The information contained herein does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, any ordinary shares of JASIF (the “Company”) in any jurisdiction in which such an offer or solicitation is unlawful.
The information contained herein is not for distribution in the United States, and does not constitute an offer of securities in the United States. The ordinary shares of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), or under the securities laws of any state of the United States, and may not be offered or sold absent registration under the Securities Act or an exemption therefrom. There will be no public offering of securities of the Company in the United States.
No ordinary shares of the Company may be offered or sold in Hong Kong by means of any information contained herein or any other document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance of Hong Kong (Chapter 571 of the Laws of Hong Kong) and any rules made thereunder, or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. No person may issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the ordinary shares of the Company, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the ordinary shares of the Company which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.
The ordinary shares of the Company have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the FIEA). No ordinary shares of the Company will be sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.
Any offer, invitation, transfer or issue of securities to any person located in, or a resident of, Australia may not occur unless the person is a professional investor or a sophisticated investor for the purposes of Chapter 6D, or a wholesale client for the purposes of Part 7.9, of the Corporations Act 2001 (Cth) (the Australian Corporations Act). No offer document has been, or will be, lodged with the Australian Securities and Investments Commission, Australian Securities Exchange or any other regulatory body or agency in Australia as a prospectus or product disclosure statement for the purposes of the Australian Corporations Act, and the information contained herein is not required to, and does not, contain all the information which would be required in a prospectus or product disclosure statement under Australian law.
Any securities issued upon acceptance of the preferential public offering may not be offered for sale (or transferred, assigned or otherwise alienated) to any person located in, or a resident of, Australia for at least 12 months after their issue, except in circumstances where the person is a person to whom a disclosure document is not required to be given under Chapter 6D or Part 7.9 of the Australian Corporations Act. Accordingly, each investor acknowledges these restrictions and, by applying for securities under the information contained herein, gives an undertaking not to sell those securities (except in the circumstances referred to above) for 12 months after their issue.
The Company has not been and will not be registered as a managed investment scheme under Chapter 5C of the Australian Corporations Act. The Company does not hold an Australian financial services license and it is not licensed to provide financial product advice in relation to the securities. Investors in the Company do not have “cooling off” rights under Australian law.
The information contained herein does not take into account the investment objectives, financial situation or needs of any particular person. Accordingly, before making any investment decision in relation to the information contained herein, you should assess whether the acquisition of the securities is appropriate in light of your own financial circumstances or seek professional advice.
The Preferential Public Offering will only be made available in Canada to certain Accredited Investors (as defined in National Instrument 45-106 - Prospectus and Registration Exemptions) on a private placement basis and will not be made available generally to Canadian shareholders or other residents of Canada.
EUROPEAN ECONOMIC AREA
In any member state of the European Economic Area which has implemented Directive 2003/71/CE (the Prospectus Directive), the information contained herein is intended only for qualified investors in the relevant member state, within the meaning of Article 2(1)(e) of the Prospectus Directive.
In the United Kingdom, the information contained herein is directed solely at persons who (i) have professional experience in matters relating to investments and who fall within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (ii) are high net worth entities and other persons to whom such communication may otherwise lawfully be made falling within Article 49(2)(A) to (D) (all such persons together being referred to as Relevant Persons). The information contained herein must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which the information contained herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.