AMERICANA RESTAURANTS INTERNATIONAL PLC

12

ANNOUNCEMENT OF FINAL OFFER PRICE FOR CONCURRENT DUAL LISTING AND UPDATE TO THE IPO TIMETABLE

  • The Final Offer Price for Americana Restaurants’ IPO on Abu Dhabi Securities Exchange (“ADX”) and the  Saudi Stock Exchange (the “Saudi Exchange”) has been set at AED 2.62 /SAR 2.68 per Share, at the top of  the previously announced Offer Price Range 
  • The total Offering size is $1.80 billion (equivalent to AED 6.62 billion or SAR 6.77 billion), with an implied  market capitalization for the Company of $6.01 billion (equivalent to AED 22.07 billion or SAR 22.58 billion) The concurrent bookbuilding process generated orders of approximately $105 billion (equivalent to AED 386 billion or SAR 394 billion) in aggregate from institutional and retail investors, representing an approximate  oversubscription level of 58x for the Offering 

Abu Dhabi and Riyadh: Americana Restaurants International Plc (“Americana  Restaurants” or the “Company”), the largest out-of-home dining and quick service restaurant operator in the  Middle East & North Africa and Kazakhstan, announces the successful conclusion of the concurrent bookbuilding  and subscription period for its Initial Public Offering (“IPO” or the “Offering”). 

The final price for the shares to be sold in the Offering (the “Final Offer Price”) has been set at AED 2.62 per  Share in the UAE and SAR 2.68 per Share in Saudi Arabia, implying a market capitalization for Americana  Restaurants of $ 6.01 billion (equivalent to AED 22.07 billion or SAR 22.58 billion). The price range for the IPO  was set between AED 2.50/SAR 2.55 to AED 2.62/SAR 2.68 per Share, meaning that the Offering was priced at  the top of its range. Based on the Final Offer Price, the total offering size is $1.80 billion, equivalent to AED 6.62  billion or SAR 6.77 billion. 

The concurrent bookbuilding process generated orders of approximately AED 386 billion/ SAR 394 billion in aggregate from qualified institutional investors in a number of countries, including the UAE and Saudi Arabia (the  “Institutional Offer”) and individuals and other investors in the UAE and Saudi Arabia (the “UAE Retail Offer” and the “KSA Retail Offer” respectively), representing an aggregate oversubscription level of approximately 58x.  

As a result of the recent unplanned public holiday in Saudi Arabia, which was only announced on 22 November  2022, the Company now expects to provide further information on the Offering timetable, including allocations to  investors, on or around 28 November 2022. 

Adeptio AD Investments Ltd. (the “Selling Shareholder“) will sell 2,527,089,930 existing ordinary shares in the  Offering (the “Offer Shares”), each with a nominal value of AED 0.073 (equivalent to SAR 0.075), representing 30% of the Company’s issued share capital. The net proceeds of the Offering will be received by the Selling  Shareholder. Immediately following Admission, Americana Restaurants will have a free float of 33.97% of its  issued share capital. 

INVESTOR / ANALYST ENQUIRIES
Sonika Sahni  ssahni@americana food.com 

+971 5227 10589

MEDIA ENQURIES
George Allen 

Shady Hamid

George.Allen@teneo. com 

+971 5660 96749 

Shady.Hamid@teneo. com 

+971 5854 42072

INDEPENDENT FINANCIAL ADVISOR
Rothschild & Co Middle East Limited
JOINT GLOBAL COORDINATORS AND FINANCIAL ADVISORS
First Abu Dhabi Bank PJSC 

Goldman Sachs International 

Morgan Stanley & Co. International plc 

SNB Capital Company

JOINT BOOKRUNNERS AND UNDERWRITERS
First Abu Dhabi Bank PJSC together with FAB Capital 

Goldman Sachs International together with Goldman Sachs Saudi Arabia  Morgan Stanley & Co. International plc together with Morgan Stanley Saudi Arabia SNB Capital 

HSBC Bank Middle East Limited together with HSBC Saudi Arabia EFG Hermes UAE Limited together with EFG Hermes UAE LLC

LEAD MANAGER & LISTING ADVISOR IN UAE
First Abu Dhabi Bank PJSC
LEAD MANAGER IN KSA
SNB Capital Company
RECEIVING BANKS
UAE 

First Abu Dhabi Bank PJSC (Lead Receiving Bank) 

Abu Dhabi Islamic Bank PJSC 

Al Maryah Community Bank LLC 

KSA 

Saudi National Bank (Lead Receiving Bank) 

Al Rajhi Bank 

Riyad Bank 

Alinma Bank 

Arab National Bank

FINANCIAL COMMUNICATIONS ADVISOR
Teneo

 

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE  UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF  THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, SOUTH AFRICA,  JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL  

THIS ANNOUNCEMENT IS NOT AN ADVERTISEMENT AND NOT A PROSPECTUS AND NOT AN OFFER  OF SECURITIES FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION, INCLUDING IN OR INTO THE  UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN.  

NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS  OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN  ANY JURISDICTION. ANY OFFER TO ACQUIRE SHARES PURSUANT TO THE PROPOSED OFFERING  WILL BE MADE, AND ANY INVESTOR SHOULD MAKE HIS INVESTMENT DECISION SOLELY ON THE  BASIS OF THE INFORMATION THAT IS CONTAINED IN THE FORMAL OFFERING DOCUMENTS  PUBLISHED BY AMERICANA RESTAURANTS INTERNATIONAL PLC (THE “COMPANY“) IN  CONNECTION WITH THE LISTING AND TRADING OF ITS ORDINARY SHARES ON THE SAUDI  EXCHANGE (“TADAWUL“) AND THE ABU DHABI SECURITIES EXCHANGE. 

THIS DOCUMENT INCLUDES INFORMATION PROVIDED BY THE COMPANY IN THE ORDINARY  COURSE OF COMMUNICATIONS OR AS PERMITTED IN COMPLIANCE WITH THE CAPITAL MARKET  LAW OF THE KINGDOM OF SAUDI ARABIA (THE “CML“). THIS DOCUMENT IS ALSO IN COMPLIANCE  WITH THE RULES AND REGULATIONS ISSUED BY THE CAPITAL MARKET AUTHORITY (“CMA“) INCLUDING, BUT NOT LIMITED TO, THE MARKET CONDUCT REGULATIONS, THE RULES ON THE  OFFER OF SECURITIES AND CONTINUING OBLIGATIONS (“OSCOS“), THE SECURITIES BUSINESS  REGULATIONS AND THE CAPITAL MARKET INSTITUTIONS REGULATIONS AND THE APPLICATION  FOR LISTING OF SECURITIES IN COMPLIANCE WITH THE LISTING RULES OF TADAWUL  (COLLECTIVELY, TOGETHER WITH THE CML, THE “RULES AND REGULATIONS“).  

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR BACKGROUND PURPOSES ONLY  AND DOES NOT PURPORT TO BE FULL OR COMPLETE. NO RELIANCE MAY BE PLACED BY ANY  PERSON FOR ANY PURPOSE ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ITS  ACCURACY, FAIRNESS OR COMPLETENESS. THE INFORMATION IN THIS ANNOUNCEMENT IS  SUBJECT TO CHANGE. NEITHER THE COMPANY NOR FIRST ABU DHABI BANK PJSC ACTING IN  CONJUNCTION WITH FAB CAPITAL, GOLDMAN SACHS INTERNATIONAL ACTING IN CONJUNCTION  WITH GOLDMAN SACHS SAUDI ARABIA, MORGAN STANLEY & CO. INTERNATIONAL PLC ACTING  IN CONJUNCTION WITH MORGAN STANLEY SAUDI ARABIA, SNB CAPITAL, HSBC BANK MIDDLE  EAST LIMITED ACTING IN CONJUNCTION WITH HSBC SAUDI ARABIA AND EFG HERMES UAE  LIMITED ACTING IN CONJUNCTION WITH EFG HERMES UAE LLC (TOGETHER, THE “BANKS“) NOR  ROTHSCHILD & CO MIDDLE EAST LIMITED OR THEIR RESPECTIVE AFFILIATES UNDERTAKE TO  PROVIDE THE RECIPIENT OF THIS ANNOUNCEMENT WITH ANY ADDITIONAL INFORMATION, OR  TO UPDATE THIS ANNOUNCEMENT OR TO CORRECT ANY INACCURACIES, AND THE DISTRIBUTION  OF THIS ANNOUNCEMENT SHALL NOT BE DEEMED TO BE ANY FORM OF COMMITMENT ON THE  PART OF THE COMPANY OR THE BANKS OR ROTHSCHILD & CO MIDDLE EAST LIMITED TO  PROCEED WITH THE OFFERING OR ANY TRANSACTION OR ARRANGEMENT REFERRED TO  THEREIN. THE CONTENTS OF THIS ANNOUNCEMENT ARE NOT TO BE CONSTRUED AS LEGAL,  FINANCIAL OR TAX ADVICE. 

THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY LAW IN CERTAIN  JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION ANY DOCUMENT OR OTHER  INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT AND  OBSERVE ANY SUCH RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY  CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OF SECURITIES OF THE COMPANY, DIRECTLY  OR INDIRECTLY, IN OR INTO THE UNITED STATES. THE OFFER SHARES MAY NOT BE OFFERED OR  SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS  AMENDED (THE “SECURITIES ACT“), OR OFFERED IN A TRANSACTION EXEMPT FROM, OR NOT  SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE COMPANY HAS 

NOT REGISTERED AND DOES NOT INTEND TO REGISTER ANY PORTION OF THE OFFER SHARES  UNDER THE SECURITIES ACT OR THE LAWS OF ANY STATE IN THE UNITED STATES OR TO  CONDUCT A PUBLIC OFFERING OF ANY SECURITIES IN THE UNITED STATES. COPIES OF THIS  ANNOUNCEMENT ARE NOT BEING, AND MAY NOT BE, DISTRIBUTED, FORWARDED OR OTHERWISE  SENT, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. 

THIS ANNOUNCEMENT DOES NOT CONTAIN OR CONSTITUTE AN OFFER OF, OR THE SOLICITATION  OF AN OFFER TO BUY, THE OFFER SHARES TO ANY PERSON IN THE UNITED STATES, AUSTRALIA,  CANADA, SOUTH AFRICA OR JAPAN OR IN ANY JURISDICTION TO WHOM OR IN WHICH SUCH  OFFER OR SOLICITATION IS UNLAWFUL. THE OFFER AND SALE OF THE OFFER SHARES HAS NOT  BEEN AND WILL NOT BE REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF AUSTRALIA,  CANADA, SOUTH AFRICA OR JAPAN. SUBJECT TO CERTAIN EXCEPTIONS, THE OFFER SHARES MAY  NOT BE OFFERED OR SOLD IN AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR TO, OR FOR THE  ACCOUNT OR BENEFIT OF, ANY NATIONAL, RESIDENT OR CITIZEN OF AUSTRALIA, CANADA,  SOUTH AFRICA OR JAPAN. THERE WILL BE NO PUBLIC OFFER OF THE OFFER SHARES IN THE  UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN. 

IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE “EEA“), THIS COMMUNICATION  IS ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES OF THE EEA WHO ARE  “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129  (AS AMENDED) (“QUALIFIED INVESTORS“).  

IN THE UNITED KINGDOM, THIS COMMUNICATION IS ONLY ADDRESSED TO AND DIRECTED AT  PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(E) OF  REGULATION (EU) 2017/1129 (AS AMENDED), WHICH FORMS PART OF UK LAW BY VIRTUE OF THE  EUROPEAN UNION (WITHDRAWAL) ACT 2018, WHO ARE ALSO: (I) PERSONS HAVING  PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE  DEFINITION OF “INVESTMENT PROFESSIONALS” IN ARTICLE 19(5) OF THE FINANCIAL SERVICES  AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER“); OR (II) HIGH NET  WORTH ENTITIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (III) ARE OTHER  PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS  REFERRED TO IN (I), (II) AND (III) TOGETHER BEING “RELEVANT PERSONS“).  

THIS COMMUNICATION MUST NOT BE ACTED OR RELIED ON (I) IN THE UNITED KINGDOM, BY  PERSONS WHO ARE NOT RELEVANT PERSONS AND (II) IN ANY MEMBER STATE OF THE EEA BY  PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT ACTIVITY TO WHICH THIS  COMMUNICATION RELATES (I) IN THE UNITED KINGDOM IS AVAILABLE ONLY TO, AND MAY BE  ENGAGED IN ONLY WITH, RELEVANT PERSONS; AND (II) IN ANY MEMBER STATE OF THE EEA IS  AVAILABLE ONLY TO, AND MAY BE ENGAGED ONLY WITH, QUALIFIED INVESTORS.  

