This Information Memorandum (“IM” or “Information Memorandum”) is private and confidential and is for information purposes only. This IM is available only to potential investors that are qualified investors as defined by the Prospectus Directive 2003/71/EC, as amended (“Qualified Investors”) or to those to whom it is specifically addressed. It is not a prospectus or an invitation to treat and does not constitute an offer of shares to the public. Any transaction is subject to contract and a contract will not exist until formal documentation has been signed and considered passed. The Loan Notes are being offered by Citidwell Limited Limited, an Irish limited company. Citidwell Homes Limited (The Company) warrants that it will procure the delivery of a coupon of 9% per on any Loan Note amount raised in this round of fundraising by the Company. In the event of over-subscription pursuant to any scheme or proposal as set out herein, the Company reserves the right to make any changes or amendments to any such scheme or proposal as it sees fit. Whilst the Company have taken all reasonable care to ensure that all statements of fact or opinions contained herein are true and accurate in all material respects, and that there are no material facts the omission of which would make misleading any statement herein, the Company does not make any representation or warranty or gives any undertaking as to the accuracy and completeness of any such information. Lenders should seek independent professional advice.

This information memorandum is for use only by the person to whom it is transmitted. This document is being made available for information purposes only to those who have expressed an interest in lending and shall not form the basis of any contract between the Company and any prospective lender.This IM should not be distributed, published or reproduced in whole or part, nor should its contents be disclosed by recipients to any other person other than their professional advisors. Lenders should be aware that they will be required to bear the financial risks of the opportunity and that they may lose their entire loan. A loan to the Company by way of purchase of Loan Notes should not constitute the sole or principal component of a lenders portfolio and should only be made by those lenders who could sustain a complete loss of their funds. Lenders should fully understand the risks and should satisfy themselves that this type of opportunity is suitable for their circumstances and financial resources. Prospective Lenders must rely on their own examination of the Company and consider the risks involved. Prospective Lenders are advised to consult a Qualified Financial Advisor.

This document is not a prospectus within the meaning of the Prospectus (Directive 2003/71/EC) Regulations, 2005 or the Investment Funds, Companies and Miscellaneous Provisions Act, 2005 or any similar law or regulation in any relevant jurisdiction. Prospective lenders must rely on their own examination of the legal, taxation, financial and other consequences of a loan to the Company, including the merits of lending and the risks involved.

The delivery of this Information Memorandum does not necessarily guarantee that there will have been no changes in the circumstances affecting any of the matters contained in this Information Memorandum, since the publishing date of the document.

Risk Factors

The Company will take great care to only share the opportunity with those who accept that they have the ability to absorb the risks associated with the Loan.

This opportunity has been structured in a manner so as to make it attractive to holders of Self-Administered Pension Schemes (SSASs), Approved Retirement Funds (ARFs), Approved Minimum Retirement Funds (ARMF), Self Invested Personal pensions (SIPPs), Self Directed Personal Retirement Savings Accounts (PRSAs) and Personal Retirement Bonds (PRBs). However, Lenders should be aware that they will be required to bear financial risks of the Loan. Lenders should understand the risks and satisfy themselves that this type of opportunity is suitable for their personal circumstances and financial resource.

Each prospective investor should consult their professional advisor to determine the consequences of making an investment having regard to the risks, their personal financial circumstances, taxation status and risk preference. The following risk also need to be considered.

  • Citidwell do not achieve the house prices estimated
  • Citdiwell do not complete the houses within the agreed time frame
  • Citidwell fail to sell the houses due to lack of demand for housing in the market
  • The projects run over budget.
  • The economy declines

These are just a sample of some of the associated risk with this loan and are not limited to the above.

General

An investment in any company involves certain degree of risk and is only suitable for investors who are capable of evaluating the merits of such and who have sufficient resources to be able to bear the economic risk inherent in the investment. Such an investment should be seen as complementary to exiting investments in a spread of other financial assets and investors should not consider investing in this project unless they have a diversified investment portfolio. The information provided in this document is based on past experience, current analysis, certain financial assumptions, assessments, evaluations, and expectations of future outcomes. The predicted outcomes and expected performance cannot be guaranteed.

Changes in Economic Conditions

An investment may be effected by changes in the market, business and economic conditions including interest rates, inflations risks, industry conditions, competition, tax laws as well as other factors to include but not limited to;

  1. Past performance is not necessarily a reliable indication of future performance.
  2. This Opportunity is not suitable for clients who require capital protection, neither is it suitable for those clients who require ready access to their capital during the term of the Loan.
  3. This Opportunity should be considered high risk and despite all the efforts that have been taken to mitigate the risks you could lose some or all of your initial loan. Please consult your financial advisor to make sure that this facility fits within your risk profile.
  4. It is important to note that the security to be provided in holders of Loan Notes, when liquidated may not equal the value of the Loan Note.
Waiver

This document is based upon information and data provided by the Company, its executives, agents and/or its shareholders and is provided on a confidential basis. The document is solely for use by prospective Lenders.

The contents of this document should not be construed as advice in relation to the Opportunity and each prospective Lender should make their own commercial assessment of the proposal contained herein and obtain whatever professional advice as they deem to be required – be it tax, legal, lending or otherwise.

All information related to Citidwell Limited regarding its strategy, financial situation, operations and organisation obtained from the Company, its executives and/or its shareholders must be kept in the strictest confidence.

Whilst reasonable care has been taken by the Company in the preparation of this Information Memorandum, no responsibility or liability will be accepted by the Company or any other member of the professional team or any of its shareholders or directors in relation to the information, views, advices or opinions provided now or in the future to any prospective Lenders or their advisors and such liability is hereby expressly disclaimed