Sigma and CWG Merger Risks and Management Overview
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
International Offer Restrictions
This document does not constitute an offer of new ordinary shares (New
Shares) of Sigma Healthcare Limited (ACN 088 417 403) (Company) in any
jurisdiction in which it would be unlawful. In particular, this document may not be
distributed to any person, and the New Shares may not be offered or sold, in
any country outside Australia except to the extent permitted below.
Bermuda
No offer or invitation to subscribe for New Shares may be made to the public in
Bermuda or in any manner that would constitute engaging in business in or from
within Bermuda. In addition, no invitation is being made to persons resident in
Bermuda for exchange control purposes to subscribe for New Shares.
Canada (British Columbia, Ontario and Quebec provinces)
This document constitutes an offering of New Shares only in the Provinces of
British Columbia, Ontario and Quebec (the Provinces), only to persons to whom
New Shares may be lawfully distributed in the Provinces, and only by persons
permitted to sell such securities. This document is not a prospectus, an
advertisement or a public offering of securities in the Provinces. This document
may only be distributed in the Provinces to persons who are "accredited
investors" within the meaning of National Instrument 45-106 - Prospectus
Exemptions, of the Canadian Securities Administrators.
No securities commission or authority in the Provinces has reviewed or in any
way passed upon this document, the merits of the New Shares or the offering of
the New Shares and any representation to the contrary is an offence.
The Company as well as its directors and officers may be located outside Cayman Islands
Canada and, as a result, it may not be possible for purchasers to effect service
of process within Canada upon the Company or its directors or officers. All or a No offer or invitation to subscribe for New Shares may be made to the public in
substantial portion of the assets of the Company and such persons may be the Cayman Islands or in any manner that would constitute carrying on business
located outside Canada and, as a result, it may not be possible to satisfy a in the Cayman Islands.
judgment against the Company or such persons in Canada or to enforce a
judgment obtained in Canadian courts against the Company or such persons European Union (excluding Austria)
outside Canada.
Any financial information contained in this document has been prepared in
accordance with Australian Accounting Standards and also comply with
International Financial Reporting Standards and interpretations issued by the
International Accounting Standards Board. Unless stated otherwise, all dollar
amounts contained in this document are in Australian dollars.
This document has not been, and will not be, registered with or approved by
any securities regulator in the European Union. Accordingly, this document may
not be made available, nor may the New Shares be offered for sale, in the
European Union except in circumstances that do not require a prospectus under
Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the
Council of the European Union (the Prospectus Regulation).
Statutory rights of action for damages and rescission. Securities legislation in In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of New
certain Provinces may provide a purchaser with remedies for rescission or Shares in the European Union is limited to persons who are "qualified investors"
damages if an offering memorandum contains a misrepresentation, provided the (as defined in Article 2(e) of the Prospectus Regulation).
remedies for rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the purchaser's Province. A Hong Kong
purchaser may refer to any applicable provision of the securities legislation of
the purchaser's Province for particulars of these rights or consult with a legal WARNING: This document has not been, and will not be, registered as a
adviser.
Certain Canadian income tax considerations. Prospective purchasers of the New
Shares should consult their own tax adviser with respect to any taxes payable in
connection with the acquisition, holding or disposition of the New Shares as
there are Canadian tax implications for investors in the Provinces.
No prospectus has been, or will be, filed in the Provinces with respect to the
offering of New Shares or the resale of such securities. Any person in the Language of documents in Canada. Upon receipt of this document, each
Provinces lawfully participating in the offer will not receive the information, legal investor in Canada hereby confirms that it has expressly requested that all
rights or protections that would be afforded had a prospectus been filed and documents evidencing or relating in any way to the sale of the New Shares
receipted by the securities regulator in the applicable Province. Furthermore, (including for greater certainty any purchase confirmation or any notice) be
any resale of the New Shares in the Provinces must be made in accordance drawn up in the English language only. Par la réception de ce document,
with applicable Canadian securities laws. While such resale restrictions chaque investisseur canadien confirme par les présentes qu'il a expressément
generally do not apply to a first trade in a security of a foreign, non-Canadian exigé que tous les documents faisant foi ou se rapportant de quelque manière
reporting issuer that is made through an exchange or market outside Canada, que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant,
Canadian purchasers should seek legal advice prior to any resale of the New pour plus de certitude, toute confirmation d'achat ou tout avis) soient rédigés en
Shares.
anglais seulement.
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prospectus under the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities
and Futures Commission in Hong Kong pursuant to the Securities and Futures
Ordinance (Cap. 571) of the Laws of Hong Kong (the SFO). Accordingly, this
document may not be distributed, and the New Shares may not be offered or
sold, in Hong Kong other than to "professional investors" (as defined in the SFO
and any rules made under that ordinance).View entire presentation