Prospectus

Access to the information contained in this section of the website is subject to legal restrictions in certain jurisdictions, and access may be limited to specific categories of persons. You are required to carefully review the information below and provide the confirmation requested each time you attempt to access this restricted area of the website. Any confirmation you provide must be accurate and truthful.

The materials you are seeking to access are intended solely for persons who are neither residents of, nor physically present in, the United States, Australia, Canada or Japan. The materials do not constitute, and should not be construed as, an offer to sell or a solicitation of an offer to buy securities of The Smarter Web Company PLC (the “Company”) in the United States, Australia, Canada or Japan, or in any other jurisdiction where such an offer or solicitation would be unlawful, nor are they directed at any person to whom such an offer or solicitation would be prohibited.

Any securities referred to in the materials have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”). Accordingly, such securities may not be offered or sold in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of securities will be made in the United States.

With respect to the United Kingdom, the materials are directed only at persons who (A) are “qualified investors” as defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended), as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and (B) who are: (i) “investment professionals” within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) persons falling within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom the materials may lawfully be communicated (together, “Relevant Persons”). In the United Kingdom, any invitation, offer or agreement to subscribe for, purchase or otherwise acquire securities will be made only to Relevant Persons. Persons who are not Relevant Persons should not act upon or rely on the information contained in these materials.

In relation to each member state of the European Economic Area (the “EEA”), the materials are addressed solely to, and are intended only for, persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) (“Qualified Investors”). In the EEA, any invitation, offer or agreement to subscribe for, purchase or otherwise acquire securities will be made only to Qualified Investors, and any person who is not a Qualified Investor should not rely on or act upon the materials.

All persons seeking access to these materials should ensure that they are not subject to any local laws or regulations that prohibit or restrict access to this website or that require any form of registration or approval for the acquisition of securities. Failure to comply with these requirements may result in a breach of the securities laws or regulations of the relevant jurisdiction.

By selecting “I agree” below and proceeding to access the materials, you represent and warrant that:
(a) you have read, understood and agree to comply with the restrictions set out above;
(b) you are not a resident of, and are not located in, the United States, Australia, Canada or Japan, or any other jurisdiction where access to these materials is unlawful;
(c) you are not accessing this website from the United States, Australia, Canada or Japan;
(d) you will not distribute, forward or otherwise transmit any information contained on this website, directly or indirectly, to any person who is resident in or located in the United States, Australia, Canada or Japan, or to any publication with general circulation in those jurisdictions, or in any other jurisdiction where doing so would violate applicable laws or regulations;
(e) if you are resident or located in an EEA member state, you confirm that you are a Qualified Investor; and
(f) if you are resident or located in the United Kingdom, you confirm that you are a Relevant Person.