ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS IN THE UNITED STATES OR PERSONS RESIDENT OR LOCATED IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (“EEA”) (OTHER THAN THE UNITED KINGDOM AND ANY SUCH OTHER MEMBER STATES WHERE MARKETING IS PERMITTED PURSUANT TO THE ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (“AIFMD”) (TOGETHER, “ELIGIBLE MEMBER STATES”)) OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
These materials are only addressed to and directed at persons in Eligible Member States who are ‘‘qualified investors’’ within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/ EU, to the extent implemented in the Relevant Member State)) (‘‘Qualified Investors’’).
If you are located in the EEA but outside the UK, by accessing this website, you warrant, represent, acknowledge and agree that: (i) you are a Qualified Investor; (ii) you are a recipient in an Eligible Member State; and (iii) you have read, agree to and will comply with the contents of this notice.
By accessing this website you are representing to Bluefield Solar Income Fund Limited (the “Company”) and its advisers that you are not: (i) a US Person (within the meaning of Regulation S under the US Securities Act of 1933, as amended the “Securities Act”) and are not acting on behalf of a US Person (within the meaning of Regulation S under the Securities Act), nor purchasing with a view to re-sale in the US or to or for the account of a US Person, and that you are not an employee benefit plan subject to the United States Employee Retirement Income Security Act of 1974 and the regulations promulgated thereunder (in each case as amended) (“ERISA”) (whether or not subject to the provisions of Title 1 of ERISA) or similar US laws or an individual retirement account as defined in section 408 of the US Internal Revenue Code; or (ii) a resident of Australia, Canada, Japan, the Republic of South Africa or a jurisdiction where the extension of availability of the materials to which you are seeking access would breach any applicable law or regulation, and that you will not: (x) offer, sell, renounce, transfer or deliver, directly or indirectly, Shares in the Company subscribed for by you in the United States, Australia, Canada, Japan, the Republic of South Africa, or any EEA State other than the Eligibile Member States or in any jurisdiction in which such offers or sales are unlawful (“Excluded Territories”) or to any US Person or resident of Australia, Canada, Japan, the Republic of South Africa or any Excluded Territories, or: (y) release or otherwise forward, distribute or send any materials on this website in or into the United States, Australia, Canada, Japan, the Republic of South Africa or any Excluded Territories.
Shares offered by the Company have not been 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, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, US Persons. The Company has not been and will not be registered as an “investment company” under the United States Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of that Act. In addition, relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) of any province of Australia, Canada, Japan, the Republic of South Africa or any Excluded Territories and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the Shares may be offered, sold, renounced, transferred or delivered, directly or indirectly, in Australia, Canada, Japan, the Republic of South Africa or any Excluded Territories.
Any person outside the United Kingdom wishing to acquire, subscribe for or purchase any Shares in the Company should satisfy himself that, in doing so, he complies with the laws of any relevant territory, and that he obtains any requisite governmental or other consents and observes any other applicable formalities.
The contents of this website are not a financial promotion and none of the contents of this website constitute an invitation or inducement to engage in investment activity. If and to the extent that this website or any of its contents are deemed to be a financial promotion, the Company is relying on the exemption provided by Article 69 of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005/1529 in respect of section 21 of the Financial Services and Markets Act 2000. In particular, any information in respect of past performance (including without limitation past performance of the Company, its group, shares in the Company and/or the Company’s portfolio) cannot be relied upon as a guide to future performance.
PLEASE CLICK ACCEPT BELOW TO CONFIRM THAT:
• YOU HAVE READ, UNDERSTOOD AND AGREE TO THE ABOVE;
• YOU ARE NOT IN THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE ACCESSING THIS WEBSITE MAY BE PROHIBITED BY LAW;
• YOU ARE NOT A US PERSON OR OTHERWISE A RESIDENT OF AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY EXCLUDED TERRITORY; AND
• YOU ARE NOT INVESTING OR OTHERWISE ACTING FOR THE ACCOUNT OR BENEFIT OF A US PERSON OR A RESIDENT OF AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY EXCLUDED TERRITORY.
The contents of this Website are not a financial promotion and none of the contents of this Website constitute an invitation or inducement to engage in investment activity. If and to the extent that this Website or any of its contents are deemed to be a financial promotion, the Company is relying on the exemption provided by Article 69 of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005/1529 in respect of section 21 of the Financial Services and Markets Act 2000. In particular, any information in respect of past performance (including without limitation past performance of the Company, its group, shares in the Company and/or the Company’s portfolio) cannot be relied upon as a guide to future performance.
1. Access to this Website
We reserve the right to withdraw or amend the service we provide on this Website without notice or to restrict access to this Website. We shall not be liable if for any reason this Website is unavailable at any time or for any period.
2. No offer or solicitation
2.1 This Website and the information contained herein does not and is not intended to constitute a solicitation of interest in respect of the acquisition of any shares or securities or the provision of investment management, advisory or other services to any person in any jurisdiction in which such solicitation is not authorised or to any person to whom it would be unlawful to make such a solicitation.
