The materials contained herein have been prepared for use solely by individuals who are resident in the United Kingdom for tax and investment purposes. The materials contained herein are not for release, publication, or distribution, directly or indirectly, in whole or in part, to US persons or into or within the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. By using this website you conform that you are a professional client (as such term is defined in COBS 3.5 of the handbook of rules and guidance of the UK Financial Conduct Authority https://www.handbook.fca.org.uk/handbook/COBS/3/5.html).
The information contained herein and on the pages that follow does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States or in any jurisdiction in which such an offer or solicitation would be unlawful. The securities referred to herein and on the pages that follow have not been and will not be registered under the US Securities Act of 1933, as amended (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, delivered, distributed or otherwise transferred, directly or indirectly, into or within the United States, or to, or for the account or benefit of, US persons as defined in Regulation S under the Securities Act (“US Persons”). No public offering of the securities referred to herein and on the pages that follow is being made in the United States. BWP REIT PLC (the “Company”) has not been and will not be registered under the US Investment Company Act of 1940 (the “Investment Company Act”) and, as such, holders of the securities referred to herein and on the pages that follow will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the securities referred to herein and on the pages that follow may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act. The offer and sale of the securities referred to herein and on the pages that follow have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, the Republic of South Africa or any other restricted jurisdiction. There will be no public offering of the securities referred to herein and on the pages that follow in Australia, Canada, Japan, the Republic of South Africa or any other restricted jurisdiction. The securities referred to herein and on the pages that follow may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, into or within Australia, Canada, Japan or the Republic of South Africa or to any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa. Potential users of this information are requested to inform themselves about and to observe any such restrictions.
Monaco
The Company may not be offered to the public in Monaco other than by a duly authorised Monegasque intermediary. Consequently, this website and its content may only be communicated to companies authorised by the “Commission de Contrôle des Activités Financières” by virtue of Law n° 1.338, of September 7, 2007, and authorised under Law n° 1.144 of July 26, 1991. Such regulated intermediaries may in turn communicate this website and its content to potential investors under their own liability.
Hong Kong
WARNING – The contents of this website have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this website, you should obtain independent professional advice.
This website and its content have not been registered by the Registrar of Companies in Hong Kong. The Company is a collective investment scheme as defined in the Securities and Futures Ordinance of Hong Kong (the “Ordinance”) but has not been authorised by the Securities and Futures Commission pursuant to the Ordinance. Accordingly, the Shares may only be offered or sold in Hong Kong to persons who are “professional investors” as defined in the Ordinance and any rules made under the Ordinance or in circumstances which are permitted under the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong and the Ordinance. In addition, this document and its content may not be issued or possessed for the purposes of issue, whether in Hong Kong or elsewhere, and the Shares may not be disposed of to any person unless such person is outside Hong Kong, such person is a “professional investor” as defined in the Ordinance and any rules made under the Ordinance or as otherwise may be permitted by the Ordinance.
United Arab Emirates
United Arab Emirates (UAE) (excluding the Dubai International Financial Centre (DIFC) and the Abu Dhabi Global Market (ADGM))
This website, and the information contained herein, does not constitute, and is not intended to constitute, a public offer of securities in the United Arab Emirates (“UAE”) and accordingly should not be construed as such. The Shares are only being offered to a limited number of investors in the UAE who (a) are willing and able to conduct an independent investigation of the risks involved in an investment in such Shares, and (b) upon their specific request. The Shares have not been approved by or licensed or registered with the UAE Central Bank, the Securities and Commodities Authority, or any other relevant licensing authorities or governmental agencies in the UAE. The website and the information contained herein is for the use of the named addressee only, who has specifically requested it without a promotion effected by M7 Real Estate Financial Services Ltd, its promoters or the distributors of its units, and should not be given or shown to any other person (other than employees, agents or consultants in connection with the addressee’s consideration thereof). No transaction will be concluded in the UAE and any enquiries regarding the Shares should be made to InvestorRelations@m7re.eu in the UK.
Saudi Arabia
This website and the information contained herein may not be distributed in the Kingdom except to such persons as are permitted under the Investment Funds Regulations issued by the Capital Market Authority.
