YOUR AGREEMENT TO THE CONDITIONS AND TERMS OF USE FOR ACCESS TO THE PRELIMINARY OFFERING MEMORANDUM, PRICING SUPPLEMENT (ONCE AVAILABLE), INFORMATION MEMORANDUM AND PRESENTATIONS
Accessing this website from certain jurisdictions may be restricted by law and persons intending to access this website should inform themselves about, and observe any such restrictions.
YOU MAY NOT REPRODUCE ANY PART OF THE CONTENTS OF THIS WEBSITE
You agree that you will not copy, download, record, distribute or re-transmit, in whole or in part, the preliminary offering memorandum contained herein (the “Preliminary Offering Memorandum”), the information memorandum (the “Information Memorandum”), the pricing supplement amending and supplementing the Preliminary Offering Memorandum, once available, (the “Pricing Supplement” and the Preliminary Offering Memorandum as amended and supplemented by the Pricing Supplement, the “Final Offering Memorandum”) or the presentations contained herein (the “Presentations”). You may not disclose, distribute, publish or reproduce the contents of this website, the Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum or the Presentations to any other person without the prior written consent of Barclays Bank PLC, Goldman Sachs Bank USA, Intesa Sanpaolo S.p.A., J. P. Morgan AG, Jefferies Finance LLC, Morgan Stanley Bank International Limited and Royal Bank of Canada (collectively, the “Mandated Lead Arrangers”), Goldman Sachs International, Barclays Bank PLC, J.P. Morgan AG, Jefferies International Limited, Jefferies GmbH, Morgan Stanley & Co. International plc, RBC Europe Limited and Intesa Sanpaolo S.p.A. (collectively, the “Initial Purchasers”), Cidron Aida BidCo Limited (the “Company”) and Cidron Aida Finco S.à r.l. (the “Issuer”).
No offer of securities
None of the information on this website, the Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum or the Presentations shall constitute or form part of, or be construed as, an offer, invitation or recommendation to purchase, sell or subscribe for any securities in any jurisdiction or solicitation of any offer to purchase, sell or subscribe for any securities in any jurisdiction and neither the issue of the information nor anything contained herein shall form the basis of or be relied upon in connection with, or act as any inducement to enter into, any investment activity.
You consent to electronic delivery of the Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum and the Presentations
You acknowledge and agree that you have consented to accept electronic delivery of the Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum and the Presentations and any subsequent material in connection with viewing the Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum and the Presentations.
You should refer to the Final Offering Memorandum
Subject to “—No offer of securities” above, you understand that you should refer to the Final Offering Memorandum, once available, for further and more complete information about any offering and any securities that may be sold in any offering (the “Notes”). You are reminded that any acquisition of the Notes or other securities in any proposed offering (if any) may be made solely on the basis of information contained in the Final Offering Memorandum.
If you are viewing the Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum or the Presentations on an internet website
You are responsible for protecting against viruses and other destructive items. Your use of this website is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses or other items of a destructive nature.
No representations or warranties are being made
No reliance may be placed for any purpose whatsoever on the Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum, the Presentations or any other information contained on this website or on its completeness, accuracy or fairness. The information in the Preliminary Offering Memorandum, Information Memorandum and the Presentations is subject to updating, completion, correction and amendment and, in particular, the information in the Preliminary Offering Memorandum will be superseded in its entirety by the Final Offering Memorandum.
No representation, warranty or undertaking, express or implied, is given by or on behalf of the Company, the Issuer, the Mandated Lead Arrangers or the Initial Purchasers or any of such persons’ affiliates or their or their affiliates’ respective directors, officers, employees, agents, partners, representatives and professional advisers as to the completeness, accuracy or fairness of the information or opinions contained on this website and no responsibility, obligation or liability whatsoever is or will be accepted by the Company, the Issuer, the Mandated Lead Arrangers or the Initial Purchasers or any of such persons’ affiliates or their or their affiliates’ respective directors, officers, employees, agents, partners, representatives and professional advisers or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith. The information on this website may still be in draft form and has not been independently verified by the Company, the Issuer, the Mandated Lead Arrangers or the Initial Purchasers. The information on this website is not research and has been prepared solely for informational purposes. None of the Company, the Issuer, the Mandated Lead Arrangers or the Initial Purchasers shall have any obligation to update or supplement the information on this website or otherwise provide additional information.
None of the Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum, the Presentations or any other document or information (or any part thereof) delivered or supplied under or in relation to the Notes is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Company, the Issuer, the Mandated Lead Arrangers or the Initial Purchasers that any viewer of, or any person accessing, the Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum, the Presentations or any such other document or information (or such part thereof) should subscribe for or purchase any securities or other instruments of the Issuer.
No person is authorised to give any information or to make any representation not contained in and not consistent with the Preliminary Offering Memorandum, the Pricing Supplement, and the Information Memorandum and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Company, the Issuer, the Mandated Lead Arrangers or the Initial Purchasers. None of the Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum, the Presentations, any future issue of the securities nor any subscription for, purchase or sale of securities made in connection therewith shall under any circumstances create any implication that there has been no change in the information contained herein since the date hereof or that there has been no change in the business or financial position of the Company or its subsidiaries since the date such documents were made available on this website.
