THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY. THIS IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, OUTSIDE INDIA.

THE INITIAL PUBLIC OFFER OF EQUITY SHARES ON THE MAIN BOARD OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED ("NSE") AND BSE LIMITED ("BSE", AND TOGETHER WITH NSE, THE "STOCK EXCHANGES") IN COMPLIANCE WITH CHAPTER II OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED ("SEBI ICDR REGULATIONS")

SBI FUNDS MANAGEMENT LIMITED

(To be listed on the main board of BSE and NSE)

Our Company was originally incorporated as 'SBI Funds Management Private Limited' as a private limited company under the Companies Act, 1956, at Mumbai, Maharashtra, pursuant to a certificate of incorporation dated February 7, 1992 ("Original COI") issued by the Registrar of Companies, Maharashtra. Pursuant to an intimation made by our Company under Section 43A(2) of the Companies Act, 1956, our Company was converted to a public limited company and the name of our Company changed to 'SBI Funds Management Limited'. Consequently, the Original COI was amended by the Registrar of Companies, Maharashtra to reflect such change in our name w.e.f. June 30, 1992. Following the subsequent deletion of Section 43A(2) of the Companies Act, 1956, our Company was converted to a private limited company pursuant to the resolutions of our Board and our Shareholders each dated May 16, 2001, and the name of our Company was changed to 'SBI Funds Management Private Limited'. Consequently, the Original COI was amended by the Registrar of Companies, Maharashtra to reflect such change in our name w.e.f. August 24, 2001. Subsequently, our Company was converted to a public limited company and the name of our Company changed to 'SBI Funds Management Limited' pursuant to a resolution of our Board dated October 22, 2021 and our Shareholders dated November 23, 2021, and a fresh certificate of incorporation dated December 16, 2021 was issued by the Registrar of Companies, Maharashtra at Mumbai. For further details, see "History and Certain Corporate Matters" beginning on page 281 of the Prospectus dated July 16, 2026 (the "Prospectus") filed with the Registrar of Companies, Mumbai-I at Mumbai ("RoC").

1. We are subject to extensive and evolving regulatory requirements: The key regulatory requirements and prudential norms applicable to our Company include net worth / capital adequacy, Total Expense Ratio ("TER") / Base Expense Ratio ("BER") restrictions, investment, valuation and portfolio norms, governance and trustee oversight, risk management, compliance and SEBI inspections, cybersecurity, data protection and technology resilience, KYC, AML and investor protection. Introduction of the BER framework and reduction in TER caps under the SEBI (Mutual Funds) Regulations directly reduce our management fee and TER income. Any changes to applicable laws, regulations or guidelines, or any adverse outcome from regulatory inspections, enquiries or investigations, including penalties, enhanced supervision may lead to suspension or cancellation of our registration, or reputational damage could have a material adverse effect on our business, financial condition, results of operations and cash flows.

2. Scheme Underperformance Risk: A significant number of our schemes have underperformed relative to benchmarks and peer schemes in the past three yeaRs. Underperformance relative to benchmarks in any given period may be driven by various factors and may persist across multiple periods. Any sustained underperformance of a significant number or proportion of our schemes, or the persistence of underperformance of existing bottom-quartile schemes, could result in increased investor redemptions, deterioration in our QAAUM, loss of market share, and reputational damage, each of which could have a material adverse effect on our business, results of operations, financial condition and prospects. The following table sets forth the number and percentage of our schemes (by category) that were ranked in the bottom quartile of their respective categories based on three-year returns, as at the relevant dates:

3. Revenue and Profitability is directly linked to QAAUM which could decline due to adverse market movements, redemptions: Any decline in our QAAUM, whether due to market depreciation, investor redemptions, or other factors, directly reduces our management fee income. Investor redemptions in response to poor scheme performance, market volatility, or changes in investor preferences could result in a significant decline in our QAAUM. Large-scale redemptions, particularly by institutional investors or high-net-worth individuals, could create a compounding effect where redemptions force schemes to sell securities at unfavourable prices, resulting in further performance deterioration and additional redemptions.

