Abu Dhabi and Riyadh: Americana Restaurants International Plc (“Americana Restaurants” or the “Company”), the largest out-of-home dining and quick service restaurant operator in the Middle East & North Africa and Kazakhstan, announces investor allocations and the revised timetable for its Initial Public Offering (“IPO” or the “Offering”) – the historic, first-of-its-kind concurrent dual listing on the Abu Dhabi Securities Exchange (“ADX”) and the Saudi Stock Exchange (the “Saudi Exchange”).
As announced on 24 November 2022, the final price for the shares to be sold in the Offering (the “Final Offer Price”) has been set at AED 2.62 per Share in the UAE and SAR 2.68 per Share in Saudi Arabia.
The concurrent bookbuilding process generated orders of approximately $105 billion (equivalent to AED 386 billion / SAR 394 billion) in aggregate from qualified institutional investors in a number of countries, including the UAE and Saudi Arabia (the “Institutional Offer”) and individuals and other investors in the UAE and Saudi Arabia (the “UAE Retail Offer” and the “KSA Retail Offer” respectively). The UAE Retail Offer and the KSA Retail Offer were oversubscribed by approximately 48.2x and 2.8x respectively, and the Institutional Offer was oversubscribed 65.5x, resulting in an aggregate oversubscription level of 58x. A total of 283,245 retail subscribers are participating in the Offering in Saudi Arabia.
Following the conclusion of the concurrent bookbuilding process, 80% of the Offering (2,021,671,944 ordinary shares) has been allocated to the Institutional Offer; 10% to the UAE Retail Offer (252,708,993 ordinary shares); and 10% to the KSA Retail Offer (252,708,993 ordinary shares). Americana Restaurants allocated a minimum of 1,000 Offer Shares to each subscriber in the UAE Retail Offer and a minimum of 892 Offer Shares to each subscriber in the KSA Retail Offer. The remaining Retail Offer Shares were allocated on a pro-rata basis for the UAE Retail Offer and based on an allocation factor of 0.01% for the KSA Retail Offer. Allocations for the Institutional Offer have been made in consultation with the Financial Advisors and the Joint Global Coordinators.
According to the updated Offering timetable, surplus subscription amounts (if any) will be refunded to retail investors in the UAE on 30 November 2022 and to retail investors in Saudi Arabia prior to 8 December 2022. The IPO will be concluded through a dual listing process on ADX and the Saudi Exchange, with admission of the Offer Shares to listing and trading now expected to be on 12 December 2022, subject to receiving all required regulatory approvals ("Admission").
Mr. Mohamed Ali Rashed Alabbar, Chairman of Americana Restaurants, commented:
“This is a proud day for all at Americana Restaurants, a testament to the immense value that has been created by the business since inception and, more recently, through its transformation journey. For the offering to be priced at the top of the range is a clear demonstration of the opportunity that we present to investors, and that was further proven by aggregate oversubscription of approximately 58x.
“We are looking forward to the next step of our growth journey and working towards future value creation. We are equally proud to have taken the final step towards a historic first-ever concurrent dual listing on ADX and the Saudi Exchange – further enhancing the depth and maturity of the UAE and Saudi capital markets. We look forward to welcoming our new shareholders in December.”
Adeptio AD Investments Ltd. (the "Selling Shareholder") will sell 2,527,089,930 existing ordinary shares in the Offering (the “Offer Shares”), each with a nominal value of AED 0.073 (equivalent to SAR 0.075), representing 30% of the Company's issued share capital. The net proceeds of the Offering will be received by the Selling Shareholder. Immediately following Admission, Americana Restaurants will have a free float of 33.97% of its issued share capital.
REVISED OFFERING TIMETABLE
Allocation of KSA Retail Offer
Allocation of Institutional Offer
28 November 2022
28 November 2022
Deadline for payment of subscription funds for the Institutional Offer for ADX shares
Deadline for payment of subscription funds for the Institutional Offer for Tadawul shares
30 November 2022
1 December 2022
SMS confirmation and refunds to UAE Retail investors
Refunds to KSA Retail investors
30 November 2022
Prior to 8 December 2022
Expected date of listing the Shares on ADX and the Saudi Exchange, subject to all required regulatory approvals
12 December 2022
All documents related to this transaction are available at www.americanarestaurants.com/ipo/.
