Legal Disclaimer
The content of this promotion has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. Reliance on this promotion for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets Invested.
General
This website has been produced by Nu Quantum Limited (the "Company") solely for use in connection with the investor presentations held in connection with the contemplated placing of new shares (the "Shares") by the Company (the "Placing"). This website does not comprise an admission document, listing particulars or a prospectus relating to the Company or any subsidiary of the Company, does not constitute an offer or invitation to purchase or subscribe for any securities of the Company and should not be relied on in connection with a decision to purchase or subscribe for any such securities. This website, the investor presentation and the accompanying verbal presentation do not constitute a recommendation regarding any decision to sell or purchase securities in the Company.
This website, the investor presentation and the accompanying verbal presentation (the “Collateral”) are confidential and are being supplied to you solely for your information and may not be reproduced or distributed to any other person or published, in whole or in part, for any purpose. No reliance may be placed for any purpose whatsoever on the Collateral or the completeness or accuracy of such information. No representation or warranty, express or implied, is given by or on behalf of the Company or its shareholders or subsidiary undertakings or affiliates or any of such entities' directors, officers, employees, advisors or other representatives (collectively the "Representatives") or any other person as to the accuracy or completeness of the information or opinions contained in the Slides and the accompanying verbal presentation. Neither the Company nor any of its Representatives shall have any liability whatsoever arising directly or indirectly from the use of the Slides or their content. By reviewing this the Collateral you acknowledge that you will be solely responsible for your own assessment of the Company and its business and the securities of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company and its business. The content of the Collateral cannot to be construed as legal, business, investment or tax advice. Each recipient should consult with its own legal, business, investment and tax advisers.
The Collateral contain forward-looking statements, which relate, inter alia, to the Company's proposed strategy, plans and objectives. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of the Company that could cause the actual performance or achievements of the Company to be materially different from such forward-looking statements. Neither the Company nor any of its Representatives provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in these Slides or the actual occurrence of the forecasted developments. Accordingly, you should not rely on any forward-looking statements and the Company accepts no obligation to disseminate any updates or revisions to such forward-looking statements. Any individual who is in any doubt about the investment to which this Collateral relates should consult an authorised person specialising in advising on investments of this kind. Persons of any other description, including those that do not have professional experience in matters relating to investments, should not rely or act upon the Collateral.
The distribution of the Collateral and any investment in securities of the Company may be restricted by law in certain jurisdictions, and persons into whose possession the Collateral comes must inform themselves about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. The Collateral should not be distributed, published, reproduced or otherwise made available in whole or in part by recipients to any other person and, in particular, should not be distributed to persons with an address in the United States of America, the Republic of South Africa, the Republic of Ireland, Japan or Canada or in any other country outside the United Kingdom where such distribution may lead to a breach of any legal or regulatory requirement. No securities commission or similar authority in Canada has in any way passed on the merits of the securities offered hereunder and any representation to the contrary is an offence. No registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the Placing or the Shares. Accordingly, subject to certain exceptions, the Shares may not, directly or indirectly, be offered or sold within Canada, Japan, South Africa or the Republic of Ireland or offered or sold to a resident of Canada. Japan, South Africa or the Republic of Ireland.
United Kingdom
The Collateral is exempt from the general restriction set out in section 21 of the Financial Services and Markets Act 2000 on the communication of invitations or inducements to engage in investment activity on the grounds that it is made only to Investment Professionals, Certified High Net Worth Individuals, High Net Worth Companies and Self-Certified Sophisticated Investors. The Collateral and its contents are directed only at persons who fall within the exemptions contained in Articles 19, 48, 49 and 50A of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (such as persons who are authorised or exempt persons within the meaning of the Financial Services and Markets Act 2000 and certain other persons having professional experience relating to investments, certified high net worth individuals, high net worth companies, unincorporated associations or partnerships, the trustees of high value trusts and self-certified sophisticated investors) and persons to whom distribution may otherwise lawfully be made. Any investment, investment activity or controlled activity to which the Collateral relates is available only to such persons and will be engaged in only with such persons. To qualify as a Certified High Net Worth Individual, an individual must have signed, within the previous twelve months, a statement which contains the information set out in Part I of Schedule 5 to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. To qualify as a Self-Certified Sophisticated Investor, an individual must have signed, within the previous twelve months, a statement which contains the information set out in Part II of Schedule 5 to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Switzerland
Neither the Collateral nor any other offering or marketing material relating to the Shares shall constitute a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Code of Obligations. The Collateral has not been filed with or approved by any Swiss regulatory authority or stock exchange. The Shares will not be registered in Switzerland or listed on any Swiss stock exchange.
United States of America
The Collateral does not and is not intended to constitute an offer of securities for distribution or sale in the United States of America (the "US"). Securities may not be offered, sold or distributed in the US absent registration or an exemption from registration under the US Securities Act of 1933. None of the Shares have been, will be or are required to be registered under the US Securities Act of 1933. Neither the Shares nor the Collateral has been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any such authorities passed upon or determined the adequacy or accuracy of the Collateral . Any representation to the contrary is a criminal offence in the US.
The Shares are being offered in the US solely to investors that are "accredited investors" as that term is defined in rule 501(a) of regulation D of the US Securities Act of 1933 and the Shares will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the US Securities Act of 1933.
Regulatory/miscellaneous
The Collateral is as dated. Neither the delivery of the Collateral nor any further discussions of the Company with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. The Company does not undertake any obligation to review or confirm, or to release publicly or otherwise to investors or any other person, any revisions to the information contained in the Collateral to reflect events that occur or circumstances that arise after such date. The Collateral is subject to the laws of the United Kingdom, and any dispute arising in respect of the Collateral is subject to the exclusive jurisdiction of the United Kingdom.