SD Worx Holding NV launches a bond issuance for an amount between €50 million and €80 million

Antwerp, Belgium, 22 May 2019 - SD Worx Holding NV (the “Issuer”), with registered seat in Antwerp (Belgium), announces the launch, as from Friday 24 May, of the issuance of bonds with a maturity of seven years for an aggregate minimum amount of €50 million and an aggregate maximum amount of €80 million (the “Bonds”).

The Bonds will be subordinated to the Issuer’s senior financial debt and will be unsecured. The issuance will be in the form of a public offering in Belgium open to retail investors and, to a more limited extent, qualified investors. The Bonds will be listed on Euronext Growth Brussels.

The Bonds will be issued on 11 June 2019 in denominations of €1,000 at an issue price of 100%, and the minimum subscription amount is €10,000. The Bonds will have an interest rate of 3.80% per annum, payable on 11 June of each year, starting on 11 June 2020 until and including the maturity date on 11 June 2026.

The Bond offering frames in the Issuer’s intention to ensure that it has sufficient financial means available to fund its growth strategy, which includes acquisitive growth in the product markets in which it operates (in the widest sense). The Issuer believes that the currently favourable conditions in the financial markets offer a good opportunity to attract additional debt financing to implement such growth strategy. The Bond offering moreover allows the Issuer to diversify its external funding, without diluting its existing shareholders, and therefore reduces its reliance on bank financing. The Bond offering also allows the Issuer to extend the average maturity of its debt funding.

The gross actuarial yield on the basis of the issue price will amount to 3.80%, while the net actuarial yield (namely the gross yield less deduction of the withholding tax of 30%) will amount to 2.66%. Potential investors will be able to subscribe to the Bonds through Belfius, BNP Paribas Fortis and KBC Bank (acting as Joint Bookrunners) without being charged any fees by the Issuer or these banks. It is possible that other financial institutions through which an investor may subscribe to the Bonds would charge commissions, provisions or other fees. Investors should inform themselves about such costs.

The Bonds will be governed by Belgian law and will be repaid at 100% of their principal amount (excluding any costs that third parties may charge from time to time) on the maturity date. 

The Bonds are subordinated bonds and therefore constitute “complex financial instruments” within the meaning of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU Text (“MiFID II”) (as implemented into national laws). This implies that financial intermediaries shall be required to obtain the necessary information from retail investors who wish to subscribe to the Bonds to enable the financial intermediary to assess whether an investment in the Bonds is appropriate for the investor. An investment in the Bonds involves risks. By subscribing to the Bonds, investors lend money to the Issuer who undertakes to pay interest on an annual basis and to reimburse the principal on the maturity date. In case of bankruptcy or default by the Issuer, however, investors may not recover the amounts they are entitled to and risk losing all or a part of their investment. The Bonds are intended for investors who are capable of evaluating the interest rate in light of their knowledge and financial experience. Any decision to invest in the Bonds must be based solely on the information contained in the Prospectus. Before making any investment decision, the investors must read the Prospectus in its entirety (and, in particular, Section II “Risk Factors” of the Prospectus). In particular, reference is made to the risk factor that the Bonds are unsecured obligations of the Issuer which do not benefit from any guarantee and are subordinated obligations of the Issuer, as set out in the terms and conditions of the Bonds. In addition, the Bonds are structurally subordinated to the creditors of the Issuer’s subsidiaries. Reference is also made to the risk factor that the consolidated financial statements of the Issuer include a significant amount of goodwill on the balance sheet, and that the amortisations of such goodwill significantly impact the profitability of the Issuer, which may remain unprofitable in the years to come as a consequence of these amortisations. Each potential investor must investigate carefully whether it is appropriate for him or her to invest in the Bonds, taking into account his or her knowledge and experience and must, if needed, obtain professional advice.

The listing of the Bonds on Euronext Growth Brussels does not guarantee the liquidity of the product. The Bonds are not intended for investors who wish to maintain access to their capital at all times.

The subscription period will run from 24 May 2019 (9:00 a.m. CET) to 28 May 2019 (5:30 p.m. CET) subject to the possibility of early closing (see section X.H. “Allocation structure, early termination and reduction, allotment / oversubscription in the Bonds” of the Prospectus), as from 24 May 2019 at 5:30 p.m. CET. The payment date for the Bonds is 11 June 2019. Retail investors are advised to subscribe to the Bonds on the first business day of the subscription period before 5:30 p.m. (CET).

