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This announcement is not an offer,
solicitation or sale of securities in the United States or any
other state or jurisdiction, and there shall not be any offer,
solicitation or sale of securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. The securities described in this
announcement will only be offered in the United States to
"qualified institutional buyers" as defined in Rule 144A under the
U.S. Securities Act of 1933, as amended (the "Securities Act"), and
outside the United States to non-U.S. persons in offshore
transactions in accordance with Regulation S thereunder. The Notes
have not been and will not be registered under the Securities Act,
or under any state securities laws, and may not be offered or sold
in the United States or to U.S. persons absent registration or an
applicable exemption from the registration requirements. This
information is for your internal use and may not be forwarded or
redistributed to any other persons.
The Notes are not intended to be
offered, sold or otherwise made available to and 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 more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the
meaning of Directive (EU) 2016/97, 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 "PRIIPs
Regulation") for offering or selling the Notes or otherwise making
them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.
The Notes are not intended to be
offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in
the United Kingdom ("UK"). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/575 as
it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning
of the provisions of the Financial Services and Markets Act 2000
(as amended, "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 Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA (as amended, the "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 and selling the
notes or otherwise making them available to retail investors in the
UK has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the UK
may be unlawful under the UK PRIIPs Regulation.
The information in this announcement
is only being distributed to and is only directed at (i) persons
who are outside the UK or (ii) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (iii) high net
worth companies, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order
(all such persons together being referred to as "relevant
persons"). The Notes are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such
Notes will be engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on this
document or any of its contents. Any investment activity to which
this announcement relates is reserved for relevant persons only and
may only be engaged in by relevant persons.
This announcement does not
constitute an offer to sell or a solicitation of an offer to buy or
an advertisement in respect of Notes in any province or territory
of Canada other than to investors that are "accredited investors"
as defined in National Instrument 45-106 Prospectus Exemptions, or
the Securities Act (Ontario), as applicable, and "permitted
clients" as defined in National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant
Obligations.
Neither this announcement nor
anything contained herein shall form the basis of any contract or
commitment whatsoever. Recipients of this announcement are not to
construe the contents of this communication as legal, tax or
investment advice and recipients should consult their own advisors
in this regard.
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AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION HAVING
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