IMPORTANT: PLEASE READ THIS NOTICE CAREFULLY. IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBSITE. VIEWING THIS INFORMATION MAY NOT BE LAWFUL IN CERTAIN JURISDICTIONS. PLEASE NOTE THAT THE DISCLAIMER SET OUT BELOW MAY BE ALTERED OR UPDATED. YOU SHOULD READ IT IN FULL EACH TIME YOU VISIT THE WEBSITE. BY ACCESSING THIS INFORMATION ON THIS WEBSITE, YOU AGREE TO THE TERMS AND CONDITIONS BELOW, INCLUDING ANY MODIFICATIONS THAT MAY BE MADE TO THEM FROM TIME TO TIME.
THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS IN THE UNITED STATES. THESE MATERIALS ARE BEING MADE AVAILABLE ON THE WEBSITE OF EMBASSY OFFICE PARKS REIT (THE “REIT”) IN CONNECTION WITH AN INSTITUTIONAL PLACEMENT OF ITS UNITS (“ISSUE”) AND IN COMPLIANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA REAL ESTATE INVESTMENT TRUSTS REGULATIONS, 2014, AS AMENDED (THE “REIT REGULATIONS”) AND THE CIRCULAR DATED NOVEMBER 27, 2019, ON GUIDELINES FOR PREFERENTIAL ISSUE OF UNITS AND INSTITUTIONAL PLACEMENT OF UNITS BY A LISTED REAL ESTATE INVESTMENT TRUST (REIT), AS AMENDED, ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA (THE “SEBI INSTITUTIONAL PLACEMENT GUIDELINES”).
IMPORTANT: This disclaimer applies to all persons who view this website. Viewing this information on the website may not be lawful in certain jurisdictions. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the website. By accessing this information on the website, you agree to the terms and conditions below, including any modifications that may be made to them from time to time. The following disclaimer applies to the preliminary placement document of the REIT dated December [•], 2020 filed with BSE Limited and National Stock Exchange of India Limited (the "Preliminary Placement Document") and hosted on this website in relation to the proposed institutional placement of units of the REIT (the "Units"). You are advised to read this disclaimer carefully before reading, accessing or making any other use of the Preliminary Placement Document. The Preliminary Placement Document is available for you to read on screen and to print in PDF format. By accessing the Preliminary Placement Document, you agree to follow the following terms and conditions, including any modifications to them from time to time.
The Preliminary Placement Document presented herein is placed solely to comply with the provisions of the REIT Regulations and the SEBI Institutional Placement Guidelines. The Preliminary Placement Document is exclusive to the recipient and does not constitute an offer or invitation or solicitation of an offer or an invitation to the general public, under any applicable law, by or on behalf of the REIT, the Manager of the REIT, the Trustee of the REIT or the Lead Managers to subscribe to or purchase the Units described in the Preliminary Placement Document. Access to this website shall not form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. We are not soliciting any action or decision based on the information on this website.
The Preliminary Placement Document has not been and will not be filed as a prospectus with any Registrar of Companies in India under the Companies Act, 2013 and is not and should not be construed as an offer document under any applicable law. The Preliminary Placement Document shall be filed with the Stock Exchanges. The Preliminary Placement Document has not been and will not be reviewed or approved by any regulatory authority in India or abroad, including the Securities and Exchange Board of India, any Registrar of Companies in India or any stock exchange in India. The Preliminary Placement Document is not intended to constitute an offer or a solicitation or invitation of an offer to subscribe to the Units to any person or class of investors other than investors who are eligible to participate in the proposed institutional placement and as also defined in Regulation 2(1)(y) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and not being excluded pursuant to paragraph 4.2 of Annexure II to the SEBI Institutional Placement Guidelines (the “Eligible Institutional Investors”). The Preliminary Placement Document is not and should not be construed as an invitation, offer or sale of any securities to the public in India.
You are reminded that you have accessed the Preliminary Placement Document on the basis that you are a person into whose possession the Preliminary Placement Document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. You may not, nor are you authorized to, download, deliver or forward this document, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the Units described therein.
No Units or securities mentioned in such materials will be offered or deemed to be offered in India or overseas to the public or any member of the public in India or any person or class of investors other than Eligible Institutional Investors, who have been delivered a pre-numbered Preliminary Placement Document addressed to and inviting such Eligible Institutional Investor to submit an application form.
