Important notice in respect of US securities laws
Offering memorandum dated September 28, 2023, relating to WE Soda Investments Holding Plc’s offering of $800,000,000 in aggregate principal amount of 9½% Senior Secured Notes due 2028 (the “Offering”).
Please read this disclaimer carefully. It applies to all persons who access the offering memorandum. By accessing the offering memorandum and the information contained in it, you are deemed to have agreed to be bound by the terms and conditions below.
Please note that this disclaimer may be altered or updated from time to time. You should read it in full each time you access the offering memorandum.
THE OFFERING IS NOW CLOSED AND NEITHER WE SODA INVESTMENTS HOLDING PLC, NOR KEW SODA LTD ANY OF ITS OTHER ITS CONSOLIDATED SUBSIDIARIES (“WE SODA”) NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (OR ANY RELATED PERSON OR ENTITY) ASSUMES ANY FURTHER RESPONSIBILITY IN RELATION TO THE CONTENTS OF THE OFFERING MEMORANDUM, INCLUDING TO UPDATE ANY INFORMATION IN THE OFFERING MEMORANDUM.
ALL INFORMATION IN THE OFFERING MEMORANDUM IS MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE OFFERING MEMORANDUM SPEAKS AS OF ITS DATE ONLY AND DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
All information in the offering memorandum is historic and is provided for information purposes only. Notes or securities issued by WE Soda Investments Holding Plc should not be traded in reliance on or as a result of information in the offering memorandum which may not represent the current position of WE Soda Investments Holding Plc or WE Soda. The Offering is now closed and the offering memorandum does not under any circumstances or in any jurisdiction, constitute or form part of an offer to sell, or a solicitation of an offer to buy, any shares or securities in WE Soda Investments Holding Plc nor shall there be any sale of shares or securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
By accessing the offering memorandum, you represent and warrant to WE Soda Investments Holding Plc and WE Soda that you are doing so for information purposes only.
Accessing the offering memorandum may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of persons are permitted to access the offering memorandum. It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not access the offering memorandum. Neither WE Soda Investments Holding Plc nor WE Soda nor their respective directors, officers, employees or agents (or any related person or entity) or any of their advisers assumes any responsibility for any violation by any person of any of these restrictions.
You are reminded that the information in the offering memorandum has been made available to you on the basis that you are a person into whose possession such information may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the information, electronically or otherwise, to any other person.
If you are not permitted to access the information in the offering memorandum, or accessing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to access such information, please exit this page by clicking on the “I DISAGREE” link below and, if applicable, seek independent advice.
The Offering is now closed and it was not registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, nor offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In the United States, the Offering was made only to “qualified institutional buyers” (“QIBs”) as defined in Rule 144A of the Securities Act (“Rule 144A”) in compliance with Rule 144A. Outside the United States, the Offering was made in offshore transactions in reliance on Regulation S under the Securities Act and to persons other than retail investors in: (a) the European Economic Area, defined as 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, “EU 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 EU MiFID II; or (b) the United Kingdom, defined as 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 Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, 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).
No information made available in the offering memorandum is or purports to be investment, tax or other advice or is intended to provide the basis of any credit or other evaluation. Nor should any such information be considered a recommendation by WE Soda Investments Holding Plc, WE Soda or their respective directors, officers, employees or agents (or any related person or entity) to purchase or sell any shares or securities.
Nothing shall under any circumstances create any implication that any information made available in the offering memorandum is correct as of any time subsequent to the date of such information or that there has been no change to any such information or in the affairs of WE Soda Investments Holding Plc or WE Soda or any of their affiliates since the date of such information. Neither WE Soda Investments Holding Plc nor WE Soda nor any of its affiliates or their respective directors, officers, employees or agents (or any related person or entity) has any duty to maintain or update any material in the offering memorandum.
The offering memorandum includes “forward-looking statements,” within the meaning of the securities laws and certain other jurisdictions, based on current expectations and projections about future events. All statements other than statements of historical facts included in the offering memorandum, including, without limitation, statements regarding the Group’s future financial position, risks and uncertainties related to the Group’s business, strategy, capital expenditures and the Group’s plans and objectives for future operations, may be deemed to be forward-looking statements. These forward- looking statements are subject to a number of risks and uncertainties, including those identified under the “Risk Factors” section of the offering memorandum. Words such as “believe,” “expect,” “anticipate,” “may,” “assume,” “plan,” “intend,” “will,” “should,” “estimate,” “risk,” “target,” “objectives,” “outlook,” “probably,” “project,” “seek” and similar expressions or the negatives of these expressions are intended to identify forward-looking statements. In addition, from time to time the Group or its representatives, acting in respect of information provided by us, have made or may make forward-looking statements orally or in writing and these forward-looking statements may be included in but are not limited to press releases (including on the Group’s website), reports to the Group’s security holders and other communications. Although the Group believes that the expectations reflected in such forward-looking statements are reasonable, the Group can give no assurance that such expectations will prove to be correct. Any forward looking statement speaks only as of the date on which it is made and the Group undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or to persons acting on the Group’s behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in the offering memorandum, including those set forth under the section entitled “Risk Factors.”
The information contained in the offering memorandum has been made available to you in electronic form and neither WE Soda Investments Holding Plc, nor WE Soda nor their respective directors, officers, employees or agents (or any related person or entity) warrants that its use will be uninterrupted or free of error. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither WE Soda Investments Holding Plc, nor WE Soda nor their respective directors, officers, employees or agents (or any related person or entity) accepts any liability or responsibility whatsoever in respect of any difference between the information made available to you in electronic format and the hard copy version.
Confirmation of understanding and acceptance of disclaimer
I have read and understood the disclaimer set out above and I agree to be bound by its terms. I understand that the Offering is now closed. I confirm that I am permitted to access the offering memorandum and I am doing so for information purposes only and will do so in accordance with the terms of this disclaimer including without limitation the restrictions set forth above under “Important notice in respect of US securities laws”.