SLIDE 1
Investor Presentation
September 2019
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THIS PRESENTATION AND ITS CONTENTS ARE NOT FOR RELEASE, REPRODUCTION, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL. THIS PRESENTATION IS NOT AN OFFER OR AN INVITATION TO BUY, SELLOR SUBSCRIBE FOR SECURITIES. IMPORTANT: Please read the following before continuing. The following applies to this document and the information contained therein, the oral presentation by Finablr Plc (the “Company”) or any person on behalf of the Company, and any question-and-answer session that follows the oral presentation (collectively, the “Information”). The Information has been prepared by the Company for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the Information
- r its accuracy, fairness or completeness. The Information and opinions contained herein are provided as at the date of this presentation and are subject to change without notice. This presentation is the sole responsibility of the Company and has not been reviewed
- r approved by any regulatory or supervisory authority.
The Information is an advertisement and is not, and should not be construed as, a prospectus for the purposes of the Prospectus Rules of the Financial Conduct Authority (the “FCA”) and investors should not subscribe for or purchase any securities referred to in the Information except solely on the basis of information contained in a prospectus which may be published by the Company in connection with any proposed offering of securities of the Company. The Company has not decided whether formally to proceed with an
- ffering. None of J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove), Barclays Bank PLC, acting through its investment bank, (“Barclays” meaning any entity within the Barclays Group of companies, where “Barclays
Group” means Barclays Bank PLC and any of their subsidiaries, affiliates, ultimate holding company and any subsidiaries or affiliates of such holding company), Goldman Sachs International, EFG – Hermes UAE Limited, Merrill Lynch International and Numis Securities Limited (together, the “Banks”), nor any of their respective directors, officers, employees, agents, affiliates, advisors or agents have independently verified the data contained herein. To the extent available, the industry, market and competitive position data contained in the Information come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein has been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company reasonably believes that each of these publications, studies and surveys has been prepared by a reputable party, neither the Company nor the Banks, nor any of their respective directors, officers, employees, agents, affiliates, advisors or agents, have independently verified the data contained therein. In addition, certain industry, market and competitive position data contained in the Information come from the Company’s internal research and estimates based on the knowledge and experience of the Company’s management in the markets in which the Company operates. While the Company reasonably believes that such research and estimates are reasonable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change. Accordingly, reliance should not be placed on any of the industry, market or competitive position data contained in the Information. Certain numbers, in the Information are unaudited and are based on internal records. It is intended that certain numbers will be subject to further review in due course. Once they have been reviewed such numbers may be amended and the final numbers may differ from those set out in the Information. Until such time as that review is complete and any final numbers are published, no reliance shall be placed on, and the Company, the Banks and their respective advisors, shall not be liable in any way in respect of, such numbers. This presentation includes certain operational and financial measures not presented in accordance with IFRS and, therefore, are not measures of financial performance in accordance with IFRS and may exclude items that are significant in understanding and assessing the Company’s financial results or future prospects. Therefore, these measures should not be considered in isolation or as an alternative performance measures under IFRS. You should be aware that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies. The Information does not purport to be comprehensive. To the fullest extent permitted by law, neither the Company, nor the Banks nor any of their respective directors, officers, employees, agents, affiliates, advisors or agents, accepts any responsibility or liability whatsoever for (whether in contract, tort or otherwise) or makes any representation, warranty or undertaking, express or implied, as to the truth, fullness, fairness, accuracy or completeness of the Information (or whether any information has been omitted from it) or any other information or opinion relating to the Company, its subsidiaries, affiliates or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the Information or otherwise arising in connection therewith. In giving this presentation, neither the Company nor the Banks, nor any of their respective directors, officers, employees, agents, affiliates, advisors or agents, undertake any obligation to provide the recipient(s) with access to any additional information or to update the Information, or to correct any inaccuracies in the Information, including any data or forward-looking statements. Any decision to purchase or subscribe for securities of the Company in any offering should be solely based on information contained in any prospectus or offering circular that may be published by the Company in final form in relation to any proposed offering and which would supersede the Information in its entirety. The Information has been prepared by the Company solely for information purposes and does not constitute or form part of, and should not be construed as, an offer or the solicitation of an offer to subscribe for or purchase securities of the Company nor does it purport to give legal, tax or investment advice. The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, or into Australia, Canada, Japan, South Africa or the United States or any jurisdiction in which it would be unlawful to do so. Any failure to comply with this restriction may constitute a violation of applicable securities law and regulations. Persons into whose possession this document comes should observe all relevant restrictions. Any securities referred to herein have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”), and may not be offered or sold in the United States absent registration under the Securities Act except to persons reasonably believed to be qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act or another exemption from, or in transactions not subject to, the registration requirements of the Securities Act. No public offering of the securities is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the UnitedStates, Australia, Canada, Japan, South Africa. The Information is only addressed to and directed at the limited number of invitees who: (A) if in member states of the European Economic Area, are persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (EU Directive 2003/71/EC, as amended) (“Qualified Investors”); and (B) if in the United Kingdom are investment professionals (i) having professional experience in matters relating to investments falling under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); and (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (C) are other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). The Information must not be acted or relied on (i) in the United Kingdom, by persons who are not Relevant Persons and (ii) in any member state of the European Economic Area, other than the United Kingdom, by persons who are not Qualified Investors. Any investment activity in the United Kingdom to which the Information relates is available only to Relevant Persons and may be engaged in only with Relevant Persons. Nothing in the Information constitutes investment advice and any recommendations that may be contained therein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient. If you have received this document and you are not a Relevant Person you must return it immediately to the Company and not copy, reproduce or otherwise disclose it (in whole orin part). The Information may include forward-looking statements, which are based on current expectations and projections about future events. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target”, “believe”, “expect”, “aim”, “intend”, “may”, “anticipate”, “estimate”, “plan”, “project”, “will”, “can have”, “likely”, “should”, “would”, “could” and any other words and terms of similar meaning or the negative thereof. These forward-looking statements are subject to risks, uncertainties and assumptions about the Company and its subsidiaries and its investments, including, among other things, the development of its business, strategy, trends in its operating environment, and future capital expenditures and acquisitions. In light
- f these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. No representation or warranty is made that any forward-looking statement will come to pass. No one undertakes to update, supplement, amend or revise any
such forward-looking statement. Except where otherwise indicated, the Information and the opinions contained therein are provided as at the date of the presentation and are subject to change without notice. Barclays Bank PLC, Goldman Sachs International, J.P. Morgan Securities plc and Merrill Lynch International are authorised by the Prudential Regulation Authority (the “PRA”) and regulated by the PRA and the FCA and Numis Securities Limited is authorised and regulated by the FCA and the Banks and their respective directors, officers, employees, agents, affiliates, advisors and agents, are acting exclusively for the Company and no one else in connection with this presentation or any future transaction in connection with it and will not regard any other person (whether or not a recipient of this presentation) as a client and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to any transaction or arrangement referred to in the Information. This document is being used in connection with proposed meetings of the Company and no copy of this document will be left behind after such meetings. By attending such meetings, you will be deemed to have represented, warranted and undertaken that: (i) you are a person to whom the Information may lawfully be communicated; and (ii) you have read, understood and agree to comply with the contents of this disclaimer.
Disclaimer
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