| February 28, 2022
- The following text should be displayed on the first page before the user might gain access to the materials relating to the Offering:
ELECTRONIC VERSIONS OF MATERIAL REGARDING THE RIGHTS ISSUE OF BIOPORTO A/S (THE “COMPANY”) ARE BEING MADE AVAILABLE ON THIS WEBSITE IN GOOD FAITH BY THE COMPANY AND ARE FOR INFORMATION PURPOSES ONLY. BY ACCESSING THE DOCUMENT YOU ACKNOWLEDGE AND CONFIRM THE FOLLOWING.
Access to the information and documents contained on this website in relation to the contemplated rights issue by BioPorto A/S (the “Material”) may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons who wish to have access to information regarding the rights issue announced by the Company in company announcement no 2 of 7 March 2022 and any future company announcement regarding the rights issue (the “Announcements”), should 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. The Company assumes no responsibility if there is a violation of applicable laws and regulations by any person.
The shares as mentioned in the Material and the Announcements (the “Shares”) have not and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or under the securities laws of any state or other jurisdiction of the United States of America (the “United States”), and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act or applicable state securities laws. There will be no public offering of the Shares in the United States. The Shares are only offered and sold (I) outside the United States to, or for the account or benefit of, non-U.S. persons (as defined in Regulation S under the U.S. Securities Act) in accordance with Regulation S under the U.S Securities Act or (ii) to a limited number of investors that are qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act) (“QIBs”) or accredited investors (as defined in Rule 501(a) (“Accredited Investors”) under the U.S. Securities Act) in transactions otherwise exempt from, or not subject to, the registration requirements of the U.S. Securities Act. Any person in the U.S. that obtains a copy of the Material or any of the Announcements and that is not a QIB or an Accredited Investor is required to disregard them.
The information in the Material is not intended for, and must not be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident or physically present in Australia, Canada, Japan or any other jurisdiction where to do so would constitute a violation of the local securities laws and regulation of such jurisdiction (the “Excluded Territories”). The Shares have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories. Accordingly, such Shares may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such Shares in, the relevant jurisdiction. There will be no public offer of Shares in any Excluded Territory.
In relation to each member state of the European Economic Area where the Prospectus Regulation applies (each a “Relevant Member State”), no offering of Pre-emptive Rights or New Shares will be made to the public in any Relevant Member State prior to the publication of a prospectus concerning the Pre-emptive Rights and the New Shares which has been approved by the competent authority in such Relevant Member State or, where relevant, approved in another Relevant Member State and notified to the competent authority in such Relevant Member State, all pursuant to the Prospectus Regulation, except that an offering of Preemptive Rights and New Shares may be made to the public at any time in such Relevant Member State pursuant to the following exemptions from the Prospectus Regulation:
- to any legal entity which is a qualified investor as defined in the Prospectus Regulation (“Qualified Investor”);
- to fewer than 150 natural or legal persons other than Qualified Investors, subject to obtaining the prior written consent of the Company and its financial advisers; or
- in any other circumstances falling within Article 1(4) of the Prospectus Regulation.
In any Relevant Member State other than Denmark, the Material is only addressed to, and is only directed at, shareholders and investors in such Relevant Member State that fulfil the criteria for exemption from the obligation to publish a prospectus, including Qualified Investors.
For the purposes of the above, the expression an “offer of Pre-emptive Rights and New Shares to the public” in relation to Pre-emptive Rights and New Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the Offering, the Pre-emptive Rights and the New Shares so as to enable a shareholder and/or an investor to decide whether to acquire the Pre-emptive Rights and acquire or subscribe for the New Shares.
The Prospectus is only being distributed to, and is only directed at, and the information in the Material is only directed at and intended for, (i) persons outside the UK or (ii) “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”) or (iii) “high net worth companies” and other persons to whom it may lawfully be communicated, falling within the meaning of Article 49(2)(a) to (d) of the Financial Promotion Order (all such persons being “Relevant Persons”). Pre-emptive Rights and New Shares are only available to Relevant Persons and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such Pre-emptive Rights or New Shares will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act on or rely upon the Material or any of its contents.
If you are not permitted to view the Material or are in doubt as to whether you are permitted to view the Material, please exit this webpage.
By proceeding, you will be deemed to have accepted and confirmed the following:
- You are either (a) a non-U.S. person (as defined in Regulation S under the U.S. Securities Act) or seeking access for the account or benefit of one or more such non-U.S. persons or (b) a QIB or Accredited Investor (each as defined above); and
- You are not a resident of or located (physically present) in Australia, Canada, Japan or any other Excluded Territory; and
- That you are either
- resident of and physically present in Denmark; or
- resident and physically present outside Denmark and each of the jurisdictions referred to in clauses 1and 2 above and, in that case, you are authorized to access the information and documents on this website without being subject to any legal restriction and without any further action required by the Company.