The table below sets forth our management fees as a percentage of our total revenue from operations for Fiscal 2026, Fiscal 2025 and Fiscal 2024:

4. Lower fees on Passive Investment Products: We face risks relating to the growth of passive investment products, which typically have lower fees and could impact our actively managed QAAUM and reduce our profitability. The table below sets forth our mutual fund QAAUM from passive products (i.e., ETFs and index funds) as at March 31, 2026, March 31, 2025, and March 31, 2024:

5. Distribution Channel Dependence Risk: We distribute our mutual fund schemes through multiple channels, including SBI's branch network and YONO banking platform, mutual fund distributors including 132,519 institutional and individual MFDs, which includes 122,460 independent financial advisors, 9,964 national distributors, and 95 banks (including SBI) as of March 31, 2026, digital channels and direct channels including our branches, website and InvesTap mobile application. Any disruption in distribution channels or deterioration in relationships with key distributors could adversely affect our ability to attract and retain investoRs.

The table below provides a split of our MAAUM generated from direct and third party distribution channels as at the dates indicated:

6. Scheme Concentration Risk: A portion of our mutual fund QAAUM and revenue from mutual fund operations is concentrated in a limited number of schemes, and any adverse developments affecting these schemes could materially affect our business. As at March 31, 2026, our top 5 schemes by mutual fund QAAUM accounted for 42.57% of our total mutual fund QAAUM and our top 10 schemes by mutual fund QAAUM accounted for 59.47% of our mutual fund QAAUM. Any adverse developments affecting these schemes could have a disproportionate impact on our overall assets under management, revenues, and profitability.

7. B-30 Cities Redemption Volatility Risk: B-30 investors tend to be relatively newer to mutual fund investing and may exhibit higher redemption volatility during periods of market stress or market downturns compared to MAAUM sourced from T-30 cities; additionally, any material reduction in our B-30 MAAUM, or higher-than-anticipated redemption volatility from B-30 cities, could have an adverse effect on our business, financial condition, results of operations and cash flows. The table below sets forth geographic breakdown of our mutual fund MAAUM as at the dates specified:

8. We do not own 'SBI' trademark or the "SBI FUNDS" logo, and termination of the SBI Trademark License Agreement with State Bank of India or any inability to use the "SBI" name or the "SBI FUNDS" logo may materially and adversely affect our business, prospects, financial condition, and results of operations.

The table below sets forth details of our expenses in relation to royalty to SBI for logo as a percentage of total expenses for Fiscal 2026, Fiscal 2025 and Fiscal 2024:

9. A significant component of our PMS business has historically been derived from our mandate to manage a portion of a statutory provident fund institution in India's corpus, where we have served as a portfolio manager since the inception of its equity investment program. As at March 31, 2026, we held a 49.9% market share of this institution's equity corpus under management (Source: CRISIL Report) reflecting the depth of our institutional track record. This fund in India is currently undertaking a comprehensive update of its investment management structure, including appointment of new portfolio managers and asset management companies across its fixed income and exchange traded fund mandates. As part of this process, we have received a reallocation notice under our fixed income mandate, which may result, for the time being, in a material reduction of assets under management in our discretionary PMS business. Any such reallocation may also impact assets under management and mutual fund market share.

10. Offer related risk: The Offer is by way of an Offer for Sale of up to 170,956,631 Equity Shares of face value of Rs. 1 each aggregating up to Rs. 97,953.21 million by State Bank of India and Amundi India Holding, who are also our Promoters and who shall be entitled to the entire proceeds from the Offer (net of its portion of the Offer-related expenses) and the Company will not receive any proceeds from the Offer.

11. The Price/Earnings Ratio based on diluted EPS for Financial Year 2026 for the Company at the upper end of the price band is 38.16. The composite Industry peer group Price / Earnings ratio is 41.64.

12. Weighted Average Return on Net Worth for Financial Years ended 2026, 2025 and 2024 is 38.77.

13. The average cost of acquisition of Equity Shares for Promoter Selling Shareholders ranges from Rs. 0.15 per Equity Share to Rs. 4.35 per Equity Share.

14. Weighted average cost of acquisition of Equity Shares of the Promoters (including the promoter Selling Shareholders):

As certified by Kirtane & Pandit LLP, Chartered Accountants (FRN: 105215W/W-100057), by way of their certificate dated July 16, 2026.

^Also the Promoter Selling Shareholder.

*Pursuant to resolution dated November 10, 2025 passed by the Board, and resolution dated December 9, 2025 passed by the Shareholders, the Company undertook a bonus issue of Equity Shares in the ratio of three Equity Shares for every one Equity Share held. Acquisition price of Equity Shares acquired pursuant to such bonus issue is nil.

