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Shaftesbury PLC's Website Terms and Conditions

Before entering this section of the website, please read carefully the following important terms and conditions that govern your access to, and use of, this section of the website, and acknowledge your agreement to them. By clicking "I agree" at the end of this document, you represent, warrant and agree that you have (1) read and understood the information set out below and (2) agree to be bound by its terms.

Access and use of the materials in this section of the website (the "Materials") is conditional upon agreement to and compliance with the following terms and conditions of access (the "Conditions"). Those accessing the Materials (the "Investors") acknowledge and agree to the Conditions and agree not to undertake any act or omission that would constitute a breach of the Conditions.

1.    Access to and use of the Materials

1.1    The Materials are only for release, publication or distribution, directly or indirectly, in whole or in part, to persons other than "U.S. Persons" (as defined in Regulation S of the United States Securities Act of 1933, as amended (the "Securities Act"). The Materials are not for release, publication or distribution in or into, the United States, Australia, Canada, the Republic of Ireland, Japan, South Africa, or any other jurisdiction where it is unlawful to publish or distribute the Materials.

1.2     The Materials are directed to persons to whom they may lawfully be directed to under the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, including persons who are authorised under the Financial Services and Markets Act 2000, certain persons having professional experience in matters relating to investments, high net worth companies, high net worth unincorporated associations or partnerships, and trustees of high value trusts. Moreover, the securities referred to in the Materials are available only to such persons and any related investment activities will be engaged in only with such persons. The Materials are intended for use by such persons only and may not be published, copied or distributed to any other person.

1.3      None of the information contained in the Materials constitutes or contemplates an offer of, an offer to or an invitation to purchase, any security, nor any investment advice or services. These Materials are provided for information purposes only.

2.    Acknowledgements and disclaimers

2.1     The Investors acknowledge and agree the following:

(a)      No duty to update or correct the Materials. The Materials are historical in nature and only current as of their date. Neither Shaftesbury PLC ("Shaftesbury") nor any other party has any duty to maintain or update any of the Materials. Historical performance information with regard to any security is no indication of its future performance.

(b)      Changes to the Materials. Shaftesbury may remove or make changes to the Materials at any time.

(c)      No advice given. The Materials do not provide, nor purport to provide, any financial, investment, tax, accounting or legal advice or recommendation.

(d)      No reliance on the Materials. No reliance may be placed for any purposes whatsoever on the information contained in the Materials. 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.

(e)      Third party materials. Any materials sourced from third parties, including (without limitation) offering circulars, prospectuses, reports, agreements, summaries, models, commentary and other materials, have been obtained from sources believed to be reliable, but none of Shaftesbury or any of its affiliates or its or their respective officers, employees or agents (together the "Shaftesbury Persons") warrant its completeness or accuracy. None of the Shaftesbury Persons have any obligation in respect of such materials (including as to verifying or correcting any information included therein or publishing materials related thereto). Posting such third party materials does not imply any endorsement, adoption of or responsibility by any Shaftesbury Person for the opinions, ideas, products, information or services offered therein, or any representation regarding the content of any such materials.

2.2      The Materials (other than the Prospectus dated 2016 and the Prospectus dated 2017) have not been approved by the UK Financial conduct Authority.

2.3      The securities referred to in the Materials have not and will not be registered under 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. Access to the Materials has been limited so that it shall not constitute a general solicitation in the United States or elsewhere.

3.    Limitation of liability

3.1       None of the Shaftesbury Persons is responsible for any errors or omissions from the information contained in the Materials save to the extent expressly stated in the Prospectus.

3.2       Under no circumstances will any of the Shaftesbury Persons be liable to the user or any third party, regardless of the form of action for any lost profits or lost opportunity, or any indirect, special, consequential, incidental or punitive damages whatsoever, even if it has been advised of the possibility of such damages.

4.    Governing Law

4.1       The Conditions will be governed by, and construed in accordance with, the laws England and Wales.

4.2       The English Courts will have jurisdiction to settle any disputes which may arise in connection with the Conditions.

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