You must read the following disclaimer before continuing. This disclaimer applies to the presentation following this page (Document). You are advised to read this disclaimer carefully before reading or making any other use of the Document. By receiving this Document, you agree to be bound by the terms and conditions set out in this disclaimer, including any modifications to them from time to time.
This Document is being issued by SalvOcean Limited to a limited number of parties in connection with the possible issue of shares by SalvOcean Limited (Company).
The purpose of this Document is to assist the recipient in deciding whether they wishes to proceed with a further investigation of the issue of shares by the Company, and in determining the terms for such transaction. This Document does not constitute an offer or invitation for the sale or purchase of securities or any of the businesses or assets described in it.
The information in this Document, which does not purport to be comprehensive, has been provided by the Company and has not been independently verified. THE INFORMATION IN THIS PRESENTATION, WHICH IS IN DRAFT FORM AND IS INCOMPLETE, IS SUBJECT TO UPDATING, COMPLETION, REVISION, AND AMENDMENT. While this information has been prepared in good faith, no representation or warranty, express or implied, is or will be made and no responsibility or liability is or will be accepted by the Company, or any of the Company’s officers, employees or agents in relation to the accuracy or completeness of this Document or any other written or oral information made available to any interested party or its advisers and any such liability is expressly disclaimed. In particular, this Document refers to certain events as having occurred which have not yet occurred at the date of publication, but which are expected to occur in due course.
No information set out or referred to in this Document shall form the basis of any contract. Any prospective purchaser of shares and/or interest in the Company shall be required to acknowledge in any relevant that it has not relied on or been induced to enter into such an agreement by any representation or warranty, save as expressly set out in such agreement. No reliance may be placed for any purpose whatsoever on the images contained in this Document, which have been included to give the recipient an understanding of the business strategy, plans and objectives of management for future operations of the Company.
This Document has been delivered to interested parties for information only and on the express understanding that they shall use it only for the purpose set out above. The Company gives no undertaking to provide the recipient with access to any additional information or to update this Document or any additional information, or to correct any inaccuracies in it which may become apparent, and it reserves the right, without giving reasons, at any time and in any respect, to amend or terminate the procedure for the issue of shares by, the Company or to terminate negotiations with any prospective purchaser.
The issue of this Document shall not be deemed to be any form of commitment on the part of the Company to proceed with any transaction.
This Document has not been approved by the Financial Conduct Authority (FCA), nor is it intended that any further versions of this Document will be so approved. Any sale of shares in the Company will only be made to qualified investors for the purposes of and as defined in section 86 of Financial Services and Markets Act 2000 (FSMA) and accordingly this Document does not constitute, and the Company is not making an offer to the public within the meaning of sections 85(1) and 102B of FSMA.
For the purpose of Section 21 of FSMA, this Document constitutes a financial promotion which has been issued by the Company, but whose content has not been approved by any person authorised by the FCA. Accordingly, it may only be used as a communication made to (i) persons authorised under FSMA and other categories of “investment professional” defined in accordance with article 19 of FSMA (Financial Promotion) Order 2005 (the Order); (ii) “certified high net worth individuals” as defined in accordance with article 48 of the Order; (iii) high value entities as referred to in article 49(2) (a), (b) and/or (c) of the Order (or individuals in their capacities as directors, officers or employees of such entities); (iv) “sophisticated investors” as defined in accordance with article 50 of the Order; and (v) “self-certified sophisticated investors” as defined in accordance with article 50A of the Order. The Company has not sanctioned the use of this Document for a financial promotion to any person not falling under articles 19, 48, 49, 50 or 50A of the Order and no such person should place reliance upon this Document for any purpose. Use of this Document other than in accordance with this restriction is not permitted and may contravene FSMA.
This Document is not being distributed to persons outside the United Kingdom, and the distribution of this Document into jurisdictions other than the United Kingdom may be restricted by law. Any failure to comply with any of the restrictions may constitute a violation of the securities law of any such jurisdiction (Restricted Jurisdiction). In particular this Document should not be distributed in or into, forwarded to or transmitted to the United States or any other Restricted Jurisdiction.
The shares in the Company have not been, and will not be, registered under the United States Securities Act 1933 or under the securities laws of any state, district or other jurisdiction of the United States, or under the securities laws of any other Restricted Jurisdiction or any state, province or territory thereof or any other jurisdiction outside the United Kingdom. There will be no public offer in any Restricted Jurisdiction. Accordingly, the shares of the Company may not be taken up, offered, sold, resold, delivered or distributed, directly or indirectly, through CREST or otherwise, within, into or from the United States or any of the other Restricted Jurisdictions or to, or for the account of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of such jurisdictions or to any person in any country or territory where to do so would or might contravene local securities laws or regulations except pursuant to an applicable exemption.
This Document does not and will not constitute an offer to sell or the solicitation of any offer to buy shares of the Company or any other securities in any jurisdiction in which such offer or solicitation is unlawful. No action has been taken by the Company that would permit an offer of shares in the Company or possession or distribution of this Document where action for that purpose is required. Persons into whose possession this Document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law or other laws of any such jurisdictions.
No reliance may be placed for any purpose whatsoever on the information or opinions contained in this Document or on its completeness, accuracy or fairness, save that the Company shall not exclude any liability for, or remedy in respect of, fraudulent misrepresentation in this Document.
Forward Looking Statement
All statements other than statements of historical facts included in this Document, including, without limitation, those regarding the Company’s financial position, business strategy, plans and objectives of management for future operations or statements relating to expectations in relation to sales, earnings, profits or dividends or any statements preceded by, followed by or that include the words “targets”, “believes”, “expects”, “aims”, “intends”, “plans”, “will”, “may”, “anticipates”, “would”, “could” or similar expressions or the negative thereof, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company’s control that could cause the actual results, performance, achievements of or dividends paid by, the Company to be materially different from future results, performance or achievements, or dividend payments expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as of the date of this Document.
If you have not received this Document directly from the Company, your receipt is unauthorised. Please return this Document to the Company immediately.