15. Weighted Average Cost of Acquisition for all Equity Shares transacted by our Promoters (including our Promoter Selling Shareholders), members of the Promoter Group and shareholders with the right to nominate directors or other rights to the extent applicable in 1 year, 18 months and 3 years immediately preceding the RHP and as on date (July 10, 2026) is as follows

As certified by Kirtane & Pandit LLP, Chartered Accountants (FRN: 105215W/W-100057), by way of their certificate dated July 16, 2026.

**Pursuant to resolution dated November 10, 2025 passed by our Board, and resolution dated December 9, 2025 passed by our Shareholders, the Company undertook a bonus issue of Equity Shares in the ratio of three Equity Shares for every one Equity Share held. Acquisition price of Equity Shares acquired pursuant to such bonus issue is nil.

16. Weighted average cost of acquisition, Floor Price and Cap Price:

Since there were no Primary Issuance or Secondary Transactions of equity shares of the Company during the 18 months preceding the date of filing of this advertisement, where either issuance or acquisition/ sale is equal to or more than five per cent of the fully diluted paid-up share capital of the Company (calculated based on the pre-issue capital before such transaction/s and excluding employee stock options granted but not vested), the information has been disclosed for price per share of the Company based on the last five secondary transactions where Promoters Selling Shareholders, the members of the Promoter Group, are a party to the transaction, during the last three years preceding to the date of this advertisement irrespective of the size of the transaction:

As certified by Kirtane & Pandit LLP, Chartered Accountants (FRN: 105215W/W-100057), by way of their certificate dated July 16, 2026.

17. The 9 BRLMs associated with the issue have handled 123 public issues in the past three years out of which 40 issues closed below the issue price on listing date

*Issues handled where there were no common BRLMs.

**SBI Capital Markets Limited ("SBICAPS") is an associate of our Company and State Bank of India, one of the Promoter Selling Shareholders, in terms of the SEBI Merchant Bankers Regulations. Accordingly, in compliance with the proviso to Regulation 21A of the SEBI Merchant Bankers Regulations and Regulation 23(3) of the SEBI ICDR Regulations, SBICAPS would be involved only in the marketing of the Offer. SBICAPS has signed the due diligence certificate and has been disclosed as a BRLM.

The Offer was made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. The Offer was made through the Book Building Process in compliance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Net Offer was made available for allocation on a proportionate basis to QIBs (such portion the "QIB Portion") provided that the Company, in consultation with the BRLMs, allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations ("Anchor Investor Portion"), of which 40% was reserved as under: (i) 33.33% for domestic Mutual Funds; and (ii) 6.67% was reserved for Life Insurance Companies and Pension Funds, subject to valid Bids having been received from domestic Mutual Funds, Life Insurance Companies and Pension Funds at or above the price at which Equity Shares was allocated to the Anchor Investors ("Anchor Investor Allocation Price"), in accordance with the SEBI ICDR Regulations. Any under-subscription in the reserved category specified in clause (ii) above, could be allocated to domestic Mutual Funds. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares were added to the QIB Portion (excluding the Anchor Investor Portion) ("Net QIB Portion"). Further, 5% of the Net QIB Portion was made available for allocation on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Portion was made available for allocation on a proportionate basis to all QIBs (other than Anchor Investors) including Mutual Funds, subject to valid Bids having been received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion were added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Net Offer was made available for allocation to NIBs of which (a) one third portion was reserved for NIBs with application size of more than Rs. 0.20 million and up to Rs. 1.00 million; and (b) two-thirds of the portion was reserved for NIBs with application size of more than Rs. 1.00 million, provided that the unsubscribed portion in either of such sub-categories could be allocated to Bidders in the other sub-category of NIBs in accordance with SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price and not less than 35% of the Net Offer was made available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received from them at or above the Offer Price. Further, Equity Shares was allocated on a proportionate basis to (i) Eligible SBIFM Employees and Eligible SBI Employees Bidding under the Employee Reservation Portion, subject to valid Bids having been received from them at or above the Offer Price (net of Employee Discount, if any); and (iii) Eligible SBI Shareholders Bidding in the SBI Shareholder Reservation Portion subject to valid Bids having been received at or above the Offer Price. All potential Bidders (except Anchor Investors) were required to mandatorily utilise the Application Supported by Blocked Amount ("ASBA") process by providing details of their respective ASBA accounts and UPI ID (in case of UPI Bidders using the UPI Mechanism (as defined hereinafter)), in which case the corresponding Bid Amounts were blocked by the SCSBs or under the UPI Mechanism, as applicable to participate in the Offer. Anchor Investors were not permitted to participate in the Anchor Investor Portion of the Offer through the ASBA process. For details, see "Offer Procedure" beginning on page 507 of the Prospectus.

