Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Your confirmation must be true and accurate.
Important Information
Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Your confirmation must be true and accurate.
The information contained in this section of the website contains information relating to an offer to existing shareholders and the public in Sweden to subscribe for shares in Perpetua Medical AB (publ) (the "Company").
The information contained in this section of the website of the Company (a) is only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident and physically present outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the "United States"), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa or South Korea and resident and physically present in a jurisdiction where to do so will not constitute a violation of the local securities laws or regulations of such jurisdiction, and (b) does not constitute an offer to sell or the solicitation of an offer to buy or acquire, any securities of the Company in the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa or South Korea or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.
The securities of the Company referred to in this section of the Company's website (the "Securities") have not been and will not be registered under the United States Securities Act from 1933 (the "Securities Act") or with any securities regulatory authority of any state of the United States and may not be offered or sold within the United States unless the Securities are registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. All offers and sales of the Securities outside the United States will be made in compliance with Regulation S under the Securities Act and in accordance with applicable law.
The Securities have not been and will not be registered under the applicable securities laws of Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa or South Korea or any other jurisdiction in which it would be unlawful or would require registration or other measures, and therefore may not be offered or sold or for the account or benefit of any person having a registered address in, or located or resident in, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa or South Korea or any other jurisdiction in which it would be unlawful or would require registration or other measures.
In the United Kingdom, the information contained in this section of the Company's website is only being distributed to and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the information contained in this section of the Company's website.
This information is only addressed to and directed at persons in other member states of the European Economic Area (the "EEA") than Sweden, who are "Qualified Investors" within the meaning of Article 2 (e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017. The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with Qualified Investors. This information should not be acted upon or relied upon in any other member state of the EEA than Sweden by persons who are not Qualified Investors.
Access to the information contained in this section of the Company's website may be illegal in certain jurisdictions, and only certain categories of persons may be authorised to access such information. All persons residing outside of Sweden who wish to have access to the information contained in this section of the Company's website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this section of the Company's website, or require registration or approval for any acquisition of Securities by them. No such registration or approval has been or will be obtained outside of Sweden. The Company assumes no responsibility if there is a violation of applicable law and regulations by any person.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the offered shares have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company. Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.
I therefore certify that:
- I am (i) resident and physically present in a country outside the United Kingdom, the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa or South Korea or any other jurisdiction in which the release, distribution or publication would be unlawful or require registration or any other measure in accordance with applicable law or (ii) a Qualified Investor within the EEA or a relevant person in the United Kingdom;
- I am authorised to access the information contained in this section of the Company's website without being subject to any legal restriction and without any further action required by the Company;
- I will not transmit or otherwise send any materials or information contained in this website to any person or publications with general circulation in the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or United Kingdom or any other jurisdiction in which doing so would breach applicable local laws or regulations; and
- I have read, understand and agree to comply with all of the restrictions set forth above.
DISCLAIMER – IMPORTANT
Due to applicable legal restrictions, the information contained in this section of the website is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), the United Kingdom, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa or South Korea or any other jurisdiction in which such release, publication or distribution might constitute a violation of the local securities laws or regulations of such jurisdiction. We apologise for any inconvenience this may cause.