Disclaimers - IMPORTANT NOTICEThis Presentation, dated July 1, 2021 has been prepared by ACO Investment Group LLC. This Presentation is provided on a confidential basis solely for those persons to whom it is transmitted (“the Recipients”) for determining whether they are interested in receiving the Private Placement Memorandum “PPM” setting out certain information in relation to the Special Purpose Vehicle “the SPV” contemplated herein. This Presentation has been delivered to interested and invited parties for information only, is not a prospectus, and does not constitute or form any part of any offer or recommendation to subscribe for, invitation to offer, underwrite or purchase securities or interests in the SPV or any other investment or vehicle, nor shall it, nor any part of it, be relied on in any way in connection with any contract for the acquisition of interests in the SPV nor shall its issue be taken as any form of commitment on the part of the SPV or of the General Partner to proceed with any transaction. The information contained in this Presentation is selective and does not include a description of any risks. It does not purport to contain all the information that the Recipients may require and is subject to updating, expansion, revision and amendment. At the General Partner’s discretion, additional information for the Recipients is available in the PPM, which they may request as provided herein.
However, neither the SPV nor the General Partner undertake any obligation to update, expand, revise, or amend any information or to correct any inaccuracies contained in this Presentation or to provide the Recipients with additional information. To the best of the knowledge and belief of the current directors of the General Partner, the information contained in this Presentation is in accordance with the facts and does not omit anything likely to affect the import of such information. Neither the SPV, the General Partner, ACO Investment Group LLC, affiliated partnerships or bodies corporate of any of them, nor the directors, shareholders, managers, partners, employees or agents of any of them (“the Parties”), make any undertaking, representation or warranty, expressed or implied, as to the accuracy, reasonableness or completeness of the information contained in this Presentation. All such Parties expressly disclaim any and all liability for, or based on or relating to any such information contained in, or errors in or omissions from, this Presentation or based on or relating to the Recipient’s use of this Presentation. The provision of this Presentation may be restricted by law.
This Presentation is for distribution only to the persons of the kind to whom this Presentation may lawfully be issued. Persons to whom this Presentation is provided are required to inform themselves about and to observe any such restrictions. This Presentation may not be copied or distributed by the Recipients to third parties other than the Recipients’ professional advisers for the purpose of determining their interest in receiving the PPM and obtaining advice in respect thereof. In the event that the Recipients do not continue with their interest in receiving the PPM, this Presentation (together with any and all copies thereof) must be returned to the General Partner. The Recipients should read and consider all of the information contained in this Presentation. The contents of this Presentation are not to be construed as legal, financial, or tax advice. Each Recipient should consult his, her or its own legal advisor, financial advisor or tax advisor for legal, financial or tax advice. The Recipients are required to read and consider all of the information contained in the PPM and to conduct their own due diligence and seek their own advice prior to making any investment decision relating to the transaction. The General Partner reserves the right, without advance notice, to terminate the subscription process at any time.
This Presentation does not constitute an offer of securities for sale into the United States. The securities described herein have not been and will not 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 in the United States, and may not be offered or sold within the United States, absent registration or under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In the United States, the securities described herein will be offered and sold only to qualified institutional buyers ("QIBs") as defined in, Rule 144A under the Securities Act in a transaction exempt from or not subject to the registration requirements of the Securities Act. Outside the United States, the securities described herein will be offered and sold in accordance with Regulation S under the Securities Act in “offshore transactions” (as defined in Regulation S).
The Recipient warrants and represents that (i) if it is located within the United States and/or is a U.S. person, it is a QIB, (ii) if it is a resident of or otherwise located in the United Kingdom, it is a Relevant Person.
INVESTMENTS IN THE SPV ARE SPECULATIVE AND INCLUDE A HIGH DEGREE OF RISK. INVESTORS COULD LOSE THEIR ENTIRE INVESTMENT. INVESTMENTS IN THE SPV ARE SUITABLE ONLY FOR PERSONS WHO ARE ABLE TO ASSUME THE RISK OF LOSING THEIR ENTIRE INVESTMENT. INTERESTS IN THE SPV CAN BE HIGHLY ILLIQUID, MAY HAVE RESTRICTIONS ON TRANSFER AND MAY HAVE NO SECONDARY MARKET. THE SPV IS NOT REQUIRED TO PROVIDE PERIODIC PRICING OR VALUATION INFORMATION TO INVESTORS; MAY INVOLVE COMPLEX TAX STRUCTURES POTENTIALLY CAUSING DELAYS IN DISTRIBUTING IMPORTANT TAX INFORMATION; IS NOT SUBJECT TO THE SAME REGULATORY REQUIREMENTS AS MUTUAL FUNDS OR OTHER INVESTMENT VEHICLES; CAN HAVE VOLATILE PERFORMANCE; AND MAY HAVE HIGHER FEES THAN OTHER INVESTMENT VEHICLES, AND THESE FEES CAN OFFSET PROFITS. THE SPV’S INVESTMENTS MAY INCLUDE RISKS RELATED TO SIGNIFICANT GOVERNMENT APPROVALS UNDER CORPORATE, SECURITIES, EXCHANGE CONTROL, FOREIGN INVESTMENT OR OTHER SIMILAR LAWS. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THESE RISKS BEFORE INVESTING.
