This document, the information contained herein as well as any oral information in connection with it is confidential and has been prepared exclusively for the benefit and internal use of a selected circle of professional private and institutional investors, to whom it is directly addressed and delivered (each a “relevant investor”) in connection with potential investments in Volocopter GmbH (“VOLOCOPTER” or the “Company”) by such relevant investors. This document is being furnished solely for the purpose of evaluating a potential investment in VOLOCOPTER, and this document and the information contained herein shall not be used for any other purpose by any recipient.
This document is not intended to form the basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. This document does not represent an offer to buy or subscribe for any shares or securities or to provide any other service.
This document is intended for discussion purposes only and incomplete without reference to and should be viewed solely in conjunction with further oral information provided by VOLOCOPTER. Further, this document and the information contained herein as well as all previous and subsequent documents and information provided by VOLOCOPTER or its advisors may not be used or relied upon in any manner, nor are any duties (fiduciary or otherwise) or obligations created with respect thereto. In particular such documents and information are not to be taken making legal references or references relating to tax or accounting rules. Any relevant investor should take independent advice from its own lawyers, tax consultants, accountants or other advisors in relation to general or specific information that any such relevant investors deems relevant when contemplating to acquire or subscribe for shares in VOLOCOPTER.
Neither VOLOCOPTER nor any of its advisors is subject to any obligation towards the relevant investors or any other recipient of this document, neither in connection with this document nor with regard to any other documents or information provided by VOLOCOPTER or its advisors, unless otherwise explicitly agreed between VOLOCOPTER and such person in writing.
This document has been compiled by VOLOCOPTER on the basis of selected internal company information and third-party information, which VOLOCOPTER regards as reliable sources, but which have not been independently verified. VOLOCOPTER makes no guarantee and assumes no legal liability for the completeness or the accuracy of the contents, opinions, estimations, prognoses, calculations or any other information contained in this document, or any previous or subsequent documents or information provided by VOLOCOPTER or its advisors; whether orally or in writing.
Any views or terms contained in this document or provided by VOLOCOPTER, or its advisors are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date at which they are provided and are therefore subject to change. In particular, none of the information contained in this document is to be taken as a promise or reliable forecast regarding the future development of VOLOCOPTER. Forward-looking statements contained in this document, including any financial projections, are based on current beliefs, expectations and assumptions which VOLOCOPTER considered to be reasonable at the time such information was prepared. Forward-looking statements are not facts or assurances of future performance. Forward-looking statements, including any financial projections, are subject to uncertainties and risks outside VOLOCOPTER’s control, and VOLOCOPTER undertakes no obligation to update any such information in this document. No recipient should unduly rely on any forward-looking statements contained herein.
This document and all information contained in it is provided “as is” and without any representation or warranty of any kind, either express or implied. Only the representations and warranties made by the Company in a written definitive agreement regarding an investment in the Company will have any legal effect.
This document and any other information provided in connection therewith is being made, supplied and directed in member states of the European Economic Area as well as in the United Kingdom only at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129 of 14 June 2017) and, additionally in the United Kingdom, to qualified investors who (a) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) (investment professionals) or (b) fall within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc.) (all such persons being "Relevant Persons"). Any person who is not a Relevant Person should not act on this document or any of its contents or any other information provided in connection therewith. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This document does not constitute an offer or solicitation to purchase or subscribe for securities in the United States. The securities of VOLOCOPTER to which this documentation relates have not been registered, and will not be registered, under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States absent an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. There will be no public offering of securities in the United States.
This document is not intended for distribution to, or use by, any person in any jurisdiction where such distribution or use would be contrary to local laws or regulations.
VOLOCOPTER reserves the right in its sole and absolute discretion, at any time without notice and in any respect, to change the procedure for any potential transaction or terminate negotiations.
This document and the information contained herein, as well as any other documents and information disclosed to the relevant investors by VOLOCOPTER or its advisors, whether orally or in writing, are highly confidential. All such documents and information (including this document) must not be reproduced or passed on to third parties or used for a different purpose than the one described above without the prior written consent of VOLOCOPTER. Any recipient of this document is obliged to return or destroy on request all documents and other information received from VOLOCOPTER, including this document, and must not retain copies thereof (unless to the extent otherwise not reasonably practicable).
The recipient submits, by taking note of this document and its contents, to the terms and conditions described herein. The document, in particular the terms and conditions described herein are subject to German law, excluding the rules on the conflicts of laws.
Any correspondence or communication concerning VOLOCOPTER should be directed exclusively to firstname.lastname@example.org.