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THE MATERIALS CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO U.S. PERSONS OR IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
The information and materials contained herein (the “Website Materials“) are exclusively intended for persons who are not residents of the United States and who are not physically present in the United States. The information contained herein and on the pages that follow does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in any jurisdiction, including the United States or in any jurisdiction or jurisdictions in which such offers or sales are unlawful. The shares of Onward Opportunities Limited (the “Company“) have not been nor will they be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, within the United States or to or for the account or benefit of U.S. Persons (as defined in Regulation S of the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. There will be no public offer of the securities in the United States, Australia, Canada, Japan or the Republic of South Africa or any jurisdiction in which such an offer would constitute violation of the relevant laws or regulations of such jurisdiction. The Company will not be registered under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), and investors will not be entitled to the benefits of the Investment Company Act.
Subject to certain exceptions, the securities referred to herein and on the pages that follow may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in Australia, Canada, Japan, the Republic of South Africa or any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction or to any resident or citizen of Australia, Canada, Japan or the Republic of South Africa. No offer and sale of the securities referred to herein and on the pages that follow has been or will be registered under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa.
In addition, the securities referred to herein and on the pages that follow may only be offered: (i) in the United Kingdom (“UK“), to the extent that the securities are permitted to be marketed in the UK pursuant to the Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD“) as implemented in the UK by UK statutory instruments and by virtue of the European Union (Withdrawal) Act 2018, and in any EEA jurisdiction to the extent that such securities are permitted to be marketed into the relevant EEA jurisdiction pursuant to the AIFMD (and/or any applicable local implementing measures); or (ii) can otherwise be lawfully offered or sold (including on the basis of an unsolicited request from a ‘professional investor’ (as that term is used in the AIFMD)).
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Cavendish Capital Markets Limited (“Cavendish“), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as sponsor and broker for the Company and for no one else in relation to the matters referred to on this website. Cavendish will not regard any other person (whether or not a recipient of this document) as its client in relation to the matters referred to on this website and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the matters referred to on this website.
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