Terms of Access

Here you will find information in respect of our EUR 345,200,000 guaranteed senior unsecured bonds due 2029 (ISIN: XS2733414044) (the “Bonds”), our 3,452 guaranteed secured warrants (ISIN: XS2733415520) (the “Warrants”) and the exchangeable units in which one Bond in the principal amount of EUR 100,000 and one Warrant may be comprised (ISIN: XS2733414556) (the “Exchangeable Units”). The Bonds, Warrants and Exchangeable Units (together the “Securities”) were issued by GlobalWafers GmbH (the “Issuer”) and guaranteed by GlobalWafers Co., Ltd (the “Guarantor”) on 23 January 2024.

Before entering the following website, you must read the following Terms and Conditions which govern your use and access to the website and acknowledge your agreement of them.

TERMS OF ACCESS

PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS OF ACCESS (THE “TERMS AND CONDITIONS”), WHICH APPLY TO ALL PERSONS WHO VIEW THIS WEBSITE. THE TERMS AND CONDITIONS MAY BE ALTERED OR UPDATED. YOU SHOULD READ THEM IN FULL EACH TIME YOU VISIT THE SITE. BY ACCESSING THIS SITE AND THE INFORMATION CONTAINED HEREIN, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS THIS WEBSITE OR ANY OF THE INFORMATION CONTAINED HEREIN.

THE INFORMATION IN THIS WEBSITE IS NOT INTENDED FOR, AND IS NOT TO BE MADE AVAILABLE TO, ANY PERSON LOCATED IN THE UNITED STATES, JAPAN, CANADA, AUSTRALIA OR SOUTH AFRICA.

THE SECURITIES REFERENCED ON THIS WEBSITE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD NOT BE LAWFUL. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR APPLICABLE LAWS OF OTHER JURISDICTIONS.

The Issuer has not registered, and does not intend to register, any portion of the offering in the United States. There will be no public offer of securities in the United States

Restrictions on access

Before accessing this website, you must confirm and acknowledge that:

(a)   the materials on this website are not directed at, and may not be viewed by or distributed to:

(i)    persons located in the United States, Japan, Canada, Australia or South Africa or any other jurisdiction where the distribution of this information is not legally permitted; or

(ii)   persons who are retail investors*; or

(iii) persons in the United Kingdom, except for persons who are not retail investors and who (i) 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 as amended (the “Order”), or (ii) are otherwise persons to whom the materials may be lawfully communicated; or

(iv) persons in any Member State of the European Economic Area, except for persons who are not retail investors and who are “qualified investors” within the meaning of Article 2 of Regulation (EU) 2017/1129 (as amended or superseded, the “EU Prospectus Regulation”);

(v)   public investors in Taiwan (“ROC”); or

(vi) any other persons who are not persons to whom the materials may be otherwise lawfully communicated under the laws of any other jurisdiction;

(b)   you are (and any person for whom, or on whose behalf, you are acting is) a person to whom the materials on the website may be lawfully communicated under the laws of all applicable jurisdictions and are not subject to any legal requirements that prohibit or restrict you (or such person) from viewing such materials;

(c)   you will not offer or sell any securities referred to on the website, or distribute, transmit or otherwise disseminate any materials or information contained on this website, other than to persons to whom such offer or sale can lawfully be made or, as the case may be, to whom such materials and/or information can be lawfully distributed under all applicable laws; and

(d)   you have complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) of the United Kingdom with respect to anything done by you in relation to any securities referred to on the website in, from or otherwise involving the United Kingdom.

Where acting as agent on behalf of a disclosed or undisclosed client in connection with the Securities, you make the foregoing confirmations and acknowledgements on behalf of yourself and your underlying client(s).

No offer or solicitation

Neither this site nor anything contained herein shall constitute an invitation or recommendation to invest or otherwise deal in, or an offer to sell or the solicitation of an offer to buy or subscribe for, the Securities.

