-looking statements involve known and unknown risk and uncertainty because they relate to future events and
- circumstances. 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 future. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, recipients are cautioned that forward-looking statements are not guarantees of future performance, which may differ materially, and that they should not place undue reliance on forward-looking statements, which speak only as of the date of this document. Not for distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan.
