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Disclaimer
This presentation document and its content (the “Presentation”) have been prepared by Management Resource Solutions Plc (the “Company”) for information purposes only. This Presentation is being made available and communicated to you for the purposes of a 'market sounding' pursuant to article 11 of the EU Market Abuse Regulation (Regulation 596/2014) (“MAR”). This Presentation is confidential and should not, unless otherwise agreed in advance in writing by the Company, be copied, distributed, published or reproduced (in whole or in part) or disclosed by any recipient to any other person. This Presentation has been prepared by the Company and is based on information currently available. No representation or warranty as to the accuracy or completeness of any information contained herein is given by or on behalf of the Company or its respective shareholders, directors, officers, partners, employees or advisers or any other person, and no liability whatsoever (whether direct, indirect, incidental, special, consequential, punitive or otherwise) is accepted for any loss arising from any use of such information or
- pinions or otherwise arising in connection therewith (including in the case of negligence, but excluding any liability for fraud, death and/or personal injury).
The information contained herein does not purport to be complete and is subject (in whole or in part) to updating, completion, revision, amendment and verification. All statements of opinion contained in this Presentation, all views expressed and all projections, forecasts or statements relating to expectations regarding future events, or the possible future performance of the Company, represent the Company's own assessment, based on information available to it as at the date hereof. Actual results could differ materially from such opinions, views, projections, forecasts and statements set-forth herein. The historical performance of any previous business and/or transactions as reported herein should not be relied upon as an indication of likely performance. Past performance is no guarantee of future performance. The Presentation contains forward-looking statements, which relate, inter alia, to the Company’s proposed strategy, plans and objectives. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of the Company that could cause the actual performance or achievements of the Company to be materially different from such forward-looking statements. Accordingly, you should not rely on any forward-looking statements and the Company accepts no obligation to disseminate any updates or revisions to such forward-looking statements. The distribution of this Presentation (in whole or in part) is restricted in certain jurisdictions. No action has been taken to permit the distribution of this Presentation in any jurisdiction where action would be required for such purpose. Accordingly, no person receiving a copy of this Presentation in any territory may treat it as constituting an invitation to him to purchase or subscribe for any interest of any nature whatsoever in the Company. The Presentation should not be distributed, published, reproduced or otherwise made available in whole or in part by recipients to any other person and, in particular, should not be distributed to persons with an address in the United States of America, the Republic of South Africa, the Republic of Ireland, Japan or Canada or in any other country outside the United Kingdom where such distribution may lead to a breach of any legal or regulatory requirement. No securities commission or similar authority in Canada has in any way passed on the merits of the securities offered hereunder and any representation to the contrary is an offence. No document in relation to the placing has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission, and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the placing or the shares. Accordingly, subject to certain exceptions, the shares may not, directly or indirectly, be offered or sold within Canada, Japan, South Africa or the Republic of Ireland or offered or sold to a resident, national or citizen of Canada, Japan, South Africa or the Republic of Ireland. The shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, any US Person as that term is defined in Regulation S under the US Securities Act. The Company has not been registered and will not register under the United States Investment Company Act of 1940, as amended. This Presentation has not been approved by a person authorised under Financial Services and Markets Act 2000, as amended, for the purposes of section 21 of FSMA. The Presentation is being distributed only to and is only directed at: (i) persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (“Qualified Investors”); and (ii) persons in the United Kingdom: (a) 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, as amended (the “Order”); (b) persons falling within Article 49(2)(a) to (d) of the Order (including high net worth companies and unincorporated associations); or (c) to whom it may otherwise be lawfully distributed (all such persons together being referred to as “Relevant Persons”). Any person who is not a Relevant Person should not act or rely on the Presentation or any of its contents. The information in this Presentation does not purport to be complete nor does it contain all of the information that would be required for a disclosure statement or prospectus prepared in accordance with the Corporations Act 2001 (Cth) (Corporations Act). It should be read in conjunction with the Company's other periodic releases. This Presentation is being distribution only and is only directed at "sophisticated investors" (within the meaning of section 708(8) of the Corporations Act or "professional investors" (within the meaning
- f section 708(11) of the Corporations Act) (Exempt Investor). Any person who is not a sophisticated investor or a professional investor should not act or rely on the Presentation or any of its contents.
Reliance on this Presentation for the purposes of engaging in investment activity may expose an individual to a significant risk of losing all of the property invested or of incurring additional liability. Any individual who is in any doubt about the investment to which this Presentation or subsequent communication relates should consult an authorised person specialising in advising on investments of the kind in question. By agreeing to receive this Presentation you: (i) undertake, represent and warrant that you are a Relevant Person or an Exempt Investor; (ii) unconditionally agree to the foregoing (including, without limitation, that the liability of the Company, their shareholders and affiliates, and their respective directors, officers, employees, agents and advisors shall be limited in the manner described above); and (iii) you undertake, represent and warrant that you will use the information in this Presentation solely for evaluating your possible interest in the Company and for no other purpose. The information contained in this Presentation may constitute inside information for the purposes of the Criminal Justice Act 1993, as amended, (the “CJA”) or inside information for the purposes of article 7 of MAR. Consequently, recipients of such information must not (i) engage or attempt to engage in (a) market manipulation or (b) insider dealing; (ii) recommend that another person engages in insider dealing or induce another person to engage in insider dealing; or (iii) unlawfully disclose inside information (as such terms are defined in MAR). IF YOU ARE NOT A RELEVANT PERSON OR DO NOT AGREE WITH THE FOREGOING, PLEASE DO NOT PROCEED FURTHER IN THIS PRESENTATION.