The information contained in the following pages does not constitute and should not be deemed to constitute an offer to the public, an offer to subscribe for or to sell or a solicitation of the interest of the public for the purposes of a public offer of securities to the public inside or outside of France other than an offer addressed solely to qualified investors, as defined in Article 2(e) of the regulation (EU) 2017/1129 of 14 June 2017 (as amended) (the “Prospectus Regulation”).
The distribution of this information in some countries may constitute a breach of the legal provisions in force. This information is not intended for, and shall not be accessible, published, distributed or circulated, directly or indirectly, to persons resident or located in the United States of America (the “United States”, which shall include its territories and possessions), Canada, Australia or Japan, and does not constitute an offer to sell or a solicitation of bids for the purchase or acquisition of shares in the Company in the United States, Canada, Japan or Australia. The information contained in the following pages do not constitute an offer to sell or a solicitation to buy securities of Deezer in the United States, Canada, Australia, Japan or in any other countries.
In France, any offer of Deezer securities will be addressed solely to qualified investors, as defined in Article 2(e) of the Prospectus Regulation and in accordance with the provisions of Article L. 225-138 of the French Code de commerce.
With respect to Member States of the European Economic Area where the Prospectus Regulation is applicable, no action has been taken or will be taken to permit an offer to the public of securities of Deezer (other than an offer addressed solely to qualified investors, as set forth in Article 1(4)(a) of the Prospectus Regulation) which would require the publication of a prospectus in any Member State.
The information contained in the following pages does not constitute an offer of securities to the public in the United Kingdom. In the United Kingdom, this information is for distribution only to and is directed only at (a) “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of U.K. domestic law by virtue of the EU (Withdrawal) Act 2018 (the “EUWA”) which are (b) (i) persons who have professional experience in matters relating to investments falling within the provisions of Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) “high net worth entities”, “unincorporated associations” and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This information must not be acted on or relied on, in the United Kingdom, by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is only available to Relevant Persons and will be engaged in only with Relevant Persons.
The Deezer securities which would be issued or transferred may not be sold in the United States unless the offer is registered with the Securities and Exchange Commission under the U.S. Securities Act 1933, as amended (the “U.S. Securities Act”), or exemption from such registration is available. The Deezer securities are not, and will not be, registered under the U.S. Securities Act and Deezer does not intend to make any kind of offer of securities in the United States.
The Deezer securities may not be offered or sold in Canada except in a transaction exempt from the prospectus requirements of applicable Canadian securities laws or pursuant to a prospectus that qualifies those securities in the relevant provinces and territories of Canada, it being specified that the Deezer securities have not been and will not be qualified by way of prospectus under the securities laws of any province or territory of Canada and Deezer does not intend to qualify any such securities or conduct an offering to the public in Canada.
The information contained in the following pages is addressed to only certain investors in some jurisdictions.
I therefore certify that I am not a resident of the United States, Canada, Australia or Japan nor am I currently physically present in any one of those countries.
I have read and understood the above declarations and certify below that they are accurate, and hereby undertake to comply with all the conditions set forth on this page.