ELECTRONIC VERSIONS OF THE MATERIALS (THESE “MATERIALS”) YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY AMERICANA RESTAURANTS INTERNATIONAL PLC IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.
THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS IN THE UNITED STATES (EXCEPT FOR QUALIFIED INSTITUTIONAL BUYERS (“QIBS”) AS DEFINED IN RULE 144A OF THE U.S. SECURITIES ACT 1933, AS AMENDED (THE “SECURITIES ACT”)), OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENCING WITHIN SUCH JURISDICTION.
IMPORTANT: You must read the following notice carefully – it applies to all persons who access this website. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. If you access these Materials on this website, you agree to be bound by the terms and conditions below. If you do not agree to the terms and conditions, do not access this website or view any of these Materials.
Overseas persons
Viewing the information in these Materials may be restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view these Materials.
The Materials are for information purposes only and do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan, South Africa or in any jurisdiction in which such offers or sales are unlawful (the “Excluded Jurisdictions” ). Any securities issued in connection with an offering have not been and will not be registered under the Securities Act, or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Australia, Canada, Japan or South Africa. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States (except to QIBs), Australia, Canada, Japan, South Africa 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 the United States.
United States
In the United States, the Materials are addressed only to investors who are QIBs.
Any Member State in the European Economic Area
The Materials are only addressed to and directed at persons in member states of the European Economic Area (each, a “Relevant State”), who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (the “Prospectus Regulation”), as amended (” EU Qualified Investors”). The Materials must not be acted on or relied on in a Relevant State by persons who are not EU Qualified Investors.
United Kingdom
The Materials are only addressed to and directed at persons in the United Kingdom who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK Qualified Investors”). In addition, the Materials must not be acted upon or relied upon in the United Kingdom by persons who are not UK Qualified Investors. The Materials are being distributed only to, and are directed only at, persons who: (a) 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”); (b) are high net worth entities falling within Article 49(2) (a) to (d) of the Order; and/or (c) are other persons to whom they may otherwise lawfully be communicated (all such persons together being referred to as “UK Relevant Persons”). Any investment or investment activity to which the Materials relate is available only to UK Relevant Persons and will only be engaged with such persons.
United Arab Emirates (excluding ADGM and DIFC)
The Materials are only addressed to and directed at persons who are outside the United Arab Emirates (“UAE”) or who are a “professional investor” within the meaning of Chairman of the SCA Board of Directors Decision No. (13/RM) of 2021 Concerning the Financial Activities Rule Book and Mechanism of Adjustment (the “SCA Regulations”).
Abu Dhabi Global Market
The Materials relate to an Exempt Offer in accordance with the Market Rules of the Abu Dhabi Global Market (“ADGM”). The securities to which the Materials relate have not been offered and will not be offered to any persons in the ADGM except on the basis that an offer is: (a) an “Exempt Offer” in accordance with the Markets Rules of the ADGM Financial Services Regulatory Authority Financial Services and Markets Regulations (“FSMR”); and (b) are only addressed to and directed at persons who are Authorised Persons or Recognised Bodies (as such terms are defined in the FSMR) or persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 18 of FSMR) in connection with the issue or sale of Securities may otherwise lawfully be communicated or caused to be communicated (“Authorised Persons” or “Recognised Bodies”). Any investment or investment activity to which the Materials relates is available only to Authorised Persons or Recognised Bodies and will be engaged in only with Authorised Persons or Recognised Bodies. The Materials must not, therefore, be delivered to, or relied on by, any other person.
Dubai International Financial Centre
The Materials relate to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved the Materials nor taken steps to verify the Information set forth herein and has no responsibility for the Information.
The securities to which the Materials relate have not been offered and will not be offered to any persons in the Dubai International Financial Centre except on the basis that an offer is: (a) an “Exempt Offer” in accordance with the Markets Rules (MKT) Module of the DFSA rulebook; and (b) made only to persons who meet the Professional Client criteria set out in Rule 2.3 of the Conduct of Business (COB) Module of the DFSA rulebook. The Materials must not, therefore, be delivered to, or relied on by, any other person.
