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Please note that the material and information presented below may be changed or updated. Consequently, it should be read in full whenever this website is accessed.
THE MATERIAL AND INFORMATION CONTAINED ON THIS WEBSITE IS NOT INTENDED FOR RELEASE, DISSEMINATION, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY OTHER JURISDICTION WHERE SUCH RELEASE, DISSEMINATION, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF ANY APPLICABLE LAW OR WOULD REQUIRE ANY REGISTRATION, NOTIFICATION OR LICENSING WITHIN SUCH JURISDICTION.
The material and information contained on this website relate to: (i) a public offering in Poland (the “Offering”) of shares (the “Offer Shares”) in Silvair, Inc. with its registered office in San Francisco, United States (the “Company”); and (ii) the seeking of the admission and introduction of the securities of the Company, including the Offer Shares, to trading on the regulated market (parallel market) of the Warsaw Stock Exchange (the “Admission”).
On June 25, 2018, the Polish Financial Supervision Commission approved the issue prospectus of the Company (the “Prospectus”) prepared in connection with the Offering and the Admission.
The Prospectus, together with any supplements and update communications thereto, and with the announcement of the final number and price of the Offer Shares (upon its drafting and publication), is available and will, during its validity period, continue to be available in an electronic form on the website of the Company (www.silvair.com/pl)) and for informational purposes only on the website of Trigon Dom Maklerski S.A., acting as the offering agent (www.trigon.pl). The Prospectus is the sole legally binding offering document which contains, for the purposes of the Offering and the Admission, information about the Company, shares of the Company (including the Offer Shares) and the Offering.
Materials that are or will be posted on this website include the Prospectus, any supplements and update communications thereto, if any, the announcement of the final number and price of the Offer Shares offered in the Public Offering (upon its drafting and publication) and any other information of promotional nature, if any, authorized by the Company for use in connection with the Offering and the Admission.
These materials and information do not constitute an offer for the sale of securities in the United States, Australia, Canada, Japan or any other jurisdiction where such offer for sale would constitute a violation of the applicable laws or would require registration. 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 U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). Securities of the Company have not been and will not be registered under the U.S. 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 under the U.S. Securities Act.
Neither the Prospectus nor the securities of the Company covered thereby have been or will be registered, approved or notified in any country other than the Republic of Poland and they cannot be offered or sold outside the territory of the Republic of Poland (including within the territory of other countries of the European Union or the United States of America, Australia, Canada, Japan or) unless in any relevant state such offer or sale could be effected in compliance with the law without the need for the Company or their respective advisors to comply with any additional legal requirements. Any investor residing in or having its registered office outside the Republic of Poland should review the relevant regulations of Polish law as well as the regulations of other countries which may apply to them in connection with their potential participation in the Offering.
These materials must not be released or otherwise forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into the United States or to “U.S. persons” (as defined in Regulation S under the Securities Act), or in or into Australia, Canada, Japan, or any jurisdiction where the distribution of these materials would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction. Failure to comply with this directive may result in a violation of the Securities Act or other applicable securities laws.
The shares referred to in these materials have not been, and will not be, registered under the Securities Act and may not be offered or sold in the united states or to, or for the account or benefit of, U.S. persons (as defined in Regulation S). The shares are being offered only to non-U.S. persons outside the United States in transactions exempt from the registration requirements of the Securities Act in reliance on Regulation S. The shares are “restricted securities” as defined under rule 144(a)(3) promulgated under the Securities Act. The shares may not be taken up, offered, sold, resold, delivered or distributed, directly or indirectly within, into or from the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S) except: (a)(i) in an offshore transaction meeting the requirement of Regulation S, (ii) pursuant to an available exemption from the registration requirements of the Securities Act, or (iii) pursuant to an effective registration statement under the Securities Act. Resales or reoffers of shares made offshore in reliance on Regulation S may not be sold to, or for the account or benefit of, any U.S. person (as defined in Regulation S) during the one year distribution compliance period under Regulation S. Hedging transactions involving those shares may not be conducted unless in compliance with the Securities Act.
THE MATERIALS AND INFORMATION THAT YOU WILL ACCESS AND THE MANNER OF THEIR USE: (I) ARE SUBJECT TO THE CONDITIONS DESCRIBED ABOVE; (II) ARE INTENDED FOR THE PERSONS/ENTITIES LOCATED IN, AND ACCESSING THIS WEB SITE FROM THE TERRITORY OF POLAND; (III) ARE NOT ADDRESSED TO ANY U.S. PERSONS OR PERSONS/ENTITIES ACTING ON ACCOUNT OR BEHALF OF U.S. PERSON, AS DEFINED IN REGULATION “S” UNDER THE U.S. SECURITIES ACT; (IV) ARE NOT ADDRESSED TO PERSONS/ENTITIES WHO HAVE A PRINCIPAL PLACE OF RESIDENCE OR BUSINESS IN AUSTRALIA, CANADA, JAPAN OR IN ANY OTHER JURISDICTION WHERE ACCESSING THE MATERIALS OR INFORMATION DISCLOSED ON THIS WEB SITE MIGHT INFRINGE THE RELEVANT PROVISIONS OF LAW BINDING IN THAT JURISDICTION, OR WOULD REQUIRE FILING A REGISTRATION, NOTIFICATION OR OBTAINING A PERMIT IN SUCH JURISDICTION.
Accessing and viewing these materials in breach of the above disclaimer may constitute a breach of laws governing the trading in securities, in particular in Poland and the United States of America.