Terms and agreements
IMPORTANT TERMS AND CONDITIONS: This page sets out important legal and regulatory information about all documents and materials contained on, displayed on or accessible via this investors page on www.caruna.fi/en/financialinformation (the “materials”). This page is designed to prevent unsuitable categories of investors from accessing the materials. Please read this page carefully as you will be asked to accept these terms and conditions (the “terms”) before proceeding. In accessing the materials, you agree to be bound by the terms and any modifications to them from time to time, each time you receive any information as a result of such access. You acknowledge that this electronic transmission and the delivery of the materials is confidential and intended only for you and you agree you will not forward, reproduce or publish any material to any other person. By accessing the materials, you agree to be bound by the terms. If you do not agree to the terms, you should exit immediately.
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SUBJECT TO CERTAIN EXCEPTIONS, THE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES OR BY U.S. PERSONS (AS DEFINED IN REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”)) AND THE MATERIALS ARE NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED UNDER REGULATION S).
The materials are only addressed to and directed at persons in member states of the European Economic Area (“EEA”) who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”) (“Qualified Investors”). In addition, in the United Kingdom (“UK”), any material is being distributed only to, and is directed only at, Qualified Investors (i) who 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”) and Qualified Investors falling within Article 49 of the Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). No material must be acted on or relied on (i) in the UK, by persons who are not relevant persons, and (ii) in any member state of the EEA other than the UK, by persons who are not Qualified Investors. Any investment or investment activity to which the materials relate are available only to (i) in the UK, relevant persons, and (ii) in any member state of the EEA other than the UK, Qualified Investors, and will be engaged in only with such persons. The materials do not comprise a prospectus approved in accordance with the Prospectus Rules made under Part VI of the Financial Services and Markets Act 2000 of the UK (the “Prospectus Rules”). The materials are an advertisement for the purposes of the Prospectus Rules and no person should subscribe for any securities referred to in any material except on the basis of information contained in the prospectus dated 01/29/2016.
THE MATERIALS AND THE INFORMATION CONTAINED ON THIS WEBSITE DO NOT CONSTITUTE OR FORM PART OF ANY OFFER OR SOLICITATION TO BUY OR SELL SECURITIES IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S) OR IN ANY JURISDICTION OR JURISDICTIONS IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. NOTHING IN THIS WEBSITE OR ANY MATERIAL CONSTITUTES A PUBLIC OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, DELIVERED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. ACCORDINGLY, UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAW IS APPLICABLE, ANY SUCH SECURITIES MAY NOT BE OFFERED, SOLD, RESOLD, DELIVERED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION OF THE UNITED STATES IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR, REQUIRE REGISTRATION THEREOF IN, SUCH JURISDICTION.
THE SECURITIES ISSUED OR TO BE ISSUED BY TRANSMISSION FINANCE DAC REFERRED TO IN ANY MATERIAL HAVE NOT BEEN AND WILL NOT BE APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER UNITED STATES REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN SUCH SECURITIES OR THE ACCURACY OR THE ADEQUACY OF THESE MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
The release and availability of this website and the materials in jurisdictions other than the UK or a member state of the European Economic Area “EEA” may be restricted by law and therefore persons in a jurisdiction other than the UK into which the materials are accessible should inform themselves about and observe any such restrictions. This website and the materials are not directed at, or intended for distribution to or use by, any person or entity who is a citizen or resident of or located in any jurisdiction where such availability or use would be contrary to applicable law or regulation or which would subject Caruna Networks Oy, Caruna Oy, Caruna Espoo Oy (together the “Caruna Group Companies”) and/or any of their subsidiaries and/or affiliates, any of such subsidiaries’ affiliates to any registration or licensing requirement within such jurisdiction. As a result of these restrictions, you are advised to consult legal counsel prior to make any investment decisions with respect to the materials. The materials are intended for authorised use only and may not be published, reproduced, transmitted, copied or distributed to any other person or otherwise to be made publicly available. The information contained in the materials may not be disclosed or distributed to anyone. Any forwarding, redistribution or reproduction of any material in whole or in part is unauthorised. Failure to comply with this notice may result in a violation of the Securities Act or the applicable laws of other jurisdictions. All members of the Caruna Group Companies have the right to suspend or withdraw your access to this page without prior notice at any time.
The materials have been made available to you in an electronic form. You are reminded that materials transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Caruna Group Companies accepts any liability or responsibility whatsoever in respect of any difference between the materials distributed to you in electronic format and the hard copy versions. By accessing this website, you consent to receiving the materials in electronic form. You are reminded that you have accessed the materials on the basis that you are a person into whose possession the materials may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver the materials, electronically or otherwise, to any other person.
Restriction: Nothing in this website constitutes an offer of securities for sale to persons other than the specified Qualified Investors and relevant persons described above and to whom it is directed and access has been limited so that it shall not constitute a general solicitation. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described in any of the materials.
None of the Caruna Group Companies accepts any responsibility whatsoever for the contents of the materials or for any statement made or purported to be made by any of them, or on any of their behalf, in connection with any member of the Caruna Group Companies or any offer. The Caruna Group Companies accordingly disclaim all and any liability whether arising in tort, contract, or otherwise which they might otherwise have in respect of the materials or any such statement. No representation or warranty express or implied, is made by any member of the Caruna Group Companies as to the accuracy, completeness, verification or sufficiency of the information set out in any material.
In respect of this website or any material, none of the Caruna Group Companies makes any representation as to the accuracy of forecast information. These forecasts involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forecasts. No other persons should act on or rely on it. This website and the materials may include forward-looking statements. These forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The words "believe," "expect," "anticipate," "intends," "estimate," "forecast," "project," "will," "may," "should" and similar expressions identify forward-looking statements. Forward-looking statements include statements regarding: strategies, outlook and growth prospects; future plans and potential for future growth; liquidity, capital resources and capital expenditures; growth in demand for products; economic outlook and industry trends; developments of markets; the impact of regulatory initiatives; and the strength of competitors.
The forward-looking statements in this website or any material are based upon various assumptions, many of which are based, in turn, upon further assumptions, including, without limitation, management's examination of historical operating trends, data contained in the records of the Caruna Group Companies and other data available from third parties. Although the Caruna Group Companies believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond its control, and the Caruna Group Companies may not achieve or accomplish these expectations, beliefs or projections. None of the Caruna Group Companies, nor any of their members, directors, officers, agents, employees or advisers intend or have any duty or obligation to supplement, amend, update or revise any of the forward-looking statements contained in the presentations. These reports should not be relied on as a guide to future performance, and should not be relied on in deciding whether to undertake future investment in the Caruna Group Companies. None of the Caruna Group Companies is obliged, nor accepts any obligation, to update the information on this website, and none of the Caruna Group Companies guarantees that the information on this website and the materials are up-to-date or accurate. No part of any material, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever.
Certain information contained in the materials is derived from information provided to or obtained by the relevant Caruna Group Company from third party sources. Accordingly, whilst those sources are believed to be reliable and accurate, none of the Caruna Group Companies guarantees the accuracy, completeness or fairness of the materials or opinions contained therein and they should not be relied on as such. It should be noted that auditors of the Caruna Group Companies have not reviewed the information in the materials and the information contained in any material has not been independently verified.
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