DISCLAIMER

The information contained in any published document, whether distributed through the official website or through private channels, shall not be construed as financial advice nor be regarded as a definitive analysis of any financial, tax, legal or other issue.

Kingson shall not be responsible for, and therefore disclaims any liability for, any loss, liability, damage (whether direct, indirect or consequential) and/or expense of any nature whatsoever which may be suffered as a result of or which may be attributable, directly or indirectly, to the use of or reliance upon any information. The information is provided solely to enable investors to make their own investment decisions. The information is not intended nor does it constitute financial, tax, legal, investment or other advice. The investment may not be suitable for all investors. If you are in need of financial advice or a full financial needs analysis, you should consult a financial advisor.

While every effort has been made to ensure the accuracy of information contained in any published document, Kingson Capital (Pty) Ltd, or any of its subsidiaries, and its directors, officers and employees provide no representation or warranty, express or implied, regarding the accuracy, completeness or correctness of information contained therein. 

IMPORTANT DISCLOSURE REGARDING THE PRIVATE PLACEMENT MEMORANDUM

The document is confidential and proprietary and has been prepared by Kingson Capital Partners (Pty) Ltd (“Kingson Capital Partners”), a private company, registration number 2013/054272/07. Kingson Capital Partners is registered as an authorised financial services provider under the Financial Advisory and Intermediary Services Act, 2002 with licence number 46400. This document is being provided to targeted recipients as a source of preliminary information about Kingson Capital (Pty) Ltd and its subsidiary companies (the “Kingson Group of Companies”). 

The information presented is current as of the date of the issue of this document and is subject to change from time to time. The delivery of this document does not imply that the information is correct as of any time subsequent to the date of issue.

The distribution of this document and the offer and sale of securities in the Kingson Group of Companies may be restricted by law in certain jurisdictions. Persons receiving this document are required to inform themselves about and to observe any such restrictions. The document does not constitute an offer to sell or a solicitation of an offer to buy any securities. Only addressees of the Private Placement Memorandum, being a limited number of sophisticated investors, will, after further consultations and acceptance by Kingson Capital Partners, be entitled to subscribe for shares in the Kingson Group of Companies. This document does not contain all the information necessary to fully evaluate any transaction, and it should not be relied upon. Any investment decision should be made based solely upon appropriate due diligence and upon receipt and careful review of relevant offering documents. Recipients of this document should neither treat nor rely on the contents of this document as advice relating to legal, taxation or investment matters and are advised to consult their own professional advisers. 

This document contains projections, forecasts, targeted and illustrative returns, estimates, beliefs and similar information (“Forward Looking Information”), which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “estimate,” “intend,” “continue” or “believe,” or the negatives thereof or other variations thereon or comparable terminology. Kingson Capital Partners and its affiliates believe that such statements and information are based upon reasonable estimates and assumptions and represent opinions, expectations, beliefs, intentions, estimates and strategies regarding the future, which may not be realised. Actual and future results could differ materially from those described by such statements. Targeted returns are not guaranteed. This document includes information obtained from publicly available information and from third party sources considered to be reliable. Whilst this information is provided in good faith, it is not, and does not purport to be comprehensive and has not been independently verified. No member of the Kingson Group of Companies, Kingson Capital Partners or any of their associates or any of their members, directors, officers, employees or agents (“Representatives”) assumes any liability or responsibility for the accuracy or completeness of the information in this document or for any direct, indirect or consequential loss or damage suffered by any person as a result of their relying on statements or information contained in this document, or as a result of any omissions from it.

No member of the Kingson Group of Companies is a registered “collective investment scheme” under the Collective Investment Scheme Control Act, 2002, and nothing in this document should be construed as constituting an offer to “members of the public” or an opportunity to invest in a collective investment scheme in South Africa.

This document nor any copy of it, nor the information contained within it is being issued, nor distributed directly or indirectly, to or into any jurisdiction in which such distribution would be unlawful (or to any “U.S. person” (as defined in Rule 902 of Regulation S under the United States Securities Act of 1933 (“U.S. Securities Act”)), except as set in this document and pursuant to appropriate exemptions under the laws of any such jurisdiction. Neither the Kingson Group of Companies nor Kingson Capital Partners, nor any of their Representatives, has taken any actions to allow the distribution of this document in any jurisdiction where action would be required for such purposes. 

This document does not constitute nor form part of an offer or solicitation to purchase or subscribe for securities in the United States. In the event that this document is distributed in the United States, it shall be directed only at persons who are “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A under the U.S. Securities Act and who are also institutions that meet the definition of “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the U.S. Securities Act (“IAIs”). 

Neither the Kingson Group of Companies nor Kingson Capital Partners have authorised any offer to the public of securities, nor have they taken or plan to undertake any action to make an offer of securities to the public requiring the publication of an offering prospectus, in any member state of the European Economic Area which has implemented the EU Prospectus Directive 2003/71/EC, as amended (the “Prospectus Directive”) and this document is not a prospectus for purposes of the Prospectus Directive.

In the event that this document is distributed in the United Kingdom, it shall be directed only at persons who are either (a) “investment professionals” for the purposes of Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (b) high net worth companies, unincorporated associations and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order, or (c) 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”). 

Any person who is not a Relevant Person must not act or rely on this Material or any of its contents. Any investment or investment activity to which this document relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons. This document is not a prospectus for the purposes of Section 85(1) of the UK Financial Services and Markets Act 2000, as amended (“FSMA”). Accordingly, this document has not been approved as a prospectus by the UK Financial Services Authority (“FSA”) under Section 87A of FSMA and has not been filed with the FSA pursuant to the UK Prospectus Rules nor has it been approved by a person authorised under FSMA.