This page is intended only for Professional or Qualified Investors, as defined by the UAE Capital Market Authority, Professional Clients in the DIFC, and qualified investors in other jurisdictions where access is permitted by law. It is not an offer or a solicitation. Any offer is made solely through the Private Placement Memorandum.
The information provided is strictly private and confidential and is being provided to a limited number of investors. It must not be provided to any person other than the original recipient, and may not be reproduced, disseminated, distributed or used for any other purpose.
The information provided is a summary and is not an offering or a solicitation of an offer. Any such offer or solicitation shall only be made to qualified investors by means of a confidential private offering memorandum as amended or supplemented from time to time, (the “Memorandum”), and related offering materials, and only in those jurisdictions where permitted by law. Such offer or solicitation may only be made by means of delivery of the Memorandum which contains important information (including investment objective, policies, risk factors, fees, tax implications, and accredited investor qualifications) relating to the relevant investment opportunity. Investors should not make an investment unless they are prepared to lose all or a substantial portion of their investment.
The fees and expenses charged in connection with this investment include performance fees, may be higher than the fees and expenses of other investment alternatives and may offset profits. There is no guarantee that the investment objective will be achieved. Moreover, the past performance of the investment should not be construed as an indicator of future performance. Deductions for charges and expenses may also be made at the time of initial investment or on the sale of the investment.
This document is intended for discussion purposes only and does not create any legally binding obligations on the part of Greenstone Placement Management FZ-LLC or any of its affiliates (collectively, “Greenstone”), CineNow Limited (the “Company”) or CineNow Limited (the “Opportunity”). Without limitation, this document does not constitute an offer, an invitation to offer or a recommendation to enter into any proposed transaction involving Greenstone, the Company or the Opportunity.
When making an investment decision, you should rely solely on the Memorandum and final documentation relating to the transaction and not the summary contained herein. The transaction or product(s) mentioned herein may not be suitable for all individuals and/or investors and before entering into any transaction you should take steps to ensure that you fully understand such transaction and obtain an independent professional assessment as to the suitability of such transaction in light of your own objectives and circumstances, including the possible risks and benefits of entering into such transaction.
The investment described in this document is speculative, involves a high degree of risk, and is illiquid. It may be difficult to sell or realise the investment, and to obtain reliable information about its value or the extent of the risks to which it is exposed.
If you decide to enter into any transaction with either the Company or the Opportunity, you do so in reliance on your own judgment. You should not construe the contents of this document as providing financial, legal, Shari’a, tax, investment or any other advice.
By accepting this document, you acknowledge that Greenstone is not acting as your broker, financial advisor, in any other fiduciary capacity or otherwise as your advisor or agent with respect to the transaction. The information contained in this document is based on material received from the Company and/or the Opportunity. Assumptions, estimates and opinions contained in this document constitute information Greenstone received from the Company and/or the Opportunity as of the date of the document and may be subject to change without notice. Neither Greenstone, the Company and the Opportunity, nor any of their respective officers, directors, employees, agents, controlling persons, shareholders and affiliates, makes any representation or warranty, expressed or implied, as to the accuracy or completeness of the information contained in this document, and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to past or future facts or results.
The market analysis, projections, targeted returns, estimates and similar information, including all statements of opinion and/or belief contained in this document (collectively, “forward-looking information”), are subject to inherent uncertainties, contingencies and qualifications and are based on a number of assumptions. Forward-looking information involves significant elements of subjective judgment and analysis that may or may not be correct. You are cautioned that forward-looking information is not a guarantee of future performance or results and involves risks and uncertainties that cannot be predicted or quantified and, consequently, the actual performance of the Opportunity or any entity involved in a transaction may differ materially from that expressed or implied by such forward-looking information. In all cases where historical performance is presented, please note that past performance is not a reliable indicator of future results and should not be relied upon as the basis for making an investment decision. You are cautioned that current rate fluctuations can adversely affect the investment. In particular, where a transaction or product is denominated in a foreign currency, changes in foreign exchange rates may adversely affect the value, price or income of the investment.
