ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY IRES FUND MANAGEMENT LIMITED (THE “AIFM”) IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.
SUBJECT TO CERTAIN EXCEPTIONS AS SET OUT HEREIN, THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SWITZERLAND OR THE REPUBLIC OF SOUTH AFRICA OR PERSONS IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR IN ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OF THESE MATERIALS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION.
Please read this notice carefully – it applies to all persons who view this webpage. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. These materials are for information purposes only and do not, and are not intended to, constitute an offer to sell or issue or a solicitation, inducement or invitation of an offer or commitment to purchase or subscribe for any securities.
Viewing the materials you are seeking to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. Any persons who wish to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
Subject to certain exceptions as noted herein, the information in the following pages is not intended for, and is not to be made available to, persons in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia) (the “United States”), Australia, Canada, Japan, New Zealand, Switzerland or the Republic of South Africa or in any Member State of the European Economic Area or any other jurisdiction where accessing these materials is unlawful. Any announcements regarding securities offerings, or references to securities offerings, that are contained on these pages do not constitute an offering of those securities.
Any securities referred to in these materials have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “US Securities Act“), or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and under circumstances that would not require the Company to register under the US Investment Company Act of 1940, as amended and investors will not be entitled to the benefits of that Act. Any securities referred to in these materials are only being offered and sold (i) in the United States to persons reasonably believed to be qualified institutional buyers (each a “QIB”) as defined in Rule 144 A under the US Securities Act (“Rule 144 A”) pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and (ii) outside of the United States in offshore transactions in reliance on Regulation S under the US Securities Act (“Regulation S”). There will be no public offer of securities in the United States.
Any securities referred to in these materials have not been and will not be registered under the securities laws of Australia, Canada, Japan, New Zealand, Switzerland or the Republic of South Africa, in any Member State of the European Economic Area (other than Ireland, Belgium, France, Germany and the Netherlands) and may not be offered, sold or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws.
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Subject to certain exceptions as noted herein, these materials must not be released or otherwise forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan, New Zealand, Switzerland, the Republic of South Africa or in any Member State of the European Economic Area or any jurisdiction where the distribution of these materials would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction.
These materials can be accessed only by persons (A) in the United Kingdom who (i) are “professional investors” (as that term is used in the laws, rules and regulations implementing the Alternative Investment Fund Managers Directive (2011/61/EU) (the “AIFMD“) in the United Kingdom) and to whom it is permissible to market certain Alternative Investment Funds pursuant to the AIFMD National Private Placement Regime, following prior notification to the Financial Conduct Authority, (ii) have professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “FPO“) or fall within the definition of “high net worth companies, unincorporated associations etc” in Article 49(2)(a) to (d) of the FPO and (iii) are “qualified investors” as defined in Article 2(e) of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); (B) outside the United States in reliance upon Regulation S; (C) in the United States to persons reasonably believed to be QIBs; (D) in Canada to persons who qualify as “accredited investors” as defined in Section 1.1 of National Instrument 45-106 – Prospectus Exemptions and, in the case of a person resident in Ontario, section 73.3(1) of the Securities Act (Ontario), that are purchasing securities as principal and that are “permitted clients” (as such term is defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations); and (E) otherwise, to persons to whom it may otherwise be lawful to communicate it to each of (A) to (E) above being a “Relevant Person”). These materials must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which these materials relate is available only to Relevant Persons and will be engaged in only with Relevant Persons or by accepting these materials you will be taken to have represented, warranted, undertaken and agreed that you are a “Relevant Person” and that you have read and agreed to comply with the contents of this disclaimer.
None of the AIFM or IRES Residential Properties REIT plc (the “Company”) has authorised any public offering in any Member State of the European Economic Area. With respect to each Member State of the European Economic Area and Regulation (EU) 2017/1129 (the “Prospectus Regulation“) (a “Relevant Member State“), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring a publication of a prospectus in any Relevant Member State. As a result, the securities referred to in the information may only be offered in a Relevant Member State to qualified investors in that Relevant Member State within the meaning of the Prospectus Regulation. For the purposes of this paragraph, the expression an “offer to the public of securities” in any Relevant Member State means the communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities.
Basis of access
Access to electronic versions of these materials is being made available on this webpage by the AIFM in good faith and for information purposes only. Any person seeking access to this webpage represents and warrants to the AIFM and the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities in the Company. Further, it does not constitute a recommendation by the AIFM or the Company or any other party to sell or buy securities in the Company.
All persons who wish to have access to the information prepared by the AIFM and contained in this section of the Company’s website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this section of the website, or require registration or approval for any acquisition of securities by them. No such registration or approval has been or will be obtained. Neither the Company nor the AIFM assumes responsibility if there is a violation of applicable law and regulations by any person.
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