Investor Presentation
Important notice (cont'd)
THIS INVESTOR PRESENTATION DOES NOT CONSTITUTE OR FORM PART OF AN OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. The Subsequent Notes have not
been and will not be registered under the Securities Act, or any securities laws of any state in the United States. Accordingly, the Subsequent Notes may not be offered, sold (directly or indirectly), delivered or
otherwise transferred within or into the United States or to, or for the account or benefit of, U.S. persons, unless the Subsequent Notes are registered under the Securities Act or an exemption from the registration
requirements of the Securities Act is available. The Subsequent Notes are being offered and sold only outside the United States to persons other than U.S. Persons ("non-U.S. purchasers", which term shall include
dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)) in reliance upon Regulation S. As used herein, the terms
"United States" and "U.S. person" have the meanings as given to them in Rule 902 of Regulation S. Please see "U.S Restrictions" below.
This Investor Presentation does not constitute a preliminary or final prospectus as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), in whole or in part. Within the European Union,
investors are only allowed to subscribe or buy Subsequent Notes in circumstances in which no obligation arises for the Group or the Sole Bookrunner to publish a prospectus pursuant to the Prospectus Regulation in
relation to such offer.
Further, this Investor presentation does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Subsequent Notes.
Consequently, this document is being distributed only to, and is directed only at, (a) persons who have professional experience in matters relating to investments falling within article 19 (5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (b) persons falling within article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc.), and (c)
persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any notes may
otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this document
or any of its contents. Any investment or investment activity to which this Investor Presentation relates is available only to relevant persons and will be engaged in only with relevant persons. Persons into whose
possession this Investor Presentation may come are required by the Issuer and the Sole Bookrunner to inform themselves about and to observe such restrictions.
This Investor Presentation has not been reviewed by or approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) or any other public authority and is intended to be read by the addressee
only. An offering prospectus relating to the Subsequent Notes has not been registered under any law or regulation and no such prospectus will be prepared or registered in relation to the private placement of the
Subsequent Notes considered herein. Neither the Issuer nor the Sole Bookrunner have authorised any offer to the public of Subsequent Notes and no action has been or will be taken to permit a public offering in any
jurisdiction. This Investor Presentation has not been prepared to comply with the Prospectus Regulation, nor with any national rules and regulations relating to prospectuses. The Subsequent Notes Issue is made with
a minimum subscription and allocation of EUR 100,000 to a limited number of professional investors. The offering of the Subsequent Notes is made in reliance upon one or several exemption (s) from prospectus
requirements under the Prospectus Regulation and is only being made in accordance therewith and is not being made to persons whose participation requires a prospectus, registration measures or measures other
than those prescribed by Swedish law.
This Investor Presentation has been prepared solely for the recipient and other selected potential investors. It is personal to the recipient to whom it has been delivered by the Sole Bookrunner and does not constitute an offer to any
other person or a solicitation of the public in general to subscribe for, or otherwise acquire, the Subsequent Notes. This Investor Presentation may not be distributed by the recipient to anyone other than on a confidential basis to (i) the
recipient's legal, business, financial, credit or tax advisor, or (ii) persons approved in writing by the Sole Bookrunner and the Issuer. This Investor Presentation or any other document which the recipient may receive in connection with
the Subsequent Notes Issue may not be copied or otherwise reproduced, redistributed, passed on or published, in whole or in part, to any other person for any purpose, except to the extent necessary to consult with his, her or its legal,
business, credit or tax advisor (and only so long as such legal, business, credit or tax advisor agrees to hold all information contained in this Investor Presentation confidential and not use it for purposes other than for providing advice in
connection herewith).
Under no circumstances may the Issuer or its board of directors or management be contacted without the Sole Bookrunner's prior permission.
All statements other than statements of historical fact included in this Investor Presentation including, without limitation, those regarding the Group's financial position, budgets, business strategy, management plans and objectives for
future operations are forward-looking statements (when used in this document, the words "anticipate", "believe", "estimate" and "expect" and similar expressions, as they relate to the Group or its management, are intended to identify
forward-looking statements). Such forward-looking statements reflect the current views of the Group or its management with respect to future events and are subject to certain risks, uncertainties and assumptions. Neither the Group nor
the Sole Bookrunner can give any assurance as to the correctness of such forward-looking statements. Many factors could cause the actual results, performances and achievements of the Group to be materially different from any
future results, performances or achievements that may be expressed or implied by such forward-looking statements, including among others, risks or uncertainties associated with the Group's services, technological development,
growth management, relations with customers and, more generally, economic and business conditions, budgets, changes in domestic and foreign laws and regulations (including those of the European Union), taxes, changes in
competition and pricing environments, and other factors referenced in this document. Some of these factors are discussed in more detail under heading "Risk Factors", in this Investor Presentation. Should one or more of these risks or
uncertainties materialise, or should underlying assumptions prove incorrect, actual results, performances, achievements or industry results may vary materially from those described or implied in this document as anticipated, believed,
estimated or expected. Further, the forward-looking statements speak only as of the date of this Investor Presentation and the Sole Bookrunner and the Group expressly disclaim, except as required by applicable law, any obligation or
undertaking to release any update of, or revisions to, any forward-looking statements in this Investor Presentation as a result of any changes.
By accepting receipt of this Investor Presentation, each recipient acknowledges that it has received the information set out herein and that it accepts the terms of the Subsequent Notes Issue as set out herein, the application form
related to the Subsequent Notes Issue (the "Application Form") as well as in the terms and conditions dated 20 February 2018 (the "Terms and Conditions"), the short form notes term sheet (the "Term Sheet") governing the
Subsequent Notes and the intercreditor agreement dated 6 March 2018 (the "Intercreditor Agreement"). Each recipient acknowledges that the Term Sheet sets out only the principal terms for the Subsequent Notes Issue and that the
Terms and Conditions contain further provisions which are not reflected in the Term Sheet.
IMPORTANT NOTICE | POLYGON
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