Investment Projects, Business Armenia Dried fruits Ararat | Page 2
Information to Investors
The offer under this information memorandum (the
”Offer”) is not addressed to the public but to a targeted
group of investors - so-called Private Placement. Further-
more, the offer is not addressed to persons whose partici-
pation requires further memoranda, registration or other
measures than those arising from Armenian law. The
offer, the application form or other related documents
may not be distributed in any country where the distri-
bution or Offer requires action as above or contravenes
the rules of such country. Notification of subscription of
shares contrary to the above may be considered invalid.
The shares covered by the Offer have not been registered
and will not be registered under the United States Secu-
rities Act of 1933 (”Securities Act”) or any provincial law
in Canada and may not be offered or sold, directly or
indirectly, in the United States or in Canada or to Per-
sons resident there other than in exceptional cases that
do not require registration under the Securities Act or
any provincial law in Canada.
The figures reported in this memorandum have, in some
cases, been rounded off and therefore do not always ne-
cessarily compile tables accurately. All financial figures
are in US Dollars unless otherwise stated. Except where
expressly stated, no information in this memorandum
has been revised or audited by the auditor.
The offer and this investment memorandum are gover-
ned by Armenian law. Disputes arising from the Offer
or this investment memorandum shall be determined by
Armenian Court exclusively.
Private Company – LLC
A private company (LLC) can target an investment offer
to a non-qualified investor. This offer is aimed at future
shareholders. The company will be associated with the
completion of the issue being converted to a Closed JSC
(joint stock company) with a maximum of 49 sharehol-
ders.
Forwarding information
This investment memorandum may contain for-
ward-looking information. Such information is not a gu-
arantee of future conditions and is subject to unavoida-
ble risks and uncertainties. Forward-looking information
can be distinguished by not only referring to historical
or current facts, or it may include words such as ”can”,
”should”, ”expected”, ”faith”, ”estimated”, ”planned”,
”expected return” , ”Prepared”, ”expected”, ”intend to”,
”forecast”, ”try” or ”could”, or negatives of such words
and other variations thereof or comparable terminology.
This forward-looking information reflects the company’s
current management and executive management’s cur-
rent expectations based on today’s available information,
and is based on a number of assumptions that are subject
to risks and uncertainties that may be outside the mana-
gement’s control.
Actual results may significantly deviate from what is ex-
pressed or suggested in the forward-looking information.
All forward-looking information is based exclusively on
the circumstances prevailing at the time of its release
and the Company and its Board have no obligation (and
expressly deny any such obligation) to update or modify
such forward-looking information, whether as a result of
new information, new circumstances or other. All for-
ward-looking information attributable to the Company
or persons acting on its behalf is subject to the reserva-
tions contained in or referred to in this section.
Industry and market information
This memorandum contains information from third
parties in the form of industry and market information,
as well as statistics and calculations obtained from indu-
stry reports and studies, market research, publicly availa-
ble information, commercial publications and also from
sources published by government of RA.
Certain information in this memorandum regarding the
industry in which the Company operates is not based
on published statistics or information from independent
third parties. Such information and statements reflect the
Company’s best estimates based on information recei-
ved from industry and business organizations and other
contacts within the industry in which the Company
competes and information published by its competitors.
The Company believes that such information is useful
for investors’ understanding of the industry in which the
Company operates and the Company’s position in the
industry. However, the company does not have access to
the facts and assumptions underlying the figures, mar-
ket information and other information gathered from
publicly available sources. Nor has the company made
any independent verifications of market information
provided by third parties, industry or publications.
Although the Company is of the opinion that its internal
analyzes are reliable, these have not been verified by any
independent source and the Company can not guarantee
their accuracy. Neither the Company nor its board take
any responsibility for the accuracy of any market share
or industry information contained in this memorandum.
The company confirms that the information provided
by third parties has been correctly reproduced. As far as
the Company is aware and insured by comparison with
other information published by a third party concerned,
no information has been omitted in such a way as to
render the stated information incorrect or misleading.