Belfius, BNP Paribas Fortis and KBC Bank are acting in the capacity of Joint Bookrunners and Belfius is acting in the capacity of Global Coordinator. Belfius is also mandated as agent in the context of the issue and placement of the Bonds.

The initial allocation structure between the Joint Bookrunners for the placement of the Bonds is such that each of the Joint Bookrunners has the right to place 28% of the nominal amount of the Bonds on a best efforts basis (or 84% together), to be allocated exclusively to retail investors in its own retail and private banking network (“JBR Bonds”). In addition, the Joint Bookrunners, acting together on a best efforts basis, will place 16% of the nominal amount of the Bonds with third-party distributors and/or qualified investors as a pot deal (“QI Bonds”). If the JBR Bonds assigned to a Joint Bookrunner are not fully placed on the first day of the subscription period, the Joint Bookrunners shall have the right to place the remaining unplaced JBR Bonds with third-party distributors and/or qualified investors. If notwithstanding the latter, not all Bonds are placed at the end of the first business day of the subscription period, each of the Joint Bookrunners shall have the right to place the unplaced Bonds with retail investors in its own network and Bonds will be allocated to the investors on a “first come, first served” principle. In the event of oversubscription, a reduction may apply, i.e. the subscriptions will be scaled back proportionally per Joint Bookrunner and per retail investor who has subscribed for the Bonds. Investors should thus note that an amount of Bonds may be allocated to them that is lower than the minimum subscription amount. Investors may have different reduction percentages applied to them depending on the Joint Bookrunner through which they have subscribed.

To subscribe for the Bonds or to obtain any information, investors may contact Belfius (via their local branch or on www.belfius.be/sdworx2019), BNPPF (www.bnpparibasfortis.be/emissions) and KBC (www.kbc.be/sdworx).

The Prospectus may be consulted on the websites of the FSMA (https://www.fsma.be/en/prospectus-ems), the Issuer (www.sdworx.com/en/investor-relations), Belfius (www.belfius.be/sdworx2019), BNP Paribas Fortis (www.bnpparibasfortis.be/emissions) and KBC Bank (www.kbc.be/sdworx).
A paper copy of the Prospectus is also available free of charge at the Issuer’s registered office, located at Brouwersvliet 2, 2000 Antwerp.

If you have a complaint to make, you can send it to:

Your local Belfius bank branch, your financial adviser or Belfius’ Complaints Management Unit, Karel Rogierplein 11, 1210 Brussels, or by e-mail: complaints@belfius.be

If you are not satisfied with the reply, you can contact Belfius Bank NV/SA, Negotiation claims (RT 15/14), Karel Rogierplein 11, 1210 Brussels, or by e-mail: negotiation@belfius.be

If you have any complaints , you can contact BNP Paribas Fortis SA – Klachtenbeheer – Warandeberg 3, 1000 Brussels or by e-mail at klachtenbeheer@bnpparibasfortis.com.

With an employee of your local KBC Bank branch: Contact your local KBC Bank branch.

With KBC Complaints Management: Do you believe that you cannot go to your local branch with your suggestion or complaint or are you not satisfied with the solution that was proposed to you?

Contact KBC Complaints Management, Brusselsesteenweg 100, 3000 Leuven, Tel. 0800 62 084, e-mail: klachten@kbc.be.

Capitalised terms not defined in this section shall have the meaning given to such terms in the Prospectus.

The Issuer believes that the factors described below represent the principal risks, each of which may affect its business or financial condition, and therefore its ability to fulfil its obligations under the Bonds. The inability of the Issuer to pay any amounts in connection with any Bonds may occur for other reasons which may not be considered significant risks by the Issuer based on the information currently available to it or which it may not currently be able to anticipate. The sequence in which the risk factors are listed is not an indication of their likelihood to occur or of the extent of their consequences.

These factors include amongst others, the following risks:

The Group’s activities and results are affected by international, national and regional economic conditions. Economic downturns may negatively affect the Group’s customers, suppliers or partners. A deterioration of the macroeconomic conditions and general employment may significantly adversely affect the Group’s business, results of operations, financial condition and prospects.
The Issuer has experienced significant growth in its HR and payroll solutions service offerings, in which it positions itself as a market leader in Belgium, with operations in several other geographic markets. However, as existing and new competitors continue to broaden their focus area and geographic scope, the Group faces strong competition which may impact the Group’s future growth rate. Furthermore, it is difficult to determine whether demand for the services rendered by the Group will continue to grow in line with past trends.

