SLIDE 46 Disclaimer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION Neither this document nor the accompanying presentation (together, the “Presentation”) is for release, publication or distribution, directly or indirectly, in or into the United States, Australia, South Africa, Canada or Japan or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. The ordinary shares issued by Civitas Social Housing PLC (the “Company”) (the " Shares") have not been and will not be registered under the relevant securities laws of any such excluded territory. The Shares referred may not be offered or sold in the United States, Australia, South Africa, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan or South Africa. There will be no offer of the Shares in the United States, Australia, Canada, South Africa or Japan or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. This Presentation has been prepared and issued by Civitas Investment Management Limited (“CIM”). The information contained herein is being furnished to you solely to assist you in making your own evaluation of the Company and is not to be used for any other purpose or made available to anyone not directly concerned with such evaluation. The summary of the structure and other information for the Company mentioned in this Presentation is not and does not purport to be complete and is subject to change. This Presentation should not be taken as an inducement to engage in any investment activity and is for the purpose of providing information about the Company. By being in receipt of this Presentation, you will be deemed to have (a) agreed to all of the following restrictions and made the following undertakings, and (b) acknowledged that you understand the legal and regulatory sanctions attached to the misuse, disclosure or improper circulation of this document. This Presentation is neither an advertisement nor a prospectus and does not constitute an offer for sale or a subscription to buy any securities. This Presentation does not constitute or form part of any offer or invitation to sell, or any solicitation of any
- ffer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract.
The distribution of this Presentation and other information in connection with the Company in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Presentation is not intended to provide, and should not be construed as or relied upon for legal, tax, financial, business, regulatory or investment advice, nor does it contain a recommendation regarding the purchase of any Shares. The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the proposed Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities. Potential investors are advised to seek expert advice before making any investment decision. The Shares 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. The Shares may not be
- ffered, 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). No public
- ffering of the Shares is being made in the United States. The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act") and, as such, holders of the Shares will not
be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Shares 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. Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the Shares or passed upon or endorsed the merits of the offering of the Shares or the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offence in the United States. In addition, the Shares are subject to restrictions on transferability and resale in certain jurisdictions and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors may be required to bear the financial risks of their investment in the Shares for an indefinite period of time. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. This Presentation is directed only at: (i) persons having 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; or (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and persons who receive this Presentation who do not fall within (i) or (ii) above should not rely on or act upon this Presentation. The information and opinions contained in this Presentation are provided as at the date of this Presentation (unless otherwise marked) and are subject to verification, change, material updating and revision and no representation or warranty, express
- r implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the
Company or CIM or any of their affiliates or by any of their respective officers, employees or agents in relation to it. Certain of the industry and market data contained in this document comes from third party Sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from Sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. This Presentation contains statements that are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout this Presentation and include statements regarding the intentions, beliefs or current expectations of the Company and CIM concerning, amongst other things, the investment objectives and investment policy, financing strategies, investment performance, results of operations, financial condition, prospects, and dividend/distribution policy of the Company and the markets in which the Company, and its portfolio of investments, will invest and/or operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies may differ materially from the forward-looking statements contained in this Presentation. In addition, even if the Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies are consistent with the forward-looking statements contained in this Presentation, those results or developments may not be indicative of results or developments in subsequent periods. Any reference herein to future returns or distributions is a target and not a forecast and there can be no guarantee or assurance that it will be achieved. All investments are subject to risk, including the loss of the principal amount invested. Past performance is no guarantee of future returns. The value of Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. You should always seek expert legal, financial, tax and other professional advice before making any investment decision. Neither the receipt of this Presentation by you or any person, nor any information contained herein or subsequently communicated to you or any person is to be taken as constituting the giving of financial, tax, accounting, legal or investment advice or the making of a personal recommendation as defined in the rules of the Financial Conduct Authority (the “Rules”), by CIM or any of its affiliates (together, the “CIM Group”) and you acknowledge that you are not relying on any member of the CIM Group for any such advice or recommendation. No member of the CIM Group owes any duties of responsibilities of the kind referred to in the Rules relating to the making of personal recommendations in connection with the Company. No liability whatsoever (whether in negligence or otherwise) arising directly or indirectly from the use of this Presentation is accepted and no representation, warranty or undertaking, express or implied, is or will be made by any member of the CIM Group or the Company, or any of their respective affiliates, directors, officers, employees, advisers, representatives or other agents ("Agents") for any information or any of the opinions contained herein or for any errors, omissions or misstatements. None of the Agents makes or has been authorised to make any representation or warranties (express or implied) in relation to the Company or as to the truth, accuracy or completeness of this Presentation, or any other written or oral statement
- provided. In particular, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on any projections, targets, estimates or
forecasts contained in this Presentation and nothing in this Presentation is or should be relied on as a promise or representation as to the future. This Presentation is strictly private and confidential, may not be distributed to the press or any other person, may not be copied, re-produced, discussed, published, quoted or referenced to, in any form, in whole or in part, for any purpose whatsoever, without the prior written consent of CIM and in particular, may not be distributed to any U.S. person or to any U.S. address. Any distribution or reproduction of this Presentation in whole or in part is unauthorised. Failure to comply with this restriction may constitute a violation.
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Civitas Investment Management Ltd
