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DISCLAIMER – IMPORTANT NOTICE
KELSO GROUP HOLDINGS PLC (THE “COMPANY”)
Please read the following notice carefully before deciding whether to click on the link below to access a prospectus prepared by the Company (the “Prospectus”). This notice applies to all persons who view this webpage. Please note this notice may be altered or updated. You should therefore read it in full each time you visit this site.
The Prospectus has been prepared solely in respect of the Company’s admission to the standard listing segment of the Official List of the UK Listing Authority and to trading on the main market for listed securities of London Stock Exchange (“Admission”). No shares or other securities of the Company are being offered for subscription or sale in any jurisdiction pursuant to the Prospectus. The Prospectus is being made publicly available for information purposes only and does not require any action to be taken by shareholders of the Company. The Prospectus does not constitute an offer or invitation to any person to subscribe for or purchase shares or any other securities in the Company.
BEFORE DOWNLOADING, PRINTING OR VIEWING THE PROSPECTUS AND/OR ANCILLARY INFORMATION CONTAINED HEREIN (THE “INFORMATION”), PLEASE CAREFULLY READ THIS DISCLAIMER. BY ACCESSING THE INFORMATION, YOU AGREE TO AND ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPT THESE TERMS AND CONDITIONS OF ACCESS. THE INFORMATION ON THIS PAGE IS NOT PART OF THE PROSPECTUS. IF YOU DO NOT UNDERSTAND IT, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER WITHOUT DELAY.
THE INFORMATION CONTAINED ON THIS WEBSITE MAY BE SUBJECT TO MATERIAL UPDATING, REVISION, CORRECTION, COMPLETION AND AMENDMENT. STATEMENTS CONTAINED ON THIS WEBSITE INCLUDE STATEMENTS OF CIRCUMSTANCES WHICH MAY EXIST ON THE DATE UPON WHICH THE COMPANY SHARES ARE ADMITTED TO THE OFFICIAL LIST AND TO TRADING ON THE LONDON STOCK EXCHANGE, BUT MAY NOT EXIST AT THE DATE UPON WHICH THE INFORMATION CONTAINED ON THIS WEBSITE IS ACCESSED. THE COMPANY RESERVES THE RIGHT TO AMEND OR UPDATE THIS DISCLAIMER AND INFORMATION. YOU SHOULD THEREFORE READ THE CONTENTS OF THIS DISCLAIMER AND INFORMATION CONTAINED ON THIS WEBSITE EACH TIME YOU VISIT.
THE INFORMATION IS NOT DIRECTED AT OR TO BE ACCESSIBLE BY, OR FOR RELEASE, PUBLICATION, OR DISTRIBUTION TO, IN WHOLE, OR IN PART, DIRECTLY OR INDIRECTLY, PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE PROSPECTUS AND THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH OR CONSENT OR ANY OTHER FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS (“RESTRICTED JURISDICTION”).
YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS WEBSITE TO ANY PERSON OR THIRD PARTY. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY PERSONS OR THIRD PARTIES IN A RESTRICTED JURISDICTION.
Production or distribution of Information in an overseas jurisdiction
The Information contained herein has been prepared for the purposes of complying with English law only and is not, nor intended to be, directed at or accessible by persons resident or located in a Restricted Jurisdiction. The Information disclosed in this website may therefore not be the same as what would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any other jurisdiction.
Viewing and/or accessing the Information, may be restricted under securities laws in your jurisdiction. It is therefore the sole responsibility of all persons resident or located outside of the United Kingdom, who wish to view the Information, to satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so, and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this website or are in any doubt as to whether you are permitted to view the Information, please exit this website immediately.
Production or distribution of Information in the US or to US Persons
This website and the Information contained herein relate to, and is issued solely in connection with, Admission. This website and the Information contained herein is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities, or a solicitation of any vote or approval with respect to the Merger or otherwise, nor shall there be any offer, solicitation or sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under securities laws of any such jurisdiction. The securities referred to on this website and in the Information contained herein may not be offered, sold or transferred, directly or indirectly, in, into or from the United States absent registration under the U.S. Securities Act of 1933 (the “Securities Act”) or pursuant to an applicable exemption therefrom, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any applicable state or other jurisdiction of the United States. This website and the Information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States and may not be distributed, directly or indirectly within the United States. Neither the U.S. Securities Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities referred to on this website or in the Information contained herein or passed upon the adequacy or accuracy of this website of the Information contained herein. Any representation to the contrary is a criminal offence in the United States.
Forward-looking statements
Some of the statements in the Prospectus include forward-looking statements which reflect the Company’s and/or the Directors’ current views with respect to financial performance, business strategy and future plans, both with respect to the Company and the sectors and industries in which the Company operates. Statements which include the words ”expects”, ”intends”, ”plans”, ”believes”, ”projects”, ”anticipates”, ”will”, ”targets”, ”aims”, ”may”, ”would”, ”could”, ”continue” and similar statements are of a future or forward-looking nature.
All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause the Company’s actual results to differ materially from those indicated in these statements. These factors include but are not limited to those described in the part of the Prospectus entitled ”Risk Factors”, which should be read in conjunction with the other cautionary statements that are included in the Prospectus. Any forward-looking statements in the Prospectus reflect the Company’s current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Company’s operations, results of operations and growth strategy.
These forward-looking statements speak only as of the date of the Prospectus. Subject to any obligations under the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules, the Company undertakes no obligation publicly to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. All subsequent written and oral forward-looking statements attributable to the Company or individuals acting on behalf of the Company are expressly qualified in their entirety by this paragraph. Prospective investors should specifically consider the factors identified in the Prospectus which could cause actual results to differ before making an investment decision.
No statement in the Prospectus is intended as a profit forecast and no statement in the Prospectus should be interpreted to mean that the earnings of the Company and/or the earnings per share for the current or future years would necessarily match or exceed the historical published earnings of the Company and/or earnings per share.
Miscellaneous
If you are in any doubt about the contents of this website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser. This disclaimer and the terms and conditions of access are governed and interpreted pursuant to the laws of England and Wales. If any part of these terms and conditions is deemed unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. None of these terms and conditions are enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to its terms.
Access to the Information
In order to access the Information, you must have read this disclaimer carefully and confirm the statements below by clicking “I ACCEPT”. If you are unable to agree to these terms and conditions of access, you should click “I DECLINE” and you will not be able to view the Information.
Confirmation of understanding and acceptance
• I have read and understood the notice set out above and I agree to be bound by its terms.
• I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal.
• I will not print or otherwise seek to copy, mail, forward, distribute or send any of the materials on this website to any other person at any time.
• I represent and warrant to the Company that I intend to access this website for information purposes only.
If you are not able to give these confirmations, you should click on I DECLINE below.