Press release
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Aquila Holdings ASA Date/time 27.05.2025, 14:30:00 MessageID 647703 IssuerID AQUIL Instrument AQUIL Market Euronext Expand Category ADDITIONAL REGULATED INFORMATION REQUIRED TO BE DISCLOSED UNDER THE LAWS OF A MEMBER STATE Share message Aquila Holdings – Acquisition of Fjord Defence, Strategic Repositioning as a Defence Compounder, and NOK 60m Private Placement NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. Oslo, 27 May 2025 Aquila Holdings ASA (“Aquila” or the “Company”) has today entered into an agreement to acquire 99% of the shares in Fjord Defence AS (“Fjord Defence”), a fast-growing niche provider of equipment to the global defence industry, from AS Saturn, Cubic Invest AS, GKI AS, Hugin Management AS and Trigger AS (the “Acquisition”). The shareholders owning the remaining 1% of Fjord Defence will be given the opportunity to sell their shares to Aquila on identical terms as the other sellers prior to completion of the Acquisition. The Acquisition will result in Fjord Defence’s shareholders holding approx. 38% of the outstanding shares in Aquila (adjusted for Aquila's holding of treasury shares). Subject to completion of the Acquisition, Aquila will reposition the Mandatory noti cations OAM announcement Show advanced searchSearch issuer/ticker
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Company as a “compounder” seeking to acquire and develop fast-growing, profitable, and well-run companies in the defence industry. As part of the repositioning, the Company's board of directors (the “Board”) will propose to change the name of Aquila to “Fjord Defence Group ASA”, and Fjord Defence founder, chairman, and shareholder Jon Asbjørn Bø will be appointed CEO of the Company. In connection with the Acquisition, Aquila is pleased to announce the successful placing of an equity private placement raising gross proceeds of NOK 60 million (the “Private Placement”), with the aim of strengthening the shareholder base with solid, long-term shareholders who are supportive of the new strategy and direction of the Company. Aquila has made an updated company presentation available on its website www.aquilaholdings.no with further information on the Acquisition, Fjord Defence, the new management team (see below), and the Private Placement. Jon Asbjørn Bø, founder and chairman of Fjord Defence and incoming CEO of the Company, comments: “Since we founded Fjord Defence in 2017, we have grown the company into a renowned supplier to the global defence industry, poised to deliver revenues exceeding NOK 100 million with attractive margins in 2025. While we have received a competing cash bid for our company, we strongly believe we are in the early days of a multi-decade supercycle. Therefore, we saw a very interesting value creation opportunity in being part of creating a listed defence compounder company positioned to acquire attractive small and medium sized companies as partners to their existing owners and management teams and supercharge their growth. We look forward to work with the other shareholders of Fjord Defence Group to deliver on this potential.” ABOUT FJORD DEFENCE Fjord Defence was founded in October 2017 and is a niche supplier of equipment to the defence industry, including tripods and weapons mounts for ground applications; modular and light weight weapon mounts for vehicles, pedestals, gun wales and weapon mounts for maritime applications, as well as miscellaneous weapon accessories. The company has a strong portfolio of products with a proprietary recoil dampening mitigation system, which allows for a consistent rate of firing, lowest possible disturbance torque acting on the system during firing, improving precision and weapon functioning even when firing in high elevation angles. The company’s products combine robust design with light weight and satisfies all relevant military and NATO standards. Fjord Defence has delivered strong financial growth, from having no products and no revenue at its inception in 2017, to delivering NOK 87 million revenue and NOK 14.3 million EBIT in 2024, with revenue expected to increase to more than NOK 100 million in 2025. The expected revenue growth is supported by an order book at 1 January 2025 of NOK 84 million, up from NOK 25 million a year earlier. The company is capital light and has grown based on a NOK ~9 million shareholder loan and loans from commercial banks. Fjord Defence has a strong customer base, with 18 nations currently using Fjord Defence products, and with several long-term agreements with leading suppliers, including fighting and logistics vehicle suppliers. The company expects continued strong organic growth, supported by long-term contracts, with continued limited capital employed and EBITDA margins in the 15-20% range.
