Summer Garden Investor Presentation

INVESTOR PRESENTATION 1 DISCLAIMER THIS DOCUMENT, ITS PRESENTATION AND ITS CONTENTS ARE CONFIDENTIAL AND ARE BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE COPIED, RECORDED, RETRANSMITTED OR FURTHER DISTRIBUTED TO ANY OTHER PERSON OR PUBLISHED, IN WHOLE OR IN PART, BY ANY MEDIUM OR IN ANY FORM FOR ANY PURPOSE. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS This document and any question and answer session that follows the oral presentation do not contain all of the information that is material to an investor. By attending the meeting where this presentation is made, or by receiving and using this presentation and/or accepting a copy of this document, you agree to be bound by the following limitations and conditions and, in particular, will be taken to have represented, warranted and undertaken that you have read and agree to comply with the contents of this disclaimer including, without limitation, the obligation to keep this document and its contents confidential. This presentation does not constitute an offer or invitation to sell, or any solicitation of any offer to subscribe for or purchase any securities, and nothing contained herein shall form the basis of any contract or commitment whatsoever. This presentation is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129. No reliance may be placed for any purposes whatsoever on the information contained in this presentation or on its completeness, accuracy or fairness. This presentation has not been approved by any competent authority. This presentation has been prepared by the Etalon Group plc (the "Company") information purposes in connection with the proposed offering (the "Offering") of the securities (the "Ordinary Shares" and "GDRs") by the Company. By reading the presentation slides, you agree to be bound by the following limitations and undertakings and acknowledge that you understand the legal sanctions attached to the misuse, disclosure or improper circulation of this presentation. This presentation does not purport to be all inclusive or to contain all the information that you may desire in analysing the Company or otherwise. This presentation is strictly confidential and, save as by prior approval in writing, this presentation or the information it contains may not, in whole or in part, be reproduced or redistributed, whether in print, electronic or any other format, to any other party. All rights to the material are reserved. The information contained in this presentation has not been independently verified and no responsibility is accepted, and no representation, undertaking or warranty is made or given, in either case, expressly or impliedly, by the Company or any of its officers or advisers as to the accuracy, reliability or completeness of the information contained herein or as to the reasonableness of any assumptions on which any of the same is based or the use of any of the same. Accordingly, no such person will be liable for any direct, indirect or consequential loss or damage suggested by any person resulting from the use of the information contained herein, or for any opinions expressed by any such person, or any errors, omissions or misstatements made by any of them. The statements contained in this presentation are made as at the date of this presentation, unless another time is specified in relation to them, and delivery of this presentation shall not give rise to any implication that there has been no change in the facts set forth in this document since that date. Save as otherwise expressly agreed, none of the above persons should be treated as being under any obligation to update or correct any inaccuracy contained herein or be otherwise liable to you or any other person in respect of any such information. No reliance may be placed for any purpose whatsoever on the information contained in this document or on its completeness. Investors and prospective investors in securities of the Company are required to make their own independent investigation and appraisal of the Company. Any decision to purchase securities in the context of the proposed Offering, if any, should be made solely on the basis of information contained in the information memorandum published in relation to such Offering. No reliance may be placed for any purpose whatsoever on the information contained in this presentation, or any other material discussed verbally, or on its completeness, accuracy or fairness. This presentation does not constitute a recommendation regarding securities of the Company. In particular, this document is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, nor does it constitute an offer of securities in, the United States, Canada, Australia, Japan or any other jurisdiction. In particular, this presentation and the information contained herein do not constitute an offer of securities for sale in the United States, and are only addressed (i) to persons outside the United States and (ii) to persons in the United States that are qualified institutional buyers ("QIBS") as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Any failure to comply with this restriction may constitute a violation of United States securities law. Accordingly, each person viewing this document will be deemed to have represented that it (i) is outside the United States or (ii) is a QIB. The securities proposed to be offered by the Company have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States. In member states of the European Economic Area (the "EEA") and the United Kingdom, respectively, this presentation is directed only at persons who are "qualified investors" within the meaning of the Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or the EU Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018. In addition, in the United Kingdom this presentation is only addressed to, made available to and directed at persons who have professional experience in matters relating to investments falling within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (b) high net worth entities falling within article 49(2)(a) to (d) of the Order and other persons to whom it may be lawfully communicated falling within article 49(1) of the Order (all such persons together being referred to as "Relevant Persons"). This presentation must not be acted on or relied upon in the United Kingdom, by persons who are not Relevant Persons. Information in this presentation is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia or to or for the benefit of any Russian person and does not constitute an advertisement or offering of securities in Russia within the meaning of Russian securities laws and must not be passed on to third parties or otherwise be made publicly available in Russia. Solely for the purposes of the product governance requirements contained within: (a) Regulation (EU) 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA ("U.K. MiFIR"); and (b) the FCA Handbook Product Intervention and Product Governance Sourcebook (together, the "U.K. MiFIR Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of U.K. MiFIR) may otherwise have with respect thereto, the Ordinary Shares and the GDRs have been subject to a product approval process, which has determined that the Ordinary Shares and the GDRs are: (i) compatible with an end target market of investors who meet the criteria of eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in U.K. MiFIR; and (ii) eligible for distribution through all distribution channels as are permitted by U.K. MiFIR (the "U.K. Target Market Assessment"). Notwithstanding the U.K. Target Market Assessment, distributors should note that: the price of the Ordinary Shares and/or GDRs may decline and investors could lose all or part of their investment; the Ordinary Shares and the GDRs offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares and/or the GDRs is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The U.K. Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the U.K. Target Market Assessment, Renaissance Capital, Sberbank CIB (UK) Limited and VTB Capital will only procure investors who meet the criteria of professional clients and eligible counterparties for the purposes of the U.K. MiFIR Product Governance Rules. For the avoidance of doubt, the U.K. Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the U.K. MiFIR Product Governance Rules; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares and/or the GDRs. Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and/or GDRs and determining appropriate distribution channels.Nothing contained in this presentation shall be deemed to be a forecast, projection or estimate of the Company's future financial performance. This presentation may contain statements, statistics and projections that include words such as "intends", "expects", "anticipates", "estimates" and words of similar import. All statements included in this presentation other than statements of historical facts, including, without limitation, those regarding financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives) are forward looking statements. By their nature, such statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. No assurances can be given that such expectations will prove to be correct and actual results may differ materially from those projected because such statements are based on assumptions as to future economic performance and are not statements of fact. The Company expressly disclaims to the fullest extent permitted by law any obligation or undertaking to disseminate any updates to these forecasts, projections or estimates to reflect events or circumstances after the date hereof, nor is there any assurance that the policies, strategies or approaches discussed herein will not change. Nothing in the foregoing is intended to or shall exclude any liability for, or remedy in respect of, fraudulent misrepresentation.