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DISCLAIMER

The content of this promotion has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000.

Reliance on this promotion for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the assets invested.

This Brochure is being made available to a limited number of recipients to whom, in the case of recipients in the United Kingdom, it is permitted to be sent under the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (SI 2005/1529) (the “Financial Promotion Order”). Only qualifying Professional Investors and Eligible Counterparties may Subscribe to the Investment herein.

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REDHAT CAPITAL PLC ARE RESTRICTED INVESTMENT PRODUCTS

The content of this Website by the Company and the documents, comments and information contained within it relating to an investment opportunity in the Company have been prepared by, and are the sole responsibility of, the Company. Any investment in the Bonds does not have the status of a bank deposit and is not subject to any deposit protection schemes operated by the FSC, FCA or IFSRA.


IMPORTANT – UK Retail Investors – The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available at any time to any retail investor (and, for the avoidance of doubt, this means any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in Article 2(8) of Regulation No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (“FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of EUWA (the “UK Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of EUWA (as amended, the “UK PRIIPs Regulation”) for offering or selling the Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the PRIIPs Regulation. This Website is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Promotion Order, (ii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order (high net worth companies, unincorporated associations, etc.), (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) 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”). 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 Website  relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. No public offer in relation to the Bonds is being made in any jurisdiction by the Website. The Website is primarily intended for release in the United Kingdom or Ireland and does not constitute an offer, or the solicitation of an offer, in relation to shares in any jurisdiction in which such offer or solicitation is unlawful.


The Website contains forward-looking statements. These statements relate to, amongst other things, the Company’s prospects and business strategies. Forward-looking statements are identified by their use of terms and phrases such as “believe”, “could”, “envisage”, “estimate”, “intend”, “may”, “plan”, “will”, or the negative of those, variations or comparable expressions, including references to assumptions. The forward-looking statements in the Website are based on the current expectations of the Company and its directors and are subject to risks and uncertainties, including general economic or trading conditions, that could cause actual results to differ materially from those expressed or implied by those statements. If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, the Company’s actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements. These forward-looking statements are made only as at the date of the Website or as at such other date as may be specifically stated. Neither the Company, nor any of its advisers, nor its directors, partners, representatives, agents, consultants or employees assumes any obligation to any person to review, update or revise any such forward-looking statements. Each recipient of the Website and any related information must make their own independent assessment of the information provided by, or on behalf of, the Company and is recommended to seek independent advice on such information from an appropriate authorized person specializing in advising on investments of the kind in question.


Neither the Company, nor any of its advisers, nor its respective directors, partners, representatives, agents, consultants or employees shall be liable for any direct, indirect, consequential or other economic loss or damage suffered directly or indirectly by any person relying on statements or omissions from the Website and to the maximum extent permitted by law, all conditions, warranties and other terms which might be implied by statute, common law or the law of equity and any such liability are expressly excluded. The Website should not be construed as a recommendation to prospective investors by the Company or any of its advisers, its directors, partners, representatives, agents, consultants or employees to invest in the Company, and does not form any commitment by the Company to proceed with an investment. The Company reserves the right to terminate the procedure at any time and to terminate any discussions and negotiations with any prospective investors at any time and without giving any reason.


The distribution of the Website in certain jurisdictions other than the United Kingdom or Ireland may be restricted by law and therefore persons accessing the Website or, into whose possession the Website documents come, should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of securities laws of any such jurisdiction. By receiving and accessing the Website you represent and warrant to the Company that you are entitled to receive the Website without contravention of applicable legal or regulatory restrictions in the jurisdiction in which you reside, conduct business or receive the Website , including in particular the requirements of the UK’s Financial Services and Markets Act 2000 or Central Bank and Financial Services Authority Act of Ireland 2003.

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