Live Event & Presentation - Legal Disclaimer

Last updated:  19 October 2020

Warning: the content of the Onecycle Live Event Presentation (the “Presentation”) has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 ("FSMA"). Such approval is, unless an exemption applies, required by section 21 of FSMA. Reliance on this document for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested or of incurring additional liability.

The preliminary information set out in this presentation (the “Presentation”) is provided for discussion purposes only and is being furnished on a confidential basis by OneCycle Limited, a private limited company with registered address 30-31 St James Place, Mangotsfield, Bristol, England, BS16 9JB (Companies House Number 10801373). OneCycle Limited is not authorised by the UK Financial Conduct Authority (“FCA”). This document constitutes a financial promotion for the purposes of section 21 Financial Services and Markets Act 2000 (United Kingdom) (“FSMA”) and relates to investments in MagNo token, a digital asset to be issued by OneCycle Limited (the “Token”).

 

The information, statements and opinions set out in this document do not constitute a public offer for the purposes of any applicable law or regulation, an offer to sell or solicitation of any offer to buy any securities or other financial instruments, or any advice or recommendation in respect of such securities or other financial instruments.

 

The only categories of persons to whom this document is being distributed are (i) persons who are permitted to receive this document outside the United Kingdom or (ii) persons in the United Kingdom who fall within the exemptions under articles 19 (investment professionals), 48 (certified high net worth individuals), 49 (high net worth companies, unincorporated associations, etc.), 50 (certified sophisticated investors) or 50A (self-certified sophisticated investors) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FPO”) (all such persons together being referred to as “Relevant Persons”). The Tokens are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Tokens will be available only to or will be engaged in only with, Relevant Persons. The transmission of this document to any other person in the United Kingdom is unauthorised and may contravene the FSMA and other United Kingdom securities laws and regulations. If you have received this document and are not a Relevant Person, return this document to the sender. This document is confidential and is provided to recipients on a personal basis and must not be transferred or assigned or otherwise acted on or relied upon by persons who are not Relevant Persons. 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. All applicable provisions of FSMA must be complied with in respect of anything done in relation to the Tokens referred to in this document in, from or otherwise involving the United Kingdom.

 

The information contained in this Presentation is not intended to provide and should not be relied upon in any manner as legal, tax, investment or any other form of advice (financial or otherwise). This document has been prepared without reference to any person’s particular investment objectives, financial situation, taxation position and particular needs. It is important that you view this document in its entirety. If you are in any doubt in relation to these matters, you should consult your stockbroker, bank manager, solicitor, accountant, taxation advisor or other independent financial advisor (where applicable, as authorised under applicable laws or regulations).

 

Any investment decision with respect to the Token should be made based upon the information contained in the private information memorandum and the purchase agreement relating to the Token. A prospective investor should carefully read such documents prior to making any investment decision. The information contained herein is not intended to be final or complete and is qualified in its entirety by the private information memorandum and the purchase agreement relating to the Token. No obligation is accepted to provide recipients with access to any additional information, or to update, expand, revise or amend the information, or to correct any inaccuracies which may become apparent. Recipients should conduct their own investigation and analysis of the Token and of the information contained in this document and are advised to seek their own professional advice on the legal, financial, taxation and other consequences of an investment in the Token and shall rely solely on their own judgment, review and analysis to determine their interest in an investment in the Token.

 

This document has been provided by OneCycle Limited and has not been independently verified. No responsibility, liability or obligation (whether in tort, contract or otherwise) is accepted by OneCycle Limited or any of its affiliates or any of its or their officers, employees, agents or advisers (each an “Identified Person”) as to or in relation to this document (including the accuracy, completeness or sufficiency thereof) or any other written or oral information made available or any errors contained therein or omissions therefrom, and any such liability is expressly disclaimed.

 

No representations or warranties, express or implied, are given by any Identified Person as to, and no reliance should be placed on the accuracy or completeness of any information contained in this document, any other written or oral information provided in connection therewith or any data which such information generates. No Identified Person undertakes, or is under any obligation, to provide the recipient with access to any additional information, to update, revise or supplement this document or any additional information or to remedy any inaccuracies in or omissions from this document.

