This Prospectus, dated 4 January 2018, has been prepared by the Company in order to provide a presentation of the Company and its business in connection with the Listing and Subsequent Offering, as defined and described herein. This Prospectus has been prepared to comply with the Danish Act on Capital Market chapter 3 and related legislation and regulations including Regulation (EU) 2017/1129 of the European Parliament and of the Council. The Prospectus has been prepared solely in the English language. The Financial Supervisory Authority of Denmark has reviewed and approved this Prospectus. The Danish Financial Supervisory Authority’s control and approval in this respect is limited to whether the issuer has included descriptions according to a pre-defined list of content requirements. The Danish Financial Supervisory Authority has not verified or approved the accuracy or completeness of the information provided in this Prospectus. It is the Company’s responsibility to ensure that the information in the prospectus is accurate and complete. Furthermore, the Danish Financial Supervisory Authority has not made any sort of control or approval of the corporate matters described in or otherwise included in the prospectus.
The Company has furnished the information in this Prospectus.
All inquiries relating to this Prospectus must be directed to the Company or the Manager. No other person is authorized to give any information about or to make any representations on behalf of the Company in connection with the Listing or the Subsequent Offering. If any such information is given or made, it must not be relied upon as having been authorized by the Company or by the Manager.
The information contained herein is of the date hereof and subject to change, completion and amendment without notice. In accordance with section 30 of the Danish executive order 2017-10-31 no. 1176 regarding Prospectus’, every new circumstance, material error, or inaccuracies which may have significance for the assessment of the Offer Shares, and which are brought to light between approval of the Prospectus and listing of the New Shares or Offer Shares, will be included in a supplement to the Prospectus. Such supplementary prospectus shall be approved by the Danish Financial Supervisory Authority and be published. Publication of this Prospectus shall not create any implication that there has been no change in the Company’s affairs or that the information herein is correct as of any date subsequent to the date of the Prospectus.
The contents of this Prospectus are not to be construed as legal, business, financial or tax advice. Each reader of this Prospectus should consult with its own legal, business, financial or tax advisor as to legal, business, financial or tax advice. If you are in any doubt about the contents of this Prospectus you should consult your stockbroker, bank manager, lawyer, accountant or other professional adviser before making any investment decision.
This Prospectus is subject to Danish law. Any dispute arising in respect of or in connection with this Prospectus or the Listing or Subsequent Offering is subject to the exclusive jurisdiction of the Danish courts.
Prospective investors are expressly advised that an investment in the Company’s shares entails financial and legal risk and that they should therefore read this Prospectus entirely and particularly section 1, entitled “Risk Factors”, in the Share Securities Note and section 1, entitled “Risk Factors”, in the Share Registration Document when considering an investment in the Company’s shares.
The distribution of this Prospectus may in certain jurisdictions be restricted by law. Persons in possession of this Prospectus are required to inform themselves about and to observe any such restrictions. This Prospectus does not constitute an offer of, or a solicitation of an offer to purchase, any of the Offer Shares in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. No one has taken any action that would permit a public offering of Offer Shares to occur outside of Denmark and Norway.
The Offer Shares 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 authority of any state of the United States.
The Offer Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States, Canada, Japan or Australia.
I certify that I am not resident or physically located in, and am not accessing this information on behalf of a person who is resident or physically located in, the United States, Canada, Australia or Japan, that I have read and understood the disclaimer set out above and that I am permitted to proceed to the information in the coming pages.
The Prospectus, including the Subscription Form, is available at https://norne.no/hugo-subsequent-offering.