The staffing market, in which the Group is also very active, is also sensitive to changes in the level of economic activity. The market for staffing services is dependent on the willingness of companies to accept contingent staffing arrangements as a source of flexible labour. Pressure from unions, works council, political groups and/or regulatory agencies could have a material adverse effect on the Group’s staffing business, impacting the Group’s business, results of operations, financial condition and prospects.

As the Group relies for a great deal on third-party service providers for many aspects of its business, any failure on their side could materially affect the Issuer’s business, financial condition, results of operation and prospects. The Group also depends on key suppliers and alliance partners in certain areas of its operations. If any of these suppliers or partners were to cease to provide their services to the Group, there is no assurance that the Group would be able to replace them in a timely and cost-effective manner, or at all. Any delays or interruption on their services could furthermore have a material adverse effect on the Group’s reputation, business, financial condition, results of operation and prospects. Furthermore, the Group’s success in the staffing market will depend greatly on its ability to recruit qualified temporary personnel and retain them.

The Group has recently completed several acquisitions of other businesses, and the Group expects that it will continue to grow through acquisitions of other businesses, assets or technologies. Acquisitions involve numerous other risks, including as to integration of acquired businesses, realising synergies, over-valuation, entering markets in which the Group has no prior experience, et cetera.

On the date hereof, the Group is considering a potential sizeable acquisition of a business that is active inside and outside of Europe, including in certain jurisdictions where the Group is currently not active. The potential acquisition of such business is within the scope of the Group’s scope of activities, ambitions and strategy. It is currently uncertain whether the Group will enter into a binding agreement for such acquisition. If this would be the case, then it is currently expected that the Group’s Adjusted Leverage would increase from -1.13 (as at the end of 2018) to approx. +0.30 (based on current estimations). The risks inherent to any acquisition also apply to the currently contemplated acquisition.

The Group depends on its senior management teams, which possess extensive operating experience and industry knowledge, to set its strategy and manage its business. Its operations and profitability might be disrupted if it lost the services of certain of its senior management team members or if it would not be able to recruit, integrate or retain senior managers with the necessary competences, which may affect the Group’s business, results of operations, financial condition and prospects.
Risks related to personnel

The Group is also exposed to risks association with the potential loss or inability to attract skilled and motivated key personnel. The implementation of the Group’s strategic business plan could be undermined by a failure to attract or retain key personnel or the unexpected loss of senior employees. The Group’s success is further also dependent on maintaining good relations with its workforce. The Group’s operations may be affected by disputes with trade unions. Such disruptions could put a strain on the Group’s relationships with suppliers and clients and may impact the Group’s business. It is also exposed to employees’ misconduct, negligence or fraud, which could result in sanctions and serious reputational or financial harm or damage to its assets.
Risks related to interruption or failure in the Group’s information technology systems

The Group’s information technology systems form an integral part of its business operations as they are used to deliver material parts of the services rendered to its customers, their employees, the government services and the Group’s other business partners. Its systems are vulnerable to computer viruses, break-ins and similar disruptions from unauthorised tampering. A prolonged system-wide outage or frequent outages could cause harm to the Group’s reputation and could result in damage claims by the Group’s customers. Aging software infrastructure assets could also result in high level of expenses, affecting the Group’s business, results of operations, financial condition and prospects.

The Group’s business relies on securely transmitting, storing and hosting sensitive information, including personal data, financial information and other sensitive information relating to its customers, company and workforce. As a result, the Group faces the risk of unauthorised access to its computer systems, both deliberate and unintentional, that may disrupt its business, such as through misappropriation or loss of sensitive information and corruption of data. Similarly, the Group faces the risk of denial-of-service (DOS) and other Internet- based attacks ranging from mere vandalism of its electronic systems to systematic theft of sensitive information and intellectual property. The Group believes that any compromise of its electronic systems, including the unauthorised access, use or disclosure of sensitive information or a significant disruption of its computing assets and networks would (i) adversely affect the Group’s reputation and its ability to fulfil contractual obligations, (ii) require the Group to devote significant financial and other resources to mitigate such problems and (iii) increase the Group’s future cyber-security costs, including through organisational changes, deploying additional personnel and protection technologies, further training employees and engaging third-party experts and consultants.
These risks could result in reputational damage resulting in lost revenues, civil or criminal liability or regulatory action, including potential fines and penalties, the insurance coverage of which might not be sufficient. If the Group’s security is breached, its business, financial condition, results of operations and prospects could be materially and adversely affected.

