Sales Communication – Disclosure

This communication has been produced by Cantor Fitzgerald Europe (“CFE” or “Cantor”). CFE is authorised and regulated by the Financial Conduct Authority (“FCA”) and the FCA address is 12 Endeavour Square, Stratford, E20 1JN, United Kingdom. CFE is an affiliate of Cantor Fitzgerald & Co. (“CF&Co), a Financial Industry Regulatory Authority (FINRA) regulated firm

Under no circumstances does this communication constitute an offer to sell, or a solicitation of an offer to buy, investment products or any security, nor does it constitute a prospectus for any securities, nor does it otherwise constitute an agreement to provide investment services, nor is it intended to form the basis of any investment decision. This communication may contain market-related information, including indicative prices, and is provided to you for information purposes only.
Past performance is not necessarily an indicator of future performance.

This communication shall not form the basis of any contract with CFE or any of its affiliates. 

No securities referenced herein have been or will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or jurisdiction of the United States and may not be offered or sold in or into the United States unless registered under the Securities Act or except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of any securities referenced herein in the United States or any other jurisdiction.

This communication is strictly confidential. This communication and the information contained herein are intended solely for your information and may not be forwarded, disclosed, distributed or summarized, in whole or in part, to or for the benefit of any other person or otherwise excerpted from or reproduced without the prior written consent of CFE. 

This communication is primarily directed at, and being distributed to, (i) persons in any leader state of the European Economic Area (EEA) and the United Kingdom (UK) who are Qualified Investors who have professional experience in matters relating to investments (i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), are high net worth entities falling within the meaning of Article 49(2)(a) to (d) of the Order or are persons to whom it can otherwise be lawfully communicated (such persons referred to in this sub-paragraph (ii) being “Relevant Persons”; or (iii) persons in United States who are qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act.

This communication must not be acted on or relied on (a) in any leader state of the EEA, by persons who are not Qualified Investors, or (b) in the UK by persons who are not Relevant Persons or (c) by persons in others regions of an equivalent status.

CFE and its affiliates make no representation or warranty of any kind with respect to the accuracy or completeness of any information contained in this communication. CFE has not independently verified such information and has relied on such information being complete and accurate in all material respects. CFE and its affiliates assume no obligation to update or otherwise revise these materials. Nothing contained herein constitutes or should be construed as (i) investment, tax, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.

CFE does not accept any liability for any direct, indirect or consequential loss or damage arising from reliance on this communication. Transactions in financial instruments give rise to investment risks and are not suitable for all investors. Recipients must undertake independent analysis with their own legal, tax and financial advisers and reach their own conclusions regarding the economic benefits and risks of the financial instruments described herein and the legal, credit and tax aspects of any anticipated transaction. This communication is not to be relied upon as authoritative or taken in substitution for the exercise of independent judgment.

Actual prices of any securities listed in this communication are subject to change your ability to purchase or sell any such security is dependent on, among other things, the availability of the security and liquidity. The information herein is subject to change without notice.

The distribution of this communication and any offering or sale of the securities referred to herein in certain jurisdictions may be restricted by law. Persons into whose possession this communication comes are required to inform themselves about and to observe any such restrictions.

At any time, CFE, its employees and any of its affiliates may own or have positions in the financial instruments of companies or issuers mentioned herein, included, but not limited to the Company, and may also seek to provide financial advisory, banking and other services for any such companies or issuers.

MiFID II & MAR Disclosures

This communication is a Minor Non-monetary Benefit as set out in Article 12 (3) of the Commission Delegated Act (C2016) 2031. This marketing communication is not “research” as defined by the Financial Conduct Authority (FCA). This communication may contain “Investment Recommendations” as defined by the Market Abuse Regulation (MAR).

Information for Australian Investors

CFE is exempt from the requirement to hold an Australian financial services licence under the Corporations Act pursuant to ASIC Corporations (Foreign Financial Services Providers Limited Connection) Instrument 2017/182 and any information set out in this communication is only intended for persons who are Wholesale Investors as described in Section 761G of the Corporations Act 2001 (as amended). It is not intended to for any other class of persons and may not be relied upon by such persons and is therefore not intended for private individuals or those who would be classified as Retail Clients.

Information to Canadian Investors 

CFE has International Dealer Exemptions to conduct business with the counterparties in the following Canadian provinces and territories: Alberta, British Columba, Newfoundland and Labrador, Nova Scotia, Ontario and Yukon only. This communication is not intended for any Canadian institutional investors outside of the above provinces and territories. This communication is not intended for any non-institutional investors in Canada. 

