نبذة عن ADC Acquisition Corporation PJSC

Please read this carefully as it applies to all persons who visit this website. This part of the website contains information and documents relating to an offering of securities of ADC Acquisition Corporation PJSC. You may not be eligible to view the contents of that information and those documents. Accordingly, if you wish to access this part of the website you must first inform yourself about and then observe the statutory and regulatory requirements applicable to you and to your jurisdiction. In order to establish whether or not you may view the information and documents please read the disclaimer below in full.

DISCLAIMER

These materials do not contain or constitute an offer of, or the solicitation of an offer to buy, the securities of ADC Acquisition Corporation PJSC (the “Company”, and such securities, the “Securities”) to any person in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction in which such offer or solicitation is unlawful. The Securities have not been and will not 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 other jurisdiction of the United States. The Securities may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The offer and sale of the Securities have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the securities to which these materials relate may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. No public offering of the securities referred to herein is being made in the United States, Australia, Canada or Japan.

In the European Economic Area (the “EEA”), these materials are only addressed to and directed at persons in member states of the EEA who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) (“Qualified Investors”). In the United Kingdom, these materials are only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended), which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, who are also: (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (i), (ii) and (iii) together being “Relevant Persons”). These materials must not be acted or relied on (i) in the United Kingdom, by persons who are not Relevant Persons and (ii) in any member state of the EEA by persons who are not Qualified Investors. Any investment activity to which these materials relates (i) in the United Kingdom is available only to, and may be engaged in only with, Relevant Persons; and (ii) in any member state of the EEA is available only to, and may be engaged only with, Qualified Investors.

Exempt offer statement (DIFC): These materials relate to a potential Exempt Offer which may be made in the Dubai International Financial Centre (the “DIFC”) in accordance with the DFSA Rulebook. It is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved these materials nor taken steps to verify the information set out in it and has no responsibility for it. The Securities may be illiquid and/or subject to restrictions on their resale. Prospective purchasers and subscribers of the Securities referred to herein should conduct their own due diligence on the securities. If you do not understand the contents of these materials, you should consult an authorised financial adviser.

Exempt Offer Statement (ADGM): These materials relate to a potential Exempt Offer which may be made in accordance with the Market Rules of the Abu Dhabi Global Market (“ADGM”) Financial Services Regulatory Authority. These materials are intended for distribution only to persons of a type specified in the Market Rules. They must not be delivered to, or relied on by, any other person. The ADGM Financial Services Regulatory Authority has no responsibility for reviewing or verifying any documents in connection with Exempt Offers.

The ADGM Financial Services Regulatory Authority has not approved these materials nor taken steps to verify the information set out in it, and has no responsibility for it. The Securities may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Securities should conduct their own due diligence on the Securities. If you do not understand the contents of these materials you should consult an authorised financial advisor.

These materials may include forward-looking statements, which are based on current expectations and projections about future events. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target”, “believe”, “expect”, “aim”, “intend”, “may”, “anticipate”, “estimate”, “plan”, “project”, “will”, “can have”, “likely”, “should”, “would”, “could” and any other words and terms of similar meaning or the negative thereof. These forward-looking statements are subject to risks, uncertainties and assumptions about the Company and its investments, including, among other things, the development of its business, trends in its operating environment, and future capital expenditures and acquisitions. The forward-looking statements in these materials speak only as at the date of these materials. These statements reflect the beliefs of the directors of the Company (including based on their expectations arising from pursuit of the Company’s strategy) as well as assumptions made by the directors of the Company and information currently available to the Company.

Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate and none of the Company, Alpha Oryx Limited, Chimera Investment LLC nor any of such person’s affiliates or their respective directors, officers, employees, agents and/or advisors, nor any other person(s) accepts any responsibility for the accuracy or fairness of the opinions expressed in these materials or the underlying assumptions and expressly disclaim any obligation or undertaking to update, review or revise any forward looking statement contained in these materials whether as a result of new information, future developments or otherwise. Actual events or conditions are unlikely to be consistent with, and may differ significantly from, those assumed. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. No representation or warranty is made that any forward-looking statement will come to pass. No one undertakes to update, supplement, amend or revise any forward-looking statements. You are therefore cautioned not to place any undue reliance on forward-looking statements.

Any subscription or purchase of Securities in the potential offering should be made solely on the basis of information contained in the prospectus which may be issued by the Company in connection with the offering. The information in these materials is subject to change. Before subscribing for or purchasing any Securities, persons viewing these materials should ensure that they fully understand and accept the risks which will be set out in the prospectus, if published. No reliance may be placed for any purpose on the information contained in these materials or its accuracy or completeness. These materials do not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to acquire, whether by subscription or purchase, any securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.

The Company may decide not to go ahead with the potential offering and there is therefore no guarantee that a prospectus will be published, the offering will be made or listing on the Abu Dhabi Securities Exchange will occur. Potential investors should not base their financial decision on these materials. Acquiring investments to which these materials relate may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. These materials do not constitute a recommendation concerning the potential offering. The value of Securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the potential offering for the person concerned.

Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, 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.

None of the Company, Alpha Oryx Limited, Chimera Investment LLC or any of their respective affiliates and/or any of their or their affiliates’ directors, officers, employees, advisers and/or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in these materials (or whether any information has been omitted from the announcement) and/or any other information relating to the Company, its subsidiaries or its 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 the announcement or its contents or otherwise arising in connection therewith.