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THE ACQUISITION The Acquisition values Fjord Defence at an Enterprise Value (EV) of NOK 178,175,000, on a cash- and debt-free basis. Adjusted for net debt on the agreed locked-box balance sheet date 31 March 2025, the agreed purchase price for 100% of the shares in Fjord Defence is NOK 170,175,000 (the “Purchase Price”). The Purchase Price will be settled by Aquila as follows: • Approx. NOK 30 million of the Purchase Price will be settled in cash (the “Cash Consideration”), to be financed partly by drawing on the Company's new term loan and partly through the Private Placement as further discussed below; and • the remaining part of the Purchase Price of approx. NOK 140 million will be settled by the Company issuing 173,195,552 new shares (the “Consideration Shares”) to the sellers at a subscription price of NOK 0.80 per Consideration Share (equal to the Offer price, as defined below), to be increased to a total of 175,187,968 Consideration Shares upon agreement with the remaining minority shareholders of Fjord Defence. Following the completion of the Acquisition and the Private Placement as further detailed below, the shareholders of Fjord Defence will hold approx. 38% of the total net outstanding shares in Aquila, adjusted for Aquila's holding of treasury shares. The Consideration Shares will be subject to a lock-up agreement, where 1/3 of the Consideration Shares will be released after 12, 24, 36 months, respectively, from the date of completion of the Acquisition. As part of the Acquisition, it has furthermore been agreed that the debt in Fjord Defence consisting of a NOK ~9 million shareholder loan shall be repaid following the completion of the Acquisition. The issuance of the Consideration Shares will be subject to approval by an extraordinary general meeting of the Company, expected to be held on or about 20 June 2025 (the “EGM”). In order to facilitate the subscription price of NOK 0.80 per Consideration Share (and Offer Share in the Private Placement), the Board will further propose that the EGM resolves a share capital decrease by reducing the par value of each share in Aquila from NOK 1.00 to NOK 0.70 (the “Share Capital Decrease”). Subject to the resolutions by the EGM and certain other customary conditions, the Acquisition is expected to be completed by the end of June 2025. Shareholders representing in aggregate approx. 71.76% of the votes in the Company have undertaken to vote in favour of the resolutions by the EGM. The Consideration Shares will be issued on a separate temporary ISIN pending approval by the Financial Supervisory Authority of Norway (the “NFSA”) and publication of a prospectus (the “Prospectus”) in accordance with the EU Prospectus Regulation (2017/1129) on prospectuses for securities and ancillary regulations, as implemented under Norwegian law (the “EU Prospectus Regulation”). The Consideration Shares will thus not be listed until the Prospectus has been approved by the NFSA, expected to take place by the end of Q3 2025, upon which the Consideration Shares will be transferred to the Company's ordinary listed ISIN and admitted to trading on Euronext Expand. STRATEGIC REPOSITIONING, RENAMING OF AQUILA TO FJORD DEFENCE GROUP ASA Following completion of the Acquisition, Aquila will reposition the
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company as a compounder in the defence industry, growing its revenue and profit through accretive acquisitions of fast-growing, profitable, and well-run companies within defence, and the continued organic development and revenue and profit growth of the portfolio companies. To further demonstrate the change of strategic direction, Aquila will be renamed “Fjord Defence Group ASA”. Aquila believes there are many small- and medium-sized companies supplying the defence industry which will experience strong growth in the coming decade, but also that realizing such growth requires substantial working capital which they may not be able to raise as privately owned companies. Aquila believes that there are many owners who would be willing to exchange their ownership for ownership in a stock-exchange listed compounder, enabling them to continue to participate in the expected strong growth in the industry, with improved access to growth capital. Aquila, Fjord Defence, and the new management team have identified and engaged in discussions with owners of several companies in the NOK 100 – 300 million revenue range, with potential for 2-3x growth in revenue and profits over the next 3-4 years. In executing the “Buy and Build” strategy of Fjord Defence Group, the Company will seek to acquire companies which fulfil the following selection criteria: • Well run with strong management team • History of profitability and growth • Strong growth outlook next decade • Small and medium companies with distinctive products • Not dependent on technology breakthrough to succeed Aquila's intention is to acquire such companies at valuations which would be accretive to the company, with a significant share of the settlement to be made in shares in the Company, and allow the companies to continue to operate as is, with access to growth capital and the public equity markets as well as to certain shared group functions. Aquila targets a total defence revenue of NOK ~2 billion in 3-4 years through a combination of organic growth of Fjord Defence, acquisitions, and continued organic growth of acquired companies. Aquila believes the outlook for such companies is exceptionally strong, as the growth in military and defence spending is just starting to impact the demand for products such as those delivered by Fjord Defence and many small- and medium sized peers. This means we may be in the early days of a 10-20 year demand upcycle driven by increased defence budgets and increased defence equipment spending. The legacy assets of Aquila, which consist of a multiclient library and an investment portfolio, will be held and managed for maximum value extraction. Aquila does not intend to invest further in the legacy assets, and view the legacy assets as a potential future liquidity reserve to be used for acquisitions or for capital distributions to shareholders, whichever may apply. CHANGES TO MANAGEMENT; SHARE REMUNERATION Following completion of the Acquisition and strategic repositioning of the group, the Company will strengthen its management through the appointment of Jon Asbjørn Bø, Fjord Defence founder and chairman, as CEO.
