Please note that the materials and information presented below are subject to changes and updates. Therefore, it is necessary to review all such materials and information whenever visiting this website.
MATERIALS AND INFORMATION ON THIS WEBSITE ARE NOT SUBJECT TO, MUST NOT BE TRANSFERRED FOR THE PURPOSES OF, AND ARE NOT INTENDED FOR DISSEMINATION, ANNOUNCEMENT, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN FULL OR IN PART, IN THE TERRITORY OF OR TO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY OTHER JURISDICTION WHERE IT WOULD CONSTITUTE A VIOLATION OF THE EFFECTIVE LEGAL REGULATIONS OR WHERE IT WOULD REQUIRE REGISTRATION OR A LICENCE WITHIN THE TERRITORY OF SUCH A JURISDICTION.
Materials and information on this website refer to the public offering in the territory of Poland (“Public Offering”) of up to 155,000 of Series M bearer shares with the nominal value of PLN 0.10 per share, the issuer of which is XTPL S.A. based in Wrocław (“Company”).
The public offering of the Company’s Series M shares is conducted on the basis of the Information Memorandum (“Memorandum”) available on this website.
Before making any investment decision, the investor should carefully review the Memorandum, including the risk factors identified therein, as well as any available appendices and update communications if any such are published in the Memorandum.
Any investment decisions related to the offered securities must be made solely after reviewing the entire Memorandum as well as the published appendices and update communications.
The Series M shares offered on the basis of the Memorandum constitute the public offering within the meaning of Art. 3.1 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (Journal of Laws of 2016, item 1639), hereinafter referred as the Act on Public Offering, in line with the mode specified in Art. 7.9 thereof. Pursuant to Art. 41.1 of the Act on Public Offering, in the cases referred to in Art. 7.9 thereof, the Issuer makes the Memorandum publicly available.
The contents of the Memorandum are not subject to approval by the Polish Financial Supervision Authority.
The electronic version of the Memorandum has been published in line with Art. 45.2 and Art. 47.1.1, Art. 47.1.2 and Art. 47.5 in connection with Art. 41.2 of the Act on Public Offering on the Company’s website (www.xt-pl.com) and additionally, for information purposes, on the website of Dom Maklerski Banku Ochrony Środowiska S.A. (brokerage house) offering the Company’s Series M shares in the Public Offering (“Issue Agent”) (www.bossa.pl). The Memorandum, including any appendices and update communications as well as the information on the issue price of the Company’s Series M shares (after its preparation and publication), is and will be available within its effective period in electronic form on the Company’s website (www.xt-pl.com) and additionally, for information purposes, on the website of the Issue Agent (www.bossa.pl). The Memorandum is the sole legally binding offer document containing information on the Company, the Company’s shares (including the Company’s Series M shares) and the Public Offering for the purposes related to the Public Offering.
The materials that are or will be published on this website comprise the Memorandum, any appendices and update communications related thereto, the information on the issue price of the Company’s Series M shares (after its preparation and publication) as well as any other promotional information approved by the Company for the purposes related to the Public Offering.
The Public Offering will cover solely the territory of the Republic of Poland, therefore it is addressed exclusively to residents in the Republic of Poland.
These materials and information do not constitute the securities sale offer in the United States of America, Canada, Japan, Australia or any other jurisdiction where it would constitute a violation of the effective legal regulations or where it would require registration. Securities may not be sold in the United States of America unless they are registered by the United States Securities and Exchange Commission or they are subject to exemption from registration pursuant to the applicable regulations of the U.S. Securities Act of 1933). The Company’s securities have not and will not be registered pursuant to the regulation of the U.S. Securities Act and may not be offered or sold in the United States of America, otherwise than under the exemption from the registration obligation or under transactions exempt from the registration obligation resulting from the U.S. Securities Act.
The Memorandum and the related securities of the Company have not been and will not be submitted for registration, approval or notification in any country outside the Republic of Poland, in particular as per the legal regulations adopted pursuant to Directive 2003/71/EC of the European Parliament and of the Council, as amended, and may not be offered or sold outside the Republic of Poland (including other countries within the European Union, the United States of America, Canada, Japan, and Australia), unless the legal regulations of any given country allow for such offer or sale without the necessity to meet any additional legal requirements by the Company and its advisers. The Company and any other entity acting for or on behalf of the Company have not undertaken and will not undertake any actions that could be deemed a public offering of the Company’s securities covered by this Memorandum in any country outside the Republic of Poland. Each investor residing or based outside the Republic Poland should become familiar with the applicable regulations of the Polish law and the regulations effective in other countries that may be applicable to the investor in relation to the potential participation in the Public Offering.
These materials may not be issued or otherwise transferred, disseminated or sent, directly or indirectly, in full or in part, within or to the territory of the United States of America or to U.S. persons (as per the definition of this term included in Regulation S issued on the basis of the Securities Act) or within or to the territory of Australia, Canada, Japan or any other jurisdiction where distribution of these materials would violate any applicable legal regulations or where it would require registration or a licence. Failure to meet this requirement may result in the violation of the Securities Act or other applicable legal regulations related to securities.
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I AM LOCATED AND I ACCESS THIS WEBSITE IN THE TERRITORY OF POLAND;
I AM NOT A RESIDENT AND I AM NOT LOCATED IN THE UNITED STATES OF AMERICA OR ANY OF ITS TERRITORIES OR POSSESSIONS;
I AM NOT A RESIDENT AND I AM NOT BASED IN CANADA, JAPAN, AUSTRALIA OR ANY OTHER JURUSDICTION WHERE ACCESS TO THE INFORMATION ON THIS WEBSITE WOULD VIOLATE THE APPLICABLE LOCAL REGULATIONS OR WOULD REQUIRE REGISTRATION.
Please not that access to and review of these materials in breach of the above declaration may constitute a violation of legal regulations that govern the trade in securities, in particular in Poland and in the United States of America.