Reference is made to the attachment for the minutes of meeting of the EGM dated 28 March 2023
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The following pages contain information relating to an offering and admission to listing and trading on a regulated market in relation to securities of Sif Holding N.V. ("Sif"). By accessing the following web pages and linked documents, you will be deemed to have consented to delivery of the documents by electronic transmission and acknowledged and agreed to be bound by the following terms and conditions. This information may not be accessed by residents of certain countries based on applicable securities law regulations.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN.
This website and the information contained herein or to which it gives access is not a prospectus and is not intended for, and may not be accessed by, or distributed or disseminated to, persons resident or physically present in the United States of America (including its territories, the "United States"), Australia, Canada, or Japan, and do not constitute an offer to sell or the solicitation of an offer to purchase or subscribe for, any securities of Sif in the United States, Australia, Canada, or Japan or in any other jurisdiction in which such offer, solicitation, sale, purchase or subscription would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. The securities of Sif referred to on this website have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
All persons residing outside of the United States, Australia, Canada, or Japan who wish to access the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of securities by them. Sif assumes no responsibility if there is a violation of applicable law and regulations by any person.
The information contained in this website, including any material you may hereafter access, is not to be provided by you to any other person, in electronic form or otherwise, and is not to be accessed, published, copied, forwarded or otherwise disseminated in or into the United States, Canada, Australia, or Japan.
This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase. It is an advertisement and not a prospectus for the purposes of the Prospectus Directive. Any purchase of securities of Sif pursuant to the proposed offering should only be made on the basis of information that will be contained in the formal prospectus to be issued in due course in connection with the proposed offering (the “Prospectus”), to be approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten), and any supplement or amendment thereto. The Prospectus will contain detailed information about Sif and its management, as well as financial statements and other financial data. The Prospectus, when published, will be available at www.sif-group.com.
When made generally available, copies of the prospectus may be obtained at no cost through Sif’s website. It may be unlawful to distribute these materials in certain jurisdictions.
In any EEA Member State, other than the Netherlands, that has implemented Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the "Prospectus Directive"), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
This website has been prepared on the basis that any offer of shares in any Member State of the EEA other than offers (the “Permitted Public Offers”) which are made prior to the issue date or such later date as Sif may permit, and which are contemplated in the Prospectus in the Netherlands once the Prospectus has been approved by the competent authority in the Netherlands and published in accordance with the Prospectus Directive, and in respect of which Sif has consented in writing to the use of the Prospectus, will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of the shares. Accordingly any person making or intending to make any offer in that Member State of shares which are the subject of the offering contemplated in this document, other than the Permitted Public Offers, may only do so in circumstances in which no obligation arises for Sif or any of the managers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither Sif nor any of the managers have authorised, nor do they authorise, the making of any offer (other than Permitted Public Offers) of shares in circumstances in which an obligation arises for Sif or any manager to publish or supplement a prospectus for such offer. The expression "Prospectus Directive" means Directive 2003/71/EC, and includes any relevant implementing measure in the Member State concerned.
In addition, in the United Kingdom, this website and the information contained herein, or to which it gives access, is addressed to, and directed only at: (i) persons outside the United Kingdom, or (ii) 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 (as amended, the "Order"), or (iii) persons falling within Article 49(2)(A) to (d) ("high net worth companies, unincorporated associations etc.") of the Order, or (iv) any person to whom an invitation or inducement to engage in investment activity may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this website and the information contained herein, or to which it gives access, relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person in the United Kingdom who is not a Relevant Person should not act or rely on this website and the information contained herein, or to which it gives access.
The managers named in this website and in the linked documents are acting exclusively for Sif and no one else in connection with any offering of the securities and will not be responsible to anyone other than Sif for providing the protections afforded to their respective clients or for providing advice in relation to any offering or any transaction or arrangement referred to herein.
If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please leave this webpage.
This website contains “forward looking” statements, beliefs or opinions, including statements with respect to the business, financial condition, results of operations, liquidity, prospects, growth, strategy and plans of Sif, and the industry in which Sif operates. These forward looking statements involve known and unknown risks and uncertainties, many of which are beyond Sif’s control and all of which are based on the directors’ current beliefs and expectations about future events. Forward looking statements are sometimes identified by the use of forward looking terminology such as “believes”, “expects”, “may”, “will”, “could”, “should”, “shall”, “risk”, “intends”, “estimates”, “aims”, “plans”, “predicts”, “continues”, “assumes”, “positioned” or “anticipates” or the negative thereof, other variations thereon or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts. Forward looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the directors or Sif with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Sif business, concerning, amongst other things, the results of operations, financial condition, prospects, growth and strategies of Sif and the industry in which it operates.
These forward looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing Sif. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward looking statements. The forward looking statements contained in this announcement speak only as of the date of this document. Sif, the selling shareholder, and the managers expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this document to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law and regulation.
Access to electronic versions of these materials is being made available on this webpage by Sif in good faith and for information purposes only. The linked documents and the information have been made available in an electronic format. Documents made available via this medium may be altered or changed during the process of uploading or downloading them and consequently neither Sif, nor any of its directors, officers, employees or agents accepts any liability or responsibility whatsoever in respect of any difference between the electronic format of the linked documents and the hard copy version. If you gain access to this documentation, it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.
By selecting “I read and agree to the license agreement” you confirm and certify to Sif that you have fully understood and accepted the limitations reported above and that: You are not a resident of or physically present in the United States, Australia, Canada, or Japan or any other restricted jurisdiction, and that you are either: (a) a resident of the Netherlands, (b) a resident of, and domiciled in, a Member State of the European Economic Area other than the Netherlands and a qualified investor within the meaning of the Prospectus Directive, (c) a resident of, and domiciled in, the United Kingdom, a qualified investor within the meaning of the Prospectus Directive and a Relevant Person, or (d) otherwise authorised to access this information pursuant to applicable laws or regulations.
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