The Capital Market Authority does not make any representation as to the accuracy or completeness of this website, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this website. Prospective subscribers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities to be offered. If you do not understand the contents of this website, you should consult an authorised financial adviser.
Bahrain
The website and the information included herein have not been approved by the Central Bank of Bahrain which takes no responsibility for its contents. No offer to the public to purchase the Shares will be made in the Kingdom of Bahrain and this content is intended to be read by the addressee only and must not be passed to, issued to, or shown to the public generally
Israel
This website has not been approved by the Israel Securities Authority and will only be available to Israeli residents in a manner that will not constitute “an offer to the public” under sections 15 and 15A of the Israel Securities Law, 5728-1968 (“the Securities Law”) or section 25 of the Joint Investment Trusts Law, 5754-1994 (“the Joint Investment Trusts Law “), as applicable. The Shares are being offered to a limited number of investors (35 investors or fewer during any given 12 month period) and/or those categories of investors listed in section 15A(b) of and/or the First Addendum (“the Addendum”) to the Securities Law, (“Sophisticated Investors”) namely joint investment funds or mutual trust funds, provident funds, insurance companies, banking corporations (purchasing Shares for themselves or for clients who are Sophisticated Investors), portfolio managers (purchasing Shares for themselves or for clients who are Sophisticated Investors), investment advisors or investment marketers (purchasing Shares for themselves), members of the Tel-Aviv Stock Exchange (purchasing Shares for themselves or for clients who are Sophisticated Investors), underwriters (purchasing Shares for themselves), venture capital funds engaging mainly in the capital market, an entity which is wholly-owned by Sophisticated Investors, corporations, (other than formed for the specific purpose of an acquisition pursuant to an offer), with a shareholders equity in excess of NIS 50 million, and individuals investing for their own account, in respect of which at least one of the following applies: the total value of their cash, deposits, financial assets (as defined in the Investment Advice Law) and securities traded on a stock exchange licensed under the Securities Law (together, “Liquid Assets”) exceeds NIS 8,094,444 ; their level of income over each of the preceding two years exceeds NIS 1,214,317, or the level of income of their “family unit” exceeds NIS 1,821,475; or the aggregate value of all their Liquid Assets exceeds NIS 5,059,652 and their level of income over each of the preceding two years exceeds NIS 607,158, or the level of income of their “family unit” exceeds NIS 910,737; each as defined in the said Addendum, as amended from time to time, and who in each case have provided written confirmation that they qualify as Sophisticated Investors, and that they are aware of the consequences of such designation and agree thereto; in all cases under circumstances that will fall within the private placement or other exemptions of the Joint Investment Trusts Law, the Securities Law and any applicable guidelines, pronouncements or rulings issued from time to time by the Israel Securities Authority.
This website may not be reproduced or used for any other purpose, nor be furnished to any other person other than those to whom copies have been sent. Any offeree who purchases a Share is purchasing such Share for its own benefit and account and not with the aim or intention of distributing or offering such Share to other parties (other than, in the case of an offeree which is a Sophisticated Investor by virtue of it being a banking corporation, portfolio manager or member of the Tel-Aviv Stock Exchange, as defined in the Addendum, where such offeree is purchasing Share for another party which is a Sophisticated Investor).
Nothing in this document should be considered investment advice or investment marketing as defined in the Regulation of Investment Counselling, Investment Marketing and Portfolio Management Law, 5755-1995 (“the Investment Advice Law”).
Investors are encouraged to seek competent investment counselling from a locally licensed investment counsel prior to making the investment. M7 Real Estate Financial Services Ltd does not hold a licence under the Investment Advice Law, nor does it carry the insurance as required of a licensee thereunder. As a prerequisite to the receipt of a copy of this document a recipient shall be required by the Issuer to provide confirmation that it is a Sophisticated Investor purchasing Shares for its own account or, where applicable, for other Sophisticated Investors.
This website does not constitute an offer to sell or solicitation of an offer to buy any securities other than the Shares offered hereby, nor does it constitute an offer to sell to or solicitation of an offer to buy from any person or persons in any state or other jurisdiction in which such offer or solicitation would be unlawful, or in which the person making such offer or solicitation is not qualified to do so, or to a person or persons to whom it is unlawful to make such offer or solicitation.
