Please read this notice carefully – it applies to all persons who view this webpage. This notice may be amended or updated by the Company from time to time and accordingly it should be read carefully in full each time you wish to view the Information. In addition, the content of the site, and its availability to persons resident in certain jurisdictions, may be amended at any time in whole or in part at the sole discretion of the Company.
Please read this notice carefully before clicking “I agree” or “I disagree” below. This notice applies to all persons who view the Information. Access to these materials is being made available on this webpage by the Company in good faith and for information purposes only. Any person seeking access to this webpage represents and warrants to the Company that they are doing so for information purposes only.
Nothing on, or which can be downloaded from, this webpage constitutes an offer for sale or subscription or any solicitation of any offer to buy or subscribe for any securities in any jurisdiction. Making the Information available does not constitute a recommendation by the Company or any other party to sell or buy securities in the Company.
Any person seeking access to this webpage certifies that they are not located in any Restricted Jurisdiction. Any person seeking access to this site confirms that they have read and understood this disclaimer and agree to be bound by its terms.
The information contained on this website does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States of America or any other Restricted Jurisdiction or in any jurisdiction in which such offers or sales are unlawful.
The materials are only addressed to and directed at individuals and legal entities who have the right to participate in the Company’s (i) public offering of securities to private individuals and legal entities in Finland (the “Public Offering”) and (ii) institutional offering of securities to institutional investors in the European Economic Area (the “EEA”) and, in accordance with applicable laws, internationally, including in the United States to persons reasonably believed by the Lead Managers to be either (A) qualified institutional buyers (“QIBs”) as defined in Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”); or (B) an “accredited investor” within the meaning of Rule 501 of Regulation D under the U.S. Securities Act, and not involving any “public offering” within the meaning of Section 4(a)(2) of the U.S. Securities Act, and applicable U.S. state securities laws (the “Institutional Offering”).
In the Public Offering, securities are offered for subscription to individuals and legal entities in Finland. Investors whose permanent address or domicile is in Finland and who subscribe securities in Finland may participate in the Public Offering. There will be no Public Offering of the securities in the United States. The securities in the Public Offering will be offered outside the United States in “offshore transactions” (as defined in Regulation S under the U.S. Securities Act (“Regulation S”)) to persons outside of the United States who are not, and who are not acting for the account or benefit of, U.S. Persons (as defined in Regulation S) in reliance on Regulation S. The securities in the Public Offering have not been, and will not be, registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States. The securities in the Public Offering may not be offered, sold, pledged or otherwise transferred in the United States, or to or for the account or benefit of U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable securities laws of any state or other jurisdiction of the United States.
The Institutional Offering is available to institutional investors (i) in Finland, (ii) elsewhere in the EEA and (iii) in accordance with applicable laws, internationally, including (a) in the United States on a private placement basis to a limited number of persons reasonably believed by the Lead Manager to be either (A) QIBs as defined in Rule 144A under the U.S. Securities Act; or (B) an “accredited investor” within the meaning of Rule 501 of Regulation D under the U.S. Securities Act, and not involving any “public offering” within the meaning of Section 4(a)(2) of the U.S. Securities Act, and applicable U.S. state securities laws and (b) in the United Kingdom, to “qualified investors” as defined in Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) who are also (A) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (B) high net worth entities, and other persons to whom the Offering may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order), all such persons in the United Kingdom being “UK Relevant Persons”). The securities in the Institutional Offering will be offered outside the United States in “offshore transactions” (as defined in Regulation S) to persons outside of the United States who are not, and who are not acting for the account or benefit of, U.S. Persons (as defined in Regulation S) in reliance on Regulation S. The securities in the Institutional Offering have not been, and will not be, registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States. The securities in the Institutional Offering may not be offered, sold, pledged or otherwise transferred in the United States, or to or for the account or benefit of U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable securities laws of any state or other jurisdiction of the United States.
The Finnish Prospectus is not being made available to persons who are resident in the United Kingdom. The Offering Circular is not being made available to persons who are resident in the United Kingdom other than to UK Relevant Persons. Any person subscribing for securities will be required to represent, warrant and agree that (i) they are not resident in the United Kingdom, save for certain investors acting as sub-underwriters who are qualified investors as defined in the UK Prospectus Regulation and (ii) they are a UK Relevant Person
Qualifying holders of Depositary Interests (“DIs”) as of the applicable record date may be entitled to participate in the separate UK Open Offer and should refer to the separate UK Open Offer Circular [to be] published by the Company for further information. Persons who are resident in United Kingdom but are not qualifying holders of DIs or are not UK Relevant Persons, may be entitled to participate in the REX Retail Offer to retail investors through intermediaries using the REX Platform and should refer to the terms and conditions set out in the separate REX retail offer announcement.
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