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Mr. Bø has had an extensive career in the defence supplier industry spanning more than 25 years, and has held executive roles in private and stock-exchange listed defence suppliers, including as President and CEO of Simrad Optronics (2005-2010), and in Rheinmetall’s (2010-2016) whereof two years as Executive Board Member in Rheinmetall’s Electronics division. In 2017, he founded Fjord Defence and has been instrumental in growing the company from inception. Mr. Bø will hold approx. 37.6 million shares in the Company following completion of the Acquisition. In addition, Øyvind Mølmann will assume the role as CFO of the Company. Mr. Mølmann has extensive experience as CFO and in executive finance roles in stock exchange listed and private companies. Mr. Lars Ørving Eriksen has acted as transaction advisor to Aquila pursuant to a consultancy agreement between the Company and Lighthouse Reef AS (100% owned by Mr. Eriksen) of 20 November 2023. As remuneration for these services, it has been agreed that Lighthouse Reef AS shall acquire 6,000,000 shares in Aquila from the Company's holding of treasury shares at a price of NOK 0.60 per share, with a total consideration of NOK 3.6 million (the “Share Remuneration”). After completion of the Share Remuneration, Aquila will hold 12,906,861 treasury shares. NEW DEBT FACILITIES In connection with the Acquisition, Aquila has secured three new debt facilities from Nordea, comprising a NOK 25 million term loan; an up to NOK 30 million M&A loan; and a NOK 30 million (20 + 10) overdraft facility: • The term loan will be drawn in connection with the Acquisition to partly finance the Cash Consideration of the Purchase Price. The term loan has a tenor of 5 years with linear amortization, and a competitive margin with quarterly interest payment. • The M&A loan has a 2 year availability, and a 5 year tenor from drawdown, and may be drawn in connection with future acquisition subject to certain conditions precedent related to such acquisition. • The overdraft facility has a NOK 20 million limit, with an additional NOK 10 million seasonal limit, and is subject to annual renewal. The seasonal overdraft has a 3 month availability. The term loan, the M&A loan and the overdraft facility are secured with a share pledge in material companies and pledge in all operational assets of the Aquila group, and a pledge in and subordination of shareholder loans and intra-group loans. The facilities agreements contain ordinary covenants linked to leverage, interest coverage and liquidity. THE PRIVATE PLACEMENT Aquila is further pleased to announce the successful placing of the Private Placement with the assistance of SpareBank 1 Markets AS as sole manager (the “Manager”). The Private Placement comprises the conditional allocation of 75,000,000 new shares in the Company (the “Offer Shares”), at a fixed subscription price of NOK 0.80 per Offer Share (the “Offer Price”), raising gross proceeds to the Company of NOK 60 million. The Offer Price represented a pre-money equity value of the Company of approx. NOK 173 million, based on a total of 215,784,106 shares outstanding (net of Aquila’s own holding of
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18,906,861 shares in treasury, prior to completion of the Share Remuneration). The Private Placement received strong interest from both new investors and existing shareholders, and was significantly oversubscribed. The net proceeds from the Private Placement will be used to partly finance the Cash Consideration of the Purchase Price in the Acquisition, settlement of the shareholder loan in Fjord Defence (NOK ~9 million), as well as for working capital and general corporate purposes. Conditional allocations of Offer Shares The following investors have conditionally been allocated Offer Shares at the Offer Price as follows: • Tigerstaden AS, which is represented on the Board by Ketil Skorstad, and associated companies, have been allocated 12,500,000 Offer Shares (NOK 10 million); and • Mr. Dennis Hardenbol has been allocated 6,250,000 Offer Shares (NOK 5 million).; Timeline and settlement Notification of conditional allocation of Offer Shares and payment instructions are expected to be issued by the Manager on or about 28 May 2025. The issuance of the Offer Shares is subject to approval by the EGM. For settlement purposes, the Private Placement is divided in two tranches: (i) Tranche 1 consisting of 46,938,193 Offer Shares, representing approx. 20% of the currently outstanding shares in the Company (the “Tranche 1 Shares”); and Tranche 2 consisting of 28,061,807 Offer Shares, representing approx. 