The following pages include information pertaining to the proposed issue of Net Share Settled Bonds Convertible into New Shares and/or Exchangeable for Existing SPIE shares (the “Bonds”) by means of a private placement to exclusively to institutional investors.
With respect to each Member State of the European Economic Area including France (the “Member States” and individually, a “Member State”) and the United Kingdom, the information available in the following pages is directed only at qualified investor as defined in Article 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation”) as it also forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”). These restrictions with respect to any Member State or the United Kingdom apply in addition to any other restrictions which may be applicable in any Member State or the United Kingdom.
This website and the information contained herein are not intended for, and may not be accessed by, or distributed or disseminated to, persons resident or physically present in the United States (including its territories, the “United States”), Canada, Japan or Australia and do not constitute, and shall not be construed as, an offer to sell or subscribe or a solicitation of an offer to subscribe or purchase, any Bonds or other securities of SPIE, directly or indirectly, in the United States, Canada, Japan or Australia or to, or for the account or benefit of, any person resident in the United States, Japan, Canada, Australia including any corporation or other entity organized under the laws of the United States, Japan, Canada or Australia. The Bonds or other securities of SPIE referred to on this website have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. SPIE does not intend to register securities or conduct a public offering in the United States.
All persons residing outside of the United States, Canada, Japan or Australia who wish to access the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of securities by them. No such registration or approval has been obtained in any jurisdiction. SPIE assumes no responsibility for violations of applicable laws and regulations by any person.
No action has been undertaken or will be undertaken to make available the Bonds to any retail investor in the European Economic Area. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Bonds or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPs Regulation. No action has been undertaken or will be undertaken to make available the Bonds to any retail investor in the United Kingdom. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic laws by virtue of the European Union (Withdrawal) Act 2018 (the “UK PRIIPs Regulation”) for offering or selling the Bonds or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
I have read and understood the foregoing, and hereby agree to comply with all of the above restrictions.