Link to Admission Document - InternetQ

provided that no such offer of Ordinary Shares shall result in a requirement for the publication by theCompany or an authorised person of a prospectus pursuant to Article 3 of the Prospectus Directive.For the purpose of this provision, the expression an “offer to the public” in relation to any OrdinaryShares in any Relevant Member State means the communication in any form and by any means ofsufficient information on the terms of the offer and any Ordinary Shares to be offered so as to enablean investor to decide to purchase any Ordinary Shares, as the same may be varied in that Member Stateby any measure implementing the Prospectus Directive in that Member State and the expression“Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measurein each Relevant Member State.Neither the Company nor Jendens Securities Limited (“Jendens”) have authorised, nor do theyauthorise, the making of any offer of Ordinary Shares through any financial intermediary on theirbehalf, other than offers made by the Company or Jendens under the Placing.Each person in a Relevant Member State who receives any communication in respect of, or whoacquires any Placing Shares under the Placing, will be deemed to have represented, warranted andagreed to and with the Company and/or Jendens that:(a) it is a qualified investor within the meaning of the law in that Relevant Member Stateimplementing Article 2(1)(e) of the Prospectus Directive or it is itself acquiring Ordinary Sharesfor a total consideration of not less than €50,000; and(b) in the case of any Ordinary Shares acquired by it as a financial intermediary, as that term is usedin Article 3(2) of the Prospectus Directive, (i) the Ordinary Shares acquired by it in the Companyhave not been acquired on behalf of, nor have they been acquired with a view to their offer orresale to, persons in any Relevant Member State other than qualified investors, as that term isdefined in the Prospectus Directive, or in circumstances in which the prior consent of Jendens hasbeen given to the offer or resale; or (ii) where Ordinary Shares have been acquired by it on behalfof persons in a Relevant Member State other than qualified investors, the offer of those OrdinaryShares to it is not treated under the Prospectus Directive as having been made to such persons.FranceThis document does not constitute a general offer to investors resident in France to subscribe for theOrdinary Shares. This document will be made available only to institutional investors in the sense ofthe French Monetary and Financial Code (investisseurs qualifiés). Such institutional investors may takepart in the offer solely for their own account, as provided in Articles D. 411-1, D. 411-2, D. 734-1,D. 744-1, D. 754-1 and D. 764-1 of the French Monetary and Financial Code. The financialinstruments thus acquired cannot be distributed directly or indirectly to the public otherwise than inaccordance with Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Monetary andFinancial Code.Further, the provision of this document to any person will be made for general information purposesonly and not in connection with a “public offering” as defined under Article L.411-1 of the FrenchMonetary and Financial Code and therefore not as a prospectus in the context of Article L.412-1 ofthe French Monetary and Financial Code.GreeceProspective investors should not treat the contents of this document as advice relating to legal, tax,investment or any other matters. Prospective investors should inform themselves as to: (a) the legalrequirements of their own countries for the purchase, holding, transfer or other disposal of theOrdinary Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer orother disposal of the Ordinary Shares which they might encounter; and (c) the income and other taxconsequences which may apply in their own countries as a result of the purchase, holding, transfer orother disposal of the Ordinary Shares. Prospective investors must rely upon their own representatives,including their own legal advisers and accountants, as to legal, tax, investment or any other relatedmatters concerning the Company and an investment therein. Statements made in this document arebased on the law and practice currently in force, and are subject to change. This document should be3