IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to any documents (the “Documents”) in relation to the proposed issue of bonds (the “Bonds”) by Groupe Bruxelles Lambert SA/NV (“GBL”), including the information memorandum in relation thereto, and you are advised to read this disclaimer carefully before reading, accessing or making any other use of the Documents. In accessing the Documents, you agree to be bound by the following terms and conditions.
NOTHING IN THE INFORMATION BEHIND THIS SCREEN CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE BONDS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD OTHER THAN IN ACCORDANCE WITH RULE 903 OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO ANOTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
The Documents and the information contained therein are not intended for, and may not be accessed by, or distributed or disseminated to, persons resident or physically present in the United States, Australia, Canada, South Africa and Japan, and do not constitute an offer to sell or to purchase or the solicitation of an offer to purchase or sell, any securities of GBL, including the Bonds, in the United States, Australia, Canada, South Africa, Japan or in any other jurisdiction in which such offer, solicitation, sale or purchase would be unlawful. The Bonds have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act.
All persons residing outside of the United States, Australia, Canada, South Africa and Japan who wish to access any of the Documents should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access the Documents, or require registration or approval for any acquisition of securities by them. GBL assumes no responsibility if there is a violation of applicable law and regulations by any person.
The Documents do not constitute or contain any offer to sell or invitation to subscribe or make commitments for or in respect of any securities, including the Bonds, in any jurisdiction where such an offer or invitation would be unlawful.
The Documents are only being distributed to and are only directed at persons in the United Kingdom in circumstances where the provisions of Section 21 of the Financial Services and Markets Act 2000, as amended (the “Financial Services and Markets Act”) do not apply to GBL and is directed solely at persons in the United Kingdom who (i) have professional experience in matters relating to investments, such persons falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order or other persons to whom it may lawfully be communicated (all such persons together being referred to as “relevant persons”). This communication is directed only to relevant persons and must not be acted on or relied on by persons who are not relevant persons.
The Bonds are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”) or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. The Bonds are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act and any rules or regulations made under the Financial Services and Markets Act to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.
The Bonds are also not intended to be offered, sold or otherwise made available, and should not be offered, sold or otherwise made available, in Belgium to consumers (consumenten/consommateurs) within the meaning of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit économique), as amended.
The Bonds may be held only by, and transferred only to, eligible investors referred to in Article 4 of the Belgian Royal Decree of 26 May 1994, holding their securities in an exempt securities account that has been opened with a financial institution that is a direct or indirect participant in the securities settlement system operated by the National Bank of Belgium.
By selecting “I agree"”, you confirm that (a) you agree with the foregoing, (b) you are not a resident of or physically present in the United States, Australia, Canada, South Africa or Japan, or any other restricted jurisdiction, (c) you are authorised to access the Documents pursuant to applicable laws or regulations and (d) you agree not to distribute the Documents and any other information behind this screen directly or indirectly in or into the United States or in any other jurisdiction in which such distribution would be prohibited by applicable law.