Factual statements, statistical data, information regarding actual and proposed issues contained in the Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum and the Presentations, views expressed, and projections, forecasts or statements relating to various matters referred to in the Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum and the Presentations do not represent any of the Mandated Lead Arrangers’ or the Initial Purchasers’ own assessment or interpretation of information. Prospective investors should not treat the contents of the website as advice relating to legal, taxation, accounting or investment matters, and are to make their own assessments concerning these and other consequences of any investments they may deem appropriate in due course, based on a final prospectus, including the merits and the risks of investing. No person shall be treated as a client of the Mandated Lead Arrangers solely by virtue of having received the information on this website. Prospective investors must determine themselves what reliance they should place on any data, statements or opinions made in the Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum and the Presentations and no responsibility is accepted by the Company, the Issuer, the Mandated Lead Arrangers or the Initial Purchasers in respect thereof. Prospective investors are advised to conduct their own due diligence.
The documentation on this website may contain forward-looking statements involving risks, uncertainties and other factors that may cause actual results to differ.
Certain statements contained in the Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum and the Presentations, including those relating to any offering, may be forward-looking statements under the U.S. federal securities laws. Forward‑looking statements include statements about expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not statements of historical fact. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “target” or similar words or phrases, or the negatives of those words or phrases, may identify forward‑looking statements, but the absence of these words does not necessarily mean that a statement is not forward‑looking. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein.
Forward-looking statements contained in documentation on this website that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. None of the Issuer, the Company, the Mandated Lead Arrangers or the Initial Purchasers undertake any obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document.
IT IS IMPORTANT THAT YOU REVIEW AND COMPLY WITH THE RELEVANT FOLLOWING COUNTRY/REGIONAL SPECIFIC REQUIREMENTS. THEY APPLY ONLY TO THE EXTENT THAT YOU ARE INCORPORATED, RESIDENT OR OTHERWISE LOCATED IN THE COUNTRY/REGION WHOSE NAME APPEARS AS A HEADING TO THESE REQUIREMENTS. IF YOU ARE NOT INCORPORATED, RESIDENT OR OTHERWISE LOCATED IN A COUNTRY/REGION NAMED BELOW, YOU MUST INFORM YOURSELF ABOUT AND OBSERVE ANY RESTRICTIONS IN RELATION TO ACCESS TO THIS WEBSITE AND RECEIPT OF THE PRELIMINARY OFFERING MEMORANDUM, THE PRICING SUPPLEMENT, THE INFORMATION MEMORANDUM OR THE PRESENTATIONS UNDER ALL APPLICABLE LAW AND REGULATION, AS ACCESS THERETO AND RECEIPT THEREOF IS RESTRICTED STRICTLY TO ELIGIBLE INSTITUTIONAL INVESTORS IN EACH JURISDICTION.
United States
The Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum and the Presentations are not directed at persons located in the United States other than QIBs
You understand that the Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum and the Presentations are not directed at persons located in the United States, other than “qualified institutional buyers” (“QIBs”) (as defined under Rule 144A (“Rule 144A”) of the US Securities Act 1933, as amended (the “U.S. Securities Act”) who may acquire, or may consider the acquisition of, the Notes for their own account or for the account of a QIB.
Securities not registered under the U.S. Securities Act
The Notes have not been registered, and will not be registered, under the U.S. Securities Act and may not be offered or sold in the United States unless they are registered or exempt from registration under the U.S. Securities Act. There will be no public offering of securities in the United States.
Any Member State in the European Economic Area
The documents on this website are not a prospectus and investors should not subscribe for or purchase the Notes.
Notes 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 (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a “qualified investor” (“Qualified Investor”) as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum and the Presentations must not be acted on or relied on in any member state of the European Economic Area by persons who are retail investors. In any member state of the European Economic Area, any investment or investment activity in the Notes may only be available to, investors who are Qualified Investors, and will be engaged in only with such persons.
United Kingdom
The Notes 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 (the “United Kingdom” or the “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 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA 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; or (iii) not a “qualified investor” as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of the domestic law by virtue of the EUWA (the “UK Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and, therefore, offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
In the United Kingdom, the Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum and the Presentations are for distribution only to, and is directed solely at, persons who (i) are outside the United Kingdom, (ii) are investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (iii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 in connection with the issue or sale of any Notes may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”).
The Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum and the Presentations must not be viewed, accessed, acted on or relied on in the United Kingdom, by persons who are not Relevant Persons. Any investment or investment activity in the Notes may only be available in the United Kingdom to Relevant Persons, and may only be engaged in with such persons. The Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum and the Presentations and their contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person.
Canada
No offer for subscription, sale or exchange of the Notes is made in Canada or to persons that are Canadian residents.
Jersey
No person shall, without the consent of the Jersey Financial Services Commission, circulate in Jersey any offer for subscription, sale or exchange of the Notes.
Not deemed a customer of the Initial Purchasers
Each of the Initial Purchasers is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority and are acting exclusively for the Issuer and the Company and no one else in connection with the Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum or the Presentations or a future transaction in connection with it. Each of the Initial Purchasers will not regard any other person (whether or not a recipient of the Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum or the Presentations) as a client and will not be responsible to anyone other than the Issuer and the Company for providing the protections afforded to their respective clients nor for the giving of advice in relation to any transaction, matter or arrangement referred to in the Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum or the Presentations. No person viewing the Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum or the Presentations on this website shall be deemed to be a customer of any Initial Purchaser for any purpose.
If you want to view the Preliminary Offering Memorandum, the Pricing Supplement, the Information Memorandum or the Presentations, you must indicate your agreement to these terms.
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