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SUBJECT TO CERTAIN EXCEPTIONS, THE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES OR BY U.S. PERSONS (AS DEFINED IN REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”)) AND THE MATERIALS ARE NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED UNDER REGULATION S).
The materials have not been reviewed or approved by the UK Financial Conduct Authority, or any other regulatory authority, government entity, listing authority or rating agency in any country.
The materials are not addressed to and directed at any retail investor in the European Economic Area (the “EEA”) or in the United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling any securities or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling any securities or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
The materials are not being distributed to and must not be passed on to the general public in the United Kingdom. It is only directed at those persons in the United Kingdom who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”), (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities of Artis LoanCo 1 PLC may otherwise lawfully be communicated or caused to be communicated (all such persons in (i)-(iii) above being “Relevant Persons”). Any investment activity to which these materials relate, will only be available to, and any invitation, offer or agreement to engage in such investment activity will only be engaged with Relevant Persons. Any person who is not a Relevant Person should not act or rely on these materials. By accessing these materials, you represent that you are a Relevant Person.
THE MATERIALS AND THE INFORMATION CONTAINED ON THIS WEBSITE DO NOT CONSTITUTE OR FORM PART OF ANY OFFER OR SOLICITATION TO BUY OR SELL SECURITIES IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S) OR IN ANY JURISDICTION OR JURISDICTIONS IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. NOTHING IN THIS WEBSITE OR ANY MATERIAL CONSTITUTES A PUBLIC OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATESAND MAY NOT BE OFFERED, SOLD, RESOLD, DELIVERED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. ACCORDINGLY, UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAW IS APPLICABLE, ANY SUCH SECURITIES MAY NOT BE OFFERED, SOLD, RESOLD, DELIVERED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION OF THE UNITED STATES IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR, REQUIRE REGISTRATION THEREOF IN, SUCH JURISDICTION.
THE SECURITIES ISSUED OR TO BE ISSUED BY ARTIS LOANCO 1 PLC REFERRED TO IN ANY MATERIAL HAVE NOT BEEN AND WILL NOT BE APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER UNITED STATES REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN SUCH SECURITIES OR THE ACCURACY OR THE ADEQUACY OF THESE MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
THE MATERIALS HAVE BEEN MADE AVAILABLE TO YOU IN AN ELECTRONIC FORM. YOU ARE REMINDED THAT MATERIALS TRANSMITTED VIA THIS MEDIUM MAY BE ALTERED OR CHANGED DURING THE PROCESS OF ELECTRONIC TRANSMISSION AND CONSEQUENTLY NONE OF THE ARTIS GROUP COMPANIES ACCEPTS ANY LIABILITY OR RESPONSIBILITY WHATSOEVER IN RESPECT OF ANY DIFFERENCE BETWEEN THE MATERIALS DISTRIBUTED TO YOU IN ELECTRONIC FORMAT AND THE HARD COPY VERSIONS. BY ACCESSING THIS WEBSITE, YOU CONSENT TO RECEIVING THE MATERIALS IN ELECTRONIC FORM. YOU ARE REMINDED THAT YOU HAVE ACCESSED THE MATERIALS ON THE BASIS THAT YOU ARE A PERSON INTO WHOSE POSSESSION THE MATERIALS MAY BE LAWFULLY DELIVERED IN ACCORDANCE WITH THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED AND YOU MAY NOT NOR ARE YOU AUTHORISED TO DELIVER THE MATERIALS, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON.
RESTRICTION: NOTHING IN THIS WEBSITE CONSTITUTES AN OFFER OF SECURITIES FOR SALE TO PERSONS OTHER THAN THE SPECIFIED QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS REGULATION AND RELEVANT PERSONS DESCRIBED ABOVE AND TO WHOM IT IS DIRECTED AND ACCESS HAS BEEN LIMITED SO THAT IT SHALL NOT CONSTITUTE A GENERAL SOLICITATION. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO THE FOREGOING RESTRICTIONS, YOU WILL BE UNABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED IN ANY OF THE MATERIALS.
NONE OF THE ARTIS GROUP COMPANIES ACCEPTS ANY LIABILITY WHATSOEVER FOR THE CONTENTS OF THE MATERIALS OR FOR ANY STATEMENT MADE OR PURPORTED TO BE MADE BY ANY OF THEM, OR ON ANY OF THEIR BEHALF, IN CONNECTION WITH ANY MEMBER OF THE ARTIS GROUP COMPANIES OR ANY OFFER. THE ARTIS GROUP COMPANIES ACCORDINGLY DISCLAIM ALL AND ANY LIABILITY WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE WHICH THEY MIGHT OTHERWISE HAVE IN RESPECT OF THE MATERIALS OR ANY SUCH STATEMENT. NO REPRESENTATION OR WARRANTY EXPRESS OR IMPLIED, IS MADE BY ANY MEMBER OF THE ARTIS GROUP COMPANIES AS TO THE ACCURACY, COMPLETENESS, VERIFICATION OR SUFFICIENCY OF THE INFORMATION SET OUT IN ANY MATERIAL.
