The distribution of the information contained on the following pages may constitute a breach of the legal provisions in force in certain jurisdictions. This information is not intended for, and must not be accessed by, published, distributed, disseminated or circulated, directly or indirectly, to persons resident, physically present or located in the United States of America (the “ United States ”, which shall include its territories and possessions), Canada, Japan or Australia, and does not constitute an offer to sell or a solicitation of an offer to buy or acquire any securities of the Company in the United States, Canada, Japan, Australia or in any other jurisdiction in which it is unlawful to make such an offer or solicitation.
The securities of the Company may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an applicable exemption from registration under the U.S. Securities Act 1933, as amended. eureKING does not intend to register any portion of the offering of its securities in the United States or to conduct a public offering in the United States.
The information contained on the following pages does not constitute and should not be deemed to constitute an offer to the public, an offer to subscribe for or to sell or a solicitation of the interest of the public for the purposes of a public offer of securities to the public inside or outside of France other than an offer addressed to qualified investors, as defined in Article 2(e) of the Regulation (EU) 2017/1129 of 14 June 2017 (the “ Prospectus Regulation ”) or other investors who do not meet this criteria but number less than 150.
In France, any offer of eureKING’s securities will be addressed solely to investors acting for their own account and in accordance with the provisions of Article L. 411-2, 1° of the French Code monétaire et financier.
With respect to Member States of the European Economic Area where the Prospectus Regulation is applicable, no action has been taken or will be taken to permit an offer to the public of securities of eureKING (other than an offer addressed to qualified investors, as set forth in Article 1(4)(a) of the Prospectus Regulation) which would require the publication of a prospectus in any Member State.
The information contained on the following pages does not constitute an offer of securities to the public in the United Kingdom. In the United Kingdom, this information is for distribution only to and is directed only at (a) “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) which are (b) (i) persons who have professional experience in matters relating to investments falling within the provisions of Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “ Order ”) or (ii) “high net worth entities”, “unincorporated associations” and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “ Relevant Persons ”). This information must not be acted on or relied on, in the United Kingdom, by persons who are not Relevant Persons. Any investment or investment activity to which this information relates is only available to Relevant Persons and will be engaged in only with Relevant Persons.
The offering of the eureKING securities is exempt from the requirement to prepare and publish a prospectus under the Swiss Federal Act on Financial Services (“ FinSA ”) and the Transition securities will not be admitted to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. The information contained on the following pages does not constitute a prospectus pursuant to the FinSA, and no such prospectus has been or will be prepared for or in connection with the offering of the eureKING securities. The eureKING securities may not be offered or sold in Canada except in a eureKING exempt from the prospectus requirements of applicable Canadian securities laws or pursuant to a prospectus that qualifies those securities in the relevant provinces and territories of Canada, it being specified that the eureKING securities have not been and will not be qualified by way of prospectus under the securities laws of any province or territory of Canada and eureKING does not intend to qualify any such securities or conduct an offering to the public in Canada.
Access to the information and documents contained on the following pages may be illegal in certain jurisdictions and only certain categories of persons may be authorized to access such information and documents. All persons resident outside of France, the United States, Canada, Japan and Australia who wish to have access to the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of securities by them. No such registration or approval has been obtained outside of France. The Company assumes no responsibility if there is any violation of applicable law and regulations by any person.
I therefore certify that I am not a resident of the United States, Canada, Japan or Australia nor am I currently physically present or located in any one of those jurisdictions.
I have read and understood the above declarations and certify below that they are accurate, and hereby undertake to comply with all the conditions set forth on this page.