The bidding for Anchor Investor opened and closed on Monday, July 13, 2026. The Company received 129 Anchor Investor Application Forms from 71 Anchor Investors (including 23 domestic mutual funds through 70 Mutual Fund schemes) for 48,419,046 Equity Shares. The Anchor Investor Offer Price was finalized at Rs. 574 per Equity Share. A total of 46,393,095 Equity Shares were allocated under the Anchor Investor Portion aggregating to Rs. 26,629,636,530/-.

The Offer received 6,391,607 applications for 5,192,087,628 Equity Shares resulting in 41.68 times subscription as disclosed in the Prospectus. The details of the applications received in the Offer from Retail Individual Bidders, Non-Institutional Bidders, Eligible SBIFM Employees, Eligible SBI Employees, SBI Shareholders and QIBs (excluding Anchor Investors) are as under (before rejections):

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being NSE on July 17, 2026.

The Basis of Allotment to the Retail Individual Bidders, who have bid at cut-off or at the Offer Price of Rs. 574 per Equity, was finalized in consultation with NSE. This category has been subscribed to the extent of 3.43 times. The total number of Equity Shares Allotted in Retail Individual Bidders category is 54,125,280 Equity Shares to 2,081,741 successful applicants. The category-wise details of the Basis of Allotment are as under:

The Basis of Allotment to the Non-Institutional Bidders (more than Rs. 0.20 million and upto Rs. 1 million), who have bid at the Offer Price of Rs. 574 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 15.25 times. The total number of Equity Shares allotted in this category is 7,732,183 Equity Shares to 21,242 successful applicants. The category-wise details of the Basis of Allotment are as under:

The Basis of Allotment to the Non-Institutional Bidders (more than Rs. 1 million), who have bid at the Offer Price of Rs. 574 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 25.83 times. The total number of Equity Shares allotted in this category is 15,464,366 Equity Shares to 42,484 successful applicants. The category-wise details of the Basis of Allotment are as under: (Sample)

D. Allotment to SBIFM Employee Reservation Portion (After Rejections) (including ASBA Applications) The Basis of Allotment to the SBIFM Employee Reservation Portion, who have bid at the Offer Price of Rs. 520 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 2.35 times. The total number of Equity Shares allotted in this category is 270,271 Equity Shares to 1,520 successful applicants. The category-wise details of the Basis of Allotment are as under:

*Note: 677 Applications from above 2 Lakhs Category has been added to Category 364 (upto 2 Lakh Category) initial having 56 cases.

E. Allotment to SBI Employee Reservation Portion (After Rejections) (including ASBA Applications) The Basis of Allotment to the SBI Employee Reservation Portion, who have bid at the Offer Price of Rs. 520 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 3.90 times. The total number of Equity Shares allotted in this category is 2,987,076 Equity Shares to 42,767 successful applicants. The category-wise details of the Basis of Allotment are as under:

*Note: 11,696 Applications from above 2 Lakhs Category has been added to Category 364 (upto 2 Lakh Category) initial having 1,716 cases

The Basis of Allotment to the SBI Shareholder Reservation Portion, who have bid at the Offer Price of Rs. 574 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 9.11 times. The total number of Equity Shares allotted in this category is 13,055,629 Equity Shares to 378,724 successful applicants. The category-wise details of the Basis of Allotment are as under:

Allotment to QIBs, who have bid at the Offer Price of Rs. 574 per Equity Share or above, has been done on a proportionate basis in consultation with NSE. This category has been subscribed to the extent of 130.06 times of Net QIB portion. As per the SEBI Regulations, Mutual Funds were allotted 5% of the Equity Shares of Net QIB portion available i.e. 1,546,437 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining available Equity Shares i.e. 29,382,294 Equity Shares on a proportionate basis. The total number of Equity Shares allotted in the QIB category is 30,928,731 Equity Shares, which were allotted to 355 successful Applicants.

The Company, in consultation with the BRLMs, have allocated 46,393,095 Equity Shares to 71 Anchor Investors (through 129 Anchor Investor Application Forms) (including 23 domestic Mutual Funds through 70 schemes) at an Anchor Offer Price at Rs. 574 per Equity Share in accordance with SEBI ICDR Regulations. This represents 60% of the QIB portion.