INVESTOR / ANALYST ENQUIRIES
INDEPENDENT FINANCIAL ADVISOR
Rothschild & Co Middle East Limited
JOINT GLOBAL COORDINATORS AND FINANCIAL ADVISORS
First Abu Dhabi Bank PJSC
Goldman Sachs International
Morgan Stanley & Co. International plc
SNB Capital Company
JOINT BOOKRUNNERS AND UNDERWRITERS
First Abu Dhabi Bank PJSC together with FAB Capital
Goldman Sachs International together with Goldman Sachs Saudi Arabia
Morgan Stanley & Co. International plc together with Morgan Stanley Saudi Arabia
HSBC Bank Middle East Limited together with HSBC Saudi Arabia
EFG Hermes UAE Limited together with EFG Hermes UAE LLC
LEAD MANAGER & LISTING ADVISOR IN UAE
First Abu Dhabi Bank PJSC
LEAD MANAGER IN KSA
SNB Capital Company
First Abu Dhabi Bank PJSC (Lead Receiving Bank)
Abu Dhabi Islamic Bank PJSC
Al Maryah Community Bank LLC
Saudi National Bank (Lead Receiving Bank)
Al Rajhi Bank
Arab National Bank
FINANCIAL COMMUNICATIONS ADVISOR
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THIS ANNOUNCEMENT IS NOT AN ADVERTISEMENT AND NOT A PROSPECTUS AND NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN.
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. ANY OFFER TO ACQUIRE SHARES PURSUANT TO THE PROPOSED OFFERING WILL BE MADE, AND ANY INVESTOR SHOULD MAKE HIS INVESTMENT DECISION SOLELY ON THE BASIS OF THE INFORMATION THAT IS CONTAINED IN THE FORMAL OFFERING DOCUMENTS PUBLISHED BY AMERICANA RESTAURANTS INTERNATIONAL PLC (THE "COMPANY") IN CONNECTION WITH THE LISTING AND TRADING OF ITS ORDINARY SHARES ON THE SAUDI EXCHANGE ("TADAWUL") AND THE ABU DHABI SECURITIES EXCHANGE.
THIS DOCUMENT INCLUDES INFORMATION PROVIDED BY THE COMPANY IN THE ORDINARY COURSE OF COMMUNICATIONS OR AS PERMITTED IN COMPLIANCE WITH THE CAPITAL MARKET LAW OF THE KINGDOM OF SAUDI ARABIA (THE "CML"). THIS DOCUMENT IS ALSO IN COMPLIANCE WITH THE RULES AND REGULATIONS ISSUED BY THE CAPITAL MARKET AUTHORITY ("CMA") INCLUDING, BUT NOT LIMITED TO, THE MARKET CONDUCT REGULATIONS, THE RULES ON THE OFFER OF SECURITIES AND CONTINUING OBLIGATIONS ("OSCOS"), THE SECURITIES BUSINESS REGULATIONS AND THE CAPITAL MARKET INSTITUTIONS REGULATIONS AND THE APPLICATION FOR LISTING OF SECURITIES IN COMPLIANCE WITH THE LISTING RULES OF TADAWUL (COLLECTIVELY, TOGETHER WITH THE CML, THE "RULES AND REGULATIONS").
