This information (the “Presentation”) is furnished by OMERS Infrastructure Management Inc. and/or its applicable nominated affiliate (“OMERS Infrastructure”).
All OMERS Infrastructure regulated U.S. business activities are conducted by OMERS Infrastructure US Limited. All OMERS Infrastructure activities in the United Kingdom, Japan, and the United Arab Emirates (“UAE”) are conducted by OMERS Infrastructure Europe Limited, an entity authorised and regulated by the FCA (FRN:562299). All OMERS Infrastructure business activities in Australia are conducted by OMERS Infrastructure Australia Pty Ltd (“OMERS Infrastructure Australia”), which holds an Australian financial services licence (AFSL Number 504517) authorizing OMERS Infrastructure Australia to provide financial product advice, and other financial services in relation to certain classes of financial products, to wholesale clients within the meaning of the Corporations Act 2001 (Cth) (the "Corporations Act"). With respect to persons in Australia, financial services to the extent they are provided by OMERS personnel in the future will be provided as representatives of OMERS Infrastructure Australia and in no other capacity.
This Presentation may include performance and other information regarding certain portfolio investments made by OMERS Administration Corporation (“OAC”) and other information regarding OAC and OMERS Infrastructure.
The Recipient acknowledges and agrees that: (i) this Presentation does not take into account those matters or issues which might be of relevance to the Recipient, OMERS Infrastructure has not considered any such matters or issues, and the Recipient is responsible for conducting its own investigation with respect to any opportunity that may be made available by OMERS Infrastructure in respect of a potential investment; and (ii) neither OMERS Infrastructure nor any of its affiliates or their respective directors, members, shareholders, partners, officers, employees, advisers or agents (“Representatives”) has independently verified such information. The Recipient’s access to, and use of, this Presentation is expressly conditioned on the Recipient’s agreement that (x) OMERS Infrastructure does not owe or accept any duty to the Recipient with respect to this Presentation or any use or manipulation thereof, whether in contract or in tort or however otherwise arising, (y) any use or manipulation of this Presentation by Recipient is solely its own responsibility, and (z) neither OMERS Infrastructure nor OAC will be liable to the Recipient or other person for any losses, damages, costs or expenses whatsoever arising from or relating to the Receipt, use or manipulation of this Presentation by the Recipient or such other person or any party who receives this Presentation from the Recipient, including, without limitation, in contract, tort or under federal or state securities laws. As consideration for receiving this Presentation, the Recipient (for itself and its successors and assigns) hereby waives and releases any and all rights, claims and causes of action the Recipient may have at any time against OMERS Infrastructure and OAC and any of their affiliates based on this Presentation or in connection with or arising out of access to, or use or manipulation of, this Presentation, as well as any inaccuracy or incompleteness of this Presentation for Recipient’s purposes. Any reliance by the Recipient upon this Presentation is at Recipient’s own risk.
This Presentation is intended to be communicated only to such persons as OMERS Infrastructure is legally able to send it and who are legally able to receive it in their jurisdiction of residence. If you are not such a person you should not rely upon this Presentation and should immediately cease accessing this Presentation and notify OMERS Infrastructure.
This Presentation is provided for informational purposes only and do not constitute an offer to sell or a solicitation of an offer to purchase interests in any investment, fund or product. Any such offer or solicitation will only be made pursuant to the governing documents of any such investment, fund or product, which qualifies in its entirety the information set forth herein and which should be read carefully prior to any investment. Any decision to invest in any investment, fund or product should be made after reviewing the governing documents, conducting such investigations as the investor deems necessary and consulting the investor’s own legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of such an investment. In addition, investors should inform themselves as to the legal requirements and tax consequences within the countries of their citizenship, residence, domicile and place of business with respect to acquisition, holding or disposal of any interests or any investment and any foreign exchange restrictions that may be relevant thereto.
This Presentation does not constitute financial product advice within the meaning set out in the Corporations Act. To the extent anything in this Presentation (or the matters contemplated in this Presentation) may be construed as financial product advice within the meaning set out in the Corporations Act, it does not take into account the individual needs, objectives or financial situation of any person, and shall be regarded as having been provided by or on behalf of OMERS Infrastructure Australia.
Any interests in any investment, fund or vehicle have not been recommended, approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”), any securities administrator under any securities laws of any U.S. or non-U.S. jurisdiction, or any other U.S. or non-U.S. governmental or self-regulatory authority. Any representation to the contrary is unlawful.
