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Redefine International P.L.C. Capital Raise Investor Presentation
Redefine International P.L.C. Capital Raise Investor Presentation Redefine International P.L.C. Capital Raise Investor Presentation
Important Information and Disclaimer
- This presentation has been prepared and issued by and is the sole responsibility of Redefine International P.L.C. (the “Company”) and comprises the written materials/slides for a presentation concerning the Company and its proposed
placing (“the Placing”) of new ordinary shares of 8.0 pence each in the share capital of the Company (the “Placing Shares”). For the purposes of this notice, “presentation” means this document, any oral presentation, any question and answer session and any written or oral material discussed or distributed during the presentation meeting or while access to the presentation has been made available to you.
- This presentation is not an offer of securities for sale in the United States. The securities discussed herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") and may not be
- ffered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, registration under the US Securities Act. No public offering of the securities discussed herein is being made in the United States
and the information contained herein does not constitute an offering of securities for sale in the United States, Canada, Australia or Japan. This presentation is not for publication, distribution or release directly or indirectly in or into the United States, Canada, Australia or Japan or to US persons or any other state or jurisdiction in which the same would be restricted, unlawful or unauthorised. Neither the US Securities and Exchange Commission nor any securities regulatory body of any state or other jurisdiction of the United States of America, nor any securities regulatory body of any other country or political subdivision thereof, has approved or disapproved of this document or the securities discussed herein or passed on or endorsed the merits of the Offering or the accuracy or adequacy of the contents of this document. Any representation to the contrary is a criminal offence in the United States. The securities discussed herein have not been and will not be registered under the applicable securities laws of the United States, Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, or Japan or to any national, resident or citizen of such jurisdictions. Any failure to comply with these restrictions may constitute a violation of United States, Australian, Canadian or Japanese securities laws.
- By accepting this document, and in consideration for it being made available to such recipient, each recipient agrees to keep strictly confidential the information contained in it and any information otherwise made available by the
Company, whether orally or in writing. Each recipient shall treat and safeguard as private and confidential all information contained in this document and take all reasonable steps to preserve such confidentiality. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. The information contained herein may not be recorded, copied, distributed, reproduced, stored in a retrieval system, transmitted or passed on, directly or indirectly, in whole or in part, or disclosed by any recipient, to any other person in whole or in part without the express written consent of the Company. A prospectus has been published by the Company in relation to the potential admission of the Placing Shares (to the extent that the proposed Placing proceeds) to (a) the premium listing segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities and (b) listing and trading on the Main Board of the Johannesburg Stock Exchange. If the proposed Placing proceeds, any commitments to take up Placing Shares shall be made solely on the basis of the information contained in the prospectus and any information publicly announced to a Regulatory Information Service by or on behalf of the Company prior to, on or subsequent to the date of the prospectus.
- This presentation has not been approved by the UK Financial Conduct Authority or any other regulator, nor has it been approved by an authorised person in accordance with Section 21 of the Financial Services and Markets Act 2000, as
amended ("FSMA"). This presentation does not constitute, and the Company is not making, an offer of transferable securities to the public within the meaning of sections 85 and 102B of FSMA and it is only being directed at persons in the UK and outside the UK (other than South Africa) who are (a) persons in member states of the European economic area ("EEA") who are qualified investors (as defined in article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended, including by Directive 2010/73/EC)); (b) persons in the United Kingdom who (i) are qualified investors as defined in section 86 of FSMA, (ii) persons who have professional experience in matters relating to investments and who fall within the category of persons set out in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order") or (iii) are high net worth entities within the meaning set out in Article 49 (2) (a) of the Order or (c) other persons to whom it may otherwise lawfully be communicated (all such persons, the "Relevant Persons").This presentation is directed only at Relevant Persons and must not be acted on or relied upon by persons who are not Relevant Persons. Any other person who receives this presentation should not rely or act upon it. By accepting this presentation and not immediately returning it, the recipient is deemed to represent and warrant that: (i) it is a Relevant Person; and (ii) it has read, agrees and will comply with the contents of this notice and in particular, will be taken to have represented, warranted and undertaken that it has read and agrees to comply with the contents of this notice including without limitation the obligation to keep this presentation and its contents confidential.
- This presentation does not constitute and the Company is not making an offer to the public in South Africa (as defined in the South African Companies Act 2008). The presentation is only directed to persons in South Africa who fall within
Section 96(1)(a) and/or (b) of the South African Companies Act 2008.
- This presentation is for information purposes only and does not constitute or form part of, and should not be construed as, any offer or invitation to subscribe for, underwrite or otherwise acquire, any securities of the Company or any
member of its group in any jurisdiction, nor should it or any part of it form the basis of, or be relied on in connection with, any investment decision or any decision to participate in the proposed Placing, any contract to purchase or subscribe for any securities in the Company or any member of its group (together "Group") or any commitment whatsoever and should not be considered as a recommendation by the Company, any of the Joint UK Bookrunners (as defined below) or any other person in relation to participation in the proposed Placing. You are encouraged to seek individual advice from your personal, financial, legal, tax and other advisers before making any investment or financial decisions subscribing for or purchasing any securities.
- The information contained in this presentation has been prepared by the Company from Company information and publicly available sources. Any estimates, projections, targets or forecasts contained herein (if any) have been
prepared by the management of the Company and involve significant elements of subjective judgement and analysis, which may or may not be correct. No representation or warranty, either expressed or implied, is or will be made by the Company, its advisers, or their respective affiliates, directors, officers, partners, members, employees, agents, representatives or advisers as to the accuracy or completeness of the information contained in this document, or on which this document is based or of any other written or oral communications with the recipient in connection with an evaluation of any transaction with or relating to the Company, and all liability therefore (including in respect of direct, indirect or consequential loss or damage) is expressly disclaimed. Nothing contained herein or therein is, or shall be relied upon as, a promise, warranty or representation, whether as to the past, present or the future. The recipient of this presentation acknowledges and agrees that no person has nor is held out as having any authority to give any statement, warranty, representation or undertaking on behalf of the Company.
- This presentation includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes",
"estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or
- intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this presentation and include, but are not limited to, statements regarding the Company's and/or
the Group's intentions, beliefs or current expectations concerning, among other things, the Company's and/or the Group's business, results of operations, financial position, prospects, growth and strategies and expectations of the industry.
- By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of the
Company and/or the Group's operations, financial position and the development of the markets and the industries in which the Group operates may differ materially from those described in, or suggested by, the forward-looking statements contained in this presentation. In addition, even if the Group's results of operations and financial position and the development of the markets and the industries in which the Company and the Group currently operate, are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or developments in subsequent periods. A number of risks, uncertainties and other factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements.
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