THIS ANNOUNCEMENT IS BEING DISTRIBUTED SUBJECT TO THE PROVISIONS OF THE RULES ON  THE OFFER OF SECURITIES AND CONTINUING OBLIGATIONS (“OSCOS“) ISSUED BY THE CMA, AND  SHOULD NOT RESULT IN ANY BINDING UNDERTAKINGS TO ACQUIRE SHARES OR SUBSCRIBE IN  THE OFFERING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND UNDER NO  CIRCUMSTANCES SHALL CONSTITUTE AN OFFER OR INVITATION, OR FORM THE BASIS FOR A  DECISION, TO INVEST IN ANY SECURITIES OF THE COMPANY. NEITHER THIS ANNOUNCEMENT  NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN  CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.  INVESTORS MAY ONLY SUBSCRIBE IN THE OFFER SHARES ON THE BASIS OF THE CMA APPROVED  ARABIC LANGUAGE PROSPECTUS AND THE SUPPLEMENT THEREOF, ISSUED AND PUBLISHED ON  31 OCTOBER 2022 AND 17 NOVEMBER 2022, RESPECTIVELY (OR THE PROSPECTUS APPROVED BY 

THE SECURITIES AND COMMODITIES AUTHORITY OF THE UNITED ARAB EMIRATES (“SCA“),  DEPENDING ON THE LOCATION OF SUCH INVESTOR ISSUED AND PUBLISHED ON 2 NOVEMBER  2022) (THE “LOCAL PROSPECTUSES“). THE INFORMATION IN THIS ANNOUNCEMENT IS SUBJECT  TO CHANGE. IN ACCORDANCE WITH ARTICLE 33(D) OF THE OSCOS, COPIES OF THE PROSPECTUSES 

ARE AVAILABLE ON THE WEBSITES OF THE COMPANY AT WWW.AMERICANAREST.COM, THE  SAUDI EXCHANGE AT WWW.SAUDIEXCHANGE.SA, THE CMA AT WWW.CMA.ORG.SA AND EACH OF  THE BANKS. 

THIS ANNOUNCEMENT IS NOT AN OFFER DOCUMENT FOR THE PURPOSES OF THE OSCOS AND  SHOULD NOT BE CONSTRUED AS SUCH. THE CMA AND THE SAUDI EXCHANGE DO NOT TAKE ANY  RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT, DO NOT MAKE ANY  REPRESENTATIONS AS TO ITS ACCURACY OR COMPLETENESS, AND EXPRESSLY DISCLAIM ANY  LIABILITY WHATSOEVER FOR ANY LOSS ARISING FROM, OR INCURRED IN RELIANCE UPON, ANY  PART OF THIS ANNOUNCEMENT. 

THIS DOCUMENT SHOULD NOT BE PUBLISHED BY YOU OR ANY OF YOUR ADVISORS. 

THE CMA, SCA AND TADAWUL DO NOT TAKE ANY RESPONSIBILITY FOR THE CONTENTS OF THIS  DOCUMENT, DO NOT MAKE ANY REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS,  AND EXPRESSLY DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY LOSS ARISING FROM, OR  INCURRED IN RELIANCE UPON, ANY PART OF THIS DOCUMENT.  

ROTHSCHILD & CO MIDDLE EAST LIMITED, WHICH IS AUTHORISED AND REGULATED BY THE  DUBAI FINANCIAL SERVICES AUTHORITY, IS ACTING FOR AMERICANA RESTAURANTS  INTERNATIONAL PLC AND NO ONE ELSE IN RELATION TO THE TRANSACTION AND WILL NOT BE  RESPONSIBLE TO ANYONE OTHER THAN AMERICANA RESTAURANTS INTERNATIONAL PLC FOR  PROVIDING THE PROTECTIONS AFFORDED TO ITS CLIENTS NOR FOR PROVIDING ADVICE IN  RELATION TO THE TRANSACTION. 

THE BANKS ARE ACTING EXCLUSIVELY FOR THE COMPANY AND NO ONE ELSE IN CONNECTION  WITH THE OFFERING, AND WILL NOT REGARD ANY OTHER PERSON (WHETHER OR NOT A  RECIPIENT OF THIS DOCUMENT) AS THEIR RESPECTIVE CLIENTS IN RELATION TO THE OFFERING  AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE  PROTECTIONS AFFORDED TO THEIR RESPECTIVE CLIENTS, NOR FOR PROVIDING ANY ADVICE IN  RELATION TO THE OFFERING OR ANY TRANSACTION, MATTER, OR ARRANGEMENT REFERRED TO  IN THIS ANNOUNCEMENT OR THE OFFERING DOCUMENTS PUBLISHED IN CONNECTION WITH THE  OFFERING.  

