Disclaimer – Securities Law Restrictions

DISCLAIMER - IMPORTANT

BEFORE ACCESSING THIS WEBSITE YOU MUST CONFIRM YOU MEET THE BELOW CRITERIA AND ARE HAPPY TO PROCEED BASED ON THE INFORMATION PROVIDED. IF YOU ARE NOT ABLE TO MAKE THIS CONFIRMATION YOU MUST NOT PROCEED ANY FURTHER AND SHOULD DECLINE TO ACCEPT THESE TERMS.

THE INFORMATION AND MATERIALS CONTAINED ON THIS WEBSITE MAY BE SUBJECT TO MATERIAL UPDATING, REVISION, CORRECTION, COMPLETION AND AMENDMENT. STATEMENTS CONTAINED ON THIS WEBSITE INCLUDE STATEMENTS OF CIRCUMSTANCES WHICH MAY EXIST ON THE DATE IT WAS ORIGINALLY PUBLISHED BUT MAY NOT EXIST AT THE DATE UPON WHICH THE INFORMATION CONTAINED ON THIS WEBSITE IS ACCESSED.

THE INFORMATION AND MATERIALS CONTAINED ON THIS WEBSITE ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS IN THE UNITED STATES (OR TO ANY US PERSON), OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE INFORMATION AND MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

The information and materials contained on this website is issued by Civitas Social Housing PLC (the “Company”) in good faith and is provided for reference purposes only. Nothing herein is intended to be construed as an offer, invitation or inducement to engage in investment activity, or investment advice or recommendation, in relation to the ordinary shares of the Company (the “Ordinary Shares”), and should not be relied upon as such by any person.

Prospective investors should carefully read (i) the latest Article 23 Disclosure Document, (ii) the terms and conditions set out in any current prospectus published in respect of the Company as published on this website (if applicable) (the “Prospectus”), (iii) other available current legal documents, as well as all (iv) other documents that may be required on the basis of local provisions of law and regulations, before making an investment decision. Prospective investors should be aware that this website may not provide all the information which is necessary or desirable to make such a decision and should undertake their own due diligence. The Article 23 Disclosure Document and the Prospectus contains more complete information about the shares and should be read carefully before investing. A detailed study of the legal information and indications of risk contained within the Article 23 Disclosure Document  and the Prospectus is of particular importance.

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. Forward-looking statements are not guarantees of future performance. Potential investors are advised to seek expert advice before making any investment decision.

The information and materials contained on this website is directed to persons in the United Kingdom that are (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”); (ii) high net worth companies, unincorporated associations etc. falling within Article 49(2) of the Order; or (iii) persons to whom it can otherwise lawfully be distributed (persons meeting such criteria are referred to herein as “Relevant Persons”). This website is not to be accessed and the information and materials contained therein may not be acted or relied on by anyone other than a Relevant Person and such persons should exit the website immediately. By selecting “Agree”  below and not immediately exiting the website, you represent that: (i) you are a Relevant Person; and (ii) you have read, agreed to and will comply with the contents of this notice. Access to the website in certain jurisdictions may be restricted and accordingly it is the responsibility of any person into whose possession this document comes to inform themselves about and observe such restrictions.

The Company is not registered for the purposes of marketing in any member state of the European Union and the information and materials contained on this website are not directed to any person in any member state of the European Union.

Nothing on this website is directed at any person outside the United Kingdom where the publication or availability of such information is prohibited or restricted and in particular it should be noted that the Ordinary Shares may not be offered or sold directly or indirectly in or into the United States or to, or for the account or benefit of, any US persons (within the meaning of Regulation S under the US Securities Act (“Regulation S”)) (a “US Person”), except pursuant to an exemption from the registration requirements of the US Securities Act of 1933, as amended (the “US Securities Act”) for offers and sales of securities that do not involve any public offering contained in Section 4(a)(2) of the US Securities Act and analogous exemptions under state securities laws. In particular investors should note that the Ordinary Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and the Company has not registered, and does not intend to register, as an investment company under the US Investment Company Act of 1940, as amended (the “US Investment Company Act”). The Ordinary Shares are being offered only to (i) US Persons who are qualified institutional buyers, as defined in Rule 144A under the US Securities Act, and qualified purchasers, as defined in Section 2(a)(51) of the US Investment Company Act and (ii) investors who are not US Persons outside of the United States in “offshore transactions” as defined in and pursuant to Regulation S under the US Securities Act. Neither the Company nor Civitas Investment Management Limited (the “Investment Adviser”) intends to register any portion of the offering in the United States or conduct a public offering of securities in the United States.

