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The Materials do not constitute or form a part of any offer to sell or issue, or any solicitation of any offer to purchase, subscribe for or otherwise acquire, securities in the United States, Australia, Canada, South Africa, Japan or in any jurisdiction in which such an offer or solicitation would be unlawful (the “Excluded Territories”). Any securities issued in connection with an offering have not been and will not be registered under the US Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or other jurisdiction of the United States, Australia, Canada, South Africa or Japan. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States, Australia, Canada, South Africa, Japan, or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States.
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Certain statements contained in the Materials, including those relating to the offering, are “forward-looking statements”. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Many of these risks and uncertainties relate to factors that are beyond the Issuer’s ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of governmental regulators and other risk factors such as the Issuer’s ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Issuer operates or in economic or technological trends or conditions, including inflation and consumer confidence, on a global, regional or national basis.
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The Materials are only addressed to and directed at persons who are outside the United Arab Emirates (“UAE”) or who have been invited to access them Materials by an authorising entity that is licensed by the Securities and Commodities Authority to promote financial products in the UAE (a “UAE Selling Agent”). To the extent you have not been invited to view the material by a UAE Selling Agent, you must be a “professional investor” within the meaning of Chairman of the SCA Board of Directors Decision No. (13/RM) of 2021 Concerning the Financial Activities Rule Book and Mechanism of Adjustment (the “SCA Regulations”) or have approached a bank that is not an authorising entity in connection with the offering on a reverse solicitation basis in accordance with the SCA Regulations (a “Professional Investor”).
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