Past, targeted or projected performance is no indication of future performance. In addition, any forward-looking statements contained in this document are subject to known and unknown risks and uncertainties which may cause actual results to be materially different from those contemplated by such statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “plans,” “potential,” “seeks,” “projects,” “should,” “could” and “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

 

This document also contains projections with respect to the value of magnesium oxide and general economic conditions. They have been prepared based on OneCycle Limited’s current view in relation to future events and various estimations and assumptions made by OneCycle Limited, including estimations and assumptions about events that have not yet occurred, any of which may prove to be incorrect. While the projections are based on assumptions that OneCycle Limited believes are reasonable under the circumstances, they are subject to uncertainties, changes (including changes in economic, operational, political and legal circumstances) and other risks, all of which are beyond OneCycle Limited’s control.

 

This document is intended only for and will be distributed only to persons resident in jurisdictions where such distribution or availability would not be contrary to applicable laws or regulations. The Token will not be submitted for approval, or be licensed, by the securities regulatory authority of any jurisdiction. You will have no right to seek compensation from the UK Financial Services Compensation Scheme ("FSCS") or any other compensation scheme.

 

AN INVESTMENT IN THE TOKEN INVOLVES RISK, AND SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE TOKEN TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE EXPRESSED OR IMPLIED BY STATEMENTS AND INFORMATION IN THIS PRESENTATION. SHOULD UNDERLYING ASSUMPTIONS ON WHICH THIS PRESENTATION IS BASED PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THIS PRESENTATION, AND INVESTORS IN THE TOKEN MUST BE PREPARED TO LOSE ALL OR PART OF THEIR INVESTMENTS.

 

This Presentation is subject to English law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of the English courts.

INVESTMENT PROFESSIONALS

This document has been provided to you on the basis that you are an "investment professional" (as that term is defined in article 19(5) of the FPO). Accordingly, persons who do not have professional experience in matters relating to investments should not rely on this document. This document prepared by OneCycle will only be available to you as an investment professional (as defined above) or a person who has provided written confirmation to the effect that he or she is an investment professional within the meaning of article 19 of the FPO.

 

CERTIFIED HIGH NET WORTH INDIVIDUALS

This document has been provided to you on the basis that you are a "certified high net worth individual" (as that term is defined in article 48(2) of the FPO). Accordingly, this document is exempt from the general restriction on the communication of invitations or inducements to engage in investment activity set out in section 21 of the Financial Services and Markets Act 2000 ("FSMA").

 

To qualify as a certified high net worth individual, you must have signed a statement (within the last 12 months) in the terms set out in part I of schedule 5 of the FPO. To be certified as a high net worth individual, you must have had annual income of at least £100,000 for, or hold net assets to the value of not less than £250,000 throughout, the financial year immediately preceding the date on which the certificate is signed.

 

If you are in any doubt about the Tokens, you should consult a person authorised under the FSMA who specialises in advising on security tokens.

 

HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS AND TRUSTS

This document has been provided to you on the basis that you are a "high net worth company", "unincorporated association" or "trust" (as these terms are defined in article 49(2) of the FPO). Accordingly, persons of any other description should not act upon this document. The Tokens to be issued by OneCycle Limited will only be available to a high net worth company, an unincorporated association or trust or a person who has provided written confirmation to the effect that he is a high net worth company, an unincorporated association or trust within the meaning of article 49 of the FPO.

 

CERTIFIED SOPHISTICATED INVESTORS

This document has been provided to you on the basis that you are a "certified sophisticated investor" (as that term is defined in article 50 of the FPO). Accordingly, this document is exempt from the general restriction on the communication of invitations or inducements to engage in investment activity set out in section 21 of the Financial Services and Markets Act 2000 ("FSMA").

 

To qualify as a certified sophisticated investor, you must have current certificate in writing or other legible form signed by an authorised person to the effect that you are sufficiently knowledgeable to understand the risks associated with the Tokens. A certificate is current if it is signed and dated not more than three years before the date on which the financial promotion is made. You must also have signed a statement (within the last 12 months) in the terms set out in Article 50(1)(b) FPO, attesting your status as a certified sophisticated investor.

 

If you are in any doubt about the Tokens, you should consult a person authorised under the FSMA who specialises in advising on security tokens issued by private companies.

 

SELF-CERTIFIED SOPHISTICATED INVESTORS

This document has been provided to you on the basis that you are a self-certified sophisticated investor (as that term is defined in article 50A(1) of the FPO). Accordingly, this promotion is exempt from the general restriction on the communication of invitations or inducements to engage in investment activity set out in section 21 of the Financial Services and Markets Act 2000 ("FSMA").

 

To qualify as a self-certified sophisticated investor, you must have signed a statement (within the last 12 months) in the terms set out in part II of schedule 5 of the FPO.

 

If you are in any doubt about the Tokens, you should consult a person authorised under the FSMA who specialises in advising on security tokens.