The placement and distribution of this Preliminary Placement Document is being done in reliance on the REIT Regulations and the SEBI Institutional Placement Guidelines, each as amended, and is meant only for Eligible Institutional Investors that are (i) eligible to participate in the Issue and as also defined in Regulation 2(1)(y) of the SEBI ICDR Regulations and not being excluded pursuant to paragraph 4.2 of Annexure II to the SEBI Institutional Placement Guidelines, (ii) are not a “sponsor” or “manager”, each as defined under the REIT Regulations, of the REIT or to a person related to, a related party or associate (as defined under the REIT Regulations) of any of the sponsors or the manager of the REIT, (iii) are not restricted from participating in the Issue under applicable law, and (iv) who is resident in India, or foreign portfolio investor as defined under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, as amended (other than individuals, corporate bodies and family offices), and including persons who have been registered under the regulations and to the extent applicable, have a valid and existing registration under the applicable laws and regulations of India.
You acknowledge that the access to the Preliminary Placement Document is intended for use by you only and you agree not to forward the Preliminary Placement Document on to any other person, internal or external to your company, in whole or in part, or otherwise provide access via e-mail or otherwise to any other person and you are subject to disclaimers and restrictions contained in or accompanying the Preliminary Placement Document.
NONE OF THE REIT, MANAGER OF THE REIT, TRUSTEE OF THE REIT, THE LEAD MANAGERS, NOR ANY OF THEIR RESPECTIVE AFFILIATES, ACCEPT ANY LIABILITY WHATSOEVER, DIRECT OR INDIRECT, THAT MAY ARISE FROM THE USE OF THE INFORMATION CONTAINED ON THIS WEBSITE. ACCESS TO THIS WEBSITE DOES NOT CONSTITUTE A RECOMMENDATION BY THE REIT, MANAGER OF THE REIT, TRUSTEE OF THE REIT, THE LEAD MANAGERS, ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY OTHER PARTY TO SUBSCRIBE TO OR BUY OR SELL THE UNITS OR SECURITIES.
PLEASE NOTE THAT BECAUSE OF RESTRICTIONS IMPOSED BY LAW ON SOLICITING SECURITIES BUSINESS IN VARIOUS JURISDICTIONS, SUBSCRIPTION TO THE ISSUE WILL NOT BE PERMITTED TO RESIDENTS OF CERTAIN JURISDICTIONS. THE PRELIMINARY PLACEMENT DOCUMENT IS NOT INTENDED FOR DISTRIBUTION TO, OR USE BY, ANY PERSON OR ENTITY IN ANY JURISDICTION OR COUNTRY WHERE (A) DISTRIBUTION OR USE OF SUCH INFORMATION WOULD BE CONTRARY TO LAW OR REGULATION; OR (B) THE REIT WOULD BY VIRTUE OF SUCH DISTRIBUTION BECOME SUBJECT TO NEW OR ADDITIONAL REGISTRATION REQUIREMENTS. YOU MUST SATISFY YOURSELF THAT YOU ARE NOT SUBJECT TO ANY LOCAL REQUIREMENTS WHICH PROHIBIT OR RESTRICT YOU FROM ACCESSING THESE MATERIALS.
THE PRELIMINARY PLACEMENT DOCUMENT MAY NOT BE DOWNLOADED, DELIVERED, FORWARDED OR DISTRIBUTED, ELECTRONICALLY OR OTHERWISE, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY DOWNLOADING, FORWARDING, DELIVERY, DISTRIBUTION OR REPRODUCTION OF THE PRELIMINARY PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DISCLAIMER MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
NOTHING HEREIN CONSTITUTES AN OFFER OR SOLICITATION OF UNITS FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE UNITS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.
YOU ARE ACCESSING THIS WEBSITE AT YOUR OWN RISK AND IT IS YOUR RESPONSIBILITY TO TAKE PRECAUTIONS TO ENSURE THAT IT IS FREE FROM VIRUSES AND OTHER ITEMS OF A DESTRUCTIVE NATURE. NEITHER THE REIT, THE MANAGER OF THE REIT, TRUSTEE OF THE REIT, THE LEAD MANAGERS NOR ANY OF THEIR AFFILIATES, DIRECTORS, OFFICERS OR EMPLOYEES WILL BE LIABLE OR HAVE ANY RESPONSIBILITY OF ANY KIND FOR ANY LOSS OR DAMAGE THAT YOU INCUR IN THE EVENT OF ANY FAILURE OR DISRUPTION OF THIS WEBSITE, OR RESULTING FROM THE ACT OR OMISSION OF ANY OTHER PARTY INVOLVED IN MAKING THIS WEBSITE OR THE DATA CONTAINED THEREIN AVAILABLE TO YOU, OR FROM ANY OTHER CAUSE RELATING TO YOUR ACCESS TO, INABILITY TO ACCESS, OR USE OF THE WEBSITE OR THESE MATERIALS. IT IS YOUR RESPONSIBILITY TO TAKE PRECAUTIONS TO ENSURE THAT IT IS FREE FROM VIRUSES AND OTHER ITEMS OF A DESTRUCTIVE NATURE.
