The following presentation (the “Presentation”) has been prepared by Borealis Finance LLC (the “Company”) and is provided solely for the purposes set forth therein and does not purport to give a complete description of the Company, its business or any other matter described herein. Without the express prior written consent of the Company, the Presentation and any information contained within it may not be (i) reproduced (in whole or in part) and (ii) copied at any time.
The Presentation does not constitute or form part of, and should not be construed as, an offer to sell or an invitation, solicitation, or inducement to purchase or subscribe for securities with respect to any transaction, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. The Presentation does not constitute either advice or a recommendation regarding any securities. The communication of the Presentation is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation.
The materials displayed in the Presentation are only addressed to and directed at persons: (i) in member states of the European Economic Area who are “qualified investors” within the meaning of Article 2(1)(e) of European Union Directive 2003/71/EC (as amended, including the Directive 2010/73/EU, to the extent implemented in the relevant member state), and any relevant implementing measure in each relevant member state and related implementation measures in the member states (“Qualified Investors”). In addition, in the United Kingdom the materials are only addressed to and directed at Qualified Investors who: (a) 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 (b) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order; and (c) 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 these materials relate is available only to relevant persons, and will only be engaged with such persons.
Neither the United States Securities and Exchange Commission nor any securities regulatory body of any state or other jurisdiction of the United States of America, nor any securities regulatory body of any other country or subdivision thereof, has passed on the accuracy or adequacy of the contents of the Presentation. Any representation to the contrary is unlawful.
Accuracy of Information and Limitation of Liability
No representations or warranties, express or implied are given in, or in respect of the accuracy or completeness of any information included in, the Presentation. To the fullest extent permitted by law in no circumstances will the Company, or any of its respective subsidiaries, shareholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of the Presentation, its contents (including the internal economic models), its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. The information contained in the Presentation has not been independently verified.
Furthermore, the Presentation contains certain tables and other statistical analyses (the “Statistical Information”). Numerous assumptions were used in preparing the Statistical Information, which may not be reflected herein. Certain Statistical Information is derived from estimates and subjective judgments made by third parties. As such, no assurance can be given as to the accuracy, appropriateness or completeness of the Statistical Information as used in any particular context; nor as to whether the Statistical Information and/or the judgments and assumptions upon which they are based reflect present market conditions or future market performance.
Recipients of the Presentation are not to construe its contents, or any prior or subsequent communications from or with the Company or its representatives as financial, investment, legal, tax, business or other professional advice. In addition, the Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of the Company. Recipients of the Presentation should consult with their own advisers and should each make their own evaluation of the Company and of the relevance and adequacy of the information.
The Presentation contains forward-looking statements relating to the Company’s business, financial performance and results and/or the industry in which it operates, including statements relating to, among others, illustrative returns, projections, estimates and beliefs and similar information, such as with respect to values of the assets of the group and the potential future revenue and EBITDA these assets may yield under current or future charters, the potential future revenues and cash flows of the group (“Forward Looking Statements”). Forward Looking Statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words “will,” “believes”, expects”, “predicts”, “intends”, “projects”, “plans”, “estimates”, “aims”, “foresees”, “anticipates”, “targets”, and similar expressions. Forward Looking Statements are subject to inherent uncertainties and qualifications and are based on numerous assumptions, in each case whether or not identified in the Presentation. Although the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies that are difficult or impossible to predict and are beyond the Company’s control, no assurance can be provided that the Company will achieve or accomplish these expectations, beliefs or projections. Forward Looking Statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Nothing in the Presentation should be construed as a profit forecast. The Company’s actual results may differ materially from those discussed in the Forward Looking Statements. Some important factors that could cause actual results to differ materially from those in any Forward Looking Statements could include, among others, changes in domestic and foreign business, market, financial, political and legal conditions including changing industry regulation, changing environmental laws, higher or lower levels of new vessel ordering and vessel scrapping impacting charter rates, vessel design innovations that make the group’s vessels less competitive, changes to laws and regulations, unforeseen off-hire, drydocking or other expenses; counterparty non-performance or default; and security risks and wars. There can be no assurance that any particular Forward Looking Statement will be realised, and the performance of the Company may be materially and adversely different from the Forward Looking Statements. The Company expressly disclaims any obligation or undertaking to release any updates or revisions to any Forward Looking Statement to reflect any change in the Company’s expectations with regard thereto or any changes in events, conditions or circumstances on which any Forward Looking Statement is based. Accordingly, undue reliance should not be placed upon the Forward Looking Statements.
Unless otherwise specified all information in the Presentation is as of the date of the Presentation. Neither the delivery of the Presentation nor any other communication with you shall, under any circumstances, create any implication that there has been no change in the Company’s affairs since such date. Except as otherwise noted herein, the Company does not intend to, nor will it assume any obligation to, update the Presentation or any of the information included herein.
The Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of the Norwegian courts, with Oslo District Court as first legal venue.