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IPO Prospectus

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IPO Prospectus IMPORTANT NOTICE (FOR ELECTRONIC DELIVERY) IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the Offering Circular attached to this electronic transmission and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached Offering Circular. In accessing the attached Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from the Joint Global Coordinators, the Company or the Principal Shareholder (each as defined in the attached Offering Circular) as a result of such access. You acknowledge that this electronic transmission and the delivery of the attached document is confidential and is intended for you only and you agree you will not forward this electronic transmission or the attached Offering Circular (electronically or otherwise) to any other person. THE COMPANY’S SHARES MAY ONLY BE DISTRIBUTED IN “OFFSHORE TRANSACTIONS” AS DEFINED IN, AND IN ACCORDANCE WITH, REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITHIN THE UNITED STATES TO QUALIFIED INSTITUTIONAL BUYERS (“QIBs”) AS DEFINED IN AND IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”). Confirmation of your representation: In order to be eligible to view the document or make an investment decision with respect to the Company’s shares, investors must be either (1) QIBs or (2) outside the United States transacting in an “offshore transaction” (in accordance with Regulation S under the Securities Act). By accepting electronic delivery or electronically accessing the attached Offering Circular, you shall be deemed to have confirmed to the Joint Global Coordinators, the Company and the Principal Shareholder, that (i) you have understood and agree to the terms set out herein, (ii) (a) you, any customers you represent, and the electronic mail address you have given to us are not located in the United States, its territories and possessions or (b) you and any customers you represent are QIBs, (iii) you consent to delivery by electronic transmission of the attached Offering Circular, (iv) you will not transmit the attached Offering Circular (or any copy of it or part thereof) or disclose, whether orally, electronically or in writing, any of its contents to any other person except with the consent of the Joint Global Coordinators and (v) you acknowledge that you will make your own assessment regarding any legal, taxation or other economic considerations with respect to your decision to purchase the Company’s shares. You are reminded that the attached Offering Circular has been delivered to you on the basis that you are a person into whose possession the attached Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver the attached Offering Circular, electronically or otherwise, to any other person and in particular to any person in the United States or to any U.S. address. Failure to comply with this directive may result in a violation of the U.S. securities laws or the applicable laws of other jurisdictions. Restrictions: NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE COMPANY’S SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LEGISLATION OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED, RESOLD, ALLOTTED, DELIVERED OR OTHERWISE TRANSFERRED DIRECTLY OR INDIRECTLY WITHIN OR INTO THE UNITED STATES EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LEGISLATION IN THE RELEVANT STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES. THE COMPANY’S SHARES ARE BEING OFFERED OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT. ANY OFFERNG OF THE COMPANY’S SHARES IN THE UNITED STATES WILL BE MADE ONLY TO INVESTORS WHO ARE QIBS IN RELIANCE ON RULE 144A OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM, OR IN TRANSACTIONS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT THE PRINCIPAL SHAREHOLDER AND THE JOINT GLOBAL COORDINATORS MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE COMPANY’S SHARES DESCRIBED IN THE ATTACHED OFFERING CIRCULAR. THE ATTACHED OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. DISTRIBUTION OR REPRODUCTION OF THE ATTACHED OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS. Under no circumstances shall the attached Offering Circular constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Company’s shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. Recipients of the attached Offering Circular who intend to purchase any of the Company’s shares are reminded that any such purchase may only be made on the basis of the information contained in the attached Offering Circular. No public offering of the Company’s shares is made in any countries within the European Economic Area (the “EEA”) other than Sweden. In other member states of the EEA, which have implemented the Prospectus Directive (as defined below), the attached Offering Circular is only addressed to and is only directed at “qualified investors” in that member state in accordance with the definition under article 2.1 e) of the Prospectus Directive or under any other circumstances that do not require the Company, the Principal Shareholder or the Joint Global Coordinators to publish a prospectus in the relevant member state under article 3 of the Prospectus Directive. Each recipient of this Offering Circular will be deemed to have committed and guaranteed that they neither have nor will make a public offering in any member state of the EEA. Each person in a relevant member state other than, in the case of paragraph (a), persons receiving offers contemplated in the attached Offering Circular in Sweden, who receives any communication in respect of, or who acquires any Company shares under, the offers contemplated in the attached Offering Circular will be deemed to have represented, warranted and agreed to and with each of the Joint Global Coordinators and the Company that: (a) it is a qualified investor as defined in the Prospectus Directive; and (b) in the case of any Company shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) such Company shares acquired by it in the Offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any relevant member state other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the Joint Global Coordinators has been given to the offer or resale; or (ii) where such Company shares have been acquired by it on behalf of persons in any relevant member state other than qualified investors, the offer of those Company shares to it is not treated under the Prospectus Directive as having been made to such persons. For the purposes of this representation, the expression an “offer” in relation to any of the Company’s shares in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and any Company shares to be offered so as to enable an investor to decide to purchase any of the Company’s shares, as the same may be varied in that relevant member state by any measure implementing the Prospectus Directive in that relevant member state, and the expression “Prospectus Directive” refers to Directive 2003/71/EC of the European Parliament and of the Council and includes any relevant implementing measure in each relevant member state (including implementing measures of Directive 2010/73/EU of the European Parliament and of the Council amending the Prospectus Directive, etc.). The attached Offering Circular is being distributed only to and is directed only at, and any investment or investment activity to which the attached Offering Circular relates is available only to, and will be engaged in only with “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom the attached Offering Circular may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The Company’s shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Company shares will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of the attached Offering Circular and should not act or rely on it.
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