INVESTING IN THE UNITS DESCRIBED IN THE PRELIMINARY PLACEMENT DOCUMENT PRESENTED HEREIN INVOLVES RISKS AND YOU SHOULD NOT INVEST ANY FUNDS IN THE UNITS UNLESS YOU ARE PREPARED TO RISK LOSING ALL OR PART OF YOUR INVESTMENT. YOU ARE ADVISED TO CAREFULLY READ THE SECTION ENTITLED "RISK FACTORS" AND THE OTHER INFORMATION CONTAINED IN THE PRELIMINARY PLACEMENT DOCUMENT PRESENTED HEREIN BEFORE MAKING AN INVESTMENT DECISION. YOU ARE ADVISED TO CONSULT YOUR OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF INVESTING IN THE UNITS DESCRIBED IN THE PRELIMINARY PLACEMENT DOCUMENT.
Access to the Preliminary Placement Document has been limited so that it shall not constitute (i) in the United States or elsewhere a general advertisement or general solicitation (as those terms are used in Regulation D under the Securities Act) or directed selling efforts (within the meaning of Regulation S under the Securities Act), or (ii) an offer or invitation, to the public under the Indian Companies Act, 2013, by or on behalf of the REIT, the Manager of the REIT or the Lead Managers.
By accessing the Preliminary Placement Document, you will be deemed to represent, agree and confirm that (i) you are not located in the United States and, to the extent that you eventually purchase the Units described in the attached Preliminary Placement Document, you will be doing so in an "offshore transaction" (as defined in Regulation S under the Securities Act) OR (ii) you are a “qualified institutional buyer” as defined in Rule 144A under the U.S. Securities Act.
The information in the Preliminary Placement Document is as of the date thereof and neither the REIT, the Manager of the REIT, the Trustee of the REIT nor any of the Lead Managers is under any obligation to update or revise the Preliminary Placement Document to reflect circumstances arising after the date thereof.
This disclaimer and the Preliminary Placement Document are intended for your information only and may contain legally privileged and/or confidential information. You are hereby notified that any dissemination, distribution or copying of the Preliminary Placement Document is strictly prohibited.
You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently neither the REIT, the Manager of the REIT, the Trustee of the REIT, the Lead Managers nor any of their affiliates nor their directors, officers and employees accepts any liability or responsibility whatsoever in respect of alterations or changes which may have taken place during the course of transmission of the Preliminary Placement Document in electronic format. Any other information contained in, or that can be accessed via our website does not constitute a part of the Preliminary Placement Document.
The Preliminary Placement Document may contain statements about future events and expectations that constitute forward-looking statements. There can be no assurance that the results and events contemplated by the forward-looking statements contained therein will in fact occur. The REIT, the Manager of the REIT, the Trustee of the REIT, the Lead Managers and their respective affiliates do not make any representation or warranty, express or implied, as to, and do not accept any responsibility or liability with respect to, the fairness, accuracy, completeness or correctness of any such information or opinion in the Preliminary Placement Document.
You are reminded that you are accessing the Preliminary Placement Document on the basis that you are a person into whose possession this Preliminary Placement Document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. If this is not the case or if you do not agree to the terms contained in this notice, then you must not access the Preliminary Placement Document and you must destroy any copies of the Preliminary Placement Document in your possession.
If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please do not proceed further.
To access this information, you must confirm by pressing the button marked "I am a resident of India" and “I have read and accept the disclaimer above” that, at the time of access, you (a) are located in and are a resident of India, and (b) are not a resident of the United States and you are not located inside the United States and (c) are eligible to invest.
By clicking on "I am a resident of India" and “I have read and accept the disclaimer above”, you are further confirming that you are an investor who is eligible to participate in the proposed institutional placement and as also defined in Regulation 2(1)(y) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and not being excluded pursuant to paragraph 4.2 of Annexure II to the guidelines for preferential issue of units and institutional placement of units by a listed real estate investment trust (REIT), as amended, issued by the Securities and Exchange Board of India and you agree that the information contained herein is not an offer to the public or to any other class of investors.
The documentation contained in these pages is posted to comply with Indian legal and regulatory requirements. Making the information contained herein available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities of the REIT in the United States or in any jurisdiction outside India. Further, it does not constitute a recommendation by the REIT or any other party to sell or buy securities in the REIT in the United States or in any jurisdiction outside India.
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vaibhav.j@embassyofficeparks.com