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If you are resident in the United States or a US Person (as defined in Regulation S under the US Securities Act of 1933, as amended (the "Securities Act")), please read Section A.
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If you are not resident in the United States, please read Section B.
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All visitors to the Resolution Limited website must read Section C.
Section A
If you are resident in the United States or a US Person (as defined in Regulation S under the Securities Act), you confirm that you have read and you agree to the following:
Please note that this website is not intended to offer or to promote the offer or sale of Resolution Limited securities in the United States or to US Persons.
Access to the information contained in this website is restricted under applicable securities laws in the United States. The securities of Resolution Limited mentioned in this website have not been and will not be registered under the Securities Act, or any state securities laws in the United States, and may not be offered or sold within the United States or to (or for the account of) any US Person except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act.
Resolution Limited has not been and will not be registered under the US Investment Company Act of 1940 (the "ICA"), as amended, and investors will not be entitled to the benefits of the ICA. The information contained in this website, therefore, is generally not available to US Persons.
Access to the Resolution Limited website is restricted solely to a US Person who (a) is a "Qualified Purchaser" as defined in Section 2(a)(51) and related rules of the ICA, as amended and a "Qualified Institutional Buyer" as defined in Rule 144A under the Securities Act or (b) owns shares of Resolution Limited.
By clicking on the "Agree" button below, you hereby certify and warrant that you are a:
- “Qualified Institutional Buyer” as defined in Rule 144A under the Securities Act; AND
- “Qualified Purchaser” as defined in Section 2(a)(51) and related rules of the ICA; OR
- shareholder in Resolution Limited.
If you are a U.S. Resident and cannot so certify and agree, you must exit this website.
You are a “Qualified Purchaser” if you are:
(i) |
a natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under section 3(c)(7) of the US Investment Company Act with that person's qualified purchaser spouse) who owns not less than $5,000,000 in investments, as defined by the Securities and Exchange Commission (the “Commission”); |
(ii) |
a company that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons; |
(iii) |
a trust that is not covered by clause (ii) and that was not formed for the specific purpose of acquiring the securities of Resolution Limited, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (i), (ii), or (iv); or |
(iv) |
a person, acting for your own account or the accounts of other qualified purchasers, who in the aggregate own and invest on a discretionary basis, not less than $25,000,000 in investments. |
You are NOT a "Qualified Purchaser" if you are a company that, but for the exceptions provided for in paragraph (1) or (7) of section 3(c) of the ICA, would be an investment company (hereafter in this paragraph referred to as an "excepted investment company"), unless all beneficial owners of your outstanding securities (other than short-term paper), determined in accordance with section 3(c)(1)(A) of the ICA, that acquired such securities on or before April 30, 1996 (hereafter in this paragraph referred to as "pre-amendment beneficial owners"), and all pre-amendment beneficial owners of the outstanding securities (other than short-term paper) of any excepted investment company that, directly or indirectly, owns any of your outstanding securities, have consented to your treatment as a qualified purchaser. Unanimous consent of all trustees, directors, or general partners of a company or trust referred to in clause (ii) or (iii) of the “Qualified Purchaser” requirements outlined above shall constitute consent for purposes of this paragraph.
Section B
If you are not resident in the United States, you confirm that you have read and you agree to the following:
By clicking on the "Agree" button below, you hereby certify and warrant that:
- you are not a:
- US Person, nor are you acting for the account or benefit of a US Person; OR
- resident of, or acting for the account or benefit of a resident in, a jurisdiction where this website is restricted; OR
- you are a shareholder in Resolution Limited
If you are not resident in the United States and cannot so certify and agree, you must exit this website.
Section C
All visitors to the Resolution Limited website must read and agree to the following:
By clicking on the "Agree" button below, you are certifying and agreeing to these terms and conditions. If you cannot so certify and agree, you must exit this website.
1. Terms and conditions
The terms and conditions set out below apply to your use of Resolution's website. Please read them.
A. "Resolution" means Resolution Limited and any of its subsidiaries and related companies and references to the "Resolution website" are to any part of Resolution's website and also include, but are not limited to, the text, images, links, sounds, graphics and video sequences displayed in such website (the "Materials").
B. By clicking “Agree” and entering www.resolution.gg you agree that you have read and accept these terms and conditions. If you do not agree, do not use www.resolution.gg. The information in the Resolution website is only for the attention of the residents of jurisdictions where it can be lawfully disseminated. It is your responsibility to be aware of and to observe all applicable laws and regulations for your country of residence.