The information and materials contained on this website is available, and is and may be made, in or from within the Bailiwick of Guernsey, and this document is being provided in or from within the Bailiwick of Guernsey only: (a) by persons licensed to do so by the Guernsey Financial Services Commission (the "GFSC") under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended) (the "POI Law"); or (b) by non-Guernsey bodies who (i) carry on such promotion in a manner in which they are permitted to carry on promotion in or from within, and under the law of certain designated countries or territories which, in the opinion of GFSC, afford adequate protection to investors and (ii) meet the criteria specified in section 29(c) of the POI Law; or (c) to persons licensed under the POI Law, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002, the Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2000 by non-Guernsey bodies who (i) carry on such promotion in a manner in which they are permitted to carry on promotion in or from within, and under the law of certain designated countries or territories which, in the opinion of GFSC, afford adequate protection to investors and (ii) meet the criteria specified in section 29(cc) of the POI Law; or (d) as otherwise permitted by the GFSC. The information and materials contained on this website shall not otherwise be available or made in or from within the Bailiwick of Guernsey other than in accordance with the above paragraphs and must not be relied upon by any person unless made or received in accordance with such paragraphs.

Certain documents contained on the this website may be a financial service advertisement for the purposes of the Financial Services (Advertising) (Jersey) Order 2008, as amended from time to time. The information and documents contained on this website do not constitute a prospectus or admission document relating to the Company and should not be relied on by any person for any purpose. It is not required to, and does not, contain all the information which would be required in a prospectus. This document may not be used for, nor does it constitute or form part of any offer or invitation to purchase or subscribe for or to make any commitments for or in respect of any investment in any securities in the Company.

The information and materials contained on this website is and may be made, in or from within the Isle of Man and this document is being provided in or from within the Isle of Man only: (i) by persons licensed to do so under the Isle of Man Financial Services Act 2008; or (ii) in accordance with any relevant exclusion contained within the Regulated Activities Order 2011 (as amended) or exemption contained in the Financial Services (Exemptions) Regulations 2011 (as amended). The information and materials contained on this website is not available in or from within the Isle of Man other than in accordance with paragraphs (i) and (ii) above and must not be relied upon by any person unless made or received in accordance with such paragraphs.

The information and materials contained on this website is not a prospectus and does not constitute or form part of, and should not be construed as, an offer, invitation or inducement to purchase or subscribe for any securities of the Company nor shall it or any part of it form the basis of, or be relied upon in connection with, any contract or investment decision relating to such securities, nor does it constitute a recommendation regarding the securities of the Company.  The information and materials contained on this website 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 Ordinary 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 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.  No reliance may be placed for any purposes whatsoever on the information and materials (including, without limitation, illustrative modelling information) contained on this website.

The information and materials provided on this website does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company, the G10 Capital Limited (the “AIFM”) or the Investment Adviser. Also, the information and materials provided on this website does not constitute advice or personal recommendation for which the duty of suitability would be owed to any of these parties. If you are unsure about the meaning of any information provided on this website, please consult your financial or other professional adviser. The Company, the AIFM and the Investment Adviser cannot and do not offer investment advice.

The information and materials on this website is subject to copyright with all rights. It must not be reproduced, copied or redistributed in whole or in part. Third party links or other external websites accessed via this website will not have been developed or otherwise reviewed by the Company, the AIFM or the Investment Adviser and none of these entities are responsible for damages or losses caused by any delays, defects or omissions that may exist in the services, information or other content provided on this website.

No liability whatsoever (whether in negligence or otherwise) arising directly or indirectly from the use of the information and materials on this website is accepted and no representation, warranty or undertaking, express or implied, is or will be made by the Company, the AIFM, the Investment Adviser or any of their respective directors, officers, employees, advisers, representatives or other agents for any information or any of the opinions contained herein or for any errors, omissions or misstatements.

The information,  materials and opinions contained on this website is subject to verification, change, material updating and revision and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information or materials 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, the AIFM or the Investment Adviser or any of their respective directors, officers, employees, advisers, representatives or other agents in relation to it.

Any person accessing the website should carefully review the Terms of Use of the website. By using the website, you indicate that you accept the Terms of Use and that you agree to abide by them. If you do not agree to the Terms of Use, please refrain from using the website.

