Team Internet Business Overview
DISCLAIMER
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO
DO SO.
The information contained in this confidential document (the "Presentation") relating to Team Internet Group plc (the "Company") has been prepared by the Company. By reading the information contained in this Presentation and this notice, the recipient agrees to be bound by the following limitations. This Presentation is not a registered prospectus or other
equivalent offering document under the securities laws of any jurisdiction.
This Presentation has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 ("FSMA"). Reliance on this Presentation for the purposes of engaging in any investment activity may expose an individual to a significant risk of losing all the assets invested.
The information contained in this Presentation is being supplied to a very limited number of persons for information purposes only. This Presentation is not an offer or invitation or solicitation of any offer to acquire securities of the Company, nor does it form a prospectus or part of any invitation or inducement to engage in investment activity (within the
meaning of section 21 of FSMA).
This Presentation is directed at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(E) of the Prospectus Directive (Directive 2003/71/EC), as amended and in the United Kingdom to (a) persons who have professional experience in matters relating to investments and who fall within the
category of person set out in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (b) high net worth companies within the meaning set out in Article 49 of the Order. On the basis that the Presentation is issued to and directed solely at the persons referred to above, this Presentation is exempt from the
general restrictions on the communication of invitations or inducements to enter into investment activity and has therefore not been approved by an authorised person as would otherwise be required by section 21 of FSMA.
The shares in the capital of the Company have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States. The shares may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, (1) inside the United
States only to a limited number of institutional "accredited investors" under Rule 501(a)(1), (2), (3) or (7) under the US Securities Act ("Institutional Accredited Investors") in accordance with Regulation D of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States or (2) outside the United
States to, or for the benefit of, any person other than a US Person (as defined in Regulation S under the US Securities Act, "US Person") in accordance with Regulation S of the US Securities Act. This Presentation and any other related documents should not be distributed, forwarded to or transmitted in or into the United States or to any US Person other than to
Institutional Accredited Investors in compliance with US federal and state securities laws. Neither the US Securities and Exchange Commission (the "SEC") nor any state securities commission or other US regulatory authority has approved or disapproved of the shares or passed upon or endorsed the merits of the offering of the shares or the adequacy or accuracy
of this Presentation. Any representation to the contrary is a criminal offence in the United States.
Neither this Presentation nor any copy of it may be (a) taken or transmitted into Australia, Canada, Japan, the Republic of South Africa or their territories or possessions; or (b) distributed to any individual outside Australia, Canada, Japan or the Republic of South Africa who is a resident thereof in any such case for the purpose of offer for sale or solicitation or
invitation to buy or subscribe to any securities or in the context where its distribution may be construed as such offer, solicitation or invitation, in any such case except in compliance with any applicable exemption. The distribution of this document in or to persons subject to other jurisdictions may be restricted by law and persons into whose possession this
document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Any other person who receives this Presentation should not rely or act upon it and should return it immediately to the Company. By accepting this Presentation, the recipient represents and warrants that they are a person who falls within the above description of persons entitled to receive the Presentation. This Presentation is not to be disclosed to any other
person or used for any other purpose.
The information contained in the Presentation, which does not purport to be comprehensive, has been provided by the Company's management and has not been independently verified by any of the Company's advisers and may be subject to updating, completion, revision and amendment and such information may change materially at any time without further
notice.
Zeus Capital Limited is acting in the provision of corporate finance business to the Company, within the meaning of the Financial Conduct Authority's Conduct of Business Sourcebook ("COBS"), and no-one else in connection with the proposals contained in this Presentation. Accordingly, recipients should note that Zeus Capital Limited is neither advising nor
treating as a client any other person and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Zeus Capital Limited under the COBS nor for providing advice in relation to the proposals contained in this Presentation.
While the information contained herein has been prepared in good faith, the Company, Zeus Capital Limited, and their respective shareholders, directors, officers, agents, employees or advisers give, have not given or do not have authority to give, any representations or warranties (express or implied) as to, or in relation to, the accuracy, reliability or
completeness of the information in this Presentation, or any revision thereof, or of any other written or oral information made or to be made available to any interested party or its advisers (all such information being referred to as "Information") and liability therefore is expressly disclaimed. Accordingly, the Company, Zeus Capital Limited, and their respective
shareholders, directors, officers, agents, employees or advisers do not take any responsibility for, nor will they accept any liability whether direct or indirect, express or implied, contractual, tortuous, statutory or otherwise, in respect of, the accuracy or completeness of the Information or for any of the opinions contained herein or for any errors, omissions or
misstatements or for any loss, howsoever arising, from the use of this Presentation.
This Presentation may contain forward-looking statements that involve substantial risks and uncertainties, and actual results and developments may differ materially from those expressed or implied by these statements. These forward-looking statements are statements regarding the Company's intentions, beliefs or current expectations concerning, among
other things, the Company's results of operations, financial condition, prospects, growth, strategies and the industry in which the Company operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These forward-looking statements
speak only as of the date of this Presentation and the Company does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Presentation.
Recipients are encouraged to obtain separate and independent verification of information and opinions contained in this Presentation as part of their own due diligence. This Presentation is being delivered to interested parties for information only and upon the express understanding that such parties will use it only for the purpose set out above.
Neither the issue of this Presentation nor any part of its contents is to be taken as any form of commitment on the part of the Company to proceed with any transaction and the right is reserved to terminate any discussions or negotiations with any prospective investors. In no circumstances will the Company be responsible for any costs, losses or expenses
incurred in connection with any appraisal or investigation of the Company. In furnishing this Presentation, the Company does not undertake or agree to any obligation to provide the recipient with access to any additional information or to update this Presentation or to correct any inaccuracies in, or omissions from, this Presentation which may become apparent.
This Presentation may not be reproduced or redistributed, in whole or in part, to any other person, or published, in whole or in part, for any purpose.
If you are in any doubt about the investment to which this Presentation relates, you should consult a person authorised by the Financial Conduct Authority who specialises in advising on securities of the kind described in this document.View entire presentation