The information herein is proprietary and confidential, is intended for use by the recipient only, and may not be provided to any third party other than the recipient’s legal, Shari’a, tax, financial and/or accounting advisors for the purpose of evaluating such information. By accepting this document, you agree that you will cause your directors, officers, employees, agents and representatives to use this document and such information only to evaluate an investment and for no other purpose, and that you and they will not divulge any such information to any other party. This document may contain material non-public information. Prior to entering into any transaction, you should determine, without reliance upon Greenstone, the Company and the Opportunity, the economic risks and merits, as well as the financial, legal, Shari’a, tax and accounting characterizations and consequences of the transaction, and independently determine that you are able to assume these risks. In this regard, by acceptance of this document, you acknowledge that: (a) you have been advised that Greenstone, the Company and the Opportunity are not in the business of providing financial, legal, Shari’a, tax or accounting advice; (b) you understand that there may be financial, legal, Shari’a, tax or accounting risks associated with a transaction; (c) you should receive financial, legal, Shari’a, tax and accounting advice from advisors with appropriate expertise to assess relevant risks; and (d) you should apprise senior management in your organization as to the financial, legal, Shari’a, tax and accounting advice (and, if applicable, risks) associated with a transaction and Greenstone’s, the Company’s and the Opportunity’s disclaimers as to these matters.
For Residents of the United Arab Emirates (the “UAE”)
In addition to the foregoing, the following is applicable to investors located in the UAE:
The investment opportunity has not been approved by or licensed or registered with the UAE Central Bank, the Capital Market Authority (“CMA”) or any other relevant licensing authorities or governmental agencies in the UAE.
This investment opportunity does not constitute, and is not intended to constitute, a public offer in the UAE and accordingly should not be construed as such. This investment opportunity is not for general circulation to the public in the UAE nor will the opportunity be presented to the public in the UAE. The document is for the use of the recipient only and should not be given or shown to any other person (other than employees, agents or consultants in connection with the addressee's consideration thereof).
The investment opportunity is only being offered to a limited number of Professional Investors as defined in the CMA Chairman of the Authority’s Board of Directors’ Decision No. 13 of 2021 on the Regulations Manual of the Financial Activities and Status Regularization Mechanisms. By receiving this document, the person or entity to whom it has been issued understands, acknowledges and agrees that neither this document nor the interests have been registered, approved, disapproved or passed on in any way by the Central Bank of the UAE, the CMA or any other authority in the UAE. The CMA accepts no liability in relation to the investment opportunity and is not making any recommendation with respect to an investment in the investment opportunity. Nothing contained in this document is intended to constitute UAE investment, legal, tax, accounting or other professional advice. This document is for the information of prospective investors only and nothing in this document is intended to endorse or recommend a particular course of action. Prospective investors should consult with an appropriate professional for specific advice rendered on the basis of their situation.
Promotion of financial products and foreign securities are either distributed or approved by Greenstone Equity Partners Financial Products Promotion LLC, 120th floor, Burj Khalifa, Downtown Dubai, Dubai, United Arab Emirates, authorized and regulated by the CMA under Category Five (Arranging and Advising) with License Number 703050. For any queries or further information regarding financial reports or the subscription, sale, and purchase of interests in the Fund, please contact uaepromotion@gsequity.com.
For Residents of the Dubai International Financial Centre (“DIFC”)
This document relates to an investment opportunity which is not subject to any form of regulation or approval by the Dubai Financial Services Authority (“DFSA”). The DFSA has no responsibility for reviewing or verifying this document or any other documents in connection with this investment opportunity. Accordingly, the DFSA has not approved this document or any other associated documents nor taken any steps to verify the information set out in this document and has no responsibility for it. The interests to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers should conduct their own due diligence on the interests. If you do not understand the contents of this document, you should consult an authorised financial adviser.
This document is strictly private and confidential and intended for distribution only to Professional Clients and, therefore, must not be delivered to, or relied on by, any person who does not meet the criteria of a Professional Client. This investment opportunity is for the exclusive use of the persons to whom it is addressed and in connection with the subject matter contained therein.