If you are not permitted to view the Prospectus and the materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

Investment considerations

An investment in the Company is suitable only for investors who are capable of evaluating the risks and merits of such investment, who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Group, for whom an investment in the Ordinary Shares constitutes part of a diversified investment portfolio, who fully understand and are willing to assume the risks involved in investing in the Company and who have sufficient resources to bear any loss (which may be equal to the whole amount invested) which might result from such investment.

Typical investors in the Company are expected to be institutional, professionally advised private investors and sophisticated investors.  The Ordinary Shares are only suitable for investors who understand the potential risk of capital loss, that there may be limited liquidity in the underlying investments of the Company, for whom an investment in the Ordinary Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment.  Investors should consult their stockbroker, bank manager, solicitor, accountant or other independent financial adviser before making an investment in the Company.

Prospective investors should inform themselves as to:

• the legal requirements within their own countries for the purchase, holding, transfer or other disposal of Ordinary Shares;
• any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of Ordinary Shares which they might encounter; and
• the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of Ordinary Shares.
  
  

Prospective investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment therein.

An investment in the Company should be regarded as a long-term investment.  There can be no assurance that the Investment Objective will be achieved.  It should be remembered that the price of the Ordinary Shares, and the income from such Ordinary Shares (if any), can go down as well as up.

Suitability for UK Retail Distribution

The Company currently conducts its affairs so that its Ordinary Shares can be recommended by independent financial advisers to retail private investors in accordance with the FCA rules in relation to non-mainstream investment products and intends to continue to do so for the foreseeable future.

Key Information Document and PRIIPs Regulation

For the purposes of the PRIIPs Regulation, the Company has prepared a key information document (the “KID”).  The KID is made available by the Company to “retail investors” prior to them making an investment decision in respect of the Ordinary Shares.  The KID will be available to all investors under the tab titled “Investors > Key Information Document”[1].

Alternative Investment Fund Managers Directive Disclosures

The Company is an externally managed alternative investment fund and has the AIFM as its alternative investment fund manager.  In accordance with the AIFMD and AIFM Regulations, the AIFM has prepared AIFMD Disclosures that will be made available to investors prior to them making an investment decision in respect of the Ordinary Shares under the tab titled “Investors >  AIFMD Leverage Disclosures”.

General Risk Warning

Please remember that past performance of an investment is not necessarily a guide to future performance. The value of an investment and the income from it can fall as well as rise as a result of market and currency fluctuations and you may not get back the amount originally invested. The market value of the shares of the Company may not reflect the underlying net asset value of the investments held by the Company. The Company is able to borrow to raise further funds for investment purposes if the investment adviser consider that it may be commercially advantageous to do so. This is generally described as "gearing". Any company which has made investments as a result of gearing may have a more volatile share price as a result; gearing can increase shareholder returns in rising markets but conversely can increase the extent to which the value of the company attributable to shareholders decreases in falling markets. Tax assumptions may change if the law changes and the value of tax relief (if any) will depend upon your individual circumstances. Investors should consult their own tax advisers in order to understand any applicable tax consequences.

Disclaimer

The Company believes that the information and materials displayed on this website is accurate as at the date of publication, but we do not guarantee the accuracy or currentness of any information and we disclaim all representations and warranties, whether express or implied, to the extent permitted by applicable law and regulation. Further, the information and materials displayed may be amended by us at any time and without notice. By continuing to use this website, you agree to the exclusion by us, to the extent permitted by applicable law and regulation, of any and all liability for any direct, indirect, punitive, consequential, incidental, special or other damages, including, without limitation, loss of profits, revenue or data arising out of or relating to your use of and our provision of this website and its content. By proceeding, you are representing that you have understood and accepted the terms, conditions and restrictions noted herein. You also (i) agree that such information will apply to any subsequent access to the website, and that all such subsequent access will be subject to the disclaimers, risk warnings and other information set out herein and (ii) warrant that no other person will access this website from the same computer and logon as you are currently using.

Enforcement of Terms and Conditions

These terms and conditions are governed and interpreted pursuant to the laws of England and Wales. If any part of these terms and conditions is deemed unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. None of these terms and conditions are enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to its terms.

If you are dissatisfied with any aspect of this website, or of its contents, your sole and exclusive remedy is to discontinue use of this website.