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ACCESS TO THE INFORMATION AND DOCUMENTS ON THIS PORTION OF THE WEBSITE IS RESTRICTED FOR REGULATORY REASONS. YOU ARE REQUESTED TO REVIEW THE FOLLOWING INFORMATION AND MAKE THE FOLLOWING CONFIRMATION EACH TIME YOU SEEK TO ACCESS THIS RESTRICTED INFORMATION. YOUR CONFIRMATION MUST BE TRUE AND ACCURATE.  

THIS MATERIAL IS NOT DIRECTED AT OR ACCESSIBLE BY PERSONS IN THE UNITED STATES (OTHER THAN QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT OF 1933, AS AMENDED ((THE “SECURITIES ACT”)) OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIAL TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION. THIS MATERIAL MAY NOT BE RECORDED OR REPRODUCED IN ANY FORM, FURTHER DISTRIBUTED OR PASSED ON, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON, OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS. 

THE INTERNATIONAL OFFERING MEMORANDUM (“IOM”), DUBAI FINANCIAL MARKET PROSPECTUS (“DFM PROSPECTUS”) OR ANY OTHER MATERIALS DISTRIBUTED ON THIS WEBSITE (TOGETHER, THE “MATERIALS”) ARE NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES TO WHICH THE MATERIALS RELATE HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE MATERIALS NOR ANY PART OR COPY OF THEM MAY BE DISTRIBUTED, TRANSMITTED, PRINTED OR DOWNLOADED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ITS TERRITORIES OR POSSESSIONS. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES. 

THIS MATERIAL, WHICH HAS BEEN PREPARED IN RELATION TO TALABAT HOLDING PLC (THE “ISSUER”), IS STRICTLY CONFIDENTIAL AND IS BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION.  

You may not reproduce any part of the contents of this site 

You agree that you will not copy, print, download, record, distribute or re-transmit, in whole or in part, the Materials. You are advised to read this disclaimer carefully before clicking on the AGREE button below and accessing and viewing the Materials. In accessing the Materials you agree to be bound by the following terms and conditions. 

You may not disclose the contents of the Materials to any other person without the prior written consent of the Issuer and Emirates NBD Capital PSC, J.P. Morgan Securities PLC, Morgan Stanley & Co International and [additional banks to be onboarded] (together the “Banks”). 

You have been designated and authorised by the Banks (the “Authorising Entities” and each an “Authorising Entity”) to receive and view the Materials. The Materials have been furnished to you solely for your information. 

You should refer to the IOM or DFM Prospectus published by the Issuer in connection with any offering of securities in the Issuer (the “Offering Documents”). 

You understand that you should refer to the Offering Documents for further and more complete information about any offering and any securities to be sold in any offering. You are reminded that any acquisition of securities in any proposed offering must be made solely on the basis of information contained in the Offering Documents to be published by the Issuer in connection with any proposed offering, which may be different from the information contained in the Materials. 

You consent to electronic delivery of the Materials 

You acknowledge and agree that, in connection with viewing the Materials, you have consented to accept electronic delivery of the Materials. 

The documentation on this site contains forward-looking statements involving risks, uncertainties and other factors that may cause actual results to differ. 

Certain statements contained in the Materials, including those relating to the offering, are “forward-looking statements”. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Many of these risks and uncertainties relate to factors that are beyond the Issuer’s ability to control or estimate precisely and all of which are based on current beliefs and expectations about future events, such as results of operations, financial condition, liquidity, prospects, growth, strategies, and dividend policy and the industry in which the Issuer and its group operates. 

Forward-looking statements contained in Materials that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. The Issuer does not undertake any obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document. 

Each of Issuer, the Banks and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in these Materials whether as a result of new information, future developments or otherwise. 

The Banks are acting exclusively for the Issuer and no one else in connection with any offering of securities. None of them will regard any other person as their respective client(s) in relation to any offering of securities and will be responsible to no one other than the Issuer for providing the protections afforded to their respective clients nor for providing advice in relation to any offering of securities, the contents of these Materials or any transaction, arrangement or other matter referred to herein. 

IT IS IMPORTANT THAT YOU REVIEW AND COMPLY WITH THE RELEVANT FOLLOWING COUNTRY/REGIONAL SPECIFIC REQUIREMENTS. They apply only to the extent that you are incorporated, resident or otherwise located in the country/region whose name appears as a heading to these requirements.  

