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THE MATERIALS CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO U.S. PERSONS OR IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
The information and materials contained herein and on the pages that follow (the "Website Materials") are exclusively intended for persons who are not residents of the United States and who are not physically present in the United States. The Website Materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States or in any jurisdiction or jurisdictions in which such offers or sales are unlawful. Neither the shares of The Conygar Investment Company PLC ("Conygar") nor the shares of Conygar ZDP PLC ("ZDPCo") have been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (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, pledged, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, within the United States or to or for the account or benefit of U.S. Persons (as defined in Regulation S of the Securities Act) except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. There will be no public offer of the securities in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such an offer would constitute violation of the relevant laws or regulations of such jurisdiction. The Company will not be registered under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), and investors will not be entitled to the benefits of the Investment Company Act.
Subject to certain exceptions, the securities referred to herein and on the pages that follow may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in Australia, Canada, Japan, New Zealand, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction or to any resident or citizen of Australia, Canada, Japan, New Zealand, the Republic of South Africa or any member state of the EEA. No offer and sale of the securities referred to herein and on the pages that follow has been or will be registered under the applicable securities laws of Australia, Canada, Japan, New Zealand, the Republic of South Africa or any member state of the EEA.
Any person accessing the Website Materials in any other jurisdiction should inform themselves about and observe any applicable legal requirements in their jurisdiction.
Any person accessing the Website Materials should carefully review the Terms and Conditions of this website. By using the Website Materials, you indicate that you accept the Terms and Conditions and that you agree to abide by them. The Company may change the Terms and Conditions at any time. Such changes will be posted on this website. Your access to this website is governed by the version of the Terms and Conditions then in force. If you do not agree to the Terms and Conditions, please refrain from using this website.
Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to ZDPCo and Conygar and for no-one else in connection with the matters referred to on this website. Liberum will not regard any other person (whether or not they access the Website Materials) as its client in connection with the matters referred to on this website, and will not be responsible to anyone other than ZDPCo and Conygar for providing the protections afforded to its clients or for providing advice in relation to any matters referred to on this website.
Apart from the responsibilities and liabilities, if any, which may be imposed on Liberum by the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder, neither Liberum nor any of its affiliates, officers, partners, directors, employees or agents makes any representation or warranty, express or implied, as to, nor accepts any responsibility whatsoever for, the contents of this website (including its accuracy, completeness or verification) or any other statement made or purported to be made by it or them, or on its or their behalf, in connection with ZDPCo, Conygar, the securities of ZDPCo and/or Conygar, or any other matters referred to on this website and nothing in the Website Materials is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Liberum and each of its affiliates, officers, partners, directors, employees and agents accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above) which it or they might otherwise be found to have in respect of such material or any other statement made or purported to be made by it or them or on its or their behalf in connection with ZDPCo, Conygar, the securities of ZDPCo and/or Conygar or any other matters referred to on this website.
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