This article outlines the regulations and restrictions surrounding securities offerings in the United States, European Economic Area (EEA), and the United Kingdom. These securities are not registered under the U.S. Securities Act of 1933 and cannot be offered or sold within the U.S. without registration or an applicable exemption. Similarly, in the EEA and UK, these securities are prohibited from being offered to retail investors. Key information documents required by relevant regulations have not been prepared, making such offerings potentially unlawful. The press release targets only experienced investment professionals and high-net-worth entities.
In the financial landscape, certain securities come with stringent limitations regarding their availability to potential investors. In the United States, these securities are restricted due to non-compliance with the Securities Act of 1933. This act mandates that any securities offered for sale must either undergo a formal registration process or meet specific exemptions. Consequently, these securities remain unavailable to U.S.-based investors unless they align with the outlined exceptions.
Turning our focus to the European Economic Area, there exists a prohibition against offering these securities to retail investors. Retail investors, as defined by MiFID II and other directives, encompass individuals who do not qualify as professional clients. Without preparing the necessary documentation under the PRIIPs Regulation, offering these securities to retail investors within the EEA could lead to legal complications.
A similar scenario unfolds in the United Kingdom, where these securities should not be made available to retail investors. The definition of a retail investor in the UK incorporates those who do not meet the criteria for professional clients under relevant regulations post-Brexit. As no key information document has been formulated per the UK PRIIPs Regulation, offering these securities to UK-based retail investors might contravene established laws.
Within the UK, this communication is exclusively directed at individuals categorized as investment professionals or high-net-worth companies under the Financial Services and Markets Act 2000. Only these "relevant persons" can engage with or subscribe to such securities legally. Therefore, it is imperative for others to refrain from acting upon or relying on this press release's contents.
Stabilization regulations set forth by FCA/ICMA and product governance rules under MiFID II and UK MiFIR further underscore the exclusive nature of these securities. They are tailored solely for eligible counterparties and professional clients across all distribution channels, reinforcing the necessity for adherence to specified professional standards in their handling and distribution.