IN RESPECT OF THIS WEBSITE OR ANY MATERIAL, NONE OF THE ARTIS GROUP COMPANIES MAKES ANY REPRESENTATION AS TO THE ACCURACY OF FORECAST INFORMATION. THESE FORECASTS INVOLVE RISK AND UNCERTAINTY BECAUSE THEY RELATE TO EVENTS AND DEPEND ON CIRCUMSTANCES THAT WILL OCCUR IN THE FUTURE. THERE ARE A NUMBER OF FACTORS THAT COULD CAUSE ACTUAL RESULTS OR DEVELOPMENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THESE FORECASTS. NO OTHER PERSONS SHOULD ACT ON OR RELY ON IT. THIS WEBSITE AND THE MATERIALS MAY INCLUDE FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING PLANS, OBJECTIVES, GOALS, STRATEGIES, FUTURE EVENTS OR PERFORMANCE, AND UNDERLYING ASSUMPTIONS AND OTHER STATEMENTS, WHICH ARE OTHER THAN STATEMENTS OF HISTORICAL FACTS. THE WORDS “BELIEVE,” “EXPECT,” “ANTICIPATE,” “INTENDS,” “ESTIMATE,” “FORECAST,” “PROJECT,” “WILL,” “MAY,” “SHOULD” AND SIMILAR EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS REGARDING: STRATEGIES, OUTLOOK AND GROWTH PROSPECTS; FUTURE PLANS AND POTENTIAL FOR FUTURE GROWTH; LIQUIDITY, CAPITAL RESOURCES AND CAPITAL EXPENDITURES; GROWTH IN DEMAND FOR PRODUCTS; ECONOMIC OUTLOOK AND INDUSTRY TRENDS; DEVELOPMENTS OF MARKETS; THE IMPACT OF REGULATORY INITIATIVES; AND THE STRENGTH OF COMPETITORS.
THE FORWARD-LOOKING STATEMENTS IN THIS WEBSITE OR ANY MATERIAL ARE BASED UPON VARIOUS ASSUMPTIONS, MANY OF WHICH ARE BASED, IN TURN, UPON FURTHER ASSUMPTIONS, INCLUDING, WITHOUT LIMITATION, MANAGEMENT’S EXAMINATION OF HISTORICAL OPERATING TRENDS, DATA CONTAINED IN THE RECORDS OF THE ARTIS GROUP COMPANIES AND OTHER DATA AVAILABLE FROM THIRD PARTIES. ALTHOUGH THE RELEVANT ARTIS GROUP COMPANY BELIEVES THAT THESE ASSUMPTIONS WERE REASONABLE WHEN MADE, THESE ASSUMPTIONS ARE INHERENTLY SUBJECT TO SIGNIFICANT UNCERTAINTIES AND CONTINGENCIES WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT AND ARE BEYOND ITS CONTROL, AND THE ARTIS GROUP COMPANIES MAY NOT ACHIEVE OR ACCOMPLISH THESE EXPECTATIONS, BELIEFS OR PROJECTIONS. NEITHER THE ARTIS GROUP COMPANIES, NOR ANY OF THEIR MEMBERS, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR ADVISERS INTEND OR HAVE ANY DUTY OR OBLIGATION TO SUPPLEMENT, AMEND, UPDATE OR REVISE ANY OF THE FORWARD-LOOKING STATEMENTS CONTAINED IN THE PRESENTATIONS. THESE REPORTS SHOULD NOT BE RELIED ON AS A GUIDE TO FUTURE PERFORMANCE, AND SHOULD NOT BE RELIED ON IN DECIDING WHETHER TO UNDERTAKE FUTURE INVESTMENT IN ANY ARTIS GROUP COMPANIES. NONE OF THE ARTIS GROUP COMPANIES IS OBLIGED, AND ACCEPTS ANY OBLIGATION, TO UPDATE THE INFORMATION ON THIS WEBSITE, AND NONE OF THE ARTIS GROUP COMPANIES GUARANTEES THAT THE INFORMATION ON THIS WEBSITE AND THE MATERIALS ARE UP-TO-DATE OR ACCURATE. NO PART OF ANY MATERIAL, NOR THE FACT OF ITS DISTRIBUTION, SHOULD FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR COMMITMENT OR INVESTMENT DECISION WHATSOEVER.
CERTAIN INFORMATION CONTAINED IN THE MATERIALS IS DERIVED FROM INFORMATION PROVIDED TO OR OBTAINED BY THE RELEVANT ARTIS GROUP COMPANY FROM THIRD PARTY SOURCES. ACCORDINGLY, WHILST THOSE SOURCES ARE BELIEVED TO BE RELIABLE AND ACCURATE, NONE OF THE ARTIS GROUP COMPANIES GUARANTEES THE ACCURACY, COMPLETENESS OR FAIRNESS OF THE MATERIALS OR OPINIONS CONTAINED THEREIN AND THEY SHOULD NOT BE RELIED ON AS SUCH. IT SHOULD BE NOTED THAT AUDITORS OF THE ARTIS GROUP COMPANIES HAVE NOT REVIEWED THE INFORMATION IN THE MATERIALS AND THE INFORMATION CONTAINED IN ANY MATERIAL HAS NOT BEEN INDEPENDENTLY VERIFIED.
YOU ARE RESPONSIBLE FOR PROTECTING AGAINST VIRUSES AND OTHER DESTRUCTIVE ITEMS. YOUR ACCESS TO THE MATERIALS IS AT YOUR OWN RISK AND IT IS YOUR RESPONSIBILITY TO TAKE PRECAUTIONS TO ENSURE THAT IT IS FREE FROM VIRUSES AND OTHER ITEMS OF A DESTRUCTIVE NATURE.
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