IMPORTANT: You must read and agree with the terms and conditions of the following disclaimer before continuing. The following disclaimer applies to all documentation (the “Restructuring Plan Documents”) uploaded to this website (“the “Plan Website”) from time to time in connection with the restructuring plan proposed by Hong Kong Airlines Limited (the “Company”) and you are therefore required to read this disclaimer carefully before reading, accessing or making any other use of any of the Restructuring Plan Documents. By accessing this Plan Website and the Restructuring Plan Documents uploaded hereto you acknowledge that you have read and agreed to the following terms and conditions, including any modifications to them from time to time. Capitalised terms used but not otherwise defined in this disclaimer shall have the meanings given to them in the practice statement letter as uploaded to this Plan Website on 27 September 2022.
THE RESTRUCTURING PLAN DOCUMENTS CONCERN MATTERS WHICH MAY AFFECT YOUR LEGAL RIGHTS AND ENTITLEMENTS AND YOU SHOULD TAKE APPROPRIATE LEGAL ADVICE ON THEIR CONTENTS.
THE RESTRUCTURING PLAN DOCUMENTS DO NOT CONSTITUTE OR FORM PART OF A RECOMMENDATION REGARDING ANY SECURITIES OR AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES. NONE OF THE SECURITIES REFERRED TO IN THE RESTRUCTURING PLAN DOCUMENTS (THE “PLAN SECURITIES”) MAY BE SOLD, ISSUED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF ANY APPLICABLE LAW. NONE OF THE RESTRUCTURING PLAN DOCUMENTS, NOR ANY COPIES THEREOF, MAY BE TAKEN OR TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES, OTHER THAN TO QUALIFIED INSTITUTIONAL BUYERS (“QIB”) UNDER RULE 144A OR TO AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) THAT IS AN INSTITUTION.
None of the information contained in the Restructuring Plan Documents constitutes an offer to sell, or the solicitation to buy, any securities in the United States. The Plan Securities have not been, and will not be, registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered or sold, directly or indirectly, into the United States unless the securities are so registered or an exemption from the registration requirements is available.
THE RESTRUCTURING PLAN DOCUMENTS MAY NOT BE FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE RESTRUCTURING PLAN DOCUMENTS, IN WHOLE OR IN PART, IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT AND/OR ANY APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU ARE UNABLE TO CONFIRM THE REPRESENTATIONS SET FORTH BELOW OR HAVE GAINED ACCESS TO THE PLAN WEBSITE OR ANY OF THE RESTRUCTURING PLAN DOCUMENTS CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT ELIGIBLE TO RECEIVE OR REVIEW THE RESTRUCTURING PLAN DOCUMENTS AND SHOULD REFRAIN FROM ACCESSING, RELYING OR ACTING ON THEM IN ANY WAY.
Confirmation of Your Representation: By proceeding to access the Plan Website and the Restructuring Plan Documents, you confirm that:
- you are not a person to whom it is unlawful to send the Restructuring Plan Documents under any applicable laws or regulations;
- you have understood and agreed to the terms set forth in this disclaimer;
- you are either (i) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, (ii) an institutional “accredited investor” as defined in Rule 501(a)(1), (2) (3) or (7) of Regulation D under the Securities Act, or (iii) a person that is not a “U.S. person” as defined in Regulation S under the Securities Act, that is located and resident outside the United States; and
- you are not, and any beneficial owner of the Plan Securities that you represent or are acting for the account or benefit of, in each case on a non‑discretionary basis, is also not, a retail investor in either the European Economic Area (the “EEA”) or the United Kingdom (the “UK”); where “retail investor” means:
- in relation to any person in the EEA, a person who is:
- a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”);
- a customer within the meaning of Directive 2016/97/EU (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II); or
- not a “qualified investor” as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”); and
- in relation to any person in the UK, a person who is:
- a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”);
- a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or
- not a “qualified investor” as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.
- in relation to any person in the EEA, a person who is:
Neither the U.S. Securities and Exchange Commission, nor any U.S. federal, State or other securities commission or regulatory authority has registered, approved or disapproved any of the Plan Securities or passed upon the accuracy or adequacy of the Restructuring Plan Documents. Any representation to the contrary is a criminal offence in the United States.
You should consult your own legal, financial and tax advisers with respect to the legal, financial and tax consequences of the matters described in the Restructuring Plan Documents.