NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
[ADVERTISEMENT. This announcement is an advertisement for the purposes of the Prospectus Regulation EU 2017/1129 and underlying legislation. This announcement does not constitute a prospectus.] This announcement is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy Shares (as defined below) in any jurisdiction, including the United States, Canada, Australia, South Africa or Japan. The prospectus relating to the Shares and the Admission (as defined below) was approved on October 27, 2021 and a supplement to the prospectus was approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) in accordance with the Prospectus Regulation regime on November 3, 2021. The prospectus and the supplement to the prospectus are available at no cost through the corporate website of the Company (https://www.motork.io/), subject to securities law restrictions in certain jurisdictions. Investors should purchase Shares solely on the basis of the prospectus and the supplement and should read the prospectus and the supplement to the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities.
MOTORK PLC PUBLISHED SUPPLEMENT TO THE PROSPECTUS DATED OCTOBER 27, 2021 RELATING TO ITS INTENDED LISTING ON EURONEXT AMSTERDAM, AND EXTENSION OF THE OFFER PERIOD
London, November 3, 2021 – MotorK plc. (a public company limited by shares under the laws of England and Wales, formerly known as MotorK Ltd., together with its subsidiaries and affiliates, “MotorK” or the “Company”) announces today that it has published a supplement to the prospectus dated October 27 2021 (“Prospectus“) that has been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (“AFM”). The supplement to the prospectus is dated November 3, 2021 (“Supplement“) and has been approved by the AFM. The Supplement is made available in connection with the amendments of the terms of the proposed private placement of the ordinary shares of the Company (the “Shares”) (the “Offering”) which is to be followed by the admission to trading of the Shares on Euronext Amsterdam, a regulated market operated by Euronext Amsterdam N.V. (the “Admission” and together with the Offering, the “IPO”), as announced on November 2, 2021.
Prospectus and Supplement
The Offering is being made only by means of a Prospectus and the Supplement, both approved by the AFM. The Supplement forms part of, and must be read together with, the Prospectus. The Prospectus and the Supplement are available electronically via the corporate website of MotorK (https://www.motork.io/), subject to securities law restrictions in certain jurisdictions.
In accordance with Article 23(2) of the Prospectus Regulation, any investors who had already agreed to subscribe for the Shares before the publication of the Supplement, shall have the right, exercisable within two working days after the publication of the Supplement, that is until 18:00 CET on November 4, 2021, to withdraw their acceptances.
Subject to acceleration or extension of the timetable for the Offering, the timetable below lists the expected key dates for the Offering:
Start of the Offering
27 October 2021 – 9:00 CET
Publication of the prospectus supplement
3 November 2021
End of the Offering
4 November 2021 – 18:00 CET
Pricing and allocation of the Offering
4 November 2021 evening /
5 November early morning CET
Publication of results of the Offering
4/5 November 2021
Beginning of trading on an ‘as-if-and-when-delivered’ basis on Euronext Amsterdam
5 November 2021
Settlement of Shares
9 November 2021
This communication is not being made in and copies of it may not be distributed or sent into the United States, Canada, Australia or Japan or any other jurisdiction in which the making or distribution of the communication would be prohibited or restricted.
This announcement is for information purposes only, does not purport to be full and complete and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy Securities in any jurisdiction, including the United States, Canada, Australia, South Africa, or Japan. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This communication is not an offer of securities for sale in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. MotorK does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States. Any public offering of securities will be made by means of a prospectus that may be obtained from the issuer and that will contain detailed information about the issuer and management, as well as financial statements.
This communication is addressed in any member state of the European Economic Area only to those persons who are qualified investors in such member state (“Qualified Investors”) within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and such other persons as this announcement may be addressed on legal grounds, and no person that is not a Qualified Investor may act or rely on this communication or any of its contents.
This communication does not constitute a prospectus within the meaning of the Prospectus Regulation and does not constitute an offer to acquire any securities. Any offer to acquire the securities referred to herein will be made, and any investor should make its investment, solely on the basis of information that will be contained in the prospectus to be made generally available in the Netherlands in connection with such offering. When made generally available, copies of the prospectus may be obtained through the website of MotorK (https://www.motork.io/) subject to securities law restrictions in certain jurisdictions.
No prospectus has been or will be approved in the United Kingdom in respect of the securities referred to herein. This communication is being distributed to and is directed only at persons who are outside the United Kingdom or, if in the United Kingdom, to “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 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”); (ii) are high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; or (iii) persons that fall within another exemption to the Order (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this communication or any of its contents.
Each of Joh. Berenberg, Gossler & Co. KG and ABN AMRO Bank N.V. (together, the “Managers”) is acting exclusively for MotorK and no one else in connection with any offering of securities and will not be responsible to anyone other than MotorK for providing the protections afforded to their respective customers or for providing advice in relation to any offering or any transaction or arrangement referred to herein. Each of the Managers and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward looking statement contained in this communication whether as a result of new information, future developments or otherwise.
The contents of this communication have been prepared by and are the sole responsibility of MotorK. None of the Managers nor any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this document (or whether any information has been omitted from the document) or any other information relating to the group, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection therewith. Accordingly, each of the Managers disclaims, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this document and/or any such statement.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in delict, tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, “distributors” (for the purposes of the MiFID II Product Governance Requirements) should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other advisor) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Shares and determining appropriate distribution channels.
Camilla Scassellati Sforzolini/ Julia Leeger
Sard Verbinnen & Co (SVC)
+44 7960 702 664/
+44 7963 380 446
Francesca Prosperi / Madia Reina
+39 33 5848 9800
+39 371 377177