Terms & Conditions

The transaction information site (the “Deal Site”) has been prepared by Globacap Limited (“Globacap”or the “Company”). Access to the Deal Site is being given to a limited number of parties (each acting independently for his or herself or on behalf of another person) (each such party, a “Recipient”) in connection with a potential offer of tokenised shares in the capital of the Company (the “Potential Transaction”).

THE DEAL SITE MAY NOT BE ACCESSED BY RESIDENTS OF CERTAIN COUNTRIES BASED ON APPLICABLE SECURITIES LAW REGULATIONS, AND, SUBJECT TO CERTAIN EXCEPTIONS, ACCESS TO THE DEAL SITE IS ONLY AVAILABLE TO AN ELIGIBLE PERSON (INCLUDING ANY RECIPIENT).

The information contained within the Deal Site and any additional information provided to a Recipient or its advisers is confidential and should not be disclosed by any Recipient or its advisers without the prior written consent of Globacap.

A Recipient may only use the Deal Site and the information contained within it for the purpose of deciding whether or not to proceed with further investigation of the Company. The Deal Site is not intended to form the basis of any investment decision, including any decision as to whether or not to participate in the Proposed Transaction.

The Deal Site does not purport to be comprehensive and has not been independently verified by any person. While the Deal Site has been prepared in good faith, no representation or warranty, express or implied, relating to the accuracy or completeness of the Deal Site or any additional information provided to a Recipient or its advisers is given, and no responsibility or liability is or will be accepted by Globacap, any of its advisers or any of Globacap’s or its advisers’ respective directors, officers, employees, advisers or agents (“Representatives”). In particular, no representation or warranty is given, and no responsibility or liability is or will be accepted, as to the achievement or reasonableness of any projections, estimates, prospects or returns contained or referred to in the Deal Site or in any additional information provided, including, in each case, with respect to the Proposed Transaction. Where statistics are used within this Deal Site (including, without limitation, information on transaction volumes or value), they are used as a general indication only, and none of Globacap, its advisers and its Representatives gives any warranty or guarantee as to the accuracy or reliability of such statistics.

Each of Globacap, its advisors, and its Representatives expressly disclaims any and all liability (to the maximum extent permitted by applicable law) for the contents of, or omissions from, the Deal Site, and for any other written, oral or other forms of communication transmitted or made available to a Recipient. The Deal Site includes certain statements not relating to historical facts in respect of Globacap, including, without limitation, those regarding Globacap’s business strategy, plans and management’s objectives for future operations. Such statements are forward-looking statements and are subject to known and unknown risks, uncertainties, assumptions and other important factors that could cause the actual results, performance or achievements of Globacap to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. No warranties or representations, whether express or implied, are made as to the accuracy of such forward-looking statements, and Globacap is under no obligation to correct, clarify or update any such forward-looking statements.

Globacap does not agree to provide a Recipient with access to any additional information or to update the Deal Site or to correct any inaccuracies which may become apparent in the information contained within the Deal Site or any other or additional information that may be provided. In no circumstances will Globacap be responsible for the costs incurred by a Recipient in connection with its investigation of the Company or otherwise incurred in connection with the Proposed Transaction.

Any prospective buyer should seek its own independent financial and legal prior to making any decision to participate in the Potential Transaction.

Regulatory requirements

The information found on the Deal Site is not being distributed to the public and, subject to certain exceptions, is not being filed, registered or approved in any country, including (without limitation) the United States. A Recipient undertakes that he or she inform his or herself about and observe all legal and regulatory requirements applicable to the Potential Transaction in the country in which he or she is located. In particular, please note the following:

In the European Economic Area

In relation to persons in member states of the European Economic Area (the “EEA”), the information contained on the Deal Site is being delivered only to and is directed only at persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended by the 2010 PD Amending Directive (Directive 2010/73/EU)) (“Qualified Investors”).

In the United Kingdom

In relation to persons in the United Kingdom, this document is exempt from the general restriction on the communication of inducements to engage in investment activity on the ground that it is being delivered only to and is directed only at persons: (a) who are investment professionals and their relevant directors, officers or employees for the purposes of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”); (b) who are certified high net worth individuals for the purposes of Article 48 of the Financial Promotions Order (i.e. who have signed, in the previous 12 months, a statement that they are a high net worth individual who, in the previous financial year either (i) had a net income of £100,000 or more and/or (ii) net assets of £250,000 or more); (c) who are high net worth entities and their relevant directors, officers or employees for the purposes of Article 49 of the Financial Promotion Order; (d) who are certified sophisticated investors for the purposes of Article 50 of the Financial Promotions Order (i.e. who has a certificate from an authorised person to the effect that they are sufficiently knowledgeable to understand the risks involved with investments of the relevant type and have signed, in the previous 12 months, a statement that they qualify as a certified sophisticated investor; (e) who are self-certified sophisticated investors for the purposes of Article 50A of the Financial Promotions Order (i.e. who have signed, in the previous 12 months, a statement that they are a sophisticated investor who (i) are a member of a network or syndicate of business angels and has been for at least 6 months (ii) have made more than one investment in an unlisted company in the previous 2 years (ii) are working, or have worked in the previous two years in a professional capacity in the private equity sector or in the provision of finance for small and medium enterprises; and/or (iv) are currently, or have been in the previous two years, a director of a company with an annual turnover of at least £1,000,000); or (f) to whom it may otherwise be lawfully communicated in accordance with the Financial Services and Markets Act 2000 and the Financial Promotions Order (each such person being referred to as a “Relevant Persons”). Any securities issued by the Company will not be made available to any UK person other than a Relevant Person. If you are not a Relevant Person you must not act or rely on the information in this document or participate in any offering of the securities of the Company. The content of this document has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000, which would be required if it were communicated to persons other than Relevant Persons.

United States

THE DEAL SITE MAY NOT BE ACCESSED BY RESIDENTS OF CERTAIN COUNTRIES BASED ON APPLICABLE SECURITIES LAW REGULATIONS, AND, SUBJECT TO CERTAIN EXCEPTIONS, ACCESS TO THE DEAL SITE IS ONLY AVAILABLE TO AN ELIGIBLE PERSON (INCLUDING ANY RECIPIENT).

The information contained on the Deal Site is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part in, into or from the United States, and does not constitute an offer to sell, or the solicitation of an offer to purchase or acquire, any securities in the United States or in any other jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities mentioned on the Deal Site (including the securities being offered in the Potential Transaction) have not been and will not be registered under the Securities Act, and may not be offered or sold within the United States, except pursuant to an exemption from, or in an transaction not subject to, the registration requirements of the Securities Act and applicable state and other securities laws of the United States. There will be no public offer made in the United States of any of the securities mentioned on the Deal Site (including the securities being offered in the Potential Transaction) within the meaning of Section 4(a)(2) of the Securities Act.

Whitedeck

The Manufactory whitedeck provides an in-depth presentation of the business and the opportunity and should be considered by partners and potential investors before making any decisions regarding their involvement with Manufactory. The information contained within the whitedeck is not investment advice and should not constitute nor be considered anything other than a foundation for further research.