Information for EEA Investors

The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”).

Information for Hong Kong Investors 

These materials have been provided by Cantor Fitzgerald (Hong Kong) Capital Markets Limited (“CFHK”) or its affiliates (including, but not limited, to Cantor Fitzgerald Europe) for informational purposes in connection with an actual or potential transaction(s) and may not be relied upon for any purposes. It is not an offer to buy or sell or a solicitation to the public or otherwise of an offer to buy or sell any security, loan or asset or to participate in any trading strategy. These materials are not investment advice and do not constitute a personal investment advice with reference to any of your personal circumstances. Sources of information are believed to be reliable, but neither CFHK nor any of its affiliates make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein, and nothing contained herein shall be relied upon as a promise or representation whether as to the past or future performance. In Hong Kong, these materials have been distributed only to persons who are “Professional Investors” as defined under the Securities and Futures Ordinance (Cap 571) and the Securities and Futures (Professional Investor) Rules (Cap 571D) (“Professional Investor Rules”). If the recipient has received this document in Hong Kong, it confirms that it is a Professional Investor. By accepting this document, you confirm that these materials must not be acted upon in Hong Kong by persons who are not Professional Investors. CFHK is authorized and regulated by the Securities and Futures Commission in conduct Type 1(Dealing in Securities), Type 2 (Dealing in Futures Contracts), Type 4 (Advising on Securities) and Type 6 (Advising on Corporate Finance) regulated activities.

Information for Singapore Investors

CFE is a foreign related entity of Cantor Fitzgerald Singapore (CFSG) which is regulated by the Monetary Authority of Singapore (MAS). A per paragraph 9 of the Third Schedule to the Securities and Futures Act, Chapter 289 of Singapore (“SFA”), CFE is permitted to carry on certain regulated activity without being licensed or exempted in Singapore. This includes dealing in capital market products, the marketing of securities and advising on corporate finance. This communication is only intended for institutional investors in Singapore. 

Information for South African Investors

The information furnished in this report, document or communication (The communication) has been prepared by CFE. This communication does not constitute a recommendation, legal advice or ‘advice’ as contemplated in the Financial Markets Act 19 of 2012 and/or The Financial Advisory and Intermediary Services Act 37 of 2002, it is not to be relied upon when making investment or other decisions. This communication may not be seen as an offer to conclude a transaction. Regarding the information, CFE does not guarantee accuracy or completeness and accepts no liability thereto. This material is intended for banks and institutional clients (Professional clients), not for retail or non-institutional clients. This message contains confidential information and is intended only for the addressee. This information is not to be redistributed or copied without prior written consent.’

Information for Turkish Investors

This marketing communication may be distributed by CFE persons in the United Kingdom into Turkey. CFE is not a registered broker-dealer in Turkey, its persons are not licensed by Capital Markets Licensing Registry and Training Agency Inc. This marketing communication is out of the scope of CMB’s Law and Communiqu© III-37.1.

Information for United Arab Emirates Investors

This communication by CFE is only intended for the use of Market Counterparties and Professional Clients as defined by the Dubai Financial Services Authority. The securities referenced are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Arab Emirates. For these purposes, a “retail investor” means a person who is a retail client, as defined in the DFSA’s COB Rulebook Section 2.3.

Information for UK Investors

This communication is only intended for the use of Eligible Counterparties and Professional Clients as defined in the FCA Handbook. The securities referenced are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is a retail client as defined in point (11) of Article 4(1) of MiFID II.

Information for US Investors

This marketing communication may be distributed by Cantor persons in the United Kingdom into the United States and is intended for distribution in the United States solely to “major U.S. institutional investors” (defined in Rule 15a-6 of the U.S. Securities Exchange Act of 1934 and applicable interpretations relating thereto) and is not intended for the use of any person or entity that is not a major institutional investor. This material is intended solely for institutional investors and investors who Cantor reasonably believes are institutional investors. It is prohibited for distribution to non-institutional clients including retail clients, private clients and individual investors. Major Institutional Investors receiving this communication should effect transactions in securities discussed in this communication note through CF&Co. CFE is not a registered broker-dealer in the United States its persons are not registered as Associated Persons of Cantor Fitzgerald & Co. but have an exemption under SEC Rule 15a-6 as Foreign Associated Persons who are permitted to solicit and market securities business to major U.S. institutional investors.