Please read this notice carefully — it applies to all persons who view this webpage. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.
Access to the information on the following pages may be restricted by law in certain jurisdictions.
The electronic version of the Draft Turkish Prospectus (taslak izahname) you are seeking to access is submitted to the approval of the Capital Markets Board of Turkey (the "Capital Markets Board") and is made available to investors residing in Turkey on this webpage by Aydem Yenilenebilir Enerji A.Ş. (the "Company") in accordance with the terms and conditions set forth by the Capital Markets Law No. 6362 and the Capital Markets Board, and on a non-reliance basis only.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN AND ANY OTHER JURISDICTION WHERE THE EXTENSION OR AVAILABILITY OF THE TRANSACTION (AND ANY OTHER TRANSACTION CONTEMPLATED THEREBY) WOULD BREACH ANY APPLICABLE LAW OR REGULATION (THE “RESTRICTED JURISDICTIONS”).
These materials are only addressed to and directed at persons in member states of the European Economic Area and in the United Kingdom who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). In addition, in the United Kingdom, the materials are being distributed only to, and is directed only at, Qualified Investors who are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or who are high net worth entities falling within Article 49(2)(a)-(d) of the Order and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which the materials relate is available only to relevant persons in the United Kingdom and to Qualified Investors in any member state of the European Economic Area, and will only be engaged with such persons. Unless an exemption under the relevant securities law is applicable, the securities of the Company to be offered to the investors (the “Securities”) may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into Australia, Canada, Japan, the United States or any other jurisdiction if to do so would breach any applicable law, or require registration thereof in such jurisdiction.
Viewing the materials on this webpage may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. Any persons in or resident in any Restricted Jurisdiction, who wish to view these materials should satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
In particular, unless otherwise determined by the Company and permitted by applicable law and regulation, the information on the following pages shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
In particular, the Securities have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”) and may not be offered or sold in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Securities will not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of the United States or the other Restricted Jurisdictions. Accordingly, unless an exemption under the relevant securities law is applicable, the Securities may not be offered, sold, taken up, exercised, renounced, resold, delivered or distributed, directly or indirectly, in or into the United States or the other Restricted Jurisdictions or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction. There will be no public offering of the Securities in the United States.
Please note that by clicking on "Agree" below, you (i) represent and warrant that you are not resident in Australia, Canada, Japan or the United States and that, currently, you are not physically present in Australia, Canada, Japan or the United States, and (ii) agree that you will not communicate any information mentioned in the following pages to someone who is outside Turkey or share this information with such persons in any case.
The Draft Turkish Prospectus reflects the most up-to-date information as of August 6, 2020. The application regarding the Draft Turkish Prospectus is still being reviewed by Capital Markets Board and has not yet been published or approved by the Capital Markets Board. Any investment decision with respect to the Securities in Turkey should be made following the publication and approval of, and based on such investor’s review of, the Turkish Prospectus.
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