Share Application
Terms and Conditions of the Andrew Reeves Property Ventures
Share Offer
(a) No person receiving a copy of this document and
an Application Form in any territory other than the United
Kingdom may treat the same as constituting an invitation or
offer to such person, nor should such person in any event
use such Application Form unless in the relevant territory
such an invitation or offer could lawfully be made to such
person or such Application Form could lawfully be used without
contravention of any registration or other legal requirements.
It is the responsibility of any person outside the United
Kingdom wishing to make an application hereunder to satisfy
himself or herself as to full observance of the laws of the
relevant territory in connection therewith, including obtaining
any governmental or other consents which may be required or
observing any other formalities needing to be observed in
such territory.
(b) The Ordinary Shares have not been and are not
intended to be registered under the United States Securities
Act of 1933 (as amended) (the "Securities Act")
or the Securities Exchange Act of 1934, as amended, and the
relevant exemptions are not being obtained from the securities
regulatory authority of any province of Canada. Accordingly,
except in a transaction which is exempt under the relevant
legislation, the Ordinary Shares may not be directly or indirectly
offered, sold or delivered in the United States or Canada
or to US persons or persons resident in Canada nor may an
Application Form be lodged by any such persons.
For the purposes of this document, "United States"
means the United States of America, each state thereof (including
the District of Columbia), its territories, possessions and
all areas subject to its given jurisdiction, "Canada"
means Canada and each province thereof "US person"
has the meaning given in Regulation S promulgated under the
Securities Act and "resident in Canada" means a
citizen, national or resident of Canada, the estate of any
such person, a partnership, corporation or other entity created
or organised in or under the laws of Canada, of any estate
or trust the income of which is liable to Canadian income
tax regardless of the source.
Each person who completes an Application Form warrants that
he or she is not a US person or a person resident in Canada
and that he or she will not hold or acquire any of the Offer
Shares for the account or benefit of any US person or person
resident in Canada or with the view to the offer, sale or
delivery directly or indirectly of any Ordinary Shares in
the United States or Canada or any province thereof, or to
or for the account of any US person or person resident in
Canada.
Persons resident in other overseas territories should consult
their professional advisers as to whether they require any
governmental or other consents or need to observe any other
formalities to enable them to participate in the Offer.
(c) By completing and delivering an Application Form
you as the applicant (and if you sign the Application Form
on behalf of somebody else or a corporation, that person or
corporation):
(i) irrevocably offer to subscribe for the number
of Ordinary Shares specified in the Application Form on
the terms of, and subject to, the conditions set out in
this document, including these terms and conditions and
subject to the Memorandum and Articles of Association of
the Companies;
(ii) agree that you will accept the number of Ordinary
Shares stated in Box 1 of the Application Form which are
allotted to you or such lesser number of Ordinary Shares
in respect of which your application may be accepted;
(iii) agree that all applications, acceptances,
allotments and contracts arising from this application will
be governed by and construed in accordance with English
law;
(iv) warrant that if you sign the Application Form
on behalf of somebody else or a corporation you have the
authority to do so and such person will also be bound accordingly
and will be deemed also to have given the confirmations,
warranties, and undertakings contained in these terms and
conditions of application;
(v) confirm that you are not relying on any information
or representations other than those contained in this document;
(vi) warrant that the remittance accompanying your
Application Form will be honoured at first presentation
and agree that if it is not so honoured the Companies (without
prejudice to any other fights it may have) may void the
agreement to allot the relevant Ordinary Shares and may
allot them to some other person in which case you will not
be entitled to any refund or payment in respect thereof;
(vii) agree that this application constitutes a
contract with the Companies which shall become binding upon
delivery of the Application Form duly completed at the address
shown on the Application Form;
(viii) do not expect any of the advisers named in
this document to provide you with any protections afforded
to their clients and are subscribing on an "execution
only" basis;
(ix) you are not a national or resident of the United
States of America (including its territories, its possessions
and all areas subject to its jurisdiction) or Canada or
a corporation, partnership or other entity organised under
the laws of the United States of America or Canada (or any
political sub-division of either) and that you will not
offer, sell or deliver directly or indirectly any of the
Offer Shares in the United States or Canada or Australia
or to or for the benefit of any person resident in the United
States of America or Canada;
(x) you are entitled to subscribe for the Offer
Shares comprised therein under the laws of all relevant
jurisdictions which apply to you, that you have fully observed
such laws and obtained all governmental and other consents
which may be required thereunder and complied with all necessary
formalities; and
(xi) you have read the section headed "Risk
Factors" found in Page 12 of this document and you
confirm that you understand the nature of the risks and
that you could lose all your investment in the Companies.
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