Sigma and CWG Merger Risks and Management Overview
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
International Offer Restrictions
No advertisement, invitation or document relating to the New Shares has been
or will be issued, or has been or will be in the possession of any person for the
purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents
of which are likely to be accessed or read by, the public of Hong Kong (except if
permitted to do so under the securities laws of Hong Kong) other than with
respect to New Shares that are or are intended to be disposed of only to
persons outside Hong Kong or only to professional investors. No person allotted
New Shares may sell, or offer to sell, such securities in circumstances that
amount to an offer to the public in Hong Kong within six months following the
date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong.
regulatory authority. You are advised to exercise caution in relation to the offer.
If you are in doubt about any contents of this document, you should obtain
independent professional advice.
Japan
The New Shares are not being offered to the public within New Zealand other
than to existing shareholders of the Company with registered addresses in New
Zealand to whom the offer of these securities is being made in reliance on the
Financial Markets Conduct (Incidental Offers) Exemption Notice 2021.
Other than in the entitlement offer, the New Shares may only be offered or sold
in New Zealand (or allotted with a view to being offered for sale in New Zealand)
to a person who:
.
subscription or purchase, of New Shares, may not be issued, circulated or
distributed, nor may the New Shares be offered or sold, or be made the subject
of an invitation for subscription or purchase, whether directly or indirectly, to
persons in Singapore except pursuant to and in accordance with exemptions in
Subdivision (4) Division 1, Part 13 of the Securities and Futures Act 2001 of
Singapore (the SFA) or another exemption under the SFA.
This document has been given to you on the basis that you are an “institutional
investor" or an "accredited investor" (as such terms are defined in the SFA). If
is an investment business within the meaning of clause 37 of Schedule 1 of you are not such an investor, please return this document immediately. You may
the FMC Act;
not forward or circulate this document to any other person in Singapore.
meets the investment activity criteria specified in clause 38 of Schedule 1 of Any offer is not made to you with a view to the New Shares being subsequently
the FMC Act;
is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
•
is a government agency within the meaning of clause 40 of Schedule 1 of
the FMC Act; or
offered for sale to any other party in Singapore. On-sale restrictions in
Singapore may be applicable to investors who acquire New Shares. As such,
investors are advised to acquaint themselves with the SFA provisions relating to
resale restrictions in Singapore and comply accordingly.
Switzerland
is an eligible investor within the meaning of clause 41 of Schedule 1 of the The New Shares may not be publicly offered in Switzerland and will not be
FMC Act.
The New Shares have not been, and will not be, registered under Article 4,
paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No.
25 of 1948), as amended (the FIEL) pursuant to an exemption from the ⚫
registration requirements applicable to a private placement of securities to
Qualified Institutional Investors (as defined in and in accordance with Article 2,
paragraph 3 of the FIEL and the regulations promulgated thereunder). Norway
Accordingly, the New Shares may not be offered or sold, directly or indirectly, in
Japan or to, or for the benefit of, any resident of Japan other than Qualified
Institutional Investors.
Any Qualified Institutional Investor who acquires New Shares may not resell
them to any person in Japan that not a Qualified Institutional Investor, and
acquisition by any such person of New Shares is conditional upon the execution
of an agreement to that effect.
New Zealand
This document has not been registered, filed with or approved by any New
Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the
FMC Act).
73
This document has not been approved by, or registered with, any Norwegian
securities regulator under the Norwegian Securities Trading Act of 29 June 2007
no. 75. Accordingly, this document shall not be deemed to constitute an offer to
the public in Norway within the meaning of the Norwegian Securities Trading
Act. The New Shares may not be offered or sold, directly or indirectly, in Norway
except to "professional clients" (as defined in the Norwegian Securities Trading
Act).
Singapore
This document and any other materials relating to the New Shares have not
been, and will not be, lodged or registered as a prospectus in Singapore with the
Monetary Authority of Singapore. Accordingly, this document and any other
document or materials in connection with the offer or sale, or invitation for
listed on the SIX Swiss Exchange or on any other stock exchange or
regulated trading facility in Switzerland. Neither this document nor any other
offering or marketing material relating to the New Shares constitutes a
prospectus or a similar notice, as such terms are understood under art. 35 of
the Swiss Financial Services Act or the listing rules of any stock exchange or
regulated trading facility in Switzerland.
No offering or marketing material relating to the New Shares has been, nor
will be, filed with or approved by any Swiss regulatory authority or authorised
review body. In particular, this document will not be filed with, and the offer of
New Shares will not be supervised by, the Swiss Financial Market
Supervisory Authority (FINMA).View entire presentation