The costs of compliance with, and other burdens imposed by privacy and data protection laws and regulations that are applicable to the businesses of the Group’s customers (in particular Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation or GDPR), or to its business directly, may limit the use and adoption of its applications and reduce overall demand or lead to significant fines, penalties, or liabilities for any non-compliance with such privacy laws. The amount of personal information collected within the offering of its services, can also be used by criminals to commit identity theft, to impersonate third parties, or to otherwise gain access to the data or funds of an individual. The Group is liable to its customers for damage caused by unauthorised disclosure of sensitive and confidential information, which may also damage the Group’s brand and/or reputation and have an adverse effect on the Group’s ability to attract and retain customers, which may adversely affect the Group’s business and profitability.

The Group must display a high level of integrity and maintain the trust and confidence of its customers. Any mismanagement, fraud or failure to satisfy legal or contractual obligations, allegations of such acts, or negative publicity resulting from such acts, or the association of any of the above with the Group could adversely affect the Group’s reputation and the value of its brands, as well as its business, results of operations, financial condition and prospects.

Risks related to the upstreaming of cash flows from the Issuer’s Subsidiaries
Since the Issuer is a holding company that conducts operations through subsidiaries, its ability to repay the Bonds is subject to the ability of its Subsidiaries to upstream their revenues through dividends, intercompany receivables, management fees and other payments, including to allow the Issuer to pay interest on, or repay, the Bonds. The Issuer’s Subsidiaries may not be able to pay dividends to the Issuer. Relevant to note in this respect is that SD Worx Staffing & Career Solutions – Holding NV (formerly named Vio Worx NV) is under the VIO Credit Facilities Agreement only permitted to distribute funds to its shareholders (and therefore to the Issuer) when the Adjusted Leverage (calculated in accordance with the VIO Credit Facilities Agreement) is equal to or lower than 2.00:1. Currently, such Adjusted Leverage is approximately 2.41:1 and no such dividends are therefore permitted. SD Worx Group and its Subsidiaries are not bound by the restrictions of the VIO Credit Facilities Agreement, which is ring-fenced to the entities that are a party to it (SD Worx Staffing & Career Solutions – Holding NV and its Subsidiaries).

The Group’s services in its different geographic markets are subject to an extensive body of national and supranational (labour, tax, social security and other) legislation. Failure to monitor regulatory developments so may expose the Group to claims from third parties and different types of sanctions, which may negatively impact the Group’s business in the relevant countries and its results of operations, financial condition and prospects. In addition, risks of the Group’s staffing activities include possible claims by customers or third parties of fraudulent employee activities or employee misconduct or negligence.

The Group’s ability to make interest payments on the Bonds and to meet its other debt service obligations or to refinance its debt, will depend on its future operating and financial performance, which will be affected by its ability to successfully implement its business strategy as well as general economic, financial, competitive, regulatory and other factors beyond its control. Its liquidity and working capital needs coverage also depends on the willingness of banks to provide credit lines or loans. Also, the senior facilities agreement dated 28 June 2018 entered into by, among others, the Issuer as the company and original borrower, as amended, restated or replaced from time to time (the “Senior Facilities Agreement”) and the senior facilities agreement of 19 February 2018 entered into by SD Worx Staffing & Career Solutions – Holding NV (formerly named Vio Worx) (as amended from time to time, the “Vio Credit Facilities Agreement”) impose operating and financial restrictions on the business. These provisions may negatively affect the Group’s ability to react to changes in market conditions or in the industry in which it operates, take advantage of business opportunities it believes to be desirable, pursue its strategy, obtain future financing, fund needed capital expenditures, or withstand a continuing or future downturn in its business.

The consolidated financial statements of the Issuer include a significant amount of goodwill on the balance sheet. The amortisations of such goodwill significantly impact the profitability of the Issuer, which may remain unprofitable in the years to come as a consequence of these amortisations.

