Draft Izahname in regards to the Initial Public Offering of Penta Teknoloji Ürünleri Dağıtım Ticaret A.Ş.
Draft Izahname in regards to the Initial Public Offering of Penta Teknoloji Ürünleri Dağıtım Ticaret A.Ş.

Access to the information on the following pages may be restricted by law in certain jurisdictions.

The electronic version of the Draft Turkish Prospectus (taslak izahname) you are seeking to access is submitted to the approval of the Republic of Turkey Prime Ministry Capital Markets Board of Turkey (the “Capital Markets Board”) and is made available to investors residing in Turkey on this webpage by Penta Teknoloji Ürünleri Dağıtım Ticaret A.Ş. (“Penta”) in accordance with the terms and conditions set forth by the Capital Markets Law No. 6362 and the Capital Markets Board, and on a non-reliance basis only.

In the European Economic Area, these materials are only addressed to and directed at persons in member states of the European Economic Area who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (“Qualified Investors”). In addition, in the United Kingdom, the materials are being distributed only to, and is directed only at, Qualified Investors who 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”) or who are high net worth entities falling within Article 49(2)(a)-(d) of the Order and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which the materials relate is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the European Economic Area other than the United Kingdom, and will only be engaged with such persons. Unless an exemption under the relevant securities law is applicable, the shares (Penta shares to be offered to the investors) may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into Australia, Canada, Japan, Saudi Arabia, United States or any other jurisdiction if to do so would breach any applicable law, or require registration thereof in such jurisdiction.

The information on the following pages shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the shares referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

In particular, this information is not an offer of shares for sale in the United States. Shares may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”). The shares referred to on the following pages have not been and will not be registered under the Securities Act. There will be no public offering of these shares in the United States.

Please note that by clicking on “Continue below, you (i) represent and warrant that you are not resident in Australia, Canada, Japan or Saudi Arabia, United States and that, currently, you are not physically present in Australia, Canada, Japan, Saudi Arabia or the United States, and (ii) agree that you will not communicate any information mentioned in the following pages to someone who is outside Turkey or share this information with such persons in any case.

The Draft Turkish Prospectus reflects the most up-to-date information as of [March 14, 2018]. The application regarding the Draft Turkish Prospectus is still being reviewed by Capital Markets Board and has not yet been published or approved by the Capital Markets Board. Any investment decision with respect to the shares in Turkey should be made following the publication and approval of, and based on such investor’s review of, the Turkish Prospectus.

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Click continue to access the draft İzahname.