This material has been prepared by GLG LLC and is distributed by Man Investments Inc. (“Man Investments”), each of which is a member of Man Group. “Man Group” refers to the group of entities affiliated with Man Group plc. “GLG LLC” refers to the GLG global asset management division of the Man Group. Man Investments is registered as a broker-dealer with the US Securities and Exchange Commission (“SEC”) and is a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). GLG LLC is registered with the SEC as an investment adviser. The registrations and memberships above in no way imply a certain level of skill or that the SEC, FINRA or SIPC have endorsed the entities, products or services discussed herein.

Australia: To the extent this material is distributed in Australia it is communicated by Man Investments Australia Limited ABN 47 002 747 480 AFSL 240581, which is regulated by the Australian Securities & Investments Commission ('ASIC'). This information has been prepared without taking into account anyone’s objectives, financial situation or needs.

Austria/Germany/Liechtenstein: To the extent this material is distributed in Austria, Germany and/or Liechtenstein it is communicated by Man (Europe) AG, which is authorised and regulated by the Liechtenstein Financial Market Authority (FMA). Man (Europe) AG is registered in the Principality of Liechtenstein no. FL-0002.420.371-2. Man (Europe) AG is an associated participant in the investor compensation scheme, which is operated by the Deposit Guarantee and Investor Compensation Foundation PCC (FL-0002.039.614-1) and corresponds with EU law. Further information is available on the Foundation's website under www.eas-liechtenstein.li.

Canada: No securities commission or similar authority in Canada has reviewed or in any way passed upon this document or the merits of the securities described herein and any representation to the contrary is an offence.

This is not the final offering memorandum but rather a preliminary description of the investment opportunity which has been prepared solely for the benefit of accredited investors who are also permitted clients under applicable Canadian securities laws. If and when the final offering memorandum is prepared, only accredited investors (who are, where applicable, also permitted clients) entitled under applicable Canadian securities laws in the relevant Canadian offering jurisdictions will be entitled to participate in the offering.
Securities legislation in certain of the Canadian jurisdictions provides purchasers pursuant to an offering memorandum with a remedy for damages or rescission, or both, in addition to any other rights they may have at law, where the offering memorandum and any amendment to it contains a “misrepresentation” . Where used herein, “misrepresentation” means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make any statement not misleading in light of the circumstances in which it was made. These remedies, or notice with respect to these remedies, must be exercised or delivered, as the case may be, by the purchaser within the time limits prescribed by applicable securities legislation.

Ontario
Section 130.1 of the Securities Act (Ontario) provides that every purchaser of securities pursuant to an offering memorandum shall have a statutory right of action for damages or rescission against the issuer in the event that the offering memorandum contains a misrepresentation. A purchaser who purchases securities offered by an offering memorandum during the period of distribution has, without regard to whether the purchaser relied upon the misrepresentation, a right of action for damages or, alternatively, while still the owner of the securities, for rescission against the issuer and the selling security holders, provided that:

1. if the purchaser exercises its right of rescission, it shall cease to have a right of action for damages against the issuer;
2. the issuer will not be liable if they prove that the purchaser purchased the securities with knowledge of the misrepresentation;
3. the issuer will not be liable for all or any portion of damages that it proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied upon; and
4. in no case shall the amount recoverable exceed the price at which the securities were offered.

Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than:

1. in the case of an action for rescission, 180 days from the day of the transaction that gave rise to the cause of action; or
2. in the case of an action for damages, the earlier of:
3. 180 days from the day that the purchaser first had knowledge of the facts giving rise to the cause of action; or
4. three years from the day of the transaction that gave rise to the cause of action.

The rights referred to in section 130.1 of the Securities Act (Ontario) do not apply in respect of an offering memorandum delivered to a prospective purchaser in connection with a distribution made in reliance on the exemption from the prospectus requirement in section 2.3 of National Instrument 45-106 Prospectus and Registration Exemptions (the “accredited investor” exemption) if the prospective purchaser is:

1. a Canadian financial institution or a Schedule III bank,
2. the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada), or
3. a subsidiary of any person referred to in paragraphs (a) and (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary.