IF YOU ARE NOT INCORPORATED, RESIDENT OR OTHERWISE LOCATED IN A COUNTRY/REGION NAMED BELOW, you must inform yourself about and observe any restrictions in relation to access to this website and receipt of the Materials under all applicable law and regulation, as access thereto and receipt thereof is restricted strictly to eligible institutional investors in each jurisdiction. 

United Arab Emirates (excluding the ADGM and the DIFC) 

The Materials are only addressed to and directed at persons who are outside the United Arab Emirates (“UAE”) or who have been invited to access the Materials by an Authorising Entity that is licensed by the Securities and Commodities Authority to promote financial products in the UAE (a “UAE Selling Agent”). To the extent you have not been invited to view the Material by a UAE Selling Agent, you must be a “professional investor” within the meaning of Chairman of the SCA Board of Directors Decision No. (13/RM) of 2021 Concerning the Financial Activities Rule Book and Mechanism of Adjustment (the “SCA Regulations”) or have approached a Bank that is not an Authorising Entity in connection with the offering on a reverse solicitation basis in accordance with the SCA Regulations (a “Professional Investor”).  

ADGM 

The Materials are only addressed to and directed at persons who are outside the Abu Dhabi Global Market (“ADGM”) or Authorized Persons or Recognized Bodies (as such terms are defined in the ADGM Financial Services and Markets Regulations (“FSMR”)) or persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 18 of FSMR) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (“ADGM Relevant Persons”). The Materials must not be acted on or relied on by persons who are not ADGM Relevant Persons. Any investment or investment activity to which these Materials relate is available only to ADGM Relevant Persons and will be engaged in only with ADGM Relevant Persons. 

DIFC 

The Materials are only addressed to and directed at persons who are outside the Dubai International Financial Centre (“DIFC”) or meet the “deemed professional client” criteria set out in Rule 2.3.4 of the Dubai Financial Services Authority (“DFSA”) Conduct of Business Module and who are not natural persons (each a “Deemed Professional Client”). This Materials must not be acted on or relied on by persons who are not Deemed Professional Clients. Any investment or investment activity to which these Materials relate is available only to Deemed Professional Clients and will be engaged in only with Deemed Professional Clients. 

Any Member State of the EEA 

The Materials are only addressed to and directed at persons in Member States of the European Economic Area (each, a “Relevant State”) who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 (as amended, the “EU Prospectus Regulation”) (such persons being referred to as, “EU Qualified Investors”). The Materials must not be acted upon or relied upon in a Relevant State by persons who are not EU Qualified Investors. 

United Kingdom 

The Materials are only addressed to and directed at persons in the United Kingdom who are “qualified investors” within the meaning of Article 2(e) of the EU Prospectus Regulation as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (as amended and together with any statutory instruments made in exercise of the powers conferred by such Act) who are also: (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professional” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (c) of the Order; or (iii) 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 “UK Relevant Persons”). The Materials are directed only at UK Relevant Persons and must not be acted on or relied on by persons who are not UK Relevant Persons. Any investment or investment activity to which these Materials relate is available only to UK Relevant Persons and will be engaged in only with UK Relevant Persons. 

United States 

The Materials are only addressed to and directed at persons in the Unites States of America who are “Qualified Institutional Buyers” within the meaning of Rule 144A under the US Securities Act of 1933, as amended. 

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Terms of Use

Important Disclaimer

YOUR AGREEMENT TO THE CONDITIONS AND TERMS OF USE FOR ACCESS TO THE MATERIALS

ACCESS TO THE INFORMATION AND DOCUMENTS ON THIS PORTION OF THE WEBSITE IS RESTRICTED FOR REGULATORY REASONS. YOU ARE REQUESTED TO REVIEW THE FOLLOWING INFORMATION AND MAKE THE FOLLOWING CONFIRMATION EACH TIME YOU SEEK TO ACCESS THIS RESTRICTED INFORMATION. YOUR CONFIRMATION MUST BE TRUE AND ACCURATE. 

THIS MATERIAL IS NOT DIRECTED AT OR ACCESSIBLE BY PERSONS IN THE UNITED STATES (OTHER THAN QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT OF 1933, AS AMENDED ((THE “SECURITIES ACT”)) OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIAL TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION. THIS MATERIAL MAY NOT BE RECORDED OR REPRODUCED IN ANY FORM, FURTHER DISTRIBUTED OR PASSED ON, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON, OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS.

