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Volution IPO Prospectus

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Volution IPO Prospectus ELECTRONIC TRANSMISSION DISCLAIMER STRICTLY NOT TO BE FORWARDED TO ANY OTHER PERSONS IMPORTANT: You must read the following disclaimer before continuing. This electronic transmission applies to the attached prospectus (the ‘‘Prospectus’’) relating to the ordinary shares (the ‘‘Ordinary Shares’’) in Volution Group plc (the ‘‘Company’’) dated 18 June 2014 accessed from this page or otherwise received as a result of such access. You are advised to read this disclaimer carefully before reading, accessing or making any other use of the Prospectus. In reading, accessing or otherwise using the Prospectus, 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 Company or from Canaccord Genuity Limited (‘‘Canaccord Genuity’’) and/or Liberum Capital Limited (‘‘Liberum’’ and, together with Canaccord Genuity, the ‘‘Joint Bookrunners’’) as a result of such access. You acknowledge that the Prospectus and its delivery are confidential and is solely for your information and intended for you only and you agree that you will not forward, reproduce, copy (in whole or in part), disclose or publish the Prospectus (or any information contained in it), electronically or otherwise, to any other person. The Prospectus has been prepared solely in connection with the application: (a) to the Financial Conduct Authority (‘‘FCA’’) for all of the issued and to be issued Ordinary Shares to be admitted to the premium listing segment of the Official List maintained by the FCA; and (b) to the London Stock Exchange plc for the Ordinary Shares to be admitted to trading on its main market for listed securities (together, ‘‘Admission’’) and the proposed offer of Ordinary Shares by the Company and the Selling Shareholders (as defined in Part XIV (Definitions) of the Prospectus) (the ‘‘Selling Shareholders’’) to certain institutional and professional investors (the ‘‘Offer’’). The Prospectus has been prepared on the assumption that all regulatory, tax and other clearances, registrations, consents and approvals have been obtained. You acknowledge that the Company, the Joint Bookrunners and their respective affiliates and others will rely upon the truth and accuracy of the following representations, acknowledgements and agreements. IF YOU DO NOT AGREE TO THE TERMS DESCRIBED IN THIS NOTICE, YOU MAY NOT READ, ACCESS OR OTHERWISE USE THE PROSPECTUS. Neither the Prospectus nor any electronic transmission of it constitutes an offer of, or the solicitation of an offer to subscribe for or purchase, any Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful and therefore persons into whose possession the Prospectus comes should inform themselves about and observe any restrictions imposed by applicable laws. Any failure to comply with these restrictions could result in a violation of the laws of such jurisdiction. In particular, the Prospectus is not for distribution, directly or indirectly, in, into or from Australia, Canada, Japan or the United States, or in, into or from any of their territories or possessions or to any person residing therein, save in the United States for distribution to persons reasonably believed to be QIBs (as defined below). By accepting receipt of the Prospectus, each recipient is deemed to confirm, represent and warrant to the Company, the Selling Shareholders and each Joint Bookrunner that it is a person to whom the Prospectus can be lawfully distributed. THE ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘U.S. SECURITIES ACT’’) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, OR UNDER THE APPLICABLE SECURITIES LAWS OF AUSTRALIA, CANADA OR JAPAN. SUBJECT TO CERTAIN EXCEPTIONS, THE ORDINARY SHARES MAY NOT BE OFFERED OR SOLD WITHIN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES. EACH OF THE JOINT BOOKRUNNERS, OR THEIR RESPECTIVE AFFILIATES, MAY ARRANGE FOR THE OFFER AND SALE OF THE ORDINARY SHARES IN THE UNITED STATES TO PERSONS REASONABLY BELIEVED BY IT TO BE ‘‘QUALIFIED INSTITUTIONAL BUYERS’’ (‘‘QIBS’’) AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT (‘‘RULE 144A’’) IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144A, OR ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. ORDINARY SHARES BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES ARE BEING OFFERED PURSUANT TO, AND IN COMPLIANCE WITH, REGULATION S UNDER THE U.S. SECURITIES ACT (‘‘REGULATION S’’) AND APPLICABLE SECURITIES REGULATIONS IN EACH JURISDICTION IN WHICH THE ORDINARY SHARES ARE