Unless otherwise noted, information in this Presentation is presented as of its date and does not reflect any facts, events or circumstances that may have arisen after that date, is subject to discussion, completion and amendment and does not contain all information necessary to fully evaluate any transaction or investment. OMERS Infrastructure and its affiliates have no obligation to update this Presentation (including forward-looking statements herein) or correct inaccuracies or omissions in it.
Statements contained herein that are attributable to any of OMERS Infrastructure are not made in any person’s individual capacity, but rather on behalf of OMERS Infrastructure. Team members’ experience referred to herein occurred in the members’ capacities as employees of other institutions, and references herein to “OMERS,” “OAC,” “OMERS Infrastructure,” “Professionals” or the “team” refer to the aggregation of such prior individual experiences, and not of such individuals working together as a group.
Confidential Treatment. This Presentation and the information contained herein are confidential and for the use solely of the Recipient. Without limiting the foregoing, Recipients should be aware that this Presentation may include material, non-public information concerning, among other things, its owners and other related persons, and actual or potential transactions contemplated among the foregoing. Securities laws impose restrictions on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.
Informational Purposes and Limitations. This Presentation is an outline of matters for discussion only, and no representations or warranties are given or implied. Neither OAC nor OMERS Infrastructure nor any of their affiliates makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein and nothing contained herein should be relied upon as a promise or representation as to past or future performance of any investment or any other entity. Any potential transaction discussed herein is subject to negotiation of definitive agreements, satisfaction of closing conditions and other contingencies, which may be material, and which are not in the control of OMERS Infrastructure.
The ultimate decision as to whether or not to accept any commitment from any particular investor will in all cases be OMERS Infrastructure’s exclusively and is at OMERS Infrastructure’s sole discretion to accept or reject, in whole or in part, any proposed capital commitment of any investor. Further, in no event shall OMERS Infrastructure or any of its respective affiliates or Representatives have any obligation to make any asset currently owned by OMERS or any opportunities pursued by OMERS Infrastructure, on behalf of OAC, available to the Recipient.
Certain market, regulatory and other information contained in this Presentation has been obtained from published and non-published sources prepared by other parties, including portfolio companies or other third-party sources, which in certain cases have not been updated through the date hereof. While such information is believed to be reliable for the purpose used in this Presentation, none of OAC, OMERS Infrastructure, their affiliates or any of their respective Representatives assumes any responsibility for the accuracy or completeness of such information and such information has not been independently verified by such persons.
Forward-looking Statements. Certain information contained in this Statement (including information relating to current and future market conditions and trends in respect thereof) constitutes forward-looking statements, opinions or beliefs, which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “estimate,” ‘forecast,” “intend,” “continue,” “target,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results may differ materially from those reflected or contemplated in such forward-looking statements, opinions or beliefs, and undue reliance should not be placed thereon. As a result, investors should not rely on such forward-looking statements in making any investment decisions. No representation or warranty is made as to future performance or such forward-looking statements. Nothing contained in this Presentation may be relied upon as a guarantee, promise, assurance or a representation as to the future. Without limiting the foregoing, no assurance is given that any businesses and assets can be acquired or disposed of at favorable prices or that the market for such assets (or market conditions generally) will either remain stable or, as applicable, recover or improve. This Presentation contains statements of opinion and belief. All views expressed and all statements relating to expectations regarding future events or the possible future performance of any investment represent OMERS Infrastructure’s own assessment and interpretation of information available to it as of the date of this Presentation. Such statements involve known and unknown risks, uncertainties and other factors. Such statements represent solely the opinion or belief of OMERS Infrastructure and are not expressed herein as the opinion or belief of any other entity or of members of the OMERS Infrastructure team in their individual capacity. No representation is made or assurance given that such statements or views are correct. Opinions expressed and other information or statements herein are subject to change without notice. Any discussion of general market activity, industry or sector trends, or other broad-based economic, market, political or regulatory conditions should not be construed as research or investment advice.
Past, projected or targeted performance is no guarantee of future results. Inherent in any investment is the potential for loss. There can be no assurance that the investment will achieve any given results, or that the investment will be able to achieve its investment objectives and/or targeted returns. The business, prospects and results of any portfolio company are subject to substantial economic, operating, business, legal and other risks, the impact of which cannot be predicted but which can be expected to be substantial.
There may be certain factors that have not been assessed for the purposes of this Presentation, which may substantially affect the information set out in this Presentation. The information set out in this Presentation may have been prepared based on various estimates and assumptions made by OMERS Infrastructure, including estimations and assumptions about events that have not occurred, any of which may prove to be incorrect. There can be no assurance that any such estimates or assumptions are, or will be, accurate. Prospective investors should not place any reliance on such information. Nothing contained in this Presentation should be relied upon as a promise or representation of future performance.