Public Irrevocable Offer
DISCLAIMER - IMPORTANT
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES EXCEPT TO PERSONS WHO ARE “QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED UNDER RULE 144A OF THE U.S. SECURITIES ACT 1933, AS AMENDED (THE “SECURITIES ACT”) OR THROUGH ANOTHER EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
ALSO NOT FOR DISTRIBUTION INTO CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REQUIRE REGISTRATION HEREOF.
The information contained in the following materials is restricted and is not for release, publication to, distribution in, or into the United States, Canada, Australia, Japan or any other jurisdiction where accessing these materials is unlawful. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Canada, Australia, Japan or any other jurisdiction where accessing these materials is unlawful.
The information contained herein does not constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities of LLC HeadHunter (the "Company" and, the "Securities", as applicable) or rights to subscribe for Securities in the United States or to any person in any other jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for distribution in Australia, Canada or Japan.
The Securities have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan and the Securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the Securities may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. No public offering or sale of the Securities is being made in the United States. The Securities offered outside the United States are being offered in reliance on Regulation S under the Securities Act.
The information contained herein is directed only at and is for distribution only to persons who (i) are outside the United Kingdom, (ii) are "investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order”), (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.”) of the Order or (iv) are other persons to whom an invitation or inducement to engage in investment activity (within the meaning of the Financial Services and Markets Act 2000) in connection with the issue or sale of any Securities may otherwise lawfully be communicated or caused to be communicated (all such persons in (i), (ii), (iii) and (iv) together being referred to as "Relevant Persons"). The information contained herein is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which the information contained herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In the European Economic Area ("EEA"), the information contained herein is only directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Regulation (Regulation (EU) 2017/1129, as amended). The information contained herein must not be acted upon in any member state of the EEA by persons who are not qualified investors. Any investment or investment activity to which the information herein relates is available only to Relevant Persons in the United Kingdom and qualified investors in any member state of the European Economic Area other than the United Kingdom, and will only be engaged with such persons.