ELECTRONIC VERSIONS OF MATERIALS REGARDING THE PRIVATE PLACEMENT OF DFDS A/S (THE “COMPANY”) ARE BEING MADE AVAILABLE ON THIS WEBSITE IN GOOD FAITH BY THE COMPANY AND ARE FOR INFORMATION PURPOSES ONLY. BY ACCESSING THE DOCUMENT YOU ACKNOWLEDGE AND CONFIRM THE FOLLOWING.
Access to the information and documents contained on this website may be illegal in certain jurisdictions, and only certain categories of persons may be authorised to access such information and documents. All persons who wish to have access to information regarding the private placement announced by the Company in company announcement 40 of 14 May 2018, 41 of 15 May 2018 and 42 of 17 May 2018 (the “Announcements”), 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. The Company assumes no responsibility if there is a violation of applicable law and regulations by any person.
The information in the Announcements is not intended for, and must not be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident or physically present in the United States (including its territories and possessions, any state of the United States and the District of Columbia) (“the United States”), Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the local securities laws and regulation of such jurisdiction (the “Excluded Territories”). The Announcements do not constitute an offer to sell or the solicitation of an offer to subscribe for or buy the New Shares (as defined below) or a part thereof in any jurisdiction to any person, to whom it is illegal to make such offer in the relevant jurisdiction.
The New Shares as mentioned in the Announcements (the “New Shares”) have not and will not be registered under the U.S. Securities Act of 1933 as amended (the “U.S. Securities Act”) or under the securities laws of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. There will be no public offering of the New Shares in the United States.
The New Shares have not been andwill not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories. Accordingly, such New Shares may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such New Shares in, the relevant jurisdiction. There will be no public offer of New Shares in any Excluded Territory.
The Announcements are not a prospectus and has been prepared on the basis that any offers of New Shares referred to herein in any Member State of the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 on prospectuses Article 1(5). The information set forth in the Announcements is only being distributed to, and directed at, persons in Member States of EEA, which have implemented the Prospectus Directive (Directive No. 2003/71/EC and amendments thereto, including Directive No. 2010/73/EU, to the extent implemented in the relevant Member State) who are qualified investors ("Qualified Investors") within the meaning of Article 2(1)(e) of the Prospectus Directive Regulation.
In addition, in the United Kingdom, the information in the Announcements is only being distributed to, and is only directed at (x) Qualified Investors who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (y) high net worth entities falling within Article 49(2)(a)-(d) of the Order, or (z) persons to whom it may otherwise lawfully be communicated.
If you are not permitted to view the Announcements or are in doubt as to whether you are permitted to view the Announcements, please exit this webpage.
By accessing the Announcements you will be deemed to have accepted and understood the following:
That you are not resident of or located in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where accessing the Announcements is unlawful and you are not acting on behalf of someone who is resident of or located in any jurisdiction where accessing the Announcements is unlawful;
You agree that you will not transmit or otherwise send any materials contained in the Announcements (either in whole or in part) to any person resident of or located in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would breach applicable law or regulation;
You are a resident of and located outside each of the Excluded Territories and you are authorised to access the information in the Announcements and the Announcements without being subject to any legal restriction and without any further action required by the Company;
You have read and understood the disclaimer set out above. You understand that it may affect your rights and you agree to be bound by its terms. You confirm that you are permitted to proceed to the electronic version of the Announcements.