C. No information contained in these pages should be taken as a recommendation to buy, sell or hold the securities of any entity. Nothing on the Resolution website or in the Materials constitutes or is intended to constitute financial or other advice and you should not act upon any information contained on the Resolution website or in the Materials without first consulting a financial or other professional adviser.
D. The Resolution website that you are seeking to access does not constitute an offer to buy or sell the shares in Resolution (the "Shares") mentioned in the website in any jurisdiction or jurisdictions in which such offers or sales are unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
E. The articles of association of Resolution prohibit any purchase or acquisition of the Shares by or on behalf of or for the benefit of an employee benefit plan subject to the US Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan subject to section 4975 of the US Internal Revenue Code, an entity whose underlying assets are considered to include "plan assets" (as defined in ERISA) of any such plans or benefit plan investor subject to similar laws (each, a "Plan Investor"), and incorporate provisions whereby purported purchases of the Shares by or on behalf of or for the benefit of a Plan Investor will not operate to confer any beneficial interest whatsoever in such Shares in favour of a Plan Investor, but instead will take effect as a trust for such charitable purposes as the Plan Investor may determine for redemption in favour of the beneficiaries of the trust.
2. Privacy policy
Resolution respects the privacy of every individual who visits the Resolution website and is always careful to ensure that information disclosed to Resolution in confidence is treated confidentially. Please see Resolution's full privacy policy.
3. Limitation of liability
Nothing in these terms and conditions shall be taken to limit or exclude any liability which may not otherwise be limited or excluded under applicable law. Use of the Resolution website and the Materials are at your sole risk. Resolution will not be liable to any person for any direct, indirect, special or consequential, losses, damages or awards of any kind, howsoever caused, as a result of the use of or inability to use, or reliance on, the Resolution website or any of the Materials. Resolution excludes all warranties, conditions, terms, undertakings and representations (excepting fraudulent misrepresentation) of any kind, express or implied, statutory or otherwise in connection with the Resolution website and the Materials to the fullest extent permitted by law.
4. Disclaimer
A. The Materials and the Resolution website are provided on an "as is" and "as available" basis and do not purport to be full or complete. Resolution gives no warranties (express, implied or statutory) as to satisfactory quality or fitness for purpose of the Materials, including without limitation, as to the accuracy, validity, timeliness, merchantability or completeness of any information or data contained therein (whether prepared by Resolution or by any third party), or that any of the Materials or the Resolution website will be provided uninterrupted or free from errors or that any identified defect will be corrected. Resolution has the right to suspend or withdraw the provision of all or any of the Resolution website or the Materials without prior notice at any time. Further, no warranty of any kind is given that the Resolution website and the Materials are free from any virus or other malicious, destructive or corrupting code, program or macro. Resolution does not warrant that the Resolution website or the server(s) that make(s) them available are free of any virus or other harmful elements.
B. Reference in the Resolution website and/or the Materials to any hypertext link, product, process or service does not imply Resolution's support for, nor endorsement or recommendation of, the provider thereof or the product, process or service to which reference is made. The Resolution website may contain hypertext links to other websites, resources or other third parties. Resolution is not responsible for the availability of, and accepts no liability in relation to, these external websites or their contents. Resolution is not a sponsor, partner, promoter or publisher of any of such website.
5. Copyright and trade marks
A. The Materials are the copyright of Resolution and its third party licensors and may not be copied, distributed, uploaded, posted, republished, decompiled, disassembled, reverse-engineered or transmitted in any way without the prior, written consent of Resolution. You may, however, download one copy of the Materials for your personal non-commercial use or non-commercial use within the organisation in which you work on condition that you do not delete or change any copyright, trade mark or other proprietary notice contained in the Materials nor alter the way in which they are presented. Modification or use other than as permitted above violates Resolution's intellectual property rights in the Materials.
B. The trademarks, service marks and logo used and displayed on the Resolution website are registered and unregistered trademarks of Resolution (Brands) Limited and others. The intellectual property rights in the "Resolution" name and logo are owned by Resolution and used by Resolution under licence. Nothing in these terms and conditions or on the Resolution website should be construed as granting any licence or right to use any trade mark displayed on the Resolution website. Resolution enforces infringements of its intellectual property rights to the fullest extent permitted by the law.
6. Governing law
The agreement between Resolution and you relating to your use and browsing of the Resolution website is governed by and shall be construed in accordance with Guernsey law and you agree that the Courts of England shall have exclusive jurisdiction over any disputes arising in relation to such use and browsing. These terms and conditions may not be modified unless Resolution agrees to such modification in writing.
By clicking on the “Agree” button above you are certifying and agreeing to these terms and conditions and you are warranting and agreeing to the certifications set out above that are relevant to you. If you cannot so certify, warrant and agree, you must exit this website.