NOTHING CONTAINED IN THIS SECTION OF THE WEBSITE (THE "MATERIALS") IS AN OFFER OF OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR, EXCHANGE OR BUY, ANY ORDINARY SHARES TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH JURISDICTION. NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, KUWAIT OR THE UNITED ARAB EMIRATES.
IMPORTANT INFORMATION
Neither Metlen Energy & Metals S.A. ("Metlen S.A.") or Metlen Energy & Metals PLC (the "Company") has made and/or intends to make any offer of securities in the United States, Australia, New Zealand, Canada, Japan, Kuwait, the United Arab Emirates or in any jurisdiction in which such offers or sales are unlawful. Any securities issued in connection with the offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Australia, New Zealand, Canada, Japan, Kuwait or the United Arab Emirates. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States, Australia, New Zealand, Canada, Japan, Kuwait, the United Arab Emirates or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States.
European Economic Area
Other than in Greece and Cyprus, the Materials are only addressed to and directed at persons in member states of the European Economic Area (the "EEA") (each a "Relevant Member State"), who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129), as amended ("Qualified Investors") and an offer is not being made in any other Relevant Member State. The Share Exchange Offer is being made to the public in the Relevant Member States other than Greece and Cyprus in reliance of the following conditions on which an offer of Ordinary Shares to the public at any time can be made in the EEA: (i) to any legal entity which is a Qualified Investor; (ii) to fewer than 150 natural or legal persons (other than Qualified Investors), subject to obtaining the prior consent of the Company for any such offer; or (iii) in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation, provided that no such offer of Ordinary Shares shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the EU Prospectus Regulation or of a supplement to a prospectus pursuant to Article 23 of the EU Prospectus Regulation. For the purposes of the provisions above, the expression an "offer to the public" in relation to the Ordinary Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the Share Exchange Offer and the Ordinary Shares to be offered so as to enable an investor to decide to accept the Share Exchange Offer and the Ordinary Shares [1]
United Kingdom
In the United Kingdom, no Ordinary Shares have been offered or will be offered in the United Kingdom. The Share Exchange Offer is being made to the public in the United Kingdom in reliance of the following conditions on which an offer of Ordinary Shares to the public at any time can be made in the United Kingdom: (i) to any legal entity which is a Qualified Investor; (ii) to fewer than 150 natural or legal persons (other than Qualified Investors), subject to obtaining the prior consent of the Company for any such offer; or (iii) in any other circumstances falling within section 86 of the Financial Services and Markets Act 2000, as amended (the "FSMA"), provided that no such offer of securities shall require the Company to publish a prospectus pursuant to section 85 of FSMA or a supplement to a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For these purposes of this provision, the expression "offer to the public" in relation to any Ordinary Shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and the Ordinary Shares to be offered so as to enable an investor to decide to accept the Share Exchange Offer and the Ordinary Shares.
Basis of access
Making Materials available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell, exchange or buy securities in the Company.
Unless otherwise determined by the Company and permitted by applicable law and regulation, copies of these Materials are not being, and must not be, released or otherwise forwarded, distributed or sent in or into the United States, Australia, New Zealand, Canada, Japan, Kuwait, the United Arab Emirates or any other jurisdiction in which offers or sales are unlawful and persons receiving such documents, (including custodians, nominees and trustees) must not distribute or send them in or into the foregoing countries. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.
General
The information contained in these Materials is not comprehensive. Although care has been taken in the preparation of the information, not all such information may be accurate and up to date in all respects and the Company accepts no responsibility to update the information contained in this website. No reliance may be placed for any purpose whatsoever on the information or opinions contained in these Materials or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein. All information is provided without any warranties of any kind and the Company and its advisers make no representations and disclaim all express and implied warranties and conditions of any kind, including, without limitation, representations, warranties or conditions regarding accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose and the Company and its advisers assume no responsibility to you or any third party for the consequences of any errors or omissions. Neither the Company nor its advisers accept any liability for any direct or indirect or consequential loss or damages of any kind resulting from any use of this website or any information contained in it. The Company accepts no responsibility for any contravention of applicable securities laws and regulations by persons as a result of false information provided by such persons.
Certain information in these Materials is of a historical nature and may be out of date. All historical information should be understood to speak from the date of its publication. Actual results and developments may be materially different from any opinion or expectation expressed in these Materials. In addition, past performance is no guide to future performance, whether of the Company or its securities.
Certain statements contained in the Materials available on this part of the website constitute forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in these Materials that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document.
CONFIRMATION AND ACCEPTANCE OF DISCLAIMER
By clicking 'I AGREE', you confirm that you are an existing shareholder of Metlen Energy & Metals S.A. and that the following statements are true:
[1] BLF to confirm.
Thank you for your interest. Legal restrictions prevent us from allowing you further access to this webpage.