THE INTERNATIONAL OFFERING MEMORANDUM (“IOM”), DUBAI FINANCIAL MARKET PROSPECTUS (“DFM PROSPECTUS”) OR ANY OTHER MATERIALS DISTRIBUTED ON THIS WEBSITE (TOGETHER, THE “MATERIALS”) ARE NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES TO WHICH THE MATERIALS RELATE HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE MATERIALS NOR ANY PART OR COPY OF THEM MAY BE DISTRIBUTED, TRANSMITTED, PRINTED OR DOWNLOADED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ITS TERRITORIES OR POSSESSIONS. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

THIS MATERIAL, WHICH HAS BEEN PREPARED IN RELATION TO TALABAT HOLDING PLC (THE “ISSUER”), IS STRICTLY CONFIDENTIAL AND IS BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION. 

You may not reproduce any part of the contents of this site

You agree that you will not copy, print, download, record, distribute or re-transmit, in whole or in part, the Materials. You are advised to read this disclaimer carefully before clicking on the AGREE button below and accessing and viewing the Materials. In accessing the Materials you agree to be bound by the following terms and conditions.

You may not disclose the contents of the Materials to any other person without the prior written consent of the Issuer and Emirates NBD Capital PSC, J.P. Morgan Securities PLC, Morgan Stanley & Co International and Abu Dhabi Commercial Bank PJSC, Barclays Bank PLC, EFG-Hermes UAE Limited, EFG-Hermes UAE LLC, First Abu Dhabi Bank PJSC, Goldman Sachs Bank Europe SE, ING Bank N.V. as well as UniCredit Bank GmbH (together the “Banks”).

You have been designated and authorised by the Banks (the “Authorising Entities” and each an “Authorising Entity”) to receive and view the Materials. The Materials have been furnished to you solely for your information.

You should refer to the IOM or DFM Prospectus published by the Issuer in connection with any offering of securities in the Issuer (the “Offering Documents”).

You understand that you should refer to the Offering Documents for further and more complete information about any offering and any securities to be sold in any offering. You are reminded that any acquisition of securities in any proposed offering must be made solely on the basis of information contained in the Offering Documents to be published by the Issuer in connection with any proposed offering, which may be different from the information contained in the Materials.

You consent to electronic delivery of the Materials

You acknowledge and agree that, in connection with viewing the Materials, you have consented to accept electronic delivery of the Materials.

The documentation on this site contains forward-looking statements involving risks, uncertainties and other factors that may cause actual results to differ.

Certain statements contained in the Materials, including those relating to the offering, are “forward-looking statements”. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Many of these risks and uncertainties relate to factors that are beyond the Issuer’s ability to control or estimate precisely and all of which are based on current beliefs and expectations about future events, such as results of operations, financial condition, liquidity, prospects, growth, strategies, and dividend policy and the industry in which the Issuer and its group operates.

Forward-looking statements contained in Materials that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. The Issuer does not undertake any obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document.

Each of Issuer, the Banks and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in these Materials whether as a result of new information, future developments or otherwise.

The Banks are acting exclusively for the Issuer and no one else in connection with any offering of securities. None of them will regard any other person as their respective client(s) in relation to any offering of securities and will be responsible to no one other than the Issuer for providing the protections afforded to their respective clients nor for providing advice in relation to any offering of securities, the contents of these Materials or any transaction, arrangement or other matter referred to herein.

IT IS IMPORTANT THAT YOU REVIEW AND COMPLY WITH THE RELEVANT FOLLOWING COUNTRY/REGIONAL SPECIFIC REQUIREMENTS. They apply only to the extent that you are incorporated, resident or otherwise located in the country/region whose name appears as a heading to these requirements. 

IF YOU ARE NOT INCORPORATED, RESIDENT OR OTHERWISE LOCATED IN A COUNTRY/REGION NAMED BELOW, you must inform yourself about and observe any restrictions in relation to access to this website and receipt of the Materials under all applicable law and regulation, as access thereto and receipt thereof is restricted strictly to eligible institutional investors in each jurisdiction.

United Arab Emirates (excluding the ADGM and the DIFC)

The Materials are only addressed to and directed at persons who are outside the United Arab Emirates (“UAE”) or who have been invited to access the Materials by an Authorising Entity that is licensed by the Securities and Commodities Authority to promote financial products in the UAE (a “UAE Selling Agent”). To the extent you have not been invited to view the Material by a UAE Selling Agent, you must be a “professional investor” within the meaning of Chairman of the SCA Board of Directors Decision No. (13/RM) of 2021 Concerning the Financial Activities Rule Book and Mechanism of Adjustment (the “SCA Regulations”) or have approached a Bank that is not an Authorising Entity in connection with the offering on a reverse solicitation basis in accordance with the SCA Regulations (a “Professional Investor”).

