Prior to obtaining access to the information placed on this website please carefully read the following information. By selecting the option “I AGREE” below you confirm that you have read the following information and agree to the restrictions as stated herein.
THE INFORMATION MEMORANDUM (THE “INFORMATION MEMORANDUM”) CONTAINED ON THIS WEBSITE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. BY SELECTING “I AGREE” BELOW YOU ARE DEEMED TO REPRESENT THAT YOU ARE NOT LOCATED IN THE UNITED STATES NOR ARE YOU A U.S. PERSON AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). REVIEWING THE INFORMATION MEMORANDUM IN BREACH OF THIS REPRESENTATION MAY CAUSE A VIOLATION OF UNITED STATES SECURITIES LAWS.
The Information Memorandum contained on this website was prepared in connection with the seeking of the admission and introduction of all the outstanding shares (the “Securities”) in Krka, d.d., Novo mesto (the “Company”), currently being listed on the Ljubljana Stock Exchange, to trading on the Warsaw Stock Exchange (the “WSE”) (the “Admission”). The Information Memorandum was prepared and published on the basis of Art. 39, par 1, in connection with Art. 7 par. 4 point 8) of the Polish Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies of 29 July 2005 and the Regulation of the Polish Minister of Finance of 6 July 2007 on the Detailed Conditions to be Met by an Information Memorandum Referred to in Art. 39.1 and Art. 42.1 of the Polish Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies.
The Information Memorandum, together with any other statutory required disclosure, is the sole legally binding document containing information on the Admission. The Information Memorandum is not a prospectus or other offering document for the purposes of applicable measures implementing EU Directive 2003/71/EC (such Directive and other applicable regulations, the “Prospectus Directive”) and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities. The Information Memorandum was not approved or registered with any regulatory body in any jurisdiction.
It may be unlawful to distribute the Information Memorandum to which you will gain access in certain jurisdictions. Please note that the Information Memorandum is not intended for publication or dissemination in any jurisdiction where such publication or dissemination may be unlawful in accordance with the applicable laws.
The Information Memorandum is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the Securities Act. In particular, the Securities have not been and will not be registered under the Securities Act and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Securities will not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Canada or Japan. Accordingly, unless an exemption under the relevant securities law is applicable, any Securities may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States, Canada, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction. There will be no public offering of Securities in the United States or any other jurisdiction.
Neither the Information Memorandum nor the Securities covered thereby have been or will be registered, approved, notified or admitted to trading on a regulated market in any country other than Slovenia and Poland, specifically in accordance with the Prospectus Directive or the Securities Act, and the Securities cannot be traded on any other regulated market outside Slovenia and following the Admission also outside Poland. Any investor who resides in or has its registered office outside Slovenia or Poland should review the relevant regulations of Slovenian and/or Polish law as well as the regulations of other countries which may apply thereto in connection with the trading of shares on the Ljubljana Stock Exchange or WSE.