12.0% of the currently outstanding shares in the Company (the “Tranche 2 Shares”). The Tranche 2 Shares will, together with the Consideration Shares (see above), be issued on a separate temporary ISIN pending approval by the NFSA and publication of the Prospectus. The Tranche 2 Shares will thus not be tradable until the Prospectus has been approved by the NFSA, expected to take place by the end of Q3 2025, upon which the Tranche 2 Shares will be transferred to the Company's ordinary listed ISIN and be tradeable on Euronext Expand. The Offer Shares allocated in the Private Placement are expected to be settled on a delivery versus payment (DvP) basis on or about 24 June 2025, subject to fulfilment of the Conditions (see below), facilitated by a pre- funding agreement (the “Prefunding Agreement”) to be entered into between the Company and the Manager. Following registration of the Share Capital Decrease and the share capital increases pertaining to the issuance of the Consideration Shares and the Offer Shares, the Company's share capital will be NOK 339,415,254.50, divided into 484,878,935 shares, each with a par value of NOK 0.70 (assuming that the maximum number of Consideration Shares are issued). Conditions for completion of the Private Placement The completion of the Private Placement by settlement of Offer Shares towards investors is conditional upon: (i) All corporate resolutions of the Company required to implement the Private Placement being validly made, including the EGM resolving the Share Capital Decrease and the
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issuance of the Consideration Shares and the Offer Shares (together, the “EGM Resolutions”); (ii) registration of the EGM Resolutions with the Norwegian Register of Business Enterprises; (iii) the issuance of the Offer Shares in the Norwegian Central Securities Depository, Euronext Securities Oslo (the “VPS”), (iv) the Prefunding Agreement having been entered into and remaining in full force and effect; and (v) the agreement relating to the Acquisition remaining in full force and effect (jointly, the “Conditions”). There can be no assurance that the Conditions will be satisfied. If the Conditions are not satisfied, the Private Placement may be revoked or suspended. The applicants further acknowledge that completion of the Acquisition is not a Condition for completion of the Private Placement. EQUAL TREATMENT CONSIDERATIONS AND POTENTIAL SUBSEQUENT OFFERING The Private Placement represents a deviation from the shareholders' preferential rights to subscribe for the Offer Shares. The Private Placement has been considered by the Board in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act and section 5-14 of the Norwegian Securities Trading Act, and the Board is of the opinion that it is in compliance with these requirements. The issuance of the Offer Shares is carried out as a private placement in order to inter alia strengthen the shareholder base to support the strategic repositioning of the Company and partly finance the Cash Consideration for the Acquisition. After careful consideration, the Board as further concluded that the Company's shareholders who did not participate in the Private Placement, or were not included in the wallcrossing phase, are not disadvantaged by the structure of the Private Placement. By structuring the equity raise as a private placement (with a potential Subsequent Offering, as defined below), the Company was able to attract such new investors, for the benefit of the Company and the existing shareholders, and to efficiently raise capital within the timeline for the Acquisition. The Board has further taken into consideration that the Company had the opportunity to raise significant funds quickly, while structuring the fundraising as a rights issue directed towards all shareholders would have entailed significant costs and taken several months to complete, likely at a significant discount to the trading price. A broader and public fundraising process on a private placement basis would also have taken more time and could potentially have jeopardized the opportunity available to the Company to raise funds quickly. Furthermore, the Board notes that the Offer Price represents a premium to the volume-weighted average price of the Company’s shares over the last 1, 3, and 6 months of 0.8%, 26% and 29%, respectively. On the basis of the above, and an assessment of the current equity markets as advised by the Manager, the Company's need for funding to finance parts of the Acquisition, deal execution risk, available alternatives, and the potential Subsequent Offering (see below), the Board is of the opinion that the waiver of the preferential rights inherent in the Private Placement is in the common interest of the Company and its shareholders. To mitigate the dilution of existing shareholders, the Board intends to carry out a subsequent offering of up to 12,500,000 new shares in the Company (equal to approx. NOK 10 million) at the Offer Price (the “Subsequent Offering”). Any such Subsequent Offering, if applicable and subject to applicable securities laws, will be directed towards existing shareholders in the Company as of 27 May 2025 (as registered in the VPS two trading days thereafter), who (i) were not included in the wall- crossing phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a
