Priory Farm Solar Farm Limited

THE WEBSITE YOU ARE SEEKING TO ACCESS IS MADE AVAILABLE BY DOWNING RENEWABLES & INFRASTRUCTURE TRUST PLC (THE "COMPANY") IN GOOD FAITH AND IS PROVIDED FOR INFORMATION PURPOSES ONLY. 

THE INFORMATION CONTAINED ON THIS WEBSITE (THE "WEBSITE MATERIALS") IS NOT DIRECTED AT NOR SHOULD IT BE ACCESSED BY PERSONS LOCATED IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA") (WITH THE EXCEPTION OF THE REPUBLIC OF IRELAND AND THE NETHERLANDS) OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO (EACH A “RESTRICTED JURISDICTION”).

Please read this notice carefully – it applies to all persons who view this website. Please note that the terms set out below may be altered or updated without notice. You should read the following provisions in full each time you visit the site. Viewing the Website Materials you are seeking to access may not be lawful in other jurisdictions. 

The Website Materials are for information purposes only and do not constitute or form a part of any offer or invitation to sell or issue, or the solicitation of any offer to purchase or subscribe for, securities. The Website Materials are general in nature and do not in any way constitute investment, tax, legal or other advice.  

No securities of the Company have been or will be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in or into the United States, or to or for the account or benefit of any US person (within the meaning of Regulation S under the Securities Act). In addition, the Company has not been, and will not be, registered under the United States Investment Company Act of 1940, as amended. There will be no public offer of securities in the United States, Australia, Canada, Japan or the Republic of South Africa, any member state of the EEA (with the exception of the Republic of Ireland and the Netherlands) or any jurisdiction in which such an offer would constitute violation of the relevant laws or regulations of such jurisdiction.

If you are not permitted to view this website or are in any doubt as to whether you are permitted to view this website, please exit this website immediately by clicking on the "Decline" button below. The Website Materials must not be released or otherwise forwarded, distributed or sent, directly or indirectly, in whole or in part, to any Restricted Jurisdiction, or any other jurisdiction where the distribution of such materials would or may breach any applicable law or regulation or would require any registration or licensing within such jurisdiction. Persons receiving the Website Materials (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, in whole or in part, forward, distribute or send them in, into or from any jurisdiction outside the United Kingdom, the Republic of Ireland and the Netherlands. Neither the Company, Downing LLP ("Downing"), Singer Capital Markets Securities Limited ("Singer") nor any of their respective advisers accept any responsibility for any violation by any person of any of these restrictions.

In addition, the securities referred to herein and on the pages that follow may only be offered: (i) in the United Kingdom ("UK"), to the extent that the securities are permitted to be marketed in the UK pursuant to the Alternative Investment Fund Managers Directive (Directive 2011/ (61/EU) ("AIFMD") as implemented in the UK by UK statutory instruments and by virtue of the European Union (Withdrawal) Act 2018, and in any EEA jurisdiction to the extent that such securities are permitted to be marketed into the relevant EEA jurisdiction pursuant to the AIFMD (and/or any applicable local implementing measures); or (ii) can otherwise be lawfully offered or sold (including on the basis of an unsolicited request from a 'professional investor' (as that term is used in the AIFMD)). 

Any person accessing the Website Materials in any jurisdiction should inform themselves about and observe any applicable legal requirements in their jurisdiction. Access to this website is for information purposes only. Any person seeking access to this website represents and warrants to each of the Company, Downing and Singer that they are doing so for information purposes only. Making this website available does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or buy, securities in the Company. Further, it does not constitute a recommendation by the Company, Downing or Singer or any associated company or any other person to subscribe for or buy securities in the Company. The information on this website is general in nature and does not in any way constitute investment, tax, legal or other advice.

Any person accessing the Website Materials should carefully review the Terms and Conditions of the website. By using the Website Materials, you indicate that you accept the Terms and Conditions and that you agree to abide by them. The Company may change the Terms and Conditions. Such changes will be posted on the website. Your access to the website is governed by the version of the Terms and Conditions then in force. If you do not agree to the Terms and Conditions, please refrain from using this website.

None of the Company, Downing, Singer or any other person has, or accepts: (i) any responsibility or duty to update any information, document or announcement contained on this website and the Company reserves the right to add to, remove or amend any information available on this website at any time; or (ii) any responsibility in respect of any information contained on any other website which may be linked to or from this website.

Singer which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no-one else in connection with the matters referred to on this website and will not be responsible to anyone other than the Company for providing the protection afforded to clients of Singer or for providing advice in relation to any matters referred to on this website. Apart from the responsibilities and liabilities, if any, which may be imposed on Singer by the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder, Singer does not accept any responsibility whatsoever for the contents of the Website Materials or for any statement made or purported to be made by it, or on its behalf, in connection with the Company. Singer accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of the Website Materials or any such statement.

By clicking 'I understand and agree' below, you represent, warrant and agree that:

YOU ARE LOCATED IN THE UNITED KINGDOM, THE REPUBLIC OF IRELAND OR THE NETHERLANDS; AND

YOU ARE NOT ACCESSING THIS WEBSITE FROM WITHIN THE UNITED STATES OR FROM ANY OTHER RESTRICTED JURISDICTION; AND

YOU ARE NOT A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) OR OTHERWISE RESIDENT IN THE UNITED STATES OR ANY OTHER RESTRICTED JURISDICTION; AND

YOU ARE NOT INVESTING OR OTHERWISE ACTING FOR THE ACCOUNT OR BENEFIT OF A US PERSON OR A RESIDENT OF THE UNITED STATES OR ANY OTHER RESTRICTED JURISDICTION; AND

YOU ARE ACCESSING THIS WEBSITE FOR INFORMATION PURPOSES ONLY; AND

YOU WILL NOT TRANSMIT OR OTHERWISE SEND ANY INFORMATION CONTAINED IN THIS WEBSITE TO ANY PERSONS (I) IN THE UNITED STATES; OR (II) WHO ARE U.S. PERSONS OR (III) IN ANY OTHER RESTRICTED JURISDICTION; AND

YOU HAVE READ, UNDERSTOOD AND AGREE TO THE ABOVE.

If you cannot so represent, warrant and agree, you must click the button labelled 'I decline' or otherwise exit this website.