The securities to which these Materials relate may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities should conduct their own due diligence on the shares. If you do not understand the contents of these Materials you should consult an authorised financial advisor.
Basis of access
Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy any securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities in the Company.
Unless otherwise determined by the Company and permitted by applicable law and regulation, copies of these Materials are not being sent in or into the United States (except to QIBs), and must not be released or otherwise forwarded, distributed or sent by the recipient into the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which offers or sales are unlawful and persons receiving such documents, (including custodians, nominees and trustees) must not distribute or send them in or into the foregoing countries. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.
If you are not permitted to view the Materials on this website or are in any doubt as to whether you are permitted to view these Materials, please exit this webpage.
These Materials must not be, released or otherwise forwarded, distributed or sent by the recipient in or into the United States, Australia, Canada, Japan, South Africa or any jurisdiction in which such offers or sales are unlawful. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Australia, Canada, Japan or South Africa.
General
The information contained in these Materials is not comprehensive. Although care has been taken in the preparation of the information, not all such information may be accurate and up to date in all respects and the Company accepts no responsibility to update the information contained in this website. No reliance may be placed for any purpose whatsoever on the information or opinions contained in these Materials or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein. All information is provided without any warranties of any kind and the Company and its advisers make no representations and disclaim all express and implied warranties and conditions of any kind, including, without limitation, representations, warranties or conditions regarding accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose and the Company and its advisers assume no responsibility to you or any third party for the consequences of any errors or omissions. Neither the Company nor its advisers accept any liability for any direct or indirect or consequential loss or damages of any kind resulting from any use of this website or any information contained in it. The Company accepts no responsibility for any contravention of applicable securities laws and regulations by persons as a result of false information provided by such persons.
Certain information in these Materials is of a historical nature and may be out of date. All historical information should be understood to speak from the date of its publication. Actual results and developments may be materially different from any opinion or expectation expressed in these Materials. In addition, past performance is no guide to future performance, whether of the Company or its securities.
Certain statements contained in the Materials available on this part of the website constitute forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in these Materials that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document.
These Materials have been made available to you in an electronic form. You are reminded that materials transmitted via this website may be altered or changed during the process of electronic transmission and consequently the Company does not accept any liability or responsibility whatsoever in respect of any difference between the Materials distributed to you in electronic format and any hard copy version. By accessing these Materials, you consent to receiving it in electronic form. You are responsible for protecting against viruses and other destructive items. Your receipt of these Materials via electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.
ELECTRONIC VERSIONS OF THE MATERIALS (THESE “MATERIALS”) YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY AMERICANA RESTAURANTS INTERNATIONAL PLC IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.
THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS IN THE UNITED STATES (EXCEPT FOR QUALIFIED INSTITUTIONAL BUYERS (“QIBS”) AS DEFINED IN RULE 144A OF THE U.S. SECURITIES ACT 1933, AS AMENDED (THE “SECURITIES ACT”)), OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENCING WITHIN SUCH JURISDICTION.
IMPORTANT: You must read the following notice carefully – it applies to all persons who access this website. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. If you access these Materials on this website, you agree to be bound by the terms and conditions below. If you do not agree to the terms and conditions, do not access this website or view any of these Materials.
Overseas persons
Viewing the information in these Materials may be restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view these Materials.
The Materials are for information purposes only and do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan, South Africa or in any jurisdiction in which such offers or sales are unlawful (the “Excluded Jurisdictions”). Any securities issued in connection with an offering have not been and will not be registered under the Securities Act or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Australia, Canada, Japan or South Africa. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States (except to QIBs), Australia, Canada, Japan, South Africa 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 the United States.
In the KSA, the Materials are only addressed to and directed at Saudi persons, non-Saudi natural persons who are resident in the Kingdom and GCC persons.
In the United States, the Materials are addressed only to investors who are QIBs.
Basis of access
Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy any securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities in the Company.
Unless otherwise determined by the Company and permitted by applicable law and regulation, copies of these Materials are not being sent in or into the United States (except to QIBs), and must not be released or otherwise forwarded, distributed or sent by the recipient into the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which offers or sales are unlawful and persons receiving such documents, (including custodians, nominees and trustees) must not distribute or send them in or into the foregoing countries. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.
