BNP Paribas Agility Co-Invest Fund 2 Disclaimer
This document is provided in Singapore by BNP Paribas, acting through its Singapore branch, and in Hong Kong by BNP Paribas, acting through its Hong Kong branch. BNP Paribas is a public limited company (société anonyme) incorporated in France with liability of its members limited. BNP Paribas, acting through its Hong Kong branch, is a licensed bank regulated by the Hong Kong Monetary Authority, a Registered Institution under the Securities and Futures Ordinance of Hong Kong (Cap. 571), and registered with the Securities and Futures Commission (SFC) to carry on Types 1, 4, 6 and 9 regulated activities in Hong Kong (SFC CE Reference: AAF564). BNP Paribas, acting through its Singapore branch (UEN/Registration No: S71FC2142G), is a licensed bank regulated by the Monetary Authority of Singapore. BNP Paribas Wealth Management is the business line name for the Wealth Management activity conducted by BNP Paribas. “BNP Paribas Wealth Management” (UEN/Registration No 53347235X) is a business name registered in Singapore under the Business Names Registration Act 2014.
This document is produced for general information only and should not be used as sole reference for entering into any specific transaction, and the information and opinions contained herein should not be relied upon as authoritative or taken in substitution for the exercise of judgment by any recipient or the seeking of independent professional advice (such as financial, legal, accounting, tax or other advice) by any recipient. This document is not intended to be an offer or a solicitation to buy or to sell or to enter into any transaction. In addition, this document and its contents is not intended to be an advertisement, inducement or representation of any kind or form whatsoever. BNP Paribas reserves the right (but is not obliged) to vary the information in this document at any time without notice and, save to the extent provided otherwise in Clause 6.5 of BNP Paribas Wealth Management’s Terms and Conditions (“T&Cs”) applicable to your account, BNP Paribas shall not be responsible for any consequences arising from such variation.
The terms set forth herein are intended for discussion purposes only and are subject to the final expression of the terms of the transaction, if the investor decides to proceed with the transaction. It does not represent (a) the actual terms on which a transaction would be entered into, (b) the actual terms on which any existing transactions could be unwound, (c) the calculation or estimate of an amount that would be payable following an early termination of the transactions, or (d) the actual valuations given to the transactions by BNP Paribas in its books of account for financial reporting. The final terms of the transaction will be set forth in the final term sheet, any applicable agreement and/or confirmation. Please also refer to the disclaimer statements contained in the relevant documents, and disclosure and other important information concerning our fees, charges and/or commissions as set out in the Fee Schedule.
Although the information and opinions provided herein may have been obtained or derived from published or unpublished sources considered to be reliable and while all reasonable care has been taken in the preparation of this document, BNP Paribas does not make any representation or warranty, express or implied, as to its accuracy or completeness and, save to the extent provided otherwise in Clause 6.5 of the T&Cs applicable to your account, BNP Paribas shall not be responsible for any inaccuracy, error or omission. All analysis, estimates and opinions contained in this document constitute BNP Paribas’ own judgments as of the date of this document, and such expressions of opinion are subject to change without notice. Information provided herein may contain forward-looking statements. The words "believe", "expect", "anticipate", "project", "estimate", "predict", "is confident", "has confidence" and similar expressions are also intended to identify forward-looking statements. These forward-looking statements are not historical facts but based on the current beliefs, assumptions, expectations, estimates, and projections of BNP Paribas in light of the information presently available, and involve both known and unknown risks and uncertainties. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond control and are difficult to predict. Consequently, actual results could differ materially from those expressed, implied or forecasted in these forward looking statements. Investors should form their own independent judgment on any forward-looking statements and seek their own advice from professional advisers to understand such forward-looking statements. BNP Paribas does not undertake to update these forward looking statements. Where investors take into account any theoretical historical information regarding the performance of the product/investment, investors should bear in mind that any reference to past performance should not be taken as an indication of future performance. BNP Paribas is not giving any warranties, guarantee or representation as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit of any investment/transaction. Save to the extent provided otherwise in Clause 6.5 of the T&Cs applicable to your account, no BNP Paribas group company or entity therefore accepts any liability whatsoever for any loss arising, whether direct or indirect, from the use of or reliance on this document or any part of the information provided.
Structured transactions are complex and may involve a high risk of loss including possible loss of the principal invested. If any product mentioned in this document is a structured product which involves derivatives, do not invest in it unless you fully understand and are willing to assume the risks associated with it. If you are in any doubt about the risks involved in any product/transaction, you should seek independent professional advice.
