IMPORTANT NOTICE
RIGHTS OFFERING OF REINET INVESTMENTS S.C.A. (the “RIGHTS OFFERING”)
The prospectus relating to the Rights Offering (the “Prospectus”)
is being made available on this website by the Company in good faith
and for information purposes only. The Prospectus has been produced
solely for use in connection with the Rights Offering.
The Prospectus constitutes a prospectus for the purposes of Directive 2003/71/EC (the “Prospectus Directive”)
and has been prepared in accordance with the Luxembourg Law of 10 July
2005 on Prospectuses (loi du 10 juillet 2005 relative aux prospectus
pour valeurs mobilières) (the “Luxembourg Prospectus Law”). The
Prospectus has been approved and filed with the Commission de
Surveillance du Secteur Financier, the competent authority in
Luxembourg for the purposes of the Prospectus Directive in accordance
with the Luxembourg Prospectus Law and related regulations which
implement the Prospectus Directive under Luxembourg Law.The
prospectus issued by the Company on 10 October 2008 in connection with
the admission to trading of ordinary shares in the Company on the
Regulated Market of the Luxembourg Stock Exchange (the “Listing Prospectus”)
contains information which is relevant to the Rights Offering. To the
extent that the Prospectus incorporates information in the Listing
Prospectus, any such information should be read in conjunction with the
Prospectus. Any information so incorporated shall be incorporated as
modified or superseded by any statement contained in the Prospectus
(whether expressly, by implication or otherwise).
ACCESS TO THE PROSPECTUS
Please
read this notice carefully. It applies to all persons who view this
part of the website and, depending upon who you are and where you are
situated or live, it may affect your rights. This part of the website
contains the Prospectus. Please note that the information and the
documents contained or incorporated by reference in the Prospectus are
not necessarily complete and may be changed. In addition, this
disclaimer may be altered or updated. You should read it in full each
time you visit this part of the website.
Viewing the Prospectus
may not be lawful in certain jurisdictions. In other jurisdictions,
only certain categories of person are allowed to view the Prospectus.
The
Prospectus will not be distributed, directly or indirectly in or into
Italy the USA or any other jurisdiction where to do so would constitute
a breach of laws and/or regulations in that jurisdiction or may subject
the Company or its related entities to registration requirements within
that jurisdiction or loss of an exemption from such registration
requirements (each a “Restricted Jurisdiction”).
In
particular, none of the securities described in the Prospectus have
been or will be registered under the United States Securities Act of
1933, as amended (the “Securities Act”) or under any state
securities laws in the United States, and you must not access the
Prospectus if you are a U.S. person or are acting on behalf of a U.S.
person or distribute, directly or indirectly, the Prospectus in the
United States or to U.S. persons. Furthermore, the Rights Offering has
not and will not be registered under the Securities Act or any state
securities laws in the United States, and any securities to be offered
by the Company pursuant to the Rights Offering may only be offered,
placed or sold in offshore transactions outside the United States in
accordance with Regulation S under the Securities Act.
The
Prospectus must also not be distributed, directly or indirectly to
certain categories of persons in or resident in Germany, Spain,
Australia and Japan or any other persons where to do so would
constitute a breach of laws and/or regulations in their respective
jurisdiction or may subject the Company or its related entities to
registration requirements within that jurisdiction or loss of an
exemption from such registration requirements (each a “Restricted Person”).
Persons in or resident in Germany may only view the Prospectus if they
are an institutional investor within the meaning of section 2(11)
sentence 2 no 1 of the German Investment Act. Persons in or resident in
Spain may only view the Prospectus if they are a qualified investor
within the meaning of article 39 of Royal Decree 1310/2005, of November
4. Persons in or resident in Australia may only view the Prospectus if
they are a person in relation to whom disclosure obligations under the
Corporations Act 2001 (Cth) do not apply. Persons in or resident in
Japan may only view the Prospectus if viewing in full compliance with
the Financial Instruments and Exchange Law and all other applicable
laws and regulations promulgated by the relevant Japanese authorities
in effect at the relevant time.
