Company Registrar

Disclaimer

IMPORTANT: YOU MUST READ THE FOLLOWING DISCLAIMER BEFORE CONTINUING. ELECTRONIC VERSIONS OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY RIVER AND MERCANTILE UK MICRO CAP INVESTMENT COMPANY LIMITED (THE “COMPANY”) IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.

THE INFORMATION CONTAINED ON THIS WEBSITE (OR ANY WEBSITE TO WHICH THIS WEBSITE HAS HYPERTEXT LINKS) DOES NOT CONSTITUTE A PUBLIC OFFER OF SECURITIES FOR SALE IN ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM), THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. ALL INFORMATION CONTAINED HEREIN IS CONFIDENTIAL AND IS BEING PROVIDED BY THE COMPANY TO YOU AND MAY NOT BE PASSED ON TO OTHER INDIVIDUALS OR ENTITIES.

THE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES OR PERSONS RESIDENT OR LOCATED IN, ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

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.

Viewing the materials to which you are seeking access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. Any persons who wish to view the materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

By accessing this website you are representing to the Company and its advisers that you are at least 18 years old and resident in the United Kingdom, or that you are a duly authorised representative of a trust or company which is resident in the United Kingdom and which is not prevented by the laws applicable to it from applying for or holding redeemable ordinary shares of no par value in the capital of the Company (the “Shares”).

By accessing this website you are also representing to the Company and its advisers that you are not: (i) located in the United States and are not acting on behalf of a person located in the United States, nor purchasing with a view to re-sale in the US, and that you are not an employee benefit plan subject to the United States Employee Retirement Income Security Act of 1974 and the regulations promulgated thereunder (in each case as amended) (“ERISA”) or similar US laws or an individual retirement account as defined in section 408 of the US Internal Revenue Code; or (ii) a resident of any member state of the EEA (other than the United Kingdom), Australia, Canada, Japan, the Republic of South Africa or a jurisdiction where the extension of availability of the materials to which you are seeking access would breach any applicable law or regulation, and that you will not: (x) offer, sell, renounce, transfer or deliver, directly or indirectly, any Shares subscribed for by you in any member state of the EEA (other than the United Kingdom), the United States, Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction in which such offers or sales are unlawful (“Excluded Territories”) or to any resident of any member state of the EEA (other than the United Kingdom), Australia, Canada, Japan, the Republic of South Africa or any Excluded Territories, or: (y) release or otherwise forward, distribute or send any materials on this website in or into of any member state of the EEA (other than the United Kingdom), the United States, Australia, Canada, Japan, the Republic of South Africa or any Excluded Territories.

IF YOU ARE NOT PERMITTED TO VIEW THE MATERIALS ON THIS WEBSITE, OR ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS, PLEASE EXIT THIS WEBPAGE AND SEEK INDEPENDENT LEGAL ADVICE.

These Shares will be offered only outside of the United States, pursuant to the provisions of Regulation S of the U.S. Securities Act of 1933, as amended (the “Securities Act”). These Shares will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of the U.S. Investment Company Act of 1940, as amended. In addition, relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) of any province of any member state of the EEA (other than the United Kingdom), Australia, Canada, Japan, the Republic of South Africa or any Excluded Territories and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the Shares may be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in any member state of the EEA (other than the United Kingdom), Australia, Canada, Japan, the Republic of South Africa or any Excluded Territories.

The contents of this website are not a financial promotion and none of the contents of this website constitute an invitation or inducement to engage in investment activity. If and to the extent that this website or any of its contents are deemed to be a financial promotion, the Company is relying on the exemption provided by Article 69 of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005/1529 in respect of section 21 of the Financial Services and Markets Act 2000.

The materials to which you are seeking access have been made available in an electronic form. You are reminded that materials transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the Company, nor any of its affiliates, directors, officers or agents, accepts any liability or responsibility whatsoever in respect of any difference between the materials distributed to you in electronic format and any hard copy versions. By accessing the linked materials, you consent to receiving them in electronic form.

You are responsible for protecting against viruses and other destructive items. Your receipt of the materials via electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that the materials received are free from viruses and other items of a destructive nature.

PLEASE SELECT YOUR COUNTRY FROM THE LIST BELOW TO CONFIRM THAT:

• YOU HAVE READ, UNDERSTOOD AND AGREE TO THE ABOVE;
• YOU ARE NOT LOCATED IN THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE ACCESSING THIS WEBSITE MAY BE PROHIBITED BY LAW;
• YOU ARE NOT A RESIDENT OF, OR LOCATED IN, ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY EXCLUDED TERRITORY; AND
• YOU ARE NOT INVESTING OR OTHERWISE ACTING FOR THE ACCOUNT OR BENEFIT OF A PERSON LOCATED IN THE UNITED STATES OR A RESIDENT OF, OR ANY PERSON LOCATED IN ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY EXCLUDED TERRITORY.

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