The foregoing summary is subject to the express provisions of the Securities Act (Ontario) and the regulations, rules and instruments thereunder, and reference is made to the complete text of such provisions contained therein. Such provisions may contain limitations and statutory defenses on which the issuer may rely. The enforceability of these rights may be limited.

Similar rights may be available to investors resident in other Canadian jurisdictions under local provincial securities laws.

The issuer and related entities, their affiliates, and their respective shareholders, members, partners, managers, directors, officers, principals, employees and agents, are not registered with or licensed by any securities regulatory authority in Canada and, accordingly, the protections available to clients of a registered adviser, dealer or investment fund manager will not be available to purchasers in Canada. Man Investments, Inc. (“MII”) will be relying on the international dealer exemption pursuant to subsection 8.18(2) of NI 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations in Ontario. Please note that:

1. MII is not registered in Ontario to trade in securities;
2. MII’s head office or principal place of business is located in the State of New York, U.S.A.;
3. all or substantially all of MII’s assets may be situated outside of Canada;
4. there may be difficulty enforcing legal rights against MII because of the above;
5. the name and address of MII’s agent for service of process in Ontario is 152928 Canada Inc., c/o Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9.

Please note that MII’s agent for service of process is solely for purposes of serving upon it notices, pleadings, subpoenas, summons or other processes in actions, investigations or administrative,criminal,quasi-criminal or other proceedings arising out of or relating to or concerning MII’s activities in Ontario.

European Economic Area: Unless indicated otherwise this material is communicated in the European Economic Area by Man Asset Management (Ireland) Limited (‘MAMIL’) which is registered in Ireland under company number 250493 and has its registered office at 70 Sir John Rogerson's Quay, Grand Canal Dock, Dublin 2, Ireland. MAMIL is authorised and regulated by the Central Bank of Ireland under number C22513.

Hong Kong SAR: To the extent this material is distributed in Hong Kong SAR, this material is communicated by Man Investments (Hong Kong) Limited and has not been reviewed by the Securities and Futures Commission in Hong Kong.

Japan: To the extent this material is distributed in Japan it is communicated by Man Group Japan Limited, Financial Instruments Business Operator, Director of Kanto Local Finance Bureau (Financial instruments firms) No. 624 for the purpose of providing information on investment strategies, investment services, etc. provided by Man Group, and is not a disclosure document based on laws and regulations. This material can only be communicated only to professional investors (i.e. specific investors or institutional investors as defined under Financial Instruments Exchange Law) who may have sufficient knowledge and experience of related risks.

Switzerland: To the extent this material is made available in Switzerland the communicating entity is:

• For Clients (as such term is defined in the Swiss Financial Services Act): Man Investments (CH) AG, Huobstrasse 3, 8808 Pfäffikon SZ, Switzerland. Man Investment (CH) AG is regulated by the Swiss Financial Market Supervisory Authority (‘FINMA’); and
• For Financial Service Providers (as defined in Art. 3 d. of FINSA, which are not Clients): Man Investments AG, Huobstrasse 3, 8808 Pfäffikon SZ, Switzerland, which is regulated by FINMA.

United Kingdom: Unless indicated otherwise this material is communicated in the United Kingdom by Man Solutions Limited ('MSL') which is a private limited company registered in England and Wales under number 3385362. MSL is authorised and regulated by the UK Financial Conduct Authority (the 'FCA') under number 185637 and has its registered office at Riverbank House, 2 Swan Lane, London, EC4R 3AD, United Kingdom.

United States: To the extent this material is distributed in the United States, it is communicated and distributed by Man Investments, Inc. (‘Man Investments’). Man Investments is registered as a broker-dealer with the SEC and is a member of the Financial Industry Regulatory Authority (‘FINRA’). Man Investments is also a member of the Securities Investor Protection Corporation (‘SIPC’). Man Investments is a wholly owned subsidiary of Man Group plc. The registration and memberships described above in no way imply a certain level of skill or expertise or that the SEC, FINRA or the SIPC have endorsed Man Investments. Man Investments Inc, 1345 Avenue of the Americas, 21st Floor, New York, NY 10105.

This material is proprietary information and may not be reproduced or otherwise disseminated in whole or in part without prior written consent. Any data services and information available from public sources used in the creation of this material are believed to be reliable. However accuracy is not warranted or guaranteed. © Man 2024