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR BACKGROUND PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE. NO RELIANCE MAY BE PLACED BY ANY PERSON FOR ANY PURPOSE ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ITS ACCURACY, FAIRNESS OR COMPLETENESS. THE INFORMATION IN THIS ANNOUNCEMENT IS SUBJECT TO CHANGE. NEITHER THE COMPANY NOR FIRST ABU DHABI BANK PJSC ACTING IN CONJUNCTION WITH FAB CAPITAL, GOLDMAN SACHS INTERNATIONAL ACTING IN CONJUNCTION WITH GOLDMAN SACHS SAUDI ARABIA, MORGAN STANLEY & CO. INTERNATIONAL PLC ACTING IN CONJUNCTION WITH MORGAN STANLEY SAUDI ARABIA, SNB CAPITAL, HSBC BANK MIDDLE EAST LIMITED ACTING IN CONJUNCTION WITH HSBC SAUDI ARABIA AND EFG HERMES UAE LIMITED ACTING IN CONJUNCTION WITH EFG HERMES UAE LLC (TOGETHER, THE "BANKS") NOR ROTHSCHILD & CO MIDDLE EAST LIMITED OR THEIR RESPECTIVE AFFILIATES UNDERTAKE TO PROVIDE THE RECIPIENT OF THIS ANNOUNCEMENT WITH ANY ADDITIONAL INFORMATION, OR TO UPDATE THIS ANNOUNCEMENT OR TO CORRECT ANY INACCURACIES, AND THE DISTRIBUTION OF THIS ANNOUNCEMENT SHALL NOT BE DEEMED TO BE ANY FORM OF COMMITMENT ON THE PART OF THE COMPANY OR THE BANKS OR ROTHSCHILD & CO MIDDLE EAST LIMITED TO PROCEED WITH THE OFFERING OR ANY TRANSACTION OR ARRANGEMENT REFERRED TO THEREIN. THE CONTENTS OF THIS ANNOUNCEMENT ARE NOT TO BE CONSTRUED AS LEGAL, FINANCIAL OR TAX ADVICE.
THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OF SECURITIES OF THE COMPANY, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THE OFFER SHARES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR OFFERED IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE COMPANY HAS NOT REGISTERED AND DOES NOT INTEND TO REGISTER ANY PORTION OF THE OFFER SHARES UNDER THE SECURITIES ACT OR THE LAWS OF ANY STATE IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF ANY SECURITIES IN THE UNITED STATES. COPIES OF THIS ANNOUNCEMENT ARE NOT BEING, AND MAY NOT BE, DISTRIBUTED, FORWARDED OR OTHERWISE SENT, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES.
THIS ANNOUNCEMENT DOES NOT CONTAIN OR CONSTITUTE AN OFFER OF, OR THE SOLICITATION OF AN OFFER TO BUY, THE OFFER SHARES TO ANY PERSON IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR IN ANY JURISDICTION TO WHOM OR IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. THE OFFER AND SALE OF THE OFFER SHARES HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN. SUBJECT TO CERTAIN EXCEPTIONS, THE OFFER SHARES MAY NOT BE OFFERED OR SOLD IN AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY NATIONAL, RESIDENT OR CITIZEN OF AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN. THERE WILL BE NO PUBLIC OFFER OF THE OFFER SHARES IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN.
IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), THIS COMMUNICATION IS ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES OF THE EEA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (AS AMENDED) ("QUALIFIED INVESTORS").
IN THE UNITED KINGDOM, THIS COMMUNICATION IS ONLY ADDRESSED TO AND DIRECTED AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (AS AMENDED), WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, WHO ARE ALSO: (I) PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (III) ARE OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (I), (II) AND (III) TOGETHER BEING "RELEVANT PERSONS").
THIS COMMUNICATION MUST NOT BE ACTED OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS AND (II) IN ANY MEMBER STATE OF THE EEA BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES (I) IN THE UNITED KINGDOM IS AVAILABLE ONLY TO, AND MAY BE ENGAGED IN ONLY WITH, RELEVANT PERSONS; AND (II) IN ANY MEMBER STATE OF THE EEA IS AVAILABLE ONLY TO, AND MAY BE ENGAGED ONLY WITH, QUALIFIED INVESTORS.
