This information memorandum (Information Memorandum) is being issued by Safe As Houses Property Investment Guernsey Limited (SAHPI) to a limited number of recipients in connection with the issuance of loan notes on the terms set out herein (Proposed Transaction).
The purpose of this Information Memorandum is to assist the recipient in deciding whether it wishes to proceed with a further investigation of the Proposed Transaction and in determining the level of any indicative offer it may wish to make in connection with the Proposed Transaction (Specified Purpose). This Information Memorandum does not constitute an offer or invitation in respect of the Proposed Transaction, or any other sale or purchase of securities, or any of the businesses or assets, described in the Information Memorandum.
The information in this Information Memorandum, which does not purport to be comprehensive, has been provided by SAHPI and has not been independently verified. While the Information Memorandum has been prepared in good faith, no representation, warranty, assurance or undertaking (express or implied) is or will be made, and no responsibility or liability is or will be accepted by SAHPI or by its officers, employees or agents in relation to the adequacy, accuracy, completeness or reasonableness of this Information Memorandum, or of any other information (whether written or oral), notice or document supplied or otherwise made available to any interested party or its advisers in connection with the Proposed Transaction. All and any such responsibility and liability is expressly disclaimed. In particular, but without prejudice to the generality of the foregoing, no representation, warranty, assurance or undertaking is given as to the achievement or reasonableness of any future projections, management estimates, prospects or returns contained in this Information Memorandum, or in such other information, notice or document. The recipient acknowledges and agrees that no person has, nor is held out as having, any authority to give any statement, warranty, representation, assurance or undertaking on behalf of SAHPI in connection with the Proposed Transaction.
No information set out or referred to in this Information Memorandum shall form the basis of any contract. Any prospective purchaser of the loan notes shall be required to enter into a subscription agreement acknowledging that it has not relied on, or been induced to enter into such an agreement by, any representation, warranty, assurance or undertaking save as expressly set out in that agreement.
This Information Memorandum has been delivered to interested parties for information only and on the express understanding that they shall use it only for the Specified Purpose. SAHPI gives no undertaking to provide the recipient with access to any additional information or to update this Information Memorandum or any additional information, or to correct any inaccuracies in it which may become apparent.
SAHPI reserves the right, without giving reasons, at any time and in any respect, to amend or terminate the procedure for the Proposed Transaction or to terminate negotiations with any prospective purchaser. The issue of this Information Memorandum shall not be deemed to be any form of commitment on the part of SAHPI (or any other person) to proceed with the Proposed Transaction or any other transaction.
[This Information Memorandum is not being distributed to persons outside the UK. However, any recipient of this Memorandum in jurisdictions outside the UK should inform themselves about and observe any applicable legal requirements. This Information Memorandum does not constitute an offer to sell or an invitation to purchase securities in the Company in any jurisdiction.]
This Information Memorandum shall not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
By accepting this Information Memorandum, the recipient agrees to be bound by the foregoing limitations.
Notice for the purposes of investors in the United Kingdom
This Information Memorandum is issued for the purposes of an offer of loan notes (the Notes) being made by SAHPI. No person who is authorised and regulated under the UK Financial Services and Markets Act 2000 (FSMA) has been asked to approve the content of this Information Memorandum. It is being issued in the United Kingdom on the basis that it is an exempt financial promotion under the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the FPO) by virtue of it being made solely to legal and natural persons in the UK who fall within the exemptions under article 19 (investment professionals) or article 49 (high net worth companies and associations) of the FPO.
• Article 19 applies to persons who are authorised under FSMA or exempt from authorisation, governmental entities and persons who do or are expected to invest on a professional basis (or the director, officer or employee of any such entity if responsible for its investments and if approached in such capacity); and
• Article 49 applies to bodies corporate themselves having, or in a group with one that has, called up share capital or net assets of (a) £5m or more or (b) £500,000 or more and 20 or more members; unincorporated entities having net assets of £5m or more; or trusts which have in the preceding 12 months at any time had gross cash and investments in excess of £10m (or the director, officer or employee of any such entity if responsible for its investments and if approached in such capacity).
Persons who do not fall within such descriptions may not act upon the information contained in this Information Memorandum.
Holders of Notes are not entitled to raise complaint with the Financial Ombudsman in the UK, nor in the event of a default by SAHPI to claim under the Financial Services Compensation Scheme.
This Information Memorandum is not required to comply with the standards as to form or content for a Compliant Prospectus, as defined for the purposes of the Prospectus Regulations of the UK Financial
Conduct Authority (FCA), as participation in the offer described herein is required to be in amounts in excess of €100,000 per investor.
Notes for the purposes of Investors within the EEA
In relation to each Member State of the EEA which has implemented the Prospectus Directive (each, a Relevant Member State), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) no offer of Notes which are the subject of the offering contemplated by this Information Memorandum will be made to the public in that Relevant Member State except that, with effect from and including the Relevant Implementation Date, an offer of such Notes may be made to the public in that Relevant Member State:
a) [SEE NOTE DOCUMENTATION] if the Notes specify that an offer of those Notes may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a Non-exempt Offer), following the date of publication of a prospectus in relation to such Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, [provided that any such prospectus has subsequently been completed by the final terms contemplating such Non-exempt Offer, in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or final terms, as applicable and SAHPI has consented in writing to its use for the purpose of that Non-exempt Offer];
b) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
c) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or
d) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive.
Provided that no such offer of Notes referred to in (b) to (d) above shall require SAHPI to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this section:
• the expression an offer of Notes to the public in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State; and
• the expression Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.