Kuwait
This website is not for general circulation to the public in Kuwait. The Shares have not been licensed for be offered in Kuwait by the Kuwait Capital Markets Authority or any other relevant Kuwaiti government agency. The offering of the Shares in Kuwait on the basis of a private placement or public offering is, therefore, restricted in accordance with Law No. 7 of 2010 and the bylaws thereto (as amended). No private or public offering of the Shares is being made in Kuwait, and no agreement relating to the sale of the Shares will be concluded in Kuwait. No marketing or solicitation or inducement activities are being used to offer or market the Shares in Kuwait.
By using this website you confirm that you have read, understood, and accepted these conditions. The Company may change these conditions. The changes will be posted on the website and you should check regularly to see any changes or updates to these conditions. Your access to this website is governed by the version of these conditions then in force.
Australia
This website and the information contained herein are not a prospectus or product disclosure statement under the Corporations Act 2001 (Cth) (Corporations Act) and do not constitute a recommendation to acquire, an invitation to apply for, an offer to apply for or buy, an offer to arrange the issue or sale of, or an offer for issue or sale of, any securities in Australia, except as set out below. The Company has not authorised nor taken any action to prepare or lodge with the Australian Securities & Investments Commission an Australian law compliant prospectus or product disclosure statement.
Accordingly, the content of this website may not be issued or distributed in Australia and the Shares in the Company may not be offered, issued, sold or distributed in Australia by the Fund Manager, or any other person, via this website other than by way of or pursuant to an offer or invitation that does not need disclosure to investors under Part 6D.2 or Part 7.9 of the Corporations Act, whether by reason of the investor being a ‘wholesale client’ (as defined in section 761G of the Corporations Act and applicable regulations) or otherwise.
This website does not constitute or involve a recommendation to acquire, an offer or invitation for issue or sale, an offer or invitation to arrange the issue or sale, or an issue or sale, of Shares to a ‘retail client’ (as defined in section 761G of the Corporations Act and applicable regulations) in Australia.
British Virgin Islands
The Company is not registered or recognised in the British Virgin Islands and as such Shares in the Company may not be offered to individuals in the British Virgin Islands. However, Shares may be offered to British Virgin Islands Business Companies and/or persons who are not members of the public from outside the British Virgin Islands. A British Virgin Islands Business Company is a company formed under or otherwise governed by the British Virgin Islands Business Companies Act, 2004 (British Virgin Islands).
Switzerland
Offer to per se Qualified Investors, excluding Opted-Out Qualified Investors (see Annex 2 for definition) Notice to investors in Switzerland
The offer and the marketing of Shares of the Company in Switzerland will be exclusively made to, and directed at, qualified investors (the “Qualified Investors”), as defined in Article 10(3) and (3ter) of the Swiss Collective Investment Schemes Act (“CISA”) and its implementing ordinance, at the exclusion of qualified investors with an opting-out pursuant to Art. 5(1) of the Swiss Federal Act on Financial Services (“FinSA”) and without any portfolio management or advisory relationship with a financial intermediary pursuant to Article 10(3ter) CISA (“Excluded Qualified Investors”). Accordingly, the Company has not been and will not be registered with the Swiss Financial Market Supervisory Authority (“FINMA”) and no representative or paying agent have been or will be appointed in Switzerland. This website and/or any other offering or marketing materials relating to the Shares of the Company may be made available in Switzerland solely to Qualified Investors, at the exclusion of Excluded Qualified Investors. The legal documents of the Company may be obtained free of charge from M7 Real Estate Financial Services Ltd.
Turkey
No information in this website is provided for the purpose of offering, marketing and sale by any means of any capital market instruments in the Republic of Turkey. Therefore, this document may not be considered as an offer made or to be made to residents of the Republic of Turkey.
Accordingly neither this website and the information contained herein, nor any other offering material related to the offering may be utilised in connection with any offering to the public within the Republic of Turkey without the prior approval of the Turkish Capital Market Board. However, according to Article 15 (d) (ii) of the Decree No. 32 there is no restriction on the purchase or sale of the offered Shares by residents of the Republic of Turkey, provided that: they purchase or sell such offered Shares in the financial markets outside of the Republic of Turkey; and such sale and purchase is made through banks, and/or licensed brokerage institutions in the Republic of Turkey.