THIS ANNOUNCEMENT IS BEING DISTRIBUTED SUBJECT TO THE PROVISIONS OF THE RULES ON THE OFFER OF SECURITIES AND CONTINUING OBLIGATIONS ("OSCOS") ISSUED BY THE CMA, AND SHOULD NOT RESULT IN ANY BINDING UNDERTAKINGS TO ACQUIRE SHARES OR SUBSCRIBE IN THE OFFERING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND UNDER NO CIRCUMSTANCES SHALL CONSTITUTE AN OFFER OR INVITATION, OR FORM THE BASIS FOR A DECISION, TO INVEST IN ANY SECURITIES OF THE COMPANY. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. INVESTORS MAY ONLY SUBSCRIBE IN THE OFFER SHARES ON THE BASIS OF THE CMA APPROVED ARABIC LANGUAGE PROSPECTUS AND THE SUPPLEMENT THEREOF, ISSUED AND PUBLISHED ON 31 OCTOBER 2022 AND 17 NOVEMBER 2022, RESPECTIVELY (OR THE PROSPECTUS APPROVED BY THE SECURITIES AND COMMODITIES AUTHORITY OF THE UNITED ARAB EMIRATES ("SCA"), DEPENDING ON THE LOCATION OF SUCH INVESTOR ISSUED AND PUBLISHED ON 2 NOVEMBER 2022) (THE "LOCAL PROSPECTUSES"). THE INFORMATION IN THIS ANNOUNCEMENT IS SUBJECT TO CHANGE. IN ACCORDANCE WITH ARTICLE 33(D) OF THE OSCOS, COPIES OF THE PROSPECTUSES ARE AVAILABLE ON THE WEBSITES OF THE COMPANY AT WWW.AMERICANAREST.COM, THE SAUDI EXCHANGE AT WWW.SAUDIEXCHANGE.SA, THE CMA AT WWW.CMA.ORG.SA AND EACH OF THE BANKS.
THIS ANNOUNCEMENT IS NOT AN OFFER DOCUMENT FOR THE PURPOSES OF THE OSCOS AND SHOULD NOT BE CONSTRUED AS SUCH. THE CMA AND THE SAUDI EXCHANGE DO NOT TAKE ANY RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT, DO NOT MAKE ANY REPRESENTATIONS AS TO ITS ACCURACY OR COMPLETENESS, AND EXPRESSLY DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY LOSS ARISING FROM, OR INCURRED IN RELIANCE UPON, ANY PART OF THIS ANNOUNCEMENT.
THIS DOCUMENT SHOULD NOT BE PUBLISHED BY YOU OR ANY OF YOUR ADVISORS.
THE CMA, SCA AND TADAWUL DO NOT TAKE ANY RESPONSIBILITY FOR THE CONTENTS OF THIS DOCUMENT, DO NOT MAKE ANY REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS, AND EXPRESSLY DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY LOSS ARISING FROM, OR INCURRED IN RELIANCE UPON, ANY PART OF THIS DOCUMENT.
ROTHSCHILD & CO MIDDLE EAST LIMITED, WHICH IS AUTHORISED AND REGULATED BY THE DUBAI FINANCIAL SERVICES AUTHORITY, IS ACTING FOR AMERICANA RESTAURANTS INTERNATIONAL PLC AND NO ONE ELSE IN RELATION TO THE TRANSACTION AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN AMERICANA RESTAURANTS INTERNATIONAL PLC FOR PROVIDING THE PROTECTIONS AFFORDED TO ITS CLIENTS NOR FOR PROVIDING ADVICE IN RELATION TO THE TRANSACTION.
THE BANKS ARE ACTING EXCLUSIVELY FOR THE COMPANY AND NO ONE ELSE IN CONNECTION WITH THE OFFERING, AND WILL NOT REGARD ANY OTHER PERSON (WHETHER OR NOT A RECIPIENT OF THIS DOCUMENT) AS THEIR RESPECTIVE CLIENTS IN RELATION TO THE OFFERING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO THEIR RESPECTIVE CLIENTS, NOR FOR PROVIDING ANY ADVICE IN RELATION TO THE OFFERING OR ANY TRANSACTION, MATTER, OR ARRANGEMENT REFERRED TO IN THIS ANNOUNCEMENT OR THE OFFERING DOCUMENTS PUBLISHED IN CONNECTION WITH THE OFFERING.