The Board of Directors of our Company at its meeting held on July 18, 2026 has taken on record the basis of allotment of Equity Shares approved by the Designated Stock Exchange, being NSE and has allotted the Equity Shares to various successful applicants. The Allotment Advice Cum Refund Intimation and/or notices have been dispatched to the address of the investors as registered with the depositories. Further, instructions to the SCSBs have been issued for unblocking of funds and transfer to the Public Offer Account on July 18, 2026 and the payments to non-syndicate brokers have been issued on July 18, 2026. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Equity Shares allotted to the successful allottees have been uploaded on July 20, 2026 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the Listing application with BSE and NSE on July 20, 2026. The Company has received the listing and trading approval from BSE & NSE, and trading will commence on July 21, 2026.

Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus.

All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the First/ Sole applicant, Serial number of the Bid cum Application form number, Bidders DP ID, Client ID, PAN, date of submission of Bid cum Application Form, address of the Bidder, number of Equity Shares bid for, name of the Member of the Syndicate, place where the bid was submitted and payment details at the address given below:

KFin Technologies Limited

301, The Centrium, 3rd Floor, 57 Lal Bahadur Shastri Road, Nav Pada, Kurla (West), Kurla, Mumbai 400 070, Maharashtra, India

Telephone: +91 40 67162222/18003094001; E-mail: sbifml.ipo@kfintech.com; Investor grievance e-mail: einward.ris@kfintech.com

Contact person: M. Murali Krishna; SEBI registration no: INR000000221

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF SBI FUNDS MANAGEMENT LIMITED.

SBI FUNDS MANAGEMENT LIMITED has filed a Prospectus dated July 16, 2026 with the Registrar of Companies, Mumbai-I at Mumbai, Securities and Exchange Board of India ("SEBI"), BSE Limited ("BSE") and the National Stock Exchange of India ("NSE", together with "BSE", the "Stock Exchanges"). The Prospectus is made available on the website of SEBI at www.sebi.gov.in as well as on the website of the BRLMs i.e., Kotak Mahindra Capital Company Limited at https://investmentbank.kotak.com, Axis Capital Limited at www.axiscapital.co.in, B of A Securities India Limited at https://business.bofa.com/bofas-india, HSBC Securities and Capital Markets (India) Private Limited at www.business.hsbc.co.in, ICICI Securities Limited at www.icicisecurities.com, Jefferies India Private Limited at www.jefferies.com, JM Financial Limited at www.jmfl.com, Motilal Oswal Investment Advisors Limited at www.motilaloswal.com and SBI Capital Markets Limited at www.sbicaps.com, the website of the NSE at www.nseindia.com and the website of the BSE at www.bseindia.com and the website of the Company at https://sbifunds.com/investor-relations. Potential investors should note that investment in equity shares involves a high degree of risk. Any potential investors should note that investment in equity shares involves a high degree of risk and for details relating to such risk, see 'Risk Factors' on page 24 of the Prospectus.

The Equity Shares have not been and will not be registered under the U.S. 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 or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws in the United States. The Company has not registered and does not intend to register under the U.S. Investment Company Act in reliance on Section 3(c)(7) of the U.S. Investment Company Act, and investors will not be entitled to the benefits of the U.S. Investment Company Act. Accordingly, the Equity Shares are only being offered and sold (i) to persons in the United States or to or for the account or benefit of, U.S. Persons, in each case to investors that are both "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act and referred to in the Red Herring Prospectus as "QIBs" and, for the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined under applicable Indian regulations and referred to in the Red Herring Prospectus as "QIBs") and "qualified purchasers" (as defined under the U.S. Investment Company Act and referred to in the Red Herring Prospectus as "QPs") in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and in reliance on Section 3(c)(7) of the U.S. Investment Company Act; or (ii) outside the United States to investors that are not U.S. Persons or persons acquiring for the account or benefit of U.S. Persons in "offshore transactions" as defined in, and in reliance on, Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. For publication or distribution, directly or indirectly, in or into the United States. The equity shares described in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any other applicable law of the United States and, unless so registered, may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the equity shares of the Company are being offered and sold (i) within the United States only to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A of the U.S. Securities Act) pursuant to Section 4(a) of the U.S. Securities Act, and (ii) outside the United States in "offshore transactions", as defined in, and in reliance on, Regulation S of the U.S. Securities Act and the applicable laws of the jurisdictions where those offers and sales occur. There will be no public offering of securities in the United States.