The preparation of financial information in terms of the adequacy of the systems, the reporting and compilation of financial information, taking into account changes in scope or changes in accounting standards, is a major challenge for the Group, even more so given the complexity of the Group with activities in several countries. If the Group fails to maintain the adequacy of its internal controls, including any failure to implement required new or improved controls, or if it experiences difficulties in its implementation of internal controls, its business and operating results could be harmed and the Group could fail to meet its reporting obligations, which could lead to claims or a discontinuation in the trust by its stakeholders.

Key risks regarding the Bonds

The Issuer believes that the factors described below represent the principal risks in relation to the Bonds, which are material for the purpose of assessing the risks associated with the Bonds. The sequence in which the risk factors are listed is not an indication of their likelihood to occur or of the extent of their consequences.
These factors include, without limitation, the following risks:

The Bonds are complex financial instruments (in the sense of MiFID II) and may not be a suitable investment for all investors
Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances.
Also, the Bonds are subordinated bonds and therefore constitute “complex financial instruments” within the meaning of MiFID II. This implies that Financial Intermediaries shall be required to obtain the necessary information from retail investors who wish to subscribe to the Bonds to enable the Financial Intermediary to assess whether an investment in the Bonds is appropriate for the investor.
The Issuer may not have the ability to repay the Bonds
The Issuer may not be able to repay the Bonds at their maturity or upon the occurrence of an Event of Default (as defined in Condition 8 (Events of Default)). The Issuer’s ability to repay the Bonds will depend on the Issuer’s financial condition at the time of the requested prepayment and may be limited by law, the terms of its indebtedness and by the agreements that it may have entered into on or before such date.

Unsecured and subordinated obligations of the Issuer which do not benefit from any guarantee

The right of the Bondholders to receive payment on the Bonds is not secured and the Bonds are structurally and contractually subordinated to the secured and guaranteed indebtedness of the Issuer and its Subsidiaries, including the Senior Facilities Agreement. In the event of a liquidation, dissolution, reorganisation or similar procedures affecting the Issuer, the holders of secured indebtedness will be repaid first with the proceeds of the enforcement of such security.

Because the Issuer is a holding company and to a large extent dependent on dividends and other revenue streams from its Subsidiaries, the Bondholders are structurally subordinated to the banks and other creditors of these Subsidiaries. In addition, as described above, certain Subsidiaries of the Issuer have provided and may in the future provide guarantees for the benefit of holders of other indebtedness incurred by the Issuer, including under the Senior Facilities Agreement and the Vio Credit Facilities Agreement. These Subsidiaries will often hold more operational assets than the Issuer. In the event of enforcement against all or any part of these assets, it may occur that there are insufficient assets remaining which can be distributed to and used by the Issuer to repay the Bonds and/or the interest payments. In case of liquidation of any Subsidiary (or other company included in the consolidation of the Issuer) or in case of insolvency of such an entity the collateral of the Bonds will be reduced.
The Issuer may incur additional indebtedness
In the future, the Issuer could decide to incur additional indebtedness or further increase its indebtedness. This could have an impact on its ability to meet its obligations under the Bonds or could cause the value of the Bonds to decrease.

