IMPORTANT NOTICE & WARNING
IMPORTANT NOTICE
This Investor Memorandum is prepared in accordance with the rules and regulations of the Dutch Caribbean Securities Exchange (“DCSX”) for the technical listing and private placement of ordinary and cumulative preference shares (referred to as “founder shares” and “investor shares”) by Swister N.V. (hereinafter also the “Company” or the “Issuer”). The IM has been prepared under the responsibility of the Founder of the Company, in consultation with PYGG Securities Co. B.V., the Companies Listing Advisor.
Approval of the listing, offering & trading of the Company’s investor shares by DCSX does not imply endorsement of the Company or its Investor shares. DCSX disclaims responsibility for the contents of this Investor Memorandum, makes no representations about its accuracy or completeness, and disclaims liability for any loss arising from or in reliance upon any part of its contents. Approval by DCSX signifies compliance with its rules and regulations and format requirements, not an endorsement of content or investment risks.
No person is authorized to provide information or make representations in connection with the listing that are not contained in this Investor Memorandum or publicly disseminated through DCSX’s official announcement platform.
WARNING TO INVESTORS
Prospective Investors should not interpret this Investor Memorandum as financial, legal or tax advice. Before deciding to invest in the Company’s Investor shares, prospective Investors should carefully read the entire Investor Memorandum, paying particular attention to the summary of the Company’s principal activities in Sections 4 and 7, and the risk factors in Section 6. Each prospective Investor should consider these factors in light of their personal circumstances, including financial and taxation matters, and seek advice from their own professional advisors regarding the suitability and propriety of an investment in the Company.
Investors may need to accept the financial risk of their investment in the Company for an indefinite period. Prospective Investors should also be aware that the Company may be classified as a passive foreign investment company for the United States federal income tax purposes. In such case, the Company may, at its discretion, provide the US holders of Investor shares with the necessary information to determine their tax treatment with respect to the Investor shares for any year in which the Company is deemed a passive foreign investment company.
This Investor Memorandum contains forward-looking statements, including those related to the Company’s financial position, business strategies, and plans. These statements are based on the Company’s current expectations but are subject to known and unknown risks, uncertainties, and assumptions that could cause actual results to differ materially from future results expressed or implied by these forward-looking statements. Investors are cautioned not to rely excessively on these statements, considering the inherent risks and uncertainties involved.
This Investor Memorandum is subject to amendments made at the discretion of the Board of Directors with the approval of DCSX, without requiring knowledge or approval from holders of Investor shares. The governing law of this Investor Memorandum is that of Curaçao. Disputes arising from or related to this document are to be exclusively submitted to the common court of justice headquartered in Curaçao. Further appeals can be made to the supreme court in The Hague, Netherlands.
RESTRICTIONS
NEITHER THIS INVESTOR MEMORANDUM NOR THE INVESTOR SHARES DESCRIBED HEREIN HAVE BEEN QUALIFIED FOR OFFER, SALE, OR DISTRIBUTION UNDER THE LAWS OF ANY JURISDICTION GOVERNING THE OFFER OR SALE OF LISTED SHARES OR OTHER SECURITIES. THEREFORE, THE DISTRIBUTION OF THIS INVESTOR MEMORANDUM AND THE OFFERING OF THE INVESTOR SHARES MAY BE PROHIBITED OR RESTRICTED IN CERTAIN JURISDICTIONS AND THIS INVESTOR MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE INVESTOR SHARES IN ANY SUCH JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS PROHIBITED OR RESTRICTED, OR TO ANY PERSON TO WHOM ITS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. PERSONS WHO OBTAIN POSSESSION OF THE INVESTOR MEMORANDUM ARE REQUIRED BY THE COMPANY AND THE DIRECTORS TO INFORM THEMSELVES ABOUT THE LEGITIMACY OF THE OFFERING OR SALE IN HIS/HER JURISDICTION AND ACT IN ACCORDANCE WITH THE APPLICABLE LOCAL LAWS AND REGULATIONS IN THAT RESPECT.
CURAÇAO RESIDENTS
INVESTOR SHARES MAY NOT BE OFFERED, SOLD, OR DISTRIBUTED TO, OR FOR THE BENEFIT OF, RESIDENTS OF CURAÇAO, UNLESS SUCH RESIDENTS HAVE OBTAINED A GENERAL EXEMPTION OR SPECIFIC LICENSE FROM THE CENTRAL BANK OF CURAÇAO AND SINT MAARTEN UNDER THE CURAÇAO FOREIGN EXCHANGE CONTROL REGULATIONS. CURAÇAO RESIDENTS INCLUDE, AMONG OTHERS, NATURAL PERSONS RESIDING IN CURAÇAO, LEGAL ENTITIES, GENERAL OR LIMITED PARTNERSHIPS ESTABLISHED IN CURAÇAO, AND ANY PERMANENT ESTABLISHMENTS, BRANCH OFFICES, OR AGENCIES BASED IN CURAÇAO.