IRS CIRCULAR 230 NOTICE: Any advice expressed above as to tax matters was neither written nor intended by the sender to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed under U.S. tax law.
NEITHER THIS PRESENTATION NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG OR SOUTH AFRICA. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES, AUSTRALIAN, CANADIAN, JAPANESE, HONG KONG OR SOUTH AFRICAN SECURITIES LAWS. THE PRESENTATION IS ALSO NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION NOR SHOULD IT BE TAKEN OR TRANSMITTED INTO SUCH JURISDICTION AND PERSONS INTO WHOSE POSSESSION THIS PRESENTATION COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RELEVANT LAWS
Governing Law and JurisdictionThis Presentation is subject to English law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of courts in New York, United States.
Disclaimers - RISK FACTORSAn investment in the Company involves significant risk, and several factors could adversely affect the business, legal or financial position of the Company or the value of its securities. The Recipient should carefully review the chapter “Risk Factors” in the Presentation for a description of certain of the risk factors that will apply to an investment in the Company’s securities. Should one or more of these or other risks and uncertainties materialize, actual results may vary significantly from those described in this Presentation. An investment in the Company is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment.
Forward-Looking StatementsThis Presentation contains certain forward-looking statements relating to inter alia the business, financial performance and results of the Company and the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words “believes”, “expects”, “predicts”, “intends”, “projects”, “plans”, “estimates”, “aims”, “foresees”, “anticipates”, “targets”, and similar expressions.
Any forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources, are solely opinions and forecasts and are subject to risks (including those described in the chapter “Risk Factors” in the Presentation), uncertainties and other factors that may cause actual results and events to be materially different from those expected or implied by the forward-looking statements. None of the Company or the Managers, or any of their respective Representatives provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibility for the future accuracy of opinions expressed in this Presentation or the actual occurrence of forecasted developments.
No UpdatesThis Presentation speaks as at the date set out on herein. Neither the delivery of this Presentation nor any further discussions of the Company or the Managers shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. Neither the Company nor the Managers assume any obligation to update or revise the Presentation or disclose any changes or revisions to the information contained in the Presentation (including in relation to forward-looking statements), other than as required by law.
No Investment AdviceThe contents of this Presentation are not to be construed as financial, legal, business, investment, tax, regulatory or other professional advice. The Recipient should consult with its own professional advisers for any such matter and advice.
Conflict of InterestThe Managers are acting as financial advisor to the Company in connection with the Issue and for no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Offering, the contents of this Presentation or any matters referred to herein. The Managers and/or its employees may hold shares, bonds, options or other securities of the Company and may, as principal or agent, buy or sell such securities. The Managers may have other financial interests in transactions involving such securities.
Disclaimers -DISTRIBUTION AND SELLING RESTRICTIONSNone of the Company or the Managers, or any of their respective Representatives, has taken any actions to allow the distribution of this Presentation, or any other material related to the Bonds, in any jurisdiction where action would be required for such purposes. The Presentation has not been registered with, or approved by, any public authority, stock exchange or regulated market. The distribution of this Presentation or any other material related to the Bonds, as well as any subscription, purchase, sale or transfer of securities of the Company may be restricted by law in certain jurisdictions, and the recipient of this Presentation should inform itself about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. None of the Company or the Managers, or any of their respective Representatives, shall have any responsibility or liability whatsoever (in negligence or otherwise) arising directly or indirectly from any violations of such restrictions.
Neither the Company nor the Managers have authorized any offer of securities to the public, or has undertaken or plans to undertake any action to make an offer of securities to the public requiring the publication of an offering prospectus in any member state of the European Economic Area which has implemented the EU Prospectus Directive 2003/71/EC, other than as specifically addressed in this Presentation.
This Presentation or any other material related to the Bonds does not constitute or form part of a prospectus within the meaning of the EU Prospectus Directive, as implemented in any member state of the European Economic Area (the "EEA") (each, a "Relevant Member State"). The expression "EU Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. This Presentation or any other material related to the Bonds has therefore not been, and will not be, reviewed by or registered with the Norwegian Financial Supervisory Authority or any other regulator or public authority. In the event that this Presentation is distributed in the United Kingdom, it shall be directed only at persons who are either "investment professionals" for the purposes of Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or high net worth companies and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any person in the United Kingdom who is not a Relevant Person must not act or rely on this Presentation or any of its contents. Any investment or investment activity to which this Presentation relates will in the United Kingdom be available only to Relevant Persons and will be engaged in only with Relevant Persons. This Presentation is not a prospectus for the purposes of Section 85(1) of the UK Financial Services and Markets Act 2000, as amended ("FSMA"). Accordingly, this Presentation has not been approved as a prospectus by the UK Financial Conduct Authority ("FCA") under Section 87A of FSMA and has not been filed with the FCA pursuant to the UK Prospectus Rules nor has it been approved by a person authorized under FSMA.