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jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. The Subsequent Offering is subject to (i) completion of the Private Placement (including approval by the EGM), (ii) necessary corporate approvals including the Board resolving to issue shares in the Subsequent Offering based on an authorisation to be proposed granted by the EGM, (iii) approval and publication of the Prospectus, and (iv) the prevailing market price of the Company's shares together with the corresponding trading volume following the Private Placement. The Board may decide that the Subsequent Offering shall not be carried out if the Company's shares trade at or below the subscription price in the Subsequent Offering (i.e. the Offer Price) at sufficient volumes. ADVISORS SpareBank 1 Markets AS is acting as sole financial advisor to Aquila in the Private Placement. Wikborg Rein Advokatfirma AS is acting as legal counsel to Aquila in connection with the Acquisition and the Private Placement. For more information please contact: Kristian Zahl, Interim CEO kristian.zahl@aquilaholdings.no +47 996 10 117 About Aquila Holdings Aquila Holdings ASA (“AQUIL”) is a Norwegian seismic multi-client and investment company listed on Euronext Expand. Aquila Holdings specializes in 3D ocean bottom node seismic multi-client data for near-field exploration. The company holds two key seismic multi-client assets, one in Norway and one in Egypt. Aquila Holdings also has an investment arm, with focus on investments in listed companies as well as companies expected to be listed. More information on www.aquilaholdings.no. * * * This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and Section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Kristian Zahl, CEO of Aquila at the date and time as set out above. IMPORTANT NOTICE These materials are not and do not form a part of any offer of securities for sale, or a solicitation of an offer to purchase, any securities of the Company in the United States or any other jurisdiction. Copies of these materials are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with
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applicable U.S. state securities laws. The Company does not intend to register any part of the Private Placement in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned herein will be made solely to “qualified institutional buyers” (QIBs) as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements under the Securities Act, as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended. In any EEA member state, this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive any offering of securities referred to in this announcement without an approved prospectus in such EEA member state. “EU Prospectus Regulation” means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures in any EEA member state). In the United Kingdom, this communication is only addressed to and is only directed at qualified investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). These materials are 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 communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. This communication contains forward-looking statements concerning future events, including possible issuance of equity securities of the Company. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this communication are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Actual events may differ significantly from any anticipated development due to a number of factors, including, but not limited to, changes in investment levels and need for the group's services, changes in the general economic, political, and market conditions in the markets in which the group operate, and changes in laws and regulations. Such risks, uncertainties, contingencies, and other important factors include the possibility that the Company will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this communication by such forward-looking statements. The Company does not make any guarantees that the assumptions underlying the forward-looking statements in this communication are free from errors. The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice. Each of the Company, the Manager and their respective affiliates expressly disclaims any obligation or undertaking to update, review, or
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revise any statement contained in this communication whether as a result of new information, future developments or otherwise, unless required by laws or regulations. The Manager is acting exclusively for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Manager nor its affiliates make any representation as to the accuracy or completeness of this announcement and none of them accepts any liability arising from the use of this announcement or responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.