There shall be no offer, solicitation or sale of the Securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

EU MiFID II / UK MiFIR product governance: The Launch Announcement, Pricing Announcement, the terms and conditions relating to the Bonds and the terms and conditions relating to the Warrants or other issuance document(s) in connection with the Securities referenced on the following website will include:

(i)      a legend regarding the product governance requirements under EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”) and associated laws and implementing measures (the “EU MiFID II Product Governance Requirements”); and/or

(ii)     a legend regarding the product governance requirements under (a) Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (“UK MiFIR”); (b) the FCA Handbook Conduct of Business Sourcebook (“COBS”); and (c) the FCA Handbook Product Intervention and Product Governance Sourcebook (together, the “UK MiFIR Product Governance Requirements”).

Any such legend will outline a target market assessment made by one or more manufacturers in respect of the Securities and which channels for distribution of such Securities are appropriate. Any person subsequently offering, selling or recommending such Securities (a “distributor”) should take into consideration any such target market assessment; however, a distributor subject to the EU MiFID II Product Governance Requirements and/or the UK MiFIR Product Governance Requirements is responsible for undertaking its own target market assessment in respect of such Securities (by either adopting or refining the target market assessment made by the relevant manufacturer(s)) and determining appropriate distribution channels.

Any target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to the Securities.

For the avoidance of doubt, the target market assessment for any Securities does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to any of the Securities.

EU PRIIPS regulation / prohibition of sales to EEA retail investors – none of the Securities are intended to be offered, sold or otherwise made available to, and they should not be offered, sold or otherwise made available to, any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or both) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) no 1286/2014, as amended (the “EU PRIIPS Regulation”) for offering or selling any of the Securities or otherwise making any of the Securities available to retail investors in the EEA has been prepared and therefore offering or selling any of the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPS Regulation.

UK PRIIPS regulation / prohibition of sales to UK retail investors – none of the Securities are intended to be offered, sold or otherwise made available to, and they should not be offered, sold or otherwise made available to, any retail investor in the UK. For these purposes, a retail investor means a person who is one (or both) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of UK MiFIR. Consequently, no key information document required by Regulation (EU) no 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling any of the Securities or otherwise making any of the Securities available to retail investors in the UK has been prepared and therefore offering or selling any of the Securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPS Regulation.

ROC securities laws and regulations- the Securities have not been and will not be registered or filed with, or approved by, the ROC Financial Supervisory Commission (the “FSC”) or other applicable competent authorities pursuant to relevant securities laws and regulations of ROC and may not be sold, issued or offered within ROC through a public offering or in circumstances which constitute a public offering within the meaning defined under the ROC Securities and Exchange Act that requires a registration, filing or approval of the FSC or other applicable competent authorities. No person or entity present or based in the ROC has been authorized to offer, sell, solicit to sell, give advice regarding or otherwise intermediate the offering or sale of the Securities within the territory of ROC through a public offering.

The UK PRIIPS Regulation, the EU PRIIPS Regulation, the UK MiFIR Product Governance Requirements and the EU MiFID II Product Governance Requirements, are, together, referred to herein as the “Regulations”. Persons accessing this website must ensure that they familiarise themselves with, understand and comply with all applicable requirements set out in the Regulations.

BY ACCESSING THIS WEBSITE you represent, warrant, agree with, and undertake to, the Issuer and the Guarantor that:

1. you are not a retail investor or acting on behalf of a retail investor; and
2. whether or not you are subject to the requirements of the Regulations, you will not take any action in respect of the Securities which would result in a violation of any of such requirements; and
3. you are a person or acting on behalf of a person to whom the materials on the website may be lawfully communicated.

Legal considerations

The distribution material on this site may be restricted by local law in jurisdictions other than the United Kingdom and failure to comply with such restrictions may constitute a violation of the laws of any such other jurisdiction. Persons accessing this site should inform themselves about, and observe, any such restrictions. For example, restrictions may apply in the United States, the Federal Republic of Germany, Taiwan (ROC)or any other jurisdiction where to do so would constitute a violation of the local securities laws and regulation.

I ACKNOWLEDGE AND CONFIRM THAT I HAVE READ, UNDERSTAND AND ACCEPT THE ABOVE TERMS AND CONDITIONS.

* as used in this disclaimer and unless otherwise stated, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II); (iii) not a qualified investor as defined in the EU Prospectus Regulation; (iv) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (v) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of UK MiFIR; and/or (vi) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.