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ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY THE COMPANY IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.
THESE MATERIALS ARE RESTRICTED AND ARE NOT INTENDED FOR, AND MUST NOT BE ACCESSED BY, OR DISTRIBUTED OR DISSEMINATED TO, DIRECTLY OR INDIRECTLY, PERSONS LOCATED OR RESIDENT IN (OR ORGANISED OR INCORPORATED UNDER THE LAWS OF) THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SWITZERLAND, UNITED ARAB EMIRATES, OR ANY OTHER JURISDICTIONS WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THE INFORMATION FURNISHED ON THE FOLLOWING WEB PAGES DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES IN THE UNITED STATES OF AMERICA, IN ANY OTHER EXCLUDED JURISTICTION, OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
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The webpage and the information and materials contained herein do not constitute or form a part of any offer to sell or a solicitation of an offer to purchase or subscribe for securities in any jurisdiction or jurisdictions in which such offers, sales or solicitations are unlawful or require prior registration or qualification under the securities laws of any such jurisdiction.
Except as otherwise provided for herein, the materials contained on this webpage do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. None of the securities referred to in the materials contained on this webpage (the “Securities”) have been or will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in, into or within the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of Securities in the United States.
Any relevant securities registration or other clearances have not been and will not be made or obtained with or from the relevant authorities in any other jurisdiction except the United Kingdom and Spain. Accordingly, unless an exemption under the relevant securities law is applicable, the Securities may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into any other jurisdiction if to do so would constitute a violation of any applicable law of, or require registration of such securities in, such jurisdiction.
Basis of access
Access to electronic versions of the materials is being made available on this webpage by the Company for information purposes only and such materials are not comprehensive. Any person seeking access to this webpage represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for securities in the Company or constitute a recommendation by the Company or any other party to sell or buy securities in the Company.
Although care has been taken by the Company in the preparation of the information, not all such information may be accurate and up to date in all respects. No reliance may be placed for any purpose whatsoever on the information or opinions contained in the materials being made available on this webpage or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein. No representation or warranty, express or implied, is given by or on behalf of the Company or either Goldman Sachs International, Morgan Stanley & Co. International plc, Deutsche Bank Aktiengesellschaft, Banco Bilbao Vizcaya Argentaria S.A., Banco Santander S.A., Barclays Bank PLC, BofA Securities Europe SA, Citigroup Global Markets Limited and Credit Suisse Securities (Europe) Limited (together the “Banks”), or any of such persons’ affiliates or their respective directors, officers, employees, agents or advisers or any other person as to the accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose of the information or opinions contained on this webpage and no liability whatsoever is accepted by the Company or the Banks or any of such persons’ affiliates or their respective directors, officers, employees, agents or advisers or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith. Each of the Company and the Banks does not accept any responsibility, obligation or liability whatsoever for any direct or indirect or consequential loss or damages of any kind resulting from any use of or reliance on this webpage or any information contained in it.
Please note that the information appearing in the materials is accurate only as of the date of the relevant document, regardless of the time of delivery of the document or of any offer or sale of the Securities. Each of the Company and the Banks expressly disclaims any duty to provide any additional information, update or keep current information contained in the materials, or to remedy any omissions in or from the materials and any opinions expressed in the materials except as required by applicable law.
Certain elements of, and statements in, the materials in this webpage relate to the future, including forward-looking statements relating to the Company and its Group’s financial position and strategy. These statements, including the explanatory wording in the materials in this webpage in relation to the Company’s working capital, relate to future events or the future performance of the Company but no not seek in any way to qualify the working capital statement given by the Company. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms ‘intend’, ‘aim’, ‘project’, ‘anticipate’, ‘estimate’, ‘plan’, ‘believe’, ‘expect’, ‘may’, ‘should’, ‘will’, ‘continue’ or, in each case, their negative and other variations or other similar or comparable words and expressions. These statements discuss future expectations concerning the Company or its Group’s results of operations or financial condition, or provide other forward-looking statements.
These forward-looking statements are not guarantees or predictions of future performance, and are subject to known and unknown risks, uncertainties and other factors, including the risk factors set out in the materials in this webpage, many of which are beyond the Group’s control, and which may cause the Group’s actual results of operations, financial condition and the development of the business sectors in which the Group operates to differ materially from those suggested by the forward-looking statements contained in the materials in this webpage. In addition, even if the Group’s actual results of operations, financial condition and the development of the business sectors in which it operates are consistent with the forward-looking statements contained in the materials in this webpage, those results or developments may not be indicative of results or developments in subsequent periods. Viewers of the materials in this webpage are cautioned not to put undue reliance on forward-looking statements.
Other than as required by law, none of the Company, its officers, advisers or any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in the materials contained in this webpage will actually occur, in part or in whole. Additionally, statements of the intentions of the Board and/or Directors reflect the present intentions of the Board and/or Directors, respectively, as at the date of the materials contained in this webpage and may be subject to change as the composition of the Board alters, or as circumstances require.
The forward-looking statements speak only as at the date of the materials contained in this webpage. To the extent required by applicable law or regulation the Company will update or revise the information contained in the materials in this webpage. Otherwise, the Company as well as the Banks expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in the materials in this webpage to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. You should not place reliance on forward-looking statements, which speak only as at the date of the materials.
Any other information contained in, or that can be accessed via, our website does not constitute a part of the materials.
You are responsible for protecting against viruses and other destructive items. Your use of this webpage is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses or other items of a destructive nature.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Securities have been subject to a product approval process, which has determined that they each are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Securities may decline and investors could lose all or part of their investment; the Securities offer no guaranteed income and no capital protection; and an investment in the Securities 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 Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Capital Increase. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; 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 Securities. Each distributor is responsible for undertaking its own target market assessment in respect of the Securities and determining appropriate distribution channels.
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