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THE MATERIAL CONTAINED ON THIS WEBSITE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. BY SELECTING “I AGREE” BELOW YOU ARE DEEMED TO REPRESENT THAT YOU ARE NOT LOCATED IN THE UNITED STATES NOR ARE YOU A U.S. PERSON AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). REVIEWING THIS MATERIAL IN BREACH OF THIS REPRESENTATION MAY CAUSE A VIOLATION OF UNITED STATES SECURITIES LAWS.
This material, to which you will gain access, relates to the planned offering of shares in HTL-Strefa S.A. (the “Company”) that will comprise a public offering in Poland. This material is an advertisement and not a prospectus or other offering document for the purposes of applicable measures implementing EU Directive 2003/71/EC (such Directive, together with such applicable measures, the “Prospectus Directive”) and as such does not constitute an offer to sell or subscribe for or the solicitation of an offer to subscribe for or purchase securities.
The prospectus of the Company in Polish (the “Prospectus”) will be the only legally binding offering document containing information concerning the proposed public offering of the shares in the Company in Poland as well as admission and introduction of the Company’s shares to trading on the regulated market operated by the Warsaw Stock Exchange (the “WSE”). The Prospectus will comply with the Prospectus Directive and upon approval by the Polish Financial Supervision Authority it will be published and will be available on the Company’s website (www.htl-strefa.pl) and on the website of the Dom Maklerski mBanku S.A. (www.mdm.pl). No public offering outside of Poland will be made.
It may be unlawful to distribute the material, to which you will gain access, in certain jurisdictions. Please note that the material is not intended for publication or dissemination in any jurisdiction where such publication or dissemination may be unlawful in accordance with the applicable laws. Within the European Economic Area in the member states other than Poland this material is only available to qualified investors within the meaning of Article 2(1)(e) of Prospectus Directive and/or in other circumstances falling within Article 3(2) of the Prospectus Directive.
These materials are not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the Securities Act. In particular, the shares in the Company have not been and will not be registered under the Securities Act and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The shares in the Company will not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Canada, Australia or Japan. Accordingly, unless an exemption under the relevant securities law is applicable, any shares in the Company may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States, Canada, Australia, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction. There will be no public offering of the shares in the Company in the United States.
Neither the Prospectus nor the securities covered thereby have been or will be registered, approved or notified in any country other than the Republic of Poland, specifically in accordance with the Prospectus Directive or the Securities Act and they cannot be offered or sold outside the territory of the Republic of Poland (including within the territory of other countries of the European Union or the United States of America) unless in any relevant state such offer, subscription or sale could be done in compliance with the law without the need for the Company or its advisors to comply with any additional legal requirements. Any investor who resides in or has its registered office outside the Republic of Poland should review the relevant regulations of the Polish law as well as the regulations of other countries which may apply thereto in connection with participation in the offering referred to herein.