And, If Investors Are Resident in a Member State of the European Economic Area, a Qualified Investor)
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Disclaimer THIS DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE OUTSIDE THE UNITED STATES (AND, IF INVESTORS ARE RESIDENT IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, A QUALIFIED INVESTOR). THIS DOCUMENT MAY NOT BE DISTRIBUTED IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES. IMPORTANT: You must read the following before continuing. The following applies to the attached document and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the attached document. In accessing the attached document, 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 us as a result of such access. You agree you will not forward, reproduce or publish this electronic transmission or the attached document to any other person. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. Restrictions: Under no circumstances shall the attached document constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities described in the attached document in any jurisdiction in which such offer or solicitation would be unlawful. The securities described in the attached document have not been, and will not be, registered under the Securities Act, or with the securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold, exercised or otherwise transferred except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state law. There will be no public offer in the United States. 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NOTICE TO INVESTORS IN THE UNITED KINGDOM THIS PROSPECTUS IS FOR DISTRIBUTION ONLY TO PERSONS WHO ARE EITHER: (1) OUTSIDE THE UNITED KINGDOM, OR (2) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.") OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED, THE "FINANCIAL PROMOTION ORDER", OR (3) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL PROMOTION ORDER, OR (4) ARE PERSONS TO WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000) IN CONNECTION WITH THE ISSUE OR SALE OF ANY SECURITIES MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS PROSPECTUS IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE DISTRIBUTED TO, ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PROSPECTUS RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE PROSPECTUS HAS BEEN APPROVED BY THE CMVM BUT HAS NOT BEEN, AND WILL NOT BE, APPROVED BY THE UNITED KINGDOM FCA. NOTICE TO EEA INVESTORS IN THE EUROPEAN ECONOMIC AREA, THE ATTACHED DOCUMENT AND THE OFFER WHEN MADE 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(1)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC AND AMENDMENTS THERETO, INCLUDING DIRECTIVE 2010/73/EC TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE) (“QUALIFIED INVESTORS”). Confirmation of Your Representation: By accepting electronic delivery of and accessing this document and accessing this document, you are deemed to have confirmed to VAA – Vista Alegre Atlantis, SGPS, S.A. (“VAA” or the “Issuer”) and Visabeira Indústria SGPS, S.A. (“Visabeira Indústria” or the “Offeror”) and anyone acting for VAA and/or Visabeira Indústria that you consent to electronic delivery of the attached document and (i) either you and any customers you represent are outside the United States; (ii) if you are resident in a member state of the European Economic Area, you are a Qualified Investor within the meaning of the law of that state implementing the Prospectus Directive, and, if you are in the UK, you are also a Relevant Person; (iii) you are not in Australia, Canada or Japan; and (iv) you are a person into whose possession the attached document may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located. The attached document must not be acted on or relied on by any other class of persons. This document has been made available to you in electronic form. 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Nothing in this electronic transmission constitutes, and may not be used in connection with, an offer of securities for sale to persons other than the specified categories of institutional buyers described above and to whom it is directed and access has been limited so that it shall not constitute a general solicitation. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. None of the Global Coordinators of the Offer or any of their respective affiliates, or any of their respective directors, officers, employees or agents accepts any responsibility whatsoever for the contents of this document or for any statement made or purported to be made by it, or on its behalf, in connection with the issuer or the offer. The Global Coordinators of the Offer and any of their respective affiliates accordingly disclaim 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. No representation or warranty express or implied, is made by any of the Global Coordinators of the Offer or any of their respective affiliates as to the accuracy, completeness, reasonableness, verification or sufficiency of the information set out in this document. The Global Coordinators of the Offer are acting exclusively for the Issuer and the Offeror and no one else in connection with the offer. They will not regard any other person (whether or not a recipient of this document) as their client in relation to the offer and will not be responsible to anyone other than the Issuer and the Offeror for providing the protections afforded to their clients nor for giving advice in relation to the offer or any transaction or arrangement referred to herein. Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities have been subject to a product approval process, which has determined that the securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").