ADGM

The Materials are only addressed to and directed at persons who are outside the Abu Dhabi Global Market (“ADGM”) or Authorized Persons or Recognized Bodies (as such terms are defined in the ADGM Financial Services and Markets Regulations (“FSMR”)) or persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 18 of FSMR) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (“ADGM Relevant Persons”). The Materials must not be acted on or relied on by persons who are not ADGM Relevant Persons. Any investment or investment activity to which these Materials relate is available only to ADGM Relevant Persons and will be engaged in only with ADGM Relevant Persons.

DIFC

The Materials are only addressed to and directed at persons who are outside the Dubai International Financial Centre (“DIFC”) or meet the “deemed professional client” criteria set out in Rule 2.3.4 of the Dubai Financial Services Authority (“DFSA”) Conduct of Business Module and who are not natural persons (each a “Deemed Professional Client”). These Materials must not be acted on or relied on by persons who are not Deemed Professional Clients. Any investment or investment activity to which these Materials relate is available only to Deemed Professional Clients and will be engaged in only with Deemed Professional Clients.

Any Member State of the EEA

The Materials are only addressed to and directed at persons in Member States of the European Economic Area (each, a “Relevant State”) who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 (as amended, the “EU Prospectus Regulation”) (such persons being referred to as, “EU Qualified Investors”). The Materials must not be acted upon or relied upon in a Relevant State by persons who are not EU Qualified Investors.

United Kingdom

The Materials are only addressed to and directed at persons in the United Kingdom who are “qualified investors” within the meaning of Article 2(e) of the EU Prospectus Regulation as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (as amended and together with any statutory instruments made in exercise of the powers conferred by such Act) who are also: (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professional” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (c) of the Order; or (iii) 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 “UK Relevant Persons”). The Materials are directed only at UK Relevant Persons and must not be acted on or relied on by persons who are not UK Relevant Persons. Any investment or investment activity to which these Materials relate is available only to UK Relevant Persons and will be engaged in only with UK Relevant Persons.

United States

The Materials are only addressed to and directed at persons in the Unites States of America who are “Qualified Institutional Buyers” within the meaning of Rule 144A under the US Securities Act of 1933, as amended.

IF YOU WANT TO VIEW THE MATERIALS, YOU MUST INDICATE YOUR AGREEMENT TO THESE TERMS.

By clicking the “I AGREE” button below, you agree to the above terms, and represent and warrant that you have read and understood the conditions and restrictions described above and agree that you are an institutional investor or are otherwise eligible to receive the Materials in compliance with the relevant country/region restrictions above, and applicable laws and regulations in your home jurisdiction, and in the jurisdiction (if different) in which you are accessing this website and that:

  • You have read and agree to comply with the foregoing limitations and restrictions including, without limitation, the obligation to keep this material and its contents confidential;
  • If you are resident, incorporated or located in a Relevant State, you are an EU Qualified Investor;
  • If you are resident, incorporated or located in the United Kingdom, you are a UK Relevant Person;
  • If you are resident, incorporated or located in the United Arab Emirates (other than the ADGM and the DIFC), you are doing so on invitation from a UAE Selling Agent or are a Professional Investor within the meaning of the SCA Regulations;
  • If you are resident, incorporated or located in the ADGM, you are an ADGM Relevant Person;
  • If you are resident, incorporated or located in the DIFC, you are a Deemed Professional Client within the meaning of the DFSA Conduct of Business Module;
  • If you are resident, incorporated or located in the United States, you are a QIB; and
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If you are unable to give any of the foregoing undertakings, representations and warranties, please click the “I DO NOT AGREE” button below to be logged out.

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QIB Certification

Important Information

You have indicated that you are located or resident in the United States. These materials are not intended for, directed at or accessible by persons located or resident in the United States. However, persons located or resident in the United States that make the certifications below can access these materials. Please read the certifications below carefully. If you cannot make the certifications below, please exit this page.

CERTIFICATIONS

“We are a “qualified institutional buyer” (a “Qualified Institutional Buyer”) as defined in Rule 144A (“Rule 144A”) under the US Securities Act of 1933, as amended (the “US Securities Act”). Further, if we are acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a Qualified Institutional Buyer, (b) we have investment discretion with respect to each account, and (c) we have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.”

“We acknowledge that the materials relate to a transaction that is not subject to, or is only available in the United States pursuant to an exemption from, the registration requirements of the US Securities Act.”

By clicking “I AGREE” below, you are certifying that the certifications provided are correct and that you would like to access the materials. You agree that the materials you receive are for your own use and will not be distributed to any person outside of your organisation.

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