The Issuer and the Bonds do not have a credit rating
The Issuer and the Bonds do not have a credit rating at the time of the Bond Offering, and the Issuer currently does not intend to request a credit rating for itself or the Bonds at a later date. This may render the price setting of the Bonds more difficult.
Certain of the Group’s financing agreements contain restrictive covenants
The Group’s financing agreements (including the Senior Facilities Agreement and the Vio Credit Facilities Agreement) and the terms and conditions of the Bonds include a number of restrictive covenants. Although subject to significant qualifications and exceptions, these covenants could limit the Group’s ability to plan for or react to market conditions or to meet capital needs or engage in activities that may be in the Group’s interest.
There is no guarantee to an active trading market for the Bonds
The Bonds are new securities which may not be widely traded and for which there is currently no active trading market. Therefore, investors may not be able to sell their Bonds easily or at all, or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market.
The Bonds are exposed to market interest rate risk
The Bonds provide a fixed interest rate until the Maturity Date. Investment in the Bonds involves the risk that subsequent changes in market interest rates may adversely affect the value of the Bonds.
The market value of the Bonds may be affected by the creditworthiness of the Issuer
The value of the Bonds may be affected by the creditworthiness of the Issuer and the Group.
The Bonds may be redeemed prior to maturity
The Bonds may be redeemed prior to maturity in accordance with the Conditions.
The Change of Control Put
Each Bondholder, at its own initiative, will have the right to require the Issuer to redeem all or any part of such holder’s Bonds at the Put Redemption Amount, upon the occurrence of a Change of Control of the Issuer. If the procedure described in the Conditions has validly been followed, the Issuer may not refuse to redeem the Bonds.
Potential investors should be aware that, in the event that holders of a significant proportion of the Bonds exercise their put option, Bonds in respect of which the put option is not exercised may be illiquid and difficult to trade. Furthermore, potential investors should be aware that the put option can only be exercised in specified circumstances of a “Change of Control” as defined in the Conditions.
Modifications to the Conditions of the Bonds
The Conditions of the Bonds contain provisions for calling meetings of Bondholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Bondholders, including Bondholders who did not attend and vote at the relevant meeting and Bondholders who voted in a manner contrary to the majority.
Risk of inflation
The actual yield of an investment in the Bonds is being reduced by inflation. The higher the rate of inflation, the lower the actual yield of a Bond will be.
Governing law
The Conditions are based on the laws of Belgium in effect as at the date of this Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to the laws of Belgium, the official application, interpretation or the administrative practice after the date of this Prospectus.
Potential conflicts of interest
Potential investors should be aware that the Issuer is involved in a general business relation or/and in specific transactions with the Managers and that they might have conflicts of interests which could have an adverse effect to the interests of the Bondholders. The Bondholders should also be aware of the fact that the Managers, when they act as lenders to the Issuer or another company within the Group (or when they act in any other capacity whatsoever), have no fiduciary duties or other duties of any nature whatsoever vis-à-vis the Bondholders and that they are under no obligation to take into account the interests of the Bondholders. Potential investors should also be aware that the Agent does not assume any fiduciary duties or other obligations to the Bondholders and, in particular, is not obliged to make determinations which protect their interests.
Reference is made to Section E.4 (Interests material to the Bond Offering) of the Summary.
Taxation
Payments made in respect of the Bonds may be subject to Belgian withholding tax.
Potential purchasers and sellers of the Bonds should also be aware that they may be required to pay taxes or other documentary charges or duties in accordance with the laws and practices of the country where the Bonds are transferred or other jurisdictions. Potential investors should ask for their own tax adviser’s advice on their individual taxation position with respect to the acquisition, sale and redemption of the Bonds.

 
IMPORTANT COMMUNICATION
THIS COMMUNICATION IS NOT INTENDED FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION IS FORBIDDEN UNDER APPLICABLE LAW.
This communication does not constitute an offer to sell or to subscribe to securities, or an invitation to make an offer to purchase securities or subscribe to securities, and securities shall not be sold or subscribed to in any jurisdiction in which such offer, invitation, sale or subscription would be illegal without advance subscription or qualification under the financial legislation of such jurisdiction.
The issue of, subscription to or purchase of securities is subject to special statutory or regulatory restrictions in certain jurisdictions. Persons who may be in possession of this communication or of Bonds must inform themselves about and comply with these restrictions in connection with the distribution of the Prospectus and the offer and sale of the Bonds. The Issuer is not liable in the event that there is a violation by any person of these restrictions.
No public offering shall be made of any securities, referred to in this document, in the United States. The securities referred to in this document have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any other supervisory authority of securities of any state or other jurisdiction of the United States. The securities referred to in this document will only be offered and sold to persons outside the United States in reliance on Regulation S under the Securities Act (“Regulation S”)and may not be offered, sold or delivered in any other way, directly or indirectly, within the United States or to, or for the account of, U.S. persons (as defined in Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.
The securities referred to in this document have not been approved or rejected by the SEC, any other supervisory authority of securities of any state or other supervisory body of the United States, nor have these authorities assessed the appropriateness of this proposed offer or the adequateness or accuracy of this document. Any statement to the contrary is a criminal offence in the United States.

This document is not an offering document or prospectus in connection with an offering of securities by the Issuer. Investors may not accept an offering of securities that are mentioned in this document nor acquire them unless they do this on the basis of information contained in the Prospectus.