We recommend any interested party to