By using this website you confirm that you have read, understood, and accepted these conditions. The Company may change these conditions. The changes will be posted on the website and you should check regularly to see any changes or updates to these conditions. Your access to this website is governed by the version of these conditions then in force.
1. Terms and conditions
a. The terms and conditions set out below apply to your use of the Company’s website. Please read them.
b. The “Company” means BWP REIT PLC and any of its subsidiaries and related companies and references to “the Company’s website” are to the website available at www.bwpreit.com and also include, but are not limited to, the text, documents, images, links, sounds, graphics, and video sequences displayed on the website (the “Materials”).
c. By clicking and entering www.bwpreit.com you agree that you have read and accept these terms and conditions. If you do not agree, do not use www.bwpreit.com. The information in the Company’s website is for the attention of residents of the United Kingdom only. It is your responsibility to be aware of and to observe all applicable laws and regulations in the United Kingdom. In particular, by accessing this website you confirm that you are a professional client (as defined in COBS 3.5 of the handbook of rules and guidance of the UK Financial Conduct Authority).
d. No information contained in these pages should be taken as a recommendation to buy, sell, or hold the shares of any entity. Nothing on the Company’s website or in the Materials constitutes or is intended to constitute financial or other advice and you should not act upon any information contained on the Company’s website or in the Materials without first consulting a financial or other professional adviser.
e. The Company’s website is not intended to offer or to promote the offer or sale of the shares in the Company (the “Shares”) in the United States or to US Persons. Each acquirer of the Shares will be deemed to represent, amongst other things, that (i) it is not in the United States, (ii) it is not a US Person or acquiring the Shares for the account or benefit of a US Person, and (iii) it is acquiring the Shares in an “offshore transaction” meeting the requirements of Regulation S under the Securities Act.
f. The Shares may not be acquired or held by, or transferred to, (i) an “employee benefit plan” as defined in Section 3(3) of the US Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA; (ii) a “plan” as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the “US Tax Code”), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code; or (iv) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code, and whose purchase, holding, or disposition of the Shares would constitute or result in a non-exempt violation of any such substantially similar law.
g. The Company delivers (or will deliver) to its shareholders annual financial reports, interim management statements and such other shareholder notices as the Company deems appropriate. Unless a shareholder indicates otherwise by written notice to the Company, the shareholder hereby consents to receive the Company’s financial statements, shareholder newsletters, and other shareholder notices and materials via email to the shareholder’s email address in the Company’s records or via the Company’s website at www.bwpreit.com. Although the Company does not impose any additional charges for electronic delivery, the shareholder may, of course, incur costs associated with the shareholder’s electronic access, such as usage charges from the shareholder’s Internet access providers. The shareholder may revoke its election to receive such documents via electronic delivery at any time by written notice to the Company requesting that the Company send such documents via facsimile or in hard copy via the postal service to the address notified to the Company by the shareholder from time to time.
2. Privacy policy
The Company respects the privacy of individuals who visit the Company’s website and is careful to ensure that information disclosed to the Company in confidence is treated confidentially. Please see the Company’s full privacy policy www.bwpreit.com/privacy-policy/.
3. Limitation of liability
a. Use of the Company’s website and the Materials are at your sole risk. The Company will not be liable to any person for any direct, indirect, special or consequential, losses, damages, or awards of any kind, howsoever caused, as a result of the use of or inability to use, or reliance on, the Company’s website or any of the Materials. To the maximum extent permitted by law, the Company excludes all warranties, conditions, terms, undertakings, and representations (excepting fraudulent misrepresentation) of any kind, express or implied, statutory or otherwise in connection with the Company’s website and the Materials. Nothing in these terms and conditions shall be taken to limit or exclude any liability which may not otherwise be limited or excluded under applicable law.
b. Nothing in this website should be construed as investment, tax, legal, or other advice, nor is it to be relied upon in making an investment decision. Those accessing the website should consult their financial advisers regarding the suitability of any of the products referred to on this website. The value of investments and the income from them may go down as well as up and an investor may receive back less than the original investment. Past performance is not necessarily a guide to future performance.