In the United Arab Emirates (outside of the financial free zones established pursuant to UAE Federal Law No.8 of 2004):
This document is strictly private and confidential and is being distributed to a limited number of investors/recipients and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. If you are in any doubt about the contents of this document, you should consult an authorised financial adviser. By receiving this document, the person or entity to whom it has been issued understands, acknowledges and agrees that this document has not been approved by or filed with the United Arab Emirates ("UAE") Central Bank, the Securities and Commodities Authority (the "SCA") or any other authorities in the UAE. No marketing of any financial products or services has been or will be made from within the UAE other than in compliance with the laws of the UAE and no subscription to any securities or other investments may or will be consummated within the UAE.
Securities may not be marketed, offered or sold directly or indirectly to the public in the UAE without the approval of the SCA. This document does not constitute a public offer of securities in the UAE in accordance with the Federal Commercial Companies Law, No. 2 of 2015 (as amended or replaced from time to time) or otherwise.
This document may be distributed in the UAE only to “professional investors” (as defined in SCA Board of Directors’ Chairman Decision No.13/R.M of 2021 (as amended from time to time)) and may not be provided to any person other than the original recipient.
Nothing contained in this document is intended to constitute investment, legal, tax, accounting or other professional advice. This document is for your information only and nothing in this document is intended to endorse or recommend a particular course of action. Any person considering acquiring securities should consult with an appropriate professional for specific advice rendered based on their respective situation.
In the Dubai International Financial Centre:
This document relates to an offer ("Offer") which is not subject to any form of regulation or approval by the Dubai Financial Services Authority ("DFSA").
The DFSA has not approved this document nor has any responsibility for reviewing or verifying any document or other documents in connection with this the Offer. Accordingly, the DFSA has not approved this document or any other associated documents nor taken any steps to verify the information set out in this document, and has no responsibility for it.
The Offer has not been offered and will not be offered to any persons in the Dubai International Financial Centre except on that basis that an offer is:
i. an “Exempt Offer” in accordance with the Markets Rules (MKT) module of the DFSA Rulebook; and
ii. made only to persons who meet the “Deemed Professional Client” criteria set out in the Conduct of Business (COB) Module of the DFSA Rulebook (the "COB Module").
This document must not, therefore, be delivered to, or relied on by, any other type of person.
The Offer to which this document relates may be illiquid and/or subject to restrictions on its resale. Prospective purchasers should conduct their own due diligence on the Offer.
The DFSA has not taken steps to verify the information set out in this document, and has no responsibility for it. If you do not understand the contents of this Offer or are unsure whether the securities to which this Offer relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial adviser.
This communication is only addressed to and is only directed at “Deemed Professional Clients” as defined in the DFSA Rulebook, COB Module. This communication is not directed at Retail Clients as defined in the COB Module.
In the Abu Dhabi Global Market (ADGM):
This document relates to an offer ("Offer") which is not subject to any form of regulation or approval by the Financial Services Regulatory Authority ("FSRA").
The FSRA has not approved this document nor has any responsibility for reviewing or verifying any document or other documents in connection with this the Offer. Accordingly, the FSRA has not approved this document or any other associated documents nor taken any steps to verify the information set out in this document, and has no responsibility for it.
The Offer Shares have not been offered and will not be offered to any persons in the ADGM except on the basis that an offer is: (i) an “Exempt Offer” in accordance with the FSRA Financial Services and Markets Regulations 2015 and Markets Rules; and (ii) made only to persons who meet the “Deemed Professional Client” criteria set out in the FSRA Conduct of Business Rulebook.
The FSRA has not taken steps to verify the information set out in this document, and has no responsibility for it. If you do not understand the contents of this Offer or are unsure whether the securities to which the Offer relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial adviser.
This communication is for distribution only to persons who are (a) Authorised Persons or Recognised Bodies (as such terms are defined in the ADGM Financial Services and Markets Regulations 2015 ("ADGM FSMR")), or (b) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 18 of the ADGM FSMR) 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” for the purposes of this paragraph). This communication is 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.