Disclaimer
IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
IMPORTANT: The following disclaimer applies to the attached tender offer memorandum (the “Tender Offer Memorandum”) and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the Tender Offer Memorandum. By accessing the Tender Offer Memorandum, you agree (in addition to giving the representations below) to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Li & Fung Limited (the “Company”), Citigroup Global Markets Limited (the “Dealer Manager”) or Morrow Sodali Limited (the “Information and Tender Agent”) as a result of such access. Capitalised terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Tender Offer Memorandum.
You are reminded that the Tender Offer Memorandum has been sent to you on the basis that you are a person into whose possession the Tender Offer Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located or resident and you may not, nor are you authorised to, deliver, distribute, forward or reproduce the Tender Offer Memorandum to any other person. Any delivery, distribution, forwarding or reproduction of this document in whole or in parts is unauthorised. Failure to comply with this directive may result in a violation of applicable laws.
Confirmation of your representation: In order to view the attached Tender Offer Memorandum or tender Notes (as defined herein) with respect to the Offer (as defined herein), you must be able to participate lawfully in the invitations by the Company to Holders of the Notes (as defined herein) to offer to tender their Notes for purchase (the “Offer”), on the terms and subject to the conditions set out in the Tender Offer Memorandum. The Tender Offer Memorandum was made available to you at your request and by accessing, reading or making any other use of the Tender Offer Memorandum you shall have represented to the Company, the Dealer Manager and the Information and Tender Agent that:
- you are a holder or a beneficial owner or a custodian or an intermediary acting on behalf of the holder or beneficial owner of the U.S.$600,000,000 4.50 per cent. Notes due 2025 issued by the Company (ISIN: XS2214755345, Common Code: 221475534) (issued in four tranches of U.S.$300,000,000, U.S.$100,000,000, U.S.$100,000,000 and U.S.$100,000,000 on 18 August 2020, 24 August 2020, 29 October 2020 and 27 January 2021, respectively) (the “Notes”);
- you are a person to whom it is lawful to send the Tender Offer Memorandum or to make an invitation pursuant to the Offer under all applicable laws;
- you are not a Sanctions Restricted Person (as defined in the Tender Offer Memorandum);
- you consent to delivery of the Tender Offer Memorandum to you by electronic transmission;
- you shall not distribute or forward the Tender Offer Memorandum to third parties or otherwise make the Tender Offer Memorandum publicly available; and
- you have understood and agreed to the terms set forth in this disclaimer.
If you have recently sold or otherwise transferred all or any of your holding(s) of the Notes referred to below, you should contact the Information and Tender Agent.
The Tender Offer Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, the Dealer Manager, the Information and Tender Agent or any person who controls, or is a director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any change or alteration arising during the process of transmission.
The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by the Company, the Dealer Manager, and the Information and Tender Agent to inform themselves about, and to observe, such restrictions.
Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. The Tender Offer Memorandum does not constitute an offer to buy or sell or a solicitation of an offer to sell or buy the Notes, as applicable, in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws or otherwise. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Manager or such affiliate (as the case may be) on behalf of the Company in such jurisdiction.
NEITHER THE TENDER OFFER MEMORANDUM NOR ANY RELATED DOCUMENT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER OR ANY RELATED DOCUMENTS, AND IT MAY BE UNLAWFUL AND A CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION TO THE CONTRARY.
You are responsible for protecting against viruses and other destructive items. Your use of this electronic communication is at your own risk. It is your responsibility to take precautions to ensure that this electronic communication is free from viruses and other items of a destructive nature.