2.2 You are required to notify the Company immediately by email if any information which you are able to access on this Website would cause you or the Company to be in breach of applicable laws or regulations. In such event, you shall
(a) destroy immediately any such information (and all copies) which has been downloaded or printed by you from this Website;
(b) stop accessing this Website;
(c) disregard such information; and
(d) treat such information as confidential and not disseminate it.
3 Non-UK access
3.1 This Website is intended for those who access it from within the United Kingdom. As a result, we cannot guarantee that this Website, or the information herein, complies with the local laws or regulations of, or is appropriate for use in, any other jurisdiction from which you access it. If you choose to access this Website from a jurisdiction other than the United Kingdom you do so at your own risk and the Company will not be liable for any breach of local law or regulation that you commit as a result of doing so.
3.2 Shares in the Company have not been and will not be registered under the United States 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, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, US Persons (within the meaning of Regulation S under the Securities Act).
3.3 The Company has not been and will not be registered as an “investment company” under the United States Investment Company Act of 1940, as amended and any investors will not be entitled to the benefits of such Act.
3.4 In addition, relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) of any province of Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction in which such offers or sales are unlawful (“Excluded Territories”) and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, no shares in the Company may be offered, sold, renounced, transferred or delivered, directly or indirectly, in Australia, Canada, Japan, the Republic of South Africa or any Excluded Territory.
4. No investment advice
4.1 If you are in any doubt about any of the information on this Website, please consult your financial or other professional adviser.
4.2 The content of this Website is general in nature. This Website is not intended to provide specific investment advice including, without limitation, investment, financial, legal, accounting or tax advice, or to make any recommendations about the suitability of the Company for the circumstances of any particular investor. If you do require investment advice, please contact an independent broker or financial adviser. You should take appropriate advice as to any securities, taxation or other legislation affecting you personally prior to investing.
5. No warranties
5.1 All warranties and representations, whether express, implied or statutory are, to the fullest extent permitted by the law, excluded. We do not exclude or restrict our liabilities or duties to you where or to the extent that this is prohibited by law or regulation. Use of this Website is at your sole risk. We do not represent that:
5.2 We do not provide any guarantee about the accuracy, functionality or performance of any third party software, content or equipment used in connection with this Website.
6. Risk warnings
6.1 Please refer to the prospectus relating to the Company for a fuller description of the risks of investing in the Company. The Company may not be suitable for all investors and the Company does not guarantee the performance of the Company.
6.2 Shares in the Company may only be sold pursuant to the terms from time to time set out in the prospectus issued by the Company.
6.3 Past performance may not be relied upon as a guide to future performance. The value of an investment and the income from it can go up as well as down, it may be affected by exchange rate variations and you may not get back any amount invested.
6.4 The Company does not make any representations or warranties as to the accuracy or completeness of any past, simulated or estimated performance results contained herein, and further nothing contained herein shall be relied upon as a promise by, or representation by the Company whether as to past or future performance results.
6.5 Certain materials on this Website contain statements, beliefs and opinions which are forward-looking and reflect current expectations and projections about future events as of the date of the materials. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by forward-looking statements which could adversely affect the outcome and financial effects of the plans and events described herein. Forward looking statements contained in this Website regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.
7.1 Although the Company endeavours to update and ensure the accuracy of the content placed on this Website, the Company excludes all representations, warranties, conditions and other terms, either express or implied, as to the accuracy and completeness of the information on this Website, or its fitness for any purpose whatsoever. In particular, but without prejudice to the generality of the foregoing, the Company does not warrant or guarantee that this Website, its operation of this Website, the content of this Website or the server that makes this Website available are error or virus free or free of other harmful components or that your use of this Website and its content will be uninterrupted.
7.2 In no event will the Company be liable for any direct, indirect, special, incidental, or consequential damages (whether arising in contract, tort or otherwise) arising out of the use of this Website or the information held on this Website.
7.3 Nothing in this clause 7 shall affect the Company’s liability for death or personal injury arising from its negligence, or its liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.
8. Linking by us
We are not responsible for, and make no representation on, the content or reliability of linked websites, and linking should not be taken as endorsement of any kind. We have no control over the availability of linked pages and accept no responsibility for them or for any loss or damage that may arise from your use of them.
9. Misuse of this Website
9.1 You must not misuse this Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to this Website, the server on which this Website is stored or any server, computer or database connected to this Website. You must not attack this Website via a denial-of-service attack or a distributed denial-of-service attack.
9.2 By breaching this provision, you may commit a criminal offence under the Computer Misuse Act 1990. The Company will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use this Website will cease immediately.
10. Copyright statement
10.1 Copyright, trademark and other forms of proprietary rights protect the contents of this Website. All such contents are owned or controlled by the Company or the party credited as the provider of the contents. Except as expressly provided herein, nothing in this Website should be considered as granting any licence or right to any copyright, patent or trademark or other intellectual property rights of the Company or any third party. You may not sell, copy, publish, transfer or modify the information or software on this Website without prior written approval from the Company or the relevant third party.
10.2 All information, including logos, trademarks, photographs, as well as text provided herein may not be copied, reproduced or distributed without the express permission of the Company.
10.3 The Company’s status (and that of any identified contributors) as the authors of material on this Website must always be acknowledged.
11. No waiver
13. Governing law and jurisdiction