In the United Arab Emirates (outside of the financial free zones established pursuant to UAE Federal Law  No.8 of 2004):  

This document is strictly private and confidential and is being distributed to a limited number of investors/recipients  and must not be provided to any person other than the original recipient, and may not be reproduced or used for any  other purpose. If you are in any doubt about the contents of this document, you should consult an authorised financial  adviser. By receiving this document, the person or entity to whom it has been issued understands, acknowledges and  agrees that this document has not been approved by or filed with the United Arab Emirates (“UAE“) Central Bank,  the Securities and Commodities Authority (the “SCA“) or any other authorities in the UAE. No marketing of any  financial products or services has been or will be made from within the UAE other than in compliance with the laws  of the UAE and no subscription to any securities or other investments may or will be consummated within the UAE. 

Securities may not be marketed, offered or sold directly or indirectly to the public in the UAE without the approval  of the SCA. This document does not constitute a public offer of securities in the UAE in accordance with the Federal  Commercial Companies Law, No. 2 of 2015 (as amended or replaced from time to time) or otherwise. 

This document may be distributed in the UAE only to “professional investors” (as defined in SCA Board of Directors’  Chairman Decision No.13/R.M of 2021 (as amended from time to time)) and may not be provided to any person  other than the original recipient.

Nothing contained in this document is intended to constitute investment, legal, tax, accounting or other professional  advice. This document is for your information only and nothing in this document is intended to endorse or recommend  a particular course of action. Any person considering acquiring securities should consult with an appropriate  professional for specific advice rendered based on their respective situation. 

In the Dubai International Financial Centre: 

This document relates to an offer (“Offer“) which is not subject to any form of regulation or approval by the Dubai  Financial Services Authority (“DFSA“). 

The DFSA has not approved this document nor has any responsibility for reviewing or verifying any document or  other documents in connection with this the Offer. Accordingly, the DFSA has not approved this document or any  other associated documents nor taken any steps to verify the information set out in this document, and has no  responsibility for it. 

The Offer has not been offered and will not be offered to any persons in the Dubai International Financial Centre  except on that basis that an offer is: 

  1. an “Exempt Offer” in accordance with the Markets Rules (MKT) module of the DFSA Rulebook; and 
  2. made only to persons who meet the “Deemed Professional Client” criteria set out in the Conduct of Business (COB)  Module of the DFSA Rulebook (the “COB Module“).  

This document must not, therefore, be delivered to, or relied on by, any other type of person. 

The Offer to which this document relates may be illiquid and/or subject to restrictions on its resale. Prospective  purchasers should conduct their own due diligence on the Offer. 

The DFSA has not taken steps to verify the information set out in this document, and has no responsibility for it. If  you do not understand the contents of this Offer or are unsure whether the securities to which this Offer relates are  suitable for your individual investment objectives and circumstances, you should consult an authorised financial  adviser. 

This communication is only addressed to and is only directed at “Deemed Professional Clients” as defined in the  DFSA Rulebook, COB Module. This communication is not directed at Retail Clients as defined in the COB Module. In the Abu Dhabi Global Market (ADGM): 

This document relates to an offer (“Offer“) which is not subject to any form of regulation or approval by the Financial  Services Regulatory Authority (“FSRA“). 

The FSRA has not approved this document nor has any responsibility for reviewing or verifying any document or  other documents in connection with this the Offer. Accordingly, the FSRA has not approved this document or any  other associated documents nor taken any steps to verify the information set out in this document, and has no  responsibility for it.  

The Offer Shares have not been offered and will not be offered to any persons in the ADGM except on the basis that  an offer is: (i) an “Exempt Offer” in accordance with the FSRA Financial Services and Markets Regulations 2015  and Markets Rules; and (ii) made only to persons who meet the “Deemed Professional Client” criteria set out in the  FSRA Conduct of Business Rulebook. 

The FSRA has not taken steps to verify the information set out in this document, and has no responsibility for it. If  you do not understand the contents of this Offer or are unsure whether the securities to which the Offer relates are  suitable for your individual investment objectives and circumstances, you should consult an authorised financial  adviser. 

This communication is for distribution only to persons who are (a) Authorised Persons or Recognised Bodies (as  such terms are defined in the ADGM Financial Services and Markets Regulations 2015 (“ADGM FSMR”)), or (b)  persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 18 of  the ADGM FSMR) in connection with the issue or sale of any securities may otherwise lawfully be communicated or  caused to be communicated (all such persons together being referred to as “relevant persons” for the purposes of  this paragraph). This communication is directed only at relevant persons and must not be acted on or relied on by  persons who are not relevant persons. Any investment or investment activity to which this communication relates is  available only to relevant persons and will be engaged in only with relevant persons.