If you are not permitted to view the Materials on this website or are in any doubt as to whether you are permitted to view these Materials, please exit this webpage.
These Materials must not be, released or otherwise forwarded, distributed or sent by the recipient in or into the United States, Australia, Canada, Japan, South Africa or any jurisdiction in which such offers or sales are unlawful. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Australia, Canada, Japan or South Africa.
General
The information contained in these Materials is not comprehensive. Although care has been taken in the preparation of the information, not all such information may be accurate and up to date in all respects and the Company accepts no responsibility to update the information contained in this website. No reliance may be placed for any purpose whatsoever on the information or opinions contained in these Materials or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein. All information is provided without any warranties of any kind and the Company and its advisers make no representations and disclaim all express and implied warranties and conditions of any kind, including, without limitation, representations, warranties or conditions regarding accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose and the Company and its advisers assume no responsibility to you or any third party for the consequences of any errors or omissions. Neither the Company nor its advisers accept any liability for any direct or indirect or consequential loss or damages of any kind resulting from any use of this website or any information contained in it. The Company accepts no responsibility for any contravention of applicable securities laws and regulations by persons as a result of false information provided by such persons.
Neither these Materials nor anything contained therein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors may only subscribe in the securities referred to in this announcement on the basis of the KSA Supplement (duly approved by the Capital Market Authority (“CMA”)) and the UAE Prospectus (duly approved by the Securities and Commodities Authority (“SCA”), each of which will be issued and published in due course (collectively, the “Prospectus”). Copies of the Prospectus will, following publication, be available from the Company’s registered office and its website at www.americanarest.com. These Materials are not offer documents for the purposes of the Rules on the Offer of Securities and Continuing Obligations (OSCOs) and should not be construed as such. The CMA and the Saudi Stock Exchange (Tadawul) do not take any responsibility for the contents of these Materials, do not make any representations as to their accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of these Materials.
There is no guarantee that the Offering will occur and you should not base your financial decisions on the Company’s intentions in relation to the Offering at this stage. These Materials do not constitute a recommendation concerning the Offering. Acquiring shares to which these Materials relate may expose an investor to a significant risk of losing the entire amount invested. Persons considering investment should consult an investment advisor or an authorized person specializing in advising on such investments.
Certain information in these Materials is of a historical nature and may be out of date. All historical information should be understood to speak from the date of its publication. Actual results and developments may be materially different from any opinion or expectation expressed in these Materials. In addition, past performance is no guide to future performance, whether of the Company or its securities.
Certain statements contained in the Materials available on this part of the website constitute forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in these Materials that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document.
In the event of any discrepancy between these Materials and the Arabic language Prospectus, the Arabic language Prospectus will prevail.
These Materials have been made available to you in an electronic form. You are reminded that materials transmitted via this website may be altered or changed during the process of electronic transmission and consequently the Company does not accept any liability or responsibility whatsoever in respect of any difference between the Materials distributed to you in electronic format and any hard copy version. By accessing these Materials, you consent to receiving it in electronic form.
You are responsible for protecting against viruses and other destructive items. Your receipt of these Materials via electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.
You have indicated that you are located in the United States. These Materials are not intended for, directed at or accessible by persons located in the United States. However, persons located in the United States that make the below certifications can access these Materials. Please read the certifications below carefully and provide the information requested in order to access these Materials. If you cannot make the below certifications, please exit this page.
Certifications
“We are a “qualified institutional buyer” (a QIB) as defined in Rule 144A (Rule 144A) under the US Securities Act of 1933, as amended (the Securities Act). Further, if we are acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a QIB, (b) we have investment discretion with respect to each account, and (c) we have full power and authority to make, and do make, the representations, warranties, agreements and acknowledgements herein on behalf of each such account.”
“We acknowledge that the Materials relate to a transaction that is not subject to, or is only available in the United States pursuant to an exemption from, the registration requirements of the U.S. Securities Act.”
