Issue and Listing of the Additional Warrants – Distribution Ratio
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OLAM INTERNATIONAL LIMITED (THE "COMPANY") IN RESPECT OF ITS NEW OPERATING GROUP, OLAM FOOD INGREDIENTS (“OFI”). OFI WAS CREATED AFTER THE RE-ORGANISATION OF THE COMPANY’S GLOBAL FOOD AND AGRI-BUSINESS INTO TWO DISTINCT REPORTING SEGMENTS. UNTIL SUCH TIME AS A FURTHER ANNOUNCEMENT IS MADE, OFI FORMS PART OF THE COMPANY'S GROUP. THE MATERIALS ARE MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE MATERIALS ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA (TOGETHER, THE “UNITED STATES”), OR DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES (OTHER THAN TO QUALIFIED INSTITUTIONAL BUYERS (“QIBS”) WITHIN THE MEANING OF RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR PURSUANT TO ANOTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT), CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL OR WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION.
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On 26 February 2021, the Company announced that it was preparing OFI for listing (the “Proposed Listing”). In the same announcement, the Company said it was evaluating a scheme of arrangement and a demerger of OFI from the Olam Group. The Company wishes to highlight that any such listing, scheme and demerger, including the timing, terms and other details thereof, are subject to all requisite approvals and clearances from the regulatory authorities, relevant approvals of shareholders of the Company, the approval of the Singapore courts, and prevailing market conditions. The Board of Directors of the Company (the "Board") may also decide not to proceed with the scheme, listing and/or demerger, even if the said approvals and clearances have been obtained, if the Board deems it not in the interests of the Company and its shareholders to do so, having regard to the prevailing circumstances and relevant factors at the material time. Accordingly, shareholders of the Company should note that there is no certainty or assurance that such scheme, listing and/or demerger will finally occur or in the form as described here. As the re-organisation progresses, the Company will provide updates to shareholders and stakeholders on the process, listing venue and related developments, and will seek the requisite approvals and clearances from shareholders and the relevant authorities, at the appropriate times, in accordance with applicable laws and regulations and the listing rules of the SGX-ST and other relevant regulators, as applicable.
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In particular, the Materials are not an offer of securities for sale in the United States, Canada, Australia or Japan. Securities may not be offered or sold, and the Materials may not be viewed, in the United States other than by persons retained to advise the Company or QIBs within the meaning of Rule 144A under the Securities Act.
The Securities have not been, and will not be, registered under the Securities Act or the laws of any State of the United States and cannot be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States, 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 laws of the United States. There will be no public offering of the Securities in the United States. The Securities will not be registered under or, unless an exemption under the relevant securities law is applicable, offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of Canada, Australia or Japan.
The Materials are only addressed to and directed at persons in member states of the European Economic Area (each a “Relevant State”) who are “qualified investors” within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129 ) (the "EU Prospectus Regulation”) (“Qualified Investors”). In the United Kingdom, the Materials are being made available only to, and are directed only at, persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) who are persons: (i) having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) falling within Article 49(2)(a) to (d) of the Order; or (iii) to whom they may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). The Materials must not be acted on or relied on: (i) in the United Kingdom, by persons who are not Relevant Persons; and (ii) in any Relevant State, by persons who are not Qualified Investors. Any investment or investment activity to which the information in the Materials relates is available only to or will be engaged in only with: (i) Relevant Persons in the United Kingdom; and (ii) Qualified Investors in any Relevant State.
Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy any securities in OFI. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities in OFI.
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The Materials do not purport to contain all of the information that may be required to evaluate any investment in the Company or the Proposed Listing and should not be relied upon to form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The Materials are intended to present background information on OFI, its business and the industry in which it operates and are not intended to provide complete disclosure upon which an investment decision could be made if and when the Proposed Listing is implemented. Any investment decision at the time of any Proposed Listing should be made solely on the basis of an approved prospectus (together with any supplementary prospectus, if relevant) published in connection with the Proposed Listing and not on the basis of the contents of the Materials. Any person considering such an investment in the Proposed Listing, should it occur, should obtain their own independent professional advice.
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Certain information in the Materials is of a historical nature and may be out of date. All historical information should be understood to speak from the date of its publication. Actual results and developments may be materially different from any opinion or expectation expressed in the Materials. In addition, past performance is no guide to future performance, whether of the Company, OFI or its securities.
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