OFFERED. THERE WILL BE NO PUBLIC OFFERING OF THE ORDINARY SHARES IN THE UNITED STATES. PROSPECTIVE INVESTORS IN THE ORDINARY SHARES ARE HEREBY NOTIFIED THAT THE COMPANY AND EACH SELLER OF THE ORDINARY SHARES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144A, OR ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THE PROSPECTUS IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE FORWARDED, REPRODUCED, REDISTRIBUTED OR PASSED ON IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON. THE DISTRIBUTION OF THE PROSPECTUS IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION THE PROSPECTUS COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS. BY ACCEPTING THE PROSPECTUS, YOU AGREE TO BE BOUND BY THE FOREGOING LIMITATIONS. In the European Economic Area (the ‘‘EEA’’), the Prospectus is addressed only to, and directed only at, persons in member states of the EEA who are ‘‘qualified investors’’ within the meaning of Article 2(1)(e) of EU Directive 2003/71/EC (the ‘‘Prospectus Directive’’), as modified by EU Directive 2010/73/EU, in each case as implemented in the relevant member state of the EEA (‘‘Qualified Investors’’). In addition, the Prospectus is being made available or supplied only to, or directed only at: (a) in the United Kingdom: (i) Qualified Investors 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 (the ‘‘Order’’) (Investment professionals); (ii) Qualified Investors who fall within Article 49(2)(a) to (d) of the Order (High net worth companies, unincorporated associations etc); and (iii) Qualified Investors to or at whom it may otherwise be lawfully made available, supplied or directed; and (b) outside the United Kingdom, persons who can lawfully access such information or to or at whom it can lawfully be made available or supplied or directed (all such persons together being referred to as ‘‘relevant persons’’). Any investment or investment activity to which the Prospectus relates is available only to relevant persons and will be engaged in only with relevant persons. Each recipient is deemed to confirm, represent and warrant to each of the Joint Bookrunners and the Company that they are a relevant person and any person who is not a relevant person should not act or rely on the information contained in the Prospectus. If you are not such a person, you should not have received the Prospectus and, accordingly, should return it as soon as possible and take no other action. Confirmation of Your Representation: By accepting this electronic transmission and accessing the Prospectus, you shall be deemed to have confirmed, represented and warranted that (i) either (a) you and any customers you represent are not US persons and are engaged in ‘‘offshore transactions’’ within the meaning of Regulation S; or (b) you and any customers you represent are QIBs; or (ii) if you are in any member state of the EEA other than the United Kingdom, you are a Qualified Investor and/or a Qualified Investor acting on behalf of Qualified Investors, to the extent you are acting on behalf of persons or entities in the EEA; or (iii) if you are in the United Kingdom, 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 that you are acting on behalf of persons or entities in member states of the EEA other than the United Kingdom; or (iv) if you are not in the United States, the UK or the EEA, you are an institutional investor that is eligible to receive this document; and in each case of (i), (ii), (iii) and (iv) you consent to delivery of such document by electronic transmission. If you are not such a person, you should not have received the Prospectus and, accordingly, should return it as soon as possible and take no other action. By reading, accessing or otherwise using the Prospectus, you shall be deemed to have represented that you consent to delivery of such document by electronic transmission. You are reminded that documents transmitted electronically may be altered or changed during the process of electronic transmission and consequently none of the Company, the Joint Bookrunners or their respective affiliates, nor any of their directors, officers, employees or agents accept any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version (which is available to you on request). None of the Joint Bookrunners or their respective affiliates accepts any responsibility whatsoever for the contents of the 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 Joint Bookrunners 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 document or any such statement.
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