“This information is not intended for, and shall not be accessible, published, distributed or circulated to persons resident or located in the United States of America (the “United States”, which shall include its territories and possessions), Canada, Japan or Australia, and does not constitute an offer to sell or the solicitation of an offer to purchase or acquire securities of Argan in the United States, Canada, Japan or Australia.
Securities of Argan may not be sold in the United States unless the offer is registered with the Securities and Exchange Commission under the U.S. Securities Act 1933, as amended, or exemption from such registration is available. Argan does not intend to register an offer of its securities in the United States nor does it intend to make a public offer of its securities in the United States.
No action has been taken or will be taken to permit a public offering of the securities of Argan requiring the publication of a prospectus in any Member State of the European Economic Area (each a “Member State”). Therefore, such securities may not be and shall not be offered in any Member State other than in accordance with the exemptions of Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and European Council of 14 June 2017, as amended (the “Prospectus Regulation”) or, otherwise, in cases not requiring a prospectus under Article 3 of the Prospectus Regulation and/or the applicable regulations in such Member State.
This information is solely addressed to, and intended for persons who are (x) outside the United Kingdom or (y) in the United Kingdom and are "qualified investors" (as defined in the EEA Prospectus Regulation as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018) who are: (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) high net worth entities and other such persons falling within Article 49(2)(a) to (d) of the Order (“high net worth companies”, “unincorporated associations”, etc.) or (iii) other persons to whom an invitation or inducement to participate in investment activity (within the meaning of Section 21 of the Financial Services and Market Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons in (y)(i), (y)(ii) and (y)(iii) together being referred to as “Relevant Persons”). Securities are intended solely for Relevant Persons and any invitation, offer or contract for the subscription, purchase or acquisition of the securities mentioned on the website may only be addressed to or entered into with Relevant Persons. No person other than a Relevant Person may act on the basis of or rely on this website or any information contained therein.
In Switzerland, this information is only addressed to and is only directed at “professional clients” within the meaning of article 4 iuncto 36 of the Swiss act on financial services (Finanzdienstleistungsgesetz) of 15 June 2018, as amended (“FinSA”). Argan is therefore exempted from the obligation to prepare and publish a prospectus under FinSA and the Securities will not be admitted to trading on any Swiss trading platform. This information does not constitute a prospectus in accordance with FINSA and Argan will not prepare such prospectus in view of the transaction.
Due to restrictions under the securities laws of South Africa, the securities are not offered, and the offer shall not be transferred, sold, renounced or delivered, in South Africa or to a person with an address in South Africa, unless the offer, transfer, sale, renunciation or delivery of the securities is to a duly registered bank, mutual bank, financial services provider, financial institution, public investment corporation (in each case registered as such in South Africa), a person who deals with securities in their ordinary course of business, or a wholly owned subsidiary of a bank, mutual bank, authorised services provider or financial institution, acting as agent in the capacity of an authorised portfolio manager for a pension fund (duly registered in South Africa), or as manager for a collective investment scheme (registered in South Africa) (each a “South African Relevant Person”). This information does not, nor is it intended to, constitute a prospectus prepared and registered under the South African Companies Act, 2008. It may not be provided to any person other than its original recipient, and is subject to restrictions on transferability.
Access to the information and documents contained in the following pages may be restricted in certain countries and only certain categories of persons may be authorized to access this information and these documents. Any person resident in a country other than France, the United States, Canada, Japan or Australia who wishes to access the information and documents contained on this website must first satisfy him or herself that he or she is not subject to local laws or regulations prohibiting or restricting such right of access or requiring registration or approval of the securities in order to acquire them. No registration or approval has been or will be obtained for any public offering. Argan, BNP Paribas and Van Lanschot Kempen N.V. will not accept any liability arising out of the breach by any person of applicable laws or regulations.
The contents of this website include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including terms such as “believe,” “estimate,” “anticipate,” “expect,” “intend,” “may,” “will” or “should,” and include statements that Argan makes concerning the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. Argan’s actual results may differ materially from those predicted.
I therefore certify that:
(1) I am not a resident of the United States, Canada, Australia or Japan nor am I currently physically present in any one of those countries;
(2) I am not a resident nor currently physically present in any Member State of the European Economic Area, or, if I am, I am a “Qualified Investor” within the meaning of the Prospectus Regulation;
(3) I am not resident in the United Kingdom nor am I currently physically present in the United Kingdom or, if I am, I am a Relevant Person;
(4) I am not resident in Switzerland nor am I currently physically present in Switzerland or, if I am, I am a “professional client” within the meaning of FinSA;
(5) I am not resident in South Africa nor am I currently physically present in South Africa or, if I am, I am a South African Relevant Person; and (6) I am authorized to access the information and documents presented on this website without being subject to any legal restriction and without any further action being necessary on the part of Argan.
“I have read and understood the above declarations and certify below that they are accurate, and hereby undertake to comply with all the conditions set forth on this page.”