AG Insurance – Road Show Presentation March 2015 1
Disclaimer NOT FOR TRANSMISSION OR PUBLICATION IN OR INTO THE UNITED STATES OR TO U.S. PERSONS For the purposes of the following disclaimers, references to this "document" shall mean this presentation pack and shall be deemed to include references to the related speeches made by or to be made by the presenters, any questions and answers in relation thereto and any other related oral or written communications; references to the "Company" shall mean AG Insurance SA/NV; and references to the "Group" shall mean the Company and its subsidiaries taken as a whole. By attending the meeting where this presentation is made, or by reading this document, you agree to be bound by the following limitations. The information and the opinions in this document have been prepared by the Company solely for use at a meeting regarding a prop osed offering (the “Offering”) of subordinated fixed rate reset dated notes expected to be issued by the Company (the “Notes”). This document and its contents are strictly confidential, are intended only for use by the recipient for information purposes and may not be reproduced in any form or further distributed to any other person or published, in whole or in part, for any purpose. Failure to comply with this restriction may constitute a violation of applicable securities laws. In particular, the recipients of this document should not engage in any behaviour which would or might amount to market abuse or insider dealing for the purposes of any applicable laws or regulations. This document is an advertisement for the purposes of the applicable measures implementing Directive 2003/71/EC, as amended. It does not constitute or form part of, and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy or subscribe for, the Notes in any jurisdiction or an inducement to enter into investment activity. No part of this document, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. Any purchase of the Notes in the Offering should be made solely on the basis of the prospectus (as may be supplemented and amended) to be published in connection with the Offering (the “Prospectus”). The Prospectus, when published, will be available on the websites of the Company and of the Luxembourg Stock Exchange and in hard copy at the offices of the Company. An investment in the Notes will involve certain risks. A summary of certain material risks relating to the Offering, the Company and the Notes will be set out in the section headed “Risk Factors” in the Prospectus. There may be additional material risks that are currently not considered to be material or of which the Company or its representatives are unaware. You acknowledge that you will make your own assessment of the suitability of your investment in any securities with particular reference to your investment objectives, experience and any other factors that you may consider relevant in investing in securities, and that you will seek your own independent financial, legal or tax advice where appropriate. The Company has not authorised any offer to the public of Notes in any Member State of the European Economic Area. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), an offer to the publ ic of any Notes may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any Notes may be made at any time under the applicable exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State. The expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. . Accordingly, the placement may not be advertised and the Prospectus, any offering materials and the Notes may not be distributed, directly or indirectly, to any individual or legal entity in a Relevant Member State other than in the circumstances set out in Article 3.2 of the Prospectus Directive, if they have been implemented in that Relevant Member State. Any securities to be issued have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States or other jurisdiction and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons (as such terms are defined in Regulation S under the Securities Act) except in certain transactions exempt from the registration requirements of the Securities Act. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) other pe rsons to whom it may lawfully be communicated. 2
Recommend
More recommend