4. Disclaimer
a. The Materials and the Company’s website are provided on an “as is” and “as available” basis and do not purport to be full or complete. The Company gives no warranties (express, implied, or statutory) as to satisfactory quality or fitness for purpose of the Materials, including, without limitation, as to the accuracy, validity, timeliness, merchantability, or completeness of any information or data contained therein (whether prepared by the Company or by any third party), or that any of the Materials or the Company’s website will be provided uninterrupted or free from errors or that any identified defect will be corrected. The Company has the right to suspend or withdraw the provision of all or any of the Company’s website or the Materials without prior notice at any time. You are entirely responsible for your use of the website and for the consequences of relying on any content. Further, no warranty of any kind is given that the Company’s website and the Materials are free from any virus or other malicious, destructive, or corrupting code, program, or macro. The Company does not warrant that the Company’s website or the server(s) that make(s) them available are free of any virus or other harmful elements.
b. To the maximum extent permitted by law, the Company disclaims all liability to you arising out of your use of the website. In particular, the Company shall not be liable for any direct or indirect loss or damage to you, any loss of profits, loss of business, revenue, data, goodwill, or anticipated or consequential loss or damage.
c. Reference in the Company’s website and/or the Materials to any hypertext link, product, process, or service does not imply the Company’s support for, or endorsement or recommendation of the provider thereof or the product, process, or service to which reference is made. The Company’s website may contain hypertext links to other websites, resources, or other third parties. The Company is not responsible for the availability of, and accepts no liability in relation to, these external websites or their contents. The Company is not a sponsor, partner, promoter, or publisher of any such website.
5. Copyright and trademarks
a. The Materials are the copyright of the Company and its third-party licensors and may not be copied, distributed, uploaded, posted, republished, decompiled, disassembled, reverse-engineered or transmitted in any way without the prior written consent of the Company. You may, however, download one copy of the Materials for your personal non-commercial use or non-commercial use within the organisation in which you work on condition that you do not delete or change any copyright, trademark, or other proprietary notice contained in the Materials or alter the way in which they are presented. Modification or use other than as permitted above violates the Company’s intellectual property rights in the Materials.
b. The trademarks, service marks, and logo used and displayed on the Company’s website are registered and unregistered trademarks of the Company and others. The intellectual property rights in the “BWP REIT PLC” name and logo are owned by the Company or are used by the Company under licence. Nothing in these terms and conditions or on the Company’s website should be construed as granting any licence or right to use any trademark displayed on the Company’s website. The Company enforces infringements of its intellectual property rights to the fullest extent permitted by the law.
6. Governing law
The agreement between you and the Company relating to your use and browsing of the Company’s website is governed by and shall be construed in accordance with the laws of England and Wales and you agree that the Courts of England shall have exclusive jurisdiction over any disputes arising in relation to such use and browsing. These terms and conditions may not be modified unless the Company agrees in writing.
7. Use of cookies
This website will use a cookie to confirm that this disclaimer has been acknowledged. The cookie lasts only as long as your browser is open and cannot be used to obtain any private data about you. You do not have to accept cookies from this site but if you do not you will be required to acknowledge the disclaimer on every page. Please refer to the Company’s cookies policy www.bwpreit.com/cookie-policy/ for further information on how cookies are used.
8. The Materials that you are seeking to access are, subject and without prejudice to the provisions of these terms and conditions, not directed at and may not be viewed by or distributed to persons who are resident outside the United Kingdom, including but not limited to persons:
a. who are in the United States or who are, or are acting for the account or benefit of, US Persons; or
b. who are in a jurisdiction where it is not lawful to access the Materials.
By clicking “I understand and agree” below, you represent, warrant and agree that you (1) have read and understood the terms and conditions and other information set out above (and so confirm that you can be classified is a ‘professional client’), (2) agree to be bound by its terms and acknowledge that the Company and its affiliates, subsidiaries, directors and advisers may rely on your agreement, (3) are permitted under applicable laws and regulations to receive the information contained in the pages that follow and, (4) agree that you will not transmit or otherwise send any information contained in this website to any person in the United States, to any US Person, or to publications with a general circulation in the United States. If you cannot so certify and agree, you must click the button labelled “I decline” or otherwise exit this website.
