ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS (THE “MATERIALS”) ARE BEING MADE AVAILABLE ON THIS WEBSITE BY [ODYSSEY], INC (THE “COMPANY” AND, TOGETHER WITH ITS SUBSIDIARIES, THE “GROUP”) IN GOOD FAITH AND FOR INFORMATIONAL PURPOSES ONLY.
THESE MATERIALS ARE NOT DIRECTED AT AND ARE NOT FOR RELEASE, PUBLICATION, DISTRIBUTION, FORWARDING OR TRANSMISSION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT OR PHYSICALLY LOCATED IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE “UNITED STATES”), AUSTRALIA, CANADA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Please read this notice carefully – it applies to all persons who view this website. Please note that the information set out below may be altered or updated from time to time. You should read it in full each time you visit this website. If you access these Materials on this website, you agree to be bound by the terms and conditions below. If you do not agree to the terms and conditions, do not access this website or view any of these Materials.
Overseas Persons
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These Materials have been prepared by the Company for information purposes only and do not constitute or form part of an offer to sell or issue or the solicitation of an offer to buy, subscribe for or acquire any securities mentioned in the Materials (the “Securities”) in any jurisdiction in which any such offer or solicitation would be unlawful. The information contained herein is restricted and, is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, New Zealand, Japan or the Republic of South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful. Potential users of this information are requested to inform themselves of, and to observe, any such restrictions.
Neither the Materials nor any part of them contains or constitutes an offer to sell or issue, or the solicitation of an offer to buy, securities, including to any person in the United States (including to any persons elsewhere who are “U.S. persons” within the meaning of that term as it is used in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), Australia, Canada, New Zealand, Japan or the Republic of South Africa.
The Securities have not been and will not be registered under the Securities Act. The Securities may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any U.S. Persons absent registration under the Securities Act, except pursuant to a transaction meeting the requirements of Regulation S, pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Securities have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Securities referred to in the Materials or the accuracy or adequacy of the Materials. Any representation to the contrary is a criminal offence in the United States. There will be no offer of Securities in the United States nor any public offering of such Securities under the Securities Act. The Materials should not be viewed by any persons resident or physically located in the United States.
The Securities will not be registered under applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Australia, Canada, New Zealand, Japan or the Republic of South Africa. Accordingly, unless an exemption under the relevant securities law is applicable, the Securities may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States (or to or for the benefit of any U.S. Persons), Australia, Canada, New Zealand, Japan or the Republic of South Africa or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction. Any Securities that may be offered out of the United States to non-U.S. Persons will be subject to the conditions listed under Section 903(b)(3), or Category 3, of Regulations S under the Securities Act. Such Securities will also be “restricted securities” as defined in Rule 144 under the Securities Act.
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The Materials are directed only at and may only be communicated to (i) in member states of the European Economic Area (the “EEA”), persons who are qualified investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended (the “EU Prospectus Regulation”) (“Qualified Investors”); and (ii) in the United Kingdom, qualified investors within the meaning of Article 2(e) of the EU Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 who are also (a) persons who have professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or, (b) persons who are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order, or (c) persons to whom it may otherwise be lawful to communicate it (each a “Relevant Person”). Any investment or investment activity to which the Materials relate is only available to Qualified Investors in the EEA and Relevant Persons in the United Kingdom. Any person who is not a Qualified Investor in the EEA or a Relevant Person in the United Kingdom, or is not otherwise permitted under applicable law or regulation to access the Materials, should not act or rely on the Materials.
Basis of Access
Access to the Materials is for information purposes only. Any person seeking access to the Materials represents and warrants to the Company that they are doing so for information purposes only.
Making press announcements and other documents available in electronic format does not constitute or form part of an offer to sell or the solicitation of an offer to buy securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities of the Company.
Unless otherwise determined by the Company and permitted by applicable law and regulation, copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise forwarded, published, distributed, transmitted or sent in or into the United States, Australia, Canada, New Zealand, Japan or the Republic of South Africa and persons receiving such documents (including custodians, nominees and trustees) must not publish, distribute, forward, transmit or send them in, into or from the United States, Australia, Canada, New Zealand, Japan or the Republic of South Africa. The Company and its advisers do not assume any responsibility for any violation by any person of any of these restrictions.
General
The Materials include statements that are, or may be deemed to be, “forward looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “targets”, “predicts”, “projects”, “assumes”, “expects”, “intends”, “plans”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology or by their context. These forward-looking statements include all matters that are not historical facts. They appear in a number of places and include, but are not limited to, statements regarding the Group’s intentions, beliefs or current expectations concerning, amongst other things, the Group’s business, results of operations, financial condition, liquidity, prospects, growth and strategies. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and the actual results of operations, financial condition and liquidity, and the development of the industry in which the Group operates, may differ materially from those made in or suggested by the forward-looking statements set out in the Materials. Past performance of the Company cannot be relied on as a guide to future performance. Forward-looking statements speak only as at the date of the Materials and the Company and each of its directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligations or undertaking to release any update of, or revisions to, any forward-looking statements in the Materials. No statement in the Materials is intended to be a profit forecast. As a result, you are cautioned not to place any undue reliance on such forward-looking statements. In addition, even if the results of operations, financial condition and liquidity of the Group, and the development of the industry in which the Group operates, are consistent with the forward-looking statements set out in the Materials, those results or developments may not be indicative of results or developments in subsequent periods.
The information contained in the Materials is not comprehensive. Although care has been taken by the Company in the preparation of the information, not all such information may be accurate and up to date in all respects and the Company accepts no responsibility to update the information contained in this webpage. No reliance may be placed for any purpose whatsoever on the information or opinions contained in the Materials or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein.
All information is provided without any warranties of any kind and the Company and each of its directors, officers, employees, agents, affiliates or advisers make no representations and disclaim all express and implied warranties and conditions of any kind, including, without limitation, representations, warranties or conditions regarding accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose and the Company and each of its directors, officers, employees, agents, affiliates or advisers assumes no responsibility to you or any third party for the consequences of any errors or omissions. The Company does not accept any responsibility, obligation or liability whatsoever for any direct or indirect or consequential loss or damages of any kind resulting from any use of or reliance on this webpage or any information contained in it.
Certifications
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By clicking on the "Agree" button, you warrant and represent that you have read and understood the information set forth above, are not resident or physically present in the United States, Australia, Canada, New Zealand, Japan or the Republic of South Africa, are not acting on behalf of someone who is resident or physically present in the United States, Australia, Canada, New Zealand, Japan or the Republic of South Africa and agree that you will not transmit or otherwise send any information contained in the Materials (either in whole or in part) to any person in the United States, Australia, Canada, New Zealand, Japan or the Republic of South Africa or to publications with a general circulation in the United States, Australia, Canada, New Zealand, Japan or the Republic of South Africa.
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