• Abstract and Figures
• Public Full-text

ELECTRONIC TRANSMISSION DISCLAIMER STRICTLY NOT TO BE FORWARDED TO ANY OTHER PERSONS IMPORTANT: This disclaimer applies to the attached prospectus (the “Prospectus'') and you must read this disclaimer carefully before reading, accessing or making any other use of the attached Prospectus relating to Trustpilot Group plc (the “Company”) dated 23 March 2021. By reading, accessing or making any use of the attached Prospectus, you agree to be bound by the following terms and conditions. You acknowledge that this disclaimer and the attached Prospectus (and its contents) are confidential and intended for you only and you agree you will not forward, reproduce or publish this disclaimer or the attached Prospectus to any other person. The Prospectus has been published in connection with the admission of the ordinary shares (the “Ordinary Shares”) of the Company to the premium listing segment of the Official List of the UK Financial Conduct Authority (the “FCA”) and to trading on London Stock Exchange plc’s main market for listed securities (together, “Admission”). The Prospectus has been approved by the FCA (as competent authority under Regulation (EU) 2017/1129, as amended (the “EU Prospectus Regulation”) as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018, (the “UK Prospectus Regulation”)) as a prospectus prepared in accordance with the Prospectus Regulation Rules made under Section 73A of the Financial Services and Markets Act 2000. The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation, and such approval should not be considered as an endorsement of the issuer that is, or the quality of the securities that are, the subject of this Prospectus. The Prospectus is available on the Company’s website at https://ipo.trustpilot.com. THIS DISCLAIMER AND THE ATTACHED PROSPECTUS AND THE SECURITIES REFERENCED THEREIN MAY ONLY BE DISTRIBUTED (I) IN “OFFSHORE TRANSACTIONS” AS DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR (II) WITHIN THE UNITED STATES TO QUALIFIED INSTITUTIONAL BUYERS (“QIBs”) AS DEFINED IN AND IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), OR PURSUANT TO ANOTHER EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. NOTHING IN THIS DISCLAIMER AND THE ATTACHED PROSPECTUS CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A QIB AS DEFINED IN AND IN RELIANCE ON RULE 144A, OR PURSUANT TO ANOTHER EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (2) IN AN “OFFSHORE TRANSACTION” IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OTHER APPLICABLE LAWS. ANY FORWARDING, REDISTRIBUTION OR REPRODUCTION OF THIS DISCLAIMER OR THE ATTACHED PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. This disclaimer and the attached Prospectus are only addressed to and directed at persons in member states of the European Economic Area who are “qualified investors” within the meaning of Article 2(e) of the EU Prospectus Regulation (“Qualified Investors”). In the United Kingdom, this disclaimer and the attached Prospectus are only addressed to and directed at, persons who are “qualified investors” within the meaning of Article 2(e) of the UK Prospectus Regulation (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”), and/or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and/or (iii) to whom they may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This disclaimer and the attached Prospectus must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area, by persons who are not Qualified Investors. Any investment or investment activity to which the attached Prospectus relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the European Economic Area, Qualified Investors, and will be engaged in only with such persons. No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of the Ordinary Shares, and this disclaimer and the attached Prospectus are only addressed to and directed at investors in Canada that are (i) purchasing as principal, or are deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) “accredited investors” as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) “permitted clients” as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Confirmation of Your Representation: This disclaimer and the attached Prospectus are being delivered to you on the basis that you are deemed to have represented to the Company and J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, Joh. Berenberg, Gossler & Co. KG, London Branch and Danske Bank A/S, London Branch (collectively, the “Underwriters”) that (i) you are (a) a QIB acquiring such securities for its own account or for the account of another QIB or (b) acquiring such securities in “offshore transactions”, as defined in, and in reliance on, Regulation S under the Securities Act; (ii) if you are in the UK, you are a relevant person, and/or a relevant person who is acting on behalf of, relevant persons in the United Kingdom and/or Qualified Investors to the extent you are acting on behalf of persons or entities in the European Economic Area; (iii) if you are in any member state of the European Economic Area, you are a Qualified Investor and/or a Qualified Investor acting on behalf of, Qualified Investors or relevant persons, to the extent you are acting on behalf of persons or entities in the European Economic Area or the UK (respectively); (iv) if you are in Canada, you are (i) purchasing as principal, or are deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) an “accredited investor” as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) a “permitted client” as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations; and (v) you are an institutional investor that is eligible to receive the attached document and you consent to delivery by electronic transmission. You are reminded that you have received this disclaimer and the attached Prospectus on the basis that you are a person into whose possession the attached Prospectus 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 attached document, electronically or otherwise, to any other person. The attached Prospectus has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the Company, the Underwriters, nor any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version. A hard copy of the Prospectus will be made available to you only upon request. By accessing the attached Prospectus, you consent to receiving it in electronic form. None of the Underwriters nor any of their respective affiliates accepts any responsibility whatsoever for the contents of the attached Prospectus or for any statement made or purported to be made by it, or on its behalf, in connection with the Company or the Ordinary Shares. The Underwriters and each of their respective affiliates, each accordingly disclaims all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of such Prospectus or any such statement. No representation or warranty express or implied, is made by any of the Underwriters or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information set out in the attached Prospectus. The Underwriters are acting exclusively for the Company and no one else in connection with the Offer (as defined in the attached Prospectus).

Load more

  219

Copy Link