COA: 77.77 GBp
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Acquisition and Placing

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The Materials are not an offer to sell or a solicitation of an offer to buy any securities and is not for release, publication or distribution in the United States except to QIBs (as defined below). The Securities mentioned herein have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into or from the United States absent registration under the Securities Act, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. The Securities have not been approved, disapproved or recommended by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Securities referred to in the Materials or the accuracy or adequacy of the Materials. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of any securities in the United States. The Materials may not be viewed by persons within the United States (within the meaning of Regulation S under the Securities Act) other than “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act) and in accordance with any applicable securities law of any state or other jurisdiction of the United States.

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