Elkem Company Overview and Financials
Disclaimer (II/II)
None of the Company, the Joint Managers or any of their affiliates accepts or will accept any responsibility, duty of care, liability or obligation for providing any Recipient with access to additional information, for updating, modifying or otherwise revising these materials or any of their contents (including, without limitation,
any estimate or forecast of future financial performance), for correcting any inaccuracy in these materials or their contents (or any other written information or oral information provided in connection therewith) which may become apparent, or for notifying any Recipient or any other person of any such inaccuracy.
These materials shall not be construed as a prospectus or an offer to sell, or a solicitation of an offer to buy, any security or any business or assets, nor to enter into any agreement or contract with any Recipient, the Company (or any of their respective affiliates) or any other person.
Neither these materials nor any part or copy thereof may be taken or transmitted into, or distributed directly or indirectly in, Australia, Canada or Japan or any other jurisdiction in which the distribution or release would be unlawful, or any jurisdiction where such distribution is unlawful.
None of the Company or the Joint Managers, or any of their respective Representatives, has taken any actions to allow the distribution of these materials in any jurisdiction where action would be required for such purposes. These materials have not been registered with, or approved by, any public authority, stock
exchange or regulated market. The distribution of these materials, as well as any subscription, purchase, sale or transfer of securities of the Company may be restricted by law in certain jurisdictions, and the Recipient should inform itself about, and observe, any such restriction. Any failure to comply with such restrictions
may constitute a violation of the laws of any such jurisdiction. None of the Company or the Joint Managers, or any of their respective Representatives, shall have any responsibility or liability whatsoever (in negligence or otherwise) arising directly or indirectly from any violations of such restrictions.
Neither the Company nor the Joint Managers have authorised any offer of securities to the public, or has undertaken or plans to undertake any action to make an offer of securities to the public requiring the publication of an offering prospectus in any member state of the European Economic Area which has implemented
the EU Prospectus Directive 2003/71/EC, other than as specifically addressed in these materials or the investor material provided specifically for the Private Placement.
In the event that these materials are distributed in the United Kingdom, it shall be directed only at persons who are either "investment professionals" for the purposes of Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or high net worth companies and other
persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on these materials or any of its contents. Any investment or investment activity to
which these materials relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons. These materials is not a prospectus for the purposes of Section 85(1) of the UK Financial Services and Markets Act 2000, as amended ("FSMA"). Accordingly, these materials have not been
approved as a prospectus by the UK Financial Services Authority ("FSA") under Section 87A of FSMA and has not been filed with the FSA pursuant to the UK Prospectus Rules nor has it been approved by a person authorised under FSMA.
These materials does not constitute an offer of securities for sale into the United States. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction in the
United States, and may not be offered or sold within the United States, absent registration or under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In the United States, the securities described herein will be offered only to qualified institutional buyers ("QIBS")
within the meaning of, and as defined in, Rule 144A under the Securities Act or another transaction exempt from or not subject to the registration requirements of the Securities Act. Outside the United States, the securities described herein will be offered in accordance with Regulation S under the Securities Act to non-
U.S. persons (as defined in Regulation S).
The Recipient warrants and represents that (i) if it is located within the United States and/or is a U.S. person or in the United States, it is a QIB, (ii) if it is a resident in the United Kingdom, it is a Relevant Person.
These materials are not intended for distribution to, or use by, any person in any jurisdiction where such distribution or use would be contrary to local laws or regulations. The Company does not accept any liability to any person in relation to the distribution or possession of these materials in or from any jurisdiction.
By accepting these materials, each Recipient represents and warrants that it is able to receive them without contravention of any unfulfilled registration requirements or other legal or regulatory restrictions in the jurisdiction in which such Recipient resides or conducts business. By accepting these materials each Recipient
agrees to be bound by the foregoing limitations.
These materials shall be governed by Norwegian law. Any dispute arising in respect of these materials or the presentation thereof is subject to the exclusive jurisdiction of the Norwegian courts with Oslo City Court as legal venue.
Elkem
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