Failure to comply with any such
requirements may constitute a violation of the laws and/or regulations
of any such jurisdiction. Accordingly, the Prospectus must not be
viewed if you are a Restricted Person or situated in, or a resident of,
a Restricted Jurisdiction. Furthermore, no reselling action may be
initiated or completed without the Company’s prior written consent if
such action(s) would constitute a breach of the laws and/or regulations
or may subject the Company or its related entities to registration
requirements or loss of an exemption from such registration
requirements. Copies of the Prospectus are not being, or may not
be, mailed or otherwise forwarded, distributed or sent to a Restricted
Person or in or into a Restricted Jurisdiction, and persons receiving
the Prospectus (including, without limitation, custodians, nominees and
trustees) must not mail, distribute or send it to a Restricted Person
or into or from a Restricted Jurisdiction, or use such mails or any
such means, instrumentality or facility for any purpose directly or
indirectly in connection with the Rights Offering or for any other
purpose.
FORWARD-LOOKING STATEMENTS
The Prospectus
includes 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", “intends”, "considers", "expects", "seeks",
"target", "strategy", "objective", "aim", "continue", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements relate to
matters that are not historical facts. They appear in a number of
places throughout the Prospectus and include statements regarding the
intentions, beliefs or current expectations of the Company and its
related entities concerning, among other things, the investment
objective and investment policy, financing strategies, investment
performance, results of operations, financial condition, liquidity,
prospects and dividend payments and policy of the Company and the
markets in which it, directly and indirectly, will invest and the
resources available to it from its related entities (including, without
limitation, Reinet Investment Advisors Limited). 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. The actual investment performance of the Company, its
results of operations, financial condition, liquidity, dividend
payments and the development of its financing strategies, and the
operation of the markets in which it is directly or indirectly invested
and the actual resources available to it, may differ materially from
the impression created by the forward-looking statements contained in
the Prospectus. In addition, even if the investment performance,
results of operations, financial condition, liquidity and dividend
payments of the Company, the development of its financing strategies
and the operation of the markets in which it is directly or indirectly
invested are consistent with the forward-looking statements contained
in the Prospectus, those results or developments or markets or
resources may not be indicative of results or developments or markets
or resources in subsequent periods.
Potential investors are
advised to read the Prospectus in its entirety, and, in particular, the
section entitled “Risk Factors” for a further discussion of the factors
that could affect the future performance of the Company. In light of
these risks, uncertainties and assumptions, the events described in the
forward-looking statements in the Prospectus may not occur. These
forward-looking statements speak only as at the date of the Prospectus.
Subject to its legal and regulatory obligations, the Company expressly
disclaims any obligations to update or revise any forward-looking
statement contained in the Prospectus to reflect any change in
expectations with regard thereto or any change in events, conditions or
circumstances on which any statement is based.
BASIS OF ACCESS TO THE PROSPECTUS
Access
to the electronic version of the Prospectus is being made in good faith
and for information purposes only. Any person seeking to gain access to
the Prospectus represents and warrants to the Company that they are
doing so for information purposes only.
Persons viewing the
Prospectus should seek advice from an independent financial adviser as
to the suitability of any action for the individual concerned. Any
action required by shareholders in connection with the Rights Offering
or any other transactions described in the Prospectus will only be set
out in documents sent to or made available to shareholders and any
decision made by such shareholders should be made solely and only on
the basis of information provided in those documents.
Confirmation of understanding and acceptance of disclaimer
I
have read and understood the disclaimer set out above. I understand
that it may affect my rights. I agree to be bound by its terms and the
other terms and conditions of use applying to this website. I confirm
that I am permitted to proceed to this part of the site.
I CONFIRM
I CANNOT CONFIRM
By
clicking "I CONFIRM" above, you certify that you are not a Restricted
Person or a resident of or located in, or a partnership or corporation
organised or incorporated or registered in a Restricted Jurisdiction or
a person acting on behalf of the foregoing and agree that you will not
re-transmit, send or otherwise transfer any of the information
contained on this website to any Restricted Person or any person in or
resident in a Restricted Jurisdiction.
PLEASE NOTE that it is
your responsibility to satisfy yourself as to the full observance of
any relevant laws and regulatory requirements. If you are in any doubt,
you should not continue to seek access to this area of the website.
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