This page is for information purposes only and under no circumstances shall constitute an offer or invitation, of form the basis for a decision, to invest in any securities of the Company.
This is being distributed in accordance with Article 33(g) of the Rules on the Offer of Securities and Continuing Obligations (“ OSCOs ”) issued by the Capital Market Authority in Saudi Arabia (the “ CMA ”) for the purposes of ascertaining the extent to which potential investors are willing to participate in the potential initial public offering of East Pipes Integrated Company for Industry (the “ Company ”), and should not result in any binding undertakings to acquire shares or subscribe in the Company’s initial public offering. Neither this page nor anything contained herein shall form the basis of, or be relied upon in connection with , any offer or commitment whatsoever in any jurisdiction. Investors may only subscribe in the securities referred to in this page on the basis of the CMA approved prospectus to be issued and published in due course (the “Prospectus”). Copies of the Prospectus will, following publication, be available from the Company’s registered office and its website at [insert website hyperlink]
This is not an offer document for the purposes of the OSCOs and should not be construed as such. The CMA and the Saudi Stock Exchange do not take any responsibility for the contents of this page, do not make any representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this page.
The information contained on this page is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this page or its accuracy, fairness or completeness. The information in this page is subject to constant change.
The distribution of this page may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This page is not an offer for sale of securities of the Company in or into the United States. The shares referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933, as amended (the “ Securities Act ”), or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The Company has not registered and does not intend to register any portion of the shares subject to the Offering under the Securities Act or the laws of any state in the United States or to conduct a public offering of any securities in the United States. Copies of this page are not being, and may not be, distributed, forwarded or otherwise sent, directly or indirectly, in or into the United States.
This page does not contain or constitute an offer of, or the solicitation of an offer to buy, the shares referred to herein to any person in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The offer and sale of the shares referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the shares referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the shares in Australia, Canada, South Africa or Japan.
In member states of the European Economic Area (“EEA”) (each, a “ Relevant Member State ”), this page and any offer if made subsequently is directed only at persons who are “qualified investors” within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State. In the United Kingdom this page is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated, and any investment activity to which it relates will only be engaged in with such persons and it should not be relied on by anyone other than such persons.
This page may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “aim,” “anticipate,” “believe,” “can,” “consider,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “ought to,” “potential,” “plan,” “projection,” “seek,” “should,” “will,” “would,” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including, among other things, risks specifically related to the Company and its operations, the development of global economic and industry conditions, and the impact of economic, political and social developments in Saudi Arabia. Forward-looking statements speak only as of the date they are made. Each of the Company, the Financial Advisor and its respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this page whether as a result of new information, future developments or otherwise.
There is no guarantee that the Offering will occur, and you should not base your financial decisions on the Company’s intentions in relation to the Offering at this stage. This page does not constitute a recommendation concerning the Offering nor any declaration or undertaking by any means. Acquiring shares to which this page relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering investment should consult an investment advisor or an authorised person specializing in advising on such investments.
The Financial Advisor is acting exclusively for the Company and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this page or any transaction, arrangement or other matter referred to herein.
The contents of this page have been prepared by and are the sole responsibility of the Company. The Financial Advisor or any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this page (or whether any information has been omitted from the page) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this page or its contents or otherwise arising in connection therewith.
In connection with the Offering, the Financial Advisor and any of its affiliates, may take up a portion of the securities in connection with the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such securities and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the Arabic language prospectus , once published, to the Company’s shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Financial Advisor and any of its affiliates acting in such capacity. In addition, the Financial Advisor and any of its affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors in connection with which the Financial
Advisor and any of its affiliates may from time to time acquire, hold or dispose of securities. The Financial Advisor does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.