Prior to entering into any transaction, each investor/subscriber should fully understand the terms, conditions and features of the product/investment as well as the risks, the merits and the suitability of entering into any transaction/investment including any market risk associated with the issuer, and consult with their own independent legal, regulatory, tax, financial and accounting advisors before making the investment. Investors/subscribers should fully understand the features of the investment, be financially able to bear a loss of their investment and be willing to accept all risks involved. Save as otherwise expressly agreed in writing, (a) where BNP Paribas does not solicit the sale of or recommend any financial product to the investor/subscriber, BNP Paribas is not acting as financial adviser of the investor/subscriber in any transaction, and (b) in all cases, BNP Paribas is not acting as fiduciary of the investor/subscriber with respect to any transaction.
BNP Paribas Agility Co-Invest Fund 2 S.L.P. is a French professional specialized fund incorporated as a limited partnership (fonds professionnels spécialisé prenant la forme d’une société en commandite simple dénommée société de libre partenariat) (hereinafter “BNPP Agility 2”). The General Partner of BNPP Agility 2 is BNPP Agility Co-Invest 2 GP, a French private limited liability company (société par actions simplifiée unipersonnelle). BNP Paribas Asset Management Europe, a French private limited company (société par actions simplifiée unipersonnelle) has been appointed as the Alternative Investment Fund Manager (AIFM) of BNPP Agility 2.
An investment in BNPP Agility 2 shall be conditioned upon the reading and understanding of the Issuing Document which describes the rights and obligations of the investors. Therefore, prospective subscribers should not rely on any other information not contained in such Issuing Document.
Under no circumstances will BNPP Agility 2, BNPP Agility Co-Invest 2 GP, BNP Paribas Asset Management Europe, BNP Paribas or any entity of the BNP Paribas group, pay or reimburse any current or future taxation in the subscribers’ country of origin, residence, domiciliation or wherever subsequent to the subscription, holding, conversion, sale or liquidation of ordinary shares in BNPP Agility 2. The subscriber will be responsible for such payment or reimbursement.
No measures have been, or will be, taken in any country or territory for the purposes of allowing a public offering of the investment described in this document, or the holding or distribution of any document relating to this investment. These ordinary shares are not recommended by any federal or state securities commission or by any other regulatory authority.
Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. BNP Paribas, BNPP Agility Co-Invest 2 GP and BNP Paribas Asset Management Europe mentioned above are separate legal entities and none of them is representing or acting as an agent for the other.
Generally, please take note that various potential and actual conflicts of interest may arise from the overall investment activities or the roles of the parties involved in any investment product or transaction, their investment professionals and/or their affiliates. In particular, the fund house/provider or its related entities or affiliates can offer or manage other investments which interests may be different to the interest of your investments in that fund or transaction; or for cases where the fund house / provider is BNP Paribas or its related entity or affiliate, BNP Paribas may also act as distributor of the same fund. BNP Paribas may provide investment banking, commercial banking or financial advisory services to the portfolio companies of BNPP Agility 2 and therefore BNP Paribas’ interests may be contrary to those of the subscribers of BNPP Agility 2 . Where BNP Paribas retains custody of your assets, BNP Paribas has arrangements and additional safeguards in place on custody of your assets to mitigate any potential conflicts of interest in this regard.
BNP Paribas and/or persons associated or connected with it may effect or have effected a transaction for their own account in a product/an investment described in this document or any related product before or after this document is published. On the date of this document, BNP Paribas and/or persons associated or connected with it and their respective directors and/or representatives and/or employees may take proprietary positions and may have a long or short position or other interests or make a market in a product mentioned in this document, or in derivative instruments based thereon, and may purchase and/or sell the investment(s) at any time in the open market or otherwise, whether as principal or as agent or as market maker. Additionally, BNP Paribas and/or persons associated or connected with it may have within the previous twelve months acted as an investment banker or may have provided significant advice or investment services to the companies or in relation to a product mentioned in this document.
This document is confidential and intended solely for the use of BNP Paribas and its affiliates, their respective directors, officers and/or employees and the persons to whom this document has been delivered. It may not be distributed, published, reproduced or disclosed by any recipient to any other person, nor may it be quoted or referred to in any document, without the prior written consent of BNP Paribas.
