Before accessing the materials and information on this website, please read the following important information carefully.
We would like to draw your attention to the fact that the materials and information presented below may be subject to change or updating. Therefore, you should read them in full each time you visit this website.
THE MATERIALS AND INFORMATION DISPLAYED ON THIS WEBSITE ARE NOT SUBJECT TO, CAN NOT BE SUBMITTED FOR PURPOSES OF AND ARE NOT INTENDED FOR DISSEMINATION, ANNOUNCEMENT, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, ON THE TERRITORY OF THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY OTHER JURISDICTION, WHICH WOULD HAVE BEEN INFRINGING THE APPLICABLE LAW OR REQUIRES REGISTRATION.
The materials to which you have access concern or are related to: (1) the public offer of 53,2660,876 ordinary bearer shares series O with a nominal value of PLN 0.20 each ("Shares") issued by the company VISTULA GROUP S.A. with its registered office in Cracow ("Company"), addressed to the shareholders of BYTOM S.A. with its registered office in Cracow in connection with the merger of both companies ("Public Offer"), (2) applying for admission and introduction of up to 53,268,876 issued ordinary bearer shares series O to trading on the regulated market operated by the Warsaw Stock Exchange in Warsaw SA ("Admission").
On October 8, 2018, the Polish Financial Supervision Authority (KNF) approved the Company's information memorandum (the "Memorandum") prepared in connection with the Public Offering and the Admission. The memorandum remains valid for a period of 12 months from the date of its approval.
The Memorandum is the only legally binding offer document containing, for the needs of the Public Offer, information about the Company, the Company's shares (including the Offered Shares) and the Public Offer.
The memorandum along with any annexes and updates to the Memorandum has been published and will be available in electronic form on the Company's website (www.vistulagroup.pl) and on the website of the investment company of Dom Maklerski BOŚ S.A. (www.bossa.pl). The Memorandum is the only legally binding offer document containing, for the purposes of the Public Offer and Admission, information about the Company, Company Shares, Public Offering and Admission.
The materials published on this website include the Memorandum and any annexes and updates to the Memorandum (after their preparation and publication) and information that is of a promotional character and it is used for the purposes of the Public Offer and Admission, or they constitute information disclosed by the Company to the public as part of compliance by the Company with information obligations arising from applicable laws and regulations.
These materials do not constitute an offer to sell securities in the United States of America, Canada, Japan, Australia or any other jurisdiction where it would constitute a breach of applicable law or require registration, notification or authorization. Securities may not be sold in the United States unless they are registered by the United States Securities and Exchange Commission or exempt from registration under the relevant provisions of the US Securities Act of 1933, as amended (US Securities Act of 1933, the "American Securities Act"). The Company's securities have not been and will not be registered in accordance with the provisions of the US Securities Act and may not be offered or sold in the United States of America, unless as part of a registration exemption or as part of a non-registration transaction under the US Law on Securities.
Neither the Memorandum nor the securities of the Company covered by it were and will not be subject to registration, approval or notification in any country except the Republic of Poland, in particular in accordance with the legal provisions issued under Directive 2003/71 / EC of the European Parliament and the Council, as amended, and they cannot be offered or sold outside the Republic of Poland (including in other European Union countries, the United States of America, Canada, Japan and Australia), unless in a given country such offer or sale could be made in accordance with the law without the need to comply any additional legal requirements by the Company and its advisers. Each investor residing or having its registered office outside the Republic of Poland should become familiar with the relevant provisions of Polish law and the regulations of other countries that may apply to it in connection with the acquisition of the Company's Shares.
WE INFORM THAT THE MATERIALS AND INFORMATION TO WHICH YOU ARE GETTING ACCESS TO AND THE USE OF THEM: (I) ARE SUBJECT TO THE TERMS DESCRIBED ABOVE, (II) ARE INTENDED FOR PERSONS / ENTITIES WHICH RESIDE ON AND ACCESS THIS WEBSITE FROM THE TERRITORY OF POLAND, (III) THEY ARE CONFERRED NEITHER TO PEOPLE DEFINED AS "US PERSON " NOR FOR PERSONS / ENTITIES WHO ACT FOR AND ON BEHALF OF THE PERSONS DEFINED AS " U.S. PERSON" IN ACCORDANCE WITH THE DEFINITION CONTAINED IN REGULATION S ISSUED UNDER THE AMERICAN ACT ON SECURITIES, (IV) ARE NOT CONFERRED TO PEOPLE / ENTITIES HAVING A PLACE OF RESIDENCE OR HEADQUARTERS IN CANADA, JAPAN OR AUSTRALIA OR IN THE AREA UNDER ANOTHER JURISDICTION WHERE ACCESS TO THE MATERIALS AND INFORMATION CONTAINED IN THIS WEBSITE WOULD HAVE BEEN INFRINGEMENT OF THEIR LAW OR WOULD REQUIRE REGISTRATION, NOTICE OR ANY AUTHORIZATION IN THIS JURISDICTION.
We would like to point out that browsing and access to these materials in violation of the above-mentioned conditions may constitute a violation of legal provisions regulating trading in securities, in particular in Poland and the United States of America.