Dutch Star Companies TWO Prospectus
Full prospectus available for download below
The information to which this gatepost gives access is exclusively intended for persons who are not residents of the United States and who are not physically present in the United States. This information does not constitute an offer, or an invitation to purchase, securities of Dutch Star Companies Two B.V. in the United Statesor in any other jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. Potential users of this information are requested to inform themselves about and to observe any such restrictions.
Dutch Star Companies Two B.V.'s securities cannot be offered or sold in the United States without registration under the United States Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from such registration. Dutch Star Companies Two B.V. has not registered, and does not intend to register, any of its securities under the Securities Act or to conduct a public offering of securities in the United States. Any securities offered by the Company are being offered and sold solely outside the United States in reliance on Regulation S under the Securities Act or pursuant to another exemption from or in a transaction not subject to the registration requirements of the Securities Act.
The information to which this gatepost gives access is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the information contained herein.
The Company has not authorised any offer to the public of securities in any Member State of the European Economic Area, other than the Netherlands. With respect to any Member State of the European Economic Area other than the Netherlands (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Regulation; or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable the investor to decide to purchase or subscribe for the securities and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended) and includes any relevant delegated regulations.