This document is not for distribution to US Persons and US Persons are not eligible to apply to become Shareholders in BNPP Agility 2. The ordinary shares in BNPP Agility 2 will be offered and sold only outside the United States to persons who are not US Persons, in accordance with Regulation S. There is no obligation on the part of any person to register the ordinary shares of BNPP Agility 2 under the United States Securities Act or any securities law of any state of the United States, and no such registration is planned. The ordinary shares of BNPP Agility 2 are subject to limitations on transfer as set forth in the Issuing Document of BNPP Agility 2. The ordinary shares of BNPP Agility 2 may not be transferred or resold except as permitted under the United States Securities Act and the applicable securities laws of the states of the United States pursuant to registration or exemption therefrom.
Hong Kong: This document is distributed in Hong Kong by BNP Paribas, acting through its Hong Kong branch only to Professional Investors within the meaning of Part I of Schedule 1 to the Securities and Futures Ordinance of Hong Kong (Cap. 571). The products or transactions described in this document may not be authorised in Hong Kong and may not be available to Hong Kong investors.
Singapore: This document is distributed in Singapore by BNP Paribas, acting through its Singapore branch only to Accredited Investors within the meaning of the Securities and Futures Act 2001 only and is not intended for investors in Singapore who are not such Accredited Investors and should not be passed on to any such persons. Some products or transactions described in this document may not be authorised in Singapore and may not be available to Singapore investors.
Thailand: This document has not been registered or filed with the Office of the Securities and Exchange Commission of Thailand. This document and any other information in connection with the offer or sale, or invitation for subscription or purchase, of this product, may only be circulated or distributed by an entity as permitted by applicable laws and regulations. Neither BNP Paribas S.A. nor any of its affiliates outside Thailand have any intention to solicit your investment or subscription in such product, and any such solicitation or marketing will be made by an entity permitted to do so by applicable laws and regulations. Neither BNP Paribas S.A. nor any of its affiliates outside Thailand is licensed to carry out securities offering or securities business activities in Thailand.
Where this document is distributed by BNP Paribas to a person in Singapore who is not an Accredited Investor, Expert Investor or an Institutional Investor, BNP Paribas, acting through its Singapore branch accepts legal responsibility for the contents of this document to such person only to the extent required by applicable law.
Save to the extent provided otherwise in Clause 6.5 of the T&Cs applicable to your account, information in this document is for general circulation to the intended recipients only and is not intended to be a recommendation or investment advice to recipients hereof. A recipient of this document should seek advice from its/his/her own professional adviser regarding the suitability of the products or transactions (taking into account the recipient's specific investment objectives, financial situation and particular needs) as well as the risks involved in such products or transactions before a commitment to purchase or enter into any product or transaction is made.
Where this document includes a reference to real estate, please note that real estate service offered in Hong Kong by BNP Paribas, acting through its Hong Kong branch exclusively relates to real estate properties outside Hong Kong. Specifically, BNP Paribas, acting through its Hong Kong branch is not licensed to deal with any real estate property situated in Hong Kong. BNP Paribas, acting through its Singapore branch is not licensed to and does not offer real estate service, and nothing herein should be construed as such.
BNPP clients and counterparties are responsible for ensuring that they comply with applicable provisions of Executive Order (EO) 13959, as amended (and any subsequent official guidance). For the full details of the EO, you may want to consult the following websites: For the EO itself, https://home.treasury.gov/system/files/126/13959.pdf, and for the latest guidance on this EO provided by the OFAC, https://home.treasury.gov/policy-issues/financial-sanctions/recent-actions.
By accepting this document, you agree to be bound by the foregoing limitations.
In case there is a Chinese version and there is any ambiguity or difference of meaning between the English and the Chinese versions, the English version shall prevail. In respect of any transactions or arrangement with BNP Paribas, acting through its Singapore branch, the English version is the only operative version and the Chinese version shall be disregarded.
You may contact BNP Paribas, acting through its Singapore branch at 10 Collyer Quay, #35-01 Ocean Financial Centre, Singapore 049315; Tel: (65) 6210 3888; Fax: (65) 6210 3861 in respect of any matters arising from, or in connection with, this document. This paragraph does not apply to you if you are (a) not resident in Singapore and you are (b) served by a Relationship Manager in Hong Kong. If you satisfy (a) and (b), you may contact BNP Paribas, acting through its Hong Kong branch at 63/F Two International Finance Centre, 8 Finance Street, Central, Hong Kong; Tel: (852) 2909 8888, in respect of any matters arising from, or in connection with, this document.
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