IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to this transmission and the admission document, investor presentation and competent person’s reports contained on this website (together, the “Materials”) and you are advised to read this disclaimer carefully before clicking on the AGREE button below and accessing and viewing the Materials. In accessing the Materials you agree to be bound by the following terms and conditions. Please note that the disclaimer set out below may be altered or updated, at any time in whole or in part at the sole discretion of Central Asia Metals plc (the “Company”). You should read it in full each time you visit the site.
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The information to which this gatepost gives access is exclusively intended for persons who are not resident or physically present in the United States, as defined in Regulation S of the Securities Act. The information contained herein does not constitute or form part of any offer for sale or solicitation of any offer to buy any securities in the United States or elsewhere nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment to purchase securities and are not for publication or distribution in the US or to persons in the US within the meaning of the Securities Act. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act.
Subject to certain exceptions, the securities referred to herein and on the pages that follow may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, in any Restricted Jurisdiction or to any resident or citizen of any Restricted Jurisdiction. Neither this website, the Materials nor any other document nor information (or any part thereof) delivered or supplied shall be deemed to constitute an offer of any securities for sale, or an invitation by or on behalf of the Company, CBH Europe Limited, J.P. Morgan Securities plc (which conducts its UK investment banking activities under the marketing name, J.P. Morgan Cazenove) (“J.P. Morgan”), Peel Hunt LLP (“Peel Hunt”) or Mirabaud Securities Limited (“Mirabaud”) (J.P. Morgan, Peel Hunt and Mirabaud together, the “Banks”) to purchase any securities. The offer and sale of the securities referred to herein and on the pages that follow have not been and will not be registered under the applicable securities laws of any Restricted Jurisdiction. Potential users of this information are requested to inform themselves about and to observe any such restrictions.
This communication is only addressed to persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended by the 2010 PD Amending Directive (Directive 2010/73/EU)) (“Qualified Investors“). In addition, in the United Kingdom, this communication is being distributed only to and directed only at Qualified Investors: (a) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“) (investment professionals); or (b) who fall within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc.), (all such persons referred to above being “Relevant Persons“). This communication must not be acted on or relied upon (a) in the United Kingdom, by persons who are not Relevant Persons, and (b) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this communication relates is available only to (i) in the United Kingdom, Relevant Persons and (ii) in any member state of the EEA other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons. Solicitations resulting from this communication will only be responded to if the person concerned is, (i) in the United Kingdom, a Relevant Person, and (ii) in any member state of the EEA other than the United Kingdom, a Qualified Investor.
In Australia, this announcement is directed only at persons to whom an offer of securities can be made without disclosure under Part 6D.2 of the Australian Corporations Act 2001(Cth) (“Australian Corporations Act”) because they are either a ‘Sophisticated Investor’ or ‘Professional Investor’ for the purposes of sections 708(8) or 708(11) (as applicable) of the Act. Accordingly: (i) this offer is made solely to the recipient in their capacity as a Sophisticated or Professional Investor; (ii) this offer can only be accepted by the recipient if they are a Sophisticated or Professional Investor; (iii) this announcement does not and is not intended to constitute a disclosure document for the purposes of the Australian Corporations Act; and (iv) neither this announcement nor the offer contained herein can be partially or wholly distributed, published, reproduced, transmitted or otherwise made available or disclosed by recipients to any other person in Australia.
Republic of South Africa
In South Africa, only persons who fall within any of the categories envisaged in section 96(1)(a) of the Companies Act, 2008 (the “SA Companies Act”) and/or selected persons who subscribe for Placing Shares at a total contemplated acquisition cost equal to or greater than R1 000 000 per single addressee acting as principal (as contemplated in section 96(1)(b) of the SA Companies Act) and to whom the offer of Placing Shares is specifically addressed, are entitled to participate in the Placing and this announcement should not be distributed, published, reproduced, transmitted or otherwise made available in whole or in part or disclosed by recipients to any person in South Africa who does not fall within the aforementioned categories. Accordingly, (i) the Placing is not an offer to the public as contemplated in the SA Companies Act; and (ii) no prospectus has been filed with the Companies and Intellectual Property Commission in respect of the offer of the Placing Shares. Any acquisition by a South African resident of Shares shall be subject the Exchange Control Regulations, 1961, as amended, issued in terms of section 9 of the South African Currency and Exchanges Act, 1933 (the Regulations), and South African residents who wish to acquire shares shall be responsible for compliance with the Regulations and for obtaining any approvals that may be required in terms of the Regulations.
The Materials have not been prepared for delivery and review by a person that is resident of or otherwise subject to the laws of Canada or a person acting for a principal who is a resident of Canada or otherwise subject to the laws of Canada (a “Canadian”). The Materials may not be and must not be acted on or relied on by any Canadian and shall not be treated as an offer to any such person to purchase any securities of the Company.
The Materials have not been prepared for delivery and review by a person that is resident of or otherwise subject to the laws of Japan or a person acting for a principal who is a resident of Japan or otherwise subject to the laws of Japan (“Japanese person”). The Materials may not be and must not be acted on or relied on by any Japanese person and shall not be treated as an offer to any such person to purchase any securities of the Company.
No statement in the information contained herein is intended to be, nor should be construed, as a profit forecast. The Company and the Banks will not be obliged to provide the recipient of the information contained herein with access to any additional information or to update this communication with additional information or to correct any inaccuracies which may become apparent. In particular, no representation or warranty is given as to the achievement or reasonableness of any future projections, management estimates, prospects or returns.
Certain statements included herein express the Company’s expectations or estimates of future performance and constitute “Forward-looking Statements“. Forward-looking Statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company are inherently subject to significant business, economic and competitive uncertainties and contingencies. Such Forward-looking Statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, financial condition, performance or achievements or the success of the investment strategies to be materially different from any future results, performance or achievements expressed or implied by such Forward-looking Statements and, as such, the Forward-looking Statements are not guarantees of future performance. The Company, the Banks or any of their respective shareholders, directors, officers, partners, employees, agents, affiliates, advisers, representatives or any other person expressly disclaim any intention or obligation to update or revise any Forward-looking Statements whether as a result of new information, events or otherwise. No reliance may be placed for any purpose whatsoever on the information or opinions contained in herein or on its completeness and the Materials have not been approved by an authorised person within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended) (“FSMA“) and therefore any person seeking access to this website represents and warrants to the Company, the Banks and their respective shareholders, directors, advisers, agents or affiliates that they are doing so for information purposes only. None of the Company, the Banks or any of their respective shareholders, directors, officers, partners, employees, agents, affiliates, advisers, representatives or any other person make any representations or warranties, express or implied, as to the accuracy, completeness, correctness or fairness of the Materials and no responsibility or liability is accepted for its accuracy or sufficiency. Furthermore, none of the Company, the Banks or any of their respective shareholders, directors, officers, partners, employees, agents, affiliates or advisers shall have any responsibility or liability whatsoever (in negligence or otherwise) for any loss whatsoever arising from any use of the Materials or their contents or otherwise in connection with the Materials. You are advised to conduct your own due diligence.The Banks are acting on a several, and not a joint or a joint and several, basis for the Company and for no one else in connection with the Materials and will not be responsible to anyone other than the Company for providing the protections afforded to the respective customers of the Banks, or for affording advice in relation to the contents of the Materials. No person viewing the Materials on this website shall be deemed to be a customer of any of the Banks.
Peel Hunt and Mirabaud which are authorised and regulated in the United Kingdom by the Financial Conduct Authority (“FCA”) and J.P. Morgan which is authorised by the Prudential Regulation Authority (“PRA”) and regulated by the PRA and FCA, are acting for the Company and no-one else in connection with the contents of these Materials and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Peel Hunt, J.P. Morgan and Mirabaud or for affording advice in relation the contents of these Materials or any matters referred to herein. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Peel Hunt, J.P. Morgan and Mirabaud may have under FSMA or the regulatory regime established thereunder. By clicking “I understand and agree” below, you represent, warrant and agree to the Company and the Banks that you (1) have read and understood the information set out above, (2) agree to be bound by its terms, (3) are not resident or located in an Restricted Jurisdiction and are not a U.S. Person (as defined in Regulation S of the Securities Act), (4) are permitted under applicable laws and regulations to receive the information contained in the pages that follow and (5) agree that you will not transmit or otherwise send any information contained in this website to any person in the United States or to publications with a general circulation in the United States.