Audit and Risk Committee Terms of Reference

THIS WEBSITE IS NOT INTENDED TO OFFER OR TO PROMOTE THE OFFER OR SALE OF THE SHARES (THE “SHARES”) OF BIOPHARMA CREDIT PLC (THE “COMPANY”) IN THE UNITED STATES OR TO ANY “U.S. PERSONS” AS DEFINED IN REGULATION S (“US PERSONS”) UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
THE MATERIALS CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO ANY PERSONS TO WHOM OR INTO OR WITHIN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW OR REGULATION.

The information contained herein and on the pages that follow does not constitute or form a part of any offer to sell, or the solicitation of any offer to purchase or otherwise acquire, any securities in the United States or in any jurisdiction in which such an offer or solicitation would be unlawful. The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the “Investment Company Act”) and, as such, holders of the shares of the Shares will not be entitled to the benefits of the Investment Company Act. The Shares have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any US Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act. There has been and will be no public offer of the Shares in the United States. The Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, South Africa or Japan. Potential users of the information contained herein and on the pages that follow are requested to inform themselves about and to observe any applicable restrictions.

The information contained herein and on the pages that follow may contain forward-looking statements. Any statement other than a statement of historical fact is a forward-looking statement. Actual results may differ materially from those expressed or implied by any forward-looking statement. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. You should not place undue reliance on any forward-looking statement, which speaks only as of the date of its issuance.

The Company may change these terms and conditions from time to time and any such changes will be posted on this website. Your access to this website is governed by the version of these terms and conditions then in force.

By clicking “I understand and agree” below, you represent, warrant, undertake and agree that you (1) have read, understood and agree to be bound by the terms and conditions and other information set out above, (2) are permitted under applicable laws and regulations to receive the information contained herein and on the pages that follow, (3) are either (a) located outside the United States and are not a US Person or (b) an existing shareholder of the Company who is a “qualified purchaser” as defined under the Investment Company Act and (4) will not further transmit or send any information contained in this website to any other persons in the United States or who are US Persons or to any publications with a general circulation in the United States. If you cannot so represent, warrant, undertake and agree, you must click the button labelled “I decline” or otherwise exit this website.