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DISCLAIMER – IMPORTANT NOTICE

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE IN GOOD FAITH BY PANDORA A/S (THE “COMPANY”) AND ARE FOR INFORMATION PURPOSES ONLY.

Access to the information and documents contained on the following websites may be illegal in certain jurisdictions, and only certain categories of persons may be authorised to access such information and documents. All persons who wish to have access to the documents contained on this website, should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of securities by them. The Company assumes no responsibility if there is a violation of applicable law and regulations by any person.

The materials contained in this section of the website are not intended for, and must not be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident or physically present in the United States (including its territories and possessions, any state of the United States and the District of Columbia) (the “United States”), Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the local securities laws and regulation of such jurisdiction (the “Excluded Territories”).

These materials do not constitute an offer to sell or the solicitation of an offer to subscribe for or buy the Placing Shares mentioned on this website (the “Placing Shares”) or a part thereof in any jurisdiction to any person, to whom it is illegal to make such offer in the relevant jurisdiction.

The Placing Shares have not and will not be registered under the U.S. Securities Act of 1933 as amended (the “U.S. Securities Act”) or under the securities laws of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.  There will be no public offering of the Securities in the United States.

The Placing Shares have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories. Accordingly, such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in any Excluded Territory.

The materials are not a prospectus and have been prepared on the basis that any offers of securities referred to herein in any member state of the European Economic Area or the United Kingdom will be made pursuant to an exemption under Regulation (EU) 2017/1129 on prospectuses (the “Prospectus Regulation”). The information set forth in this announcement is only being distributed to, and directed at, persons in member states of the European Economic Area or the United Kingdom who are qualified investors (“Qualified Investors”) within the meaning of the Prospectus Regulation.

In addition, in the United Kingdom, this information is only being communicated to, and is only directed at, Qualified Investors (x) who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (y) high net worth entities falling within Article 49(2)(a)-(d) of the Order, or (z) persons to whom it may otherwise lawfully be communicated (“Relevant Persons”).

This information must not be acted or relied on by, and any investment activity to which this information relates is not available to and may not be engaged with, persons (i) in any member state of the European Economic Area who are not Qualified Investors, and (ii) in the United Kingdom who are not Relevant Persons.

If you are not permitted to view materials on this website or are in doubt as to whether you are permitted to view these materials, please exit this webpage.

Confirmation of understanding and acceptance of disclaimer:

1.     I warrant that I am not resident of or located in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where accessing these materials is unlawful and I am not acting on behalf of someone who is resident of or located in any jurisdiction where accessing these materials is unlawful;

 

2.     I agree that I will not transmit or otherwise send any materials contained in this website (either in whole or in part) to any person resident of or located in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would breach applicable law or regulation;

3.     I am a resident of and located outside each of the Excluded Territories and I am authorised to access the information and documents on this website without being subject to any legal restriction and without any further action required by the Company;

 

4.     If I am in the European Economic Area, I am a Qualified Investor, and if I am in the United Kingdom, I am a Relevant Person; and

5.     I have read and understood the disclaimer set out above. I understand that it may affect my rights and I agree to be bound by its terms. I confirm that I am permitted to proceed to electronic versions of the materials.