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None of the information contained in the following pages of the website constitutes an offer of, or an invitation to purchase, any security, nor any investment advice or services. These materials are provided for information purposes only.
The information to which this gatepost gives access (the “Materials”) is intended exclusively for persons who are residents of the United Kingdom or the Republic of Ireland or (subject as set out below) residents of Jersey, the Bailiwick of Guernsey or the Isle of Man but not residents of the United States or persons who are physically located in the United States. The Materials do 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 and nothing contained herein shall form the basis of any contract or commitment whatsoever. The Materials (other than the prospectus dated 15 July 2019 (the “Prospectus”) relating to Urban Exposure Finance Plc (the "Issuer")) have not been approved by the UK Financial Conduct Authority and neither the Materials nor the Prospectus have been approved by the regulatory authorities in the Isle of Man, the Bailiwick of Guernsey, the Republic of Ireland or Jersey.
The securities referred to herein and on the pages that follow have not been and will not be registered under the U.S. 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 transferred, directly or indirectly, into or within the United States or to or for the account or benefit of U.S. Persons (as defined in Regulation S of the Securities Act) 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. The securities referred to herein are being offered and sold outside the United States in offshore transactions, as defined in, and in reliance on, Regulation S under the Securities Act.
There will be no public offer of the securities referred to herein and on the pages that follow in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where it is unlawful to offer the securities. The securities referred to herein and on the pages that follow may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, in Australia, Canada, Japan, South Africa or any other jurisdiction where it is unlawful to do so or to any resident or citizen of Australia, Canada Japan, South Africa or any other jurisdiction where it is unlawful to do so.
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 or South Africa. Potential users of this information are requested to inform themselves about and to observe any such restrictions. The securities may only be sold in Jersey in compliance with the provisions of the Control of Borrowing (Jersey) Order 1958 and any circulation in Jersey of any offer for subscription, sale or exchange of the securities may only be made by a person or persons authorised to conduct investment business under the Financial Services (Jersey) Law 1998, as amended. The securities may only be promoted or sold in or from within the Bailiwick of Guernsey in compliance with the provisions of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended. The securities may only be offered, sold, placed or underwritten within the Republic of Ireland in conformity with (i) Directive 2014/65/EU and the Investor Compensation Act 1998 (as amended), (ii) the Irish Companies Act 2014 (as amended), the Central Bank Act 1942-2015 (as amended) and any codes of practice made under section 117(1) of the Central Bank Act 1989 (as amended), (iii) the Prospective Directive 2003/71/EU (as amended or superseded) and any rules issued by the Central Bank of Ireland and (iv) the Market Abuse Regulation (Regulation (EU) No 596/2014, as amended) and any rules or guidance issued by the Central Bank of Ireland from time to time under Section 1370 of the Irish Companies Act 2014 (as amended). The securities may only be marketed, offered or sold in, or to persons resident in the Isle of Man (i) by an Isle of Man financial services licence holder licensed under section 7 of the Financial Services Act 2008 to do so or (ii) in accordance with any relevant exclusion contained within the Regulated Activities Order 2011 or exemption contained in the Financial Services (Exemptions) Regulations 2011.
No reliance may be placed for any purposes whatsoever on the information contained in the Materials, other than in respect of the Prospectus, or on their accuracy or completeness. The contents of the Materials, other than the Prospectus, have not been verified by Urban Exposure Finance Plc, Urban Exposure Plc or any other person, and none of the Materials have been verified by any other person. The information in the Materials is subject to completion and change. Any potential investor should determine for itself the relevance of the information contained in the Materials and any investment in the securities should be based upon such investigation as it deems necessary. Neither Urban Exposure Finance Plc, Urban Exposure Plc nor their advisers and/or agents are providing legal, tax, accounting or investment advice in relation to the securities and are not responsible for any advice you may receive from any third party. You should seek independent advice if you are in any doubt as to the suitability of an investment in the securities for your circumstances.
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