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 Any information so incorporated shall be incorporated as modified or superseded by any statement contained in the Prospectus (whether expressly, by implication or otherwise).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.
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
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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.