This announcement may include statements, including the Company’s financial and operational medium term objectives that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “targets”, “may”, “aims”, “likely”, “would”, “could”, “can have”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Past performance of the Company cannot be relied on as a guide to future performance. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in the Company’s records (and those of its affiliates) and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Forward-looking statements are not guarantees of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual results of operations, financial condition and liquidity of the Company and its affiliates or the industry to differ materially from those results expressed or implied in the Information by such forward-looking statements. No representation is made that any forward-looking statements will come to pass or that any forecast result will be achieved. As a result, undue influence should not be placed on any forward-looking statement. No statement in this presentation is intended to be nor may be construed as a profit forecast. Forward-looking statements speak only as of the date they are made.
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company and this announcement is not being made in and copies of it may not be distributed or sent into the United States, Australia, Japan, or any other jurisdiction in which the making or distribution of the announcement would be prohibited or restricted.
The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Carrera B.V. does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States. Accordingly, any offer or sale of the securities may be made only in a transaction exempt from the registration requirements of the U.S. Securities Act of 1933, as amended.
This communication is addressed in any member state of the European Economic Area only to those persons who are qualified investors in such member state (“Qualified Investors”) within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and such other persons as this announcement may be addressed on legal grounds, and no person that is not a Qualified Investor may act or rely on this announcement or any of its contents.
This document does not constitute a prospectus within the meaning of the Prospectus Regulation and does not constitute an offer to acquire any securities. Any offer to acquire the securities referred to herein will be made, and any investor should make its investment, solely on the basis of information that will be contained in the Prospectus expected to be published by Carrera B.V. in due course in connection with the Listing. When made generally available, copies of the prospectus may be obtained through the website of the Company. For the avoidance of doubt, the contents of the Company’s website are not incorporated into, and do not form part of, this announcement.
In the United Kingdom, this announcement is only being distributed to, and is only directed at persons who are “qualified investors” (as defined in the Prospectus Regulation (EU 2017/1129) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended by the European Union (Withdrawal Agreement) Act 2020 (the “UK Prospectus Regulation“)) and who are also (i) persons having professional experience in matters relating to investments who fall within the definition of investment professionals in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“); (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) person to whom this announcement may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons“). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person in the United Kingdom who is not a relevant person should not take any action on the basis of this announcement and should not act or rely on it.
In Canada, this announcement is only directed at persons who are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are also permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
By clicking on the link below to view the information contained in this section of the website of the Company, you represent and warrant that:
- you are neither resident in, nor currently located in, the United States, Canada, Australia or Japan or any other jurisdiction where the distribution of the information contained in this section of the website of the Company is prohibited or restricted;
- if you are in a member state of the European Economic Area, you are a Qualified Investor and if you are in the United Kingdom, you are a Relevant Person;
- you will not transmit or otherwise send any information contained in this section of the website of the Company to any person resident in, or located in, the United States, Canada, Australia or Japan or in any jurisdiction where distribution of the information contained in this section of the website of the Company is prohibited or restricted; and
- (iv) you have read, understood and agree to comply with the above information and confirm that you are permitted to proceed to electronic versions of the materials.
- If you are resident or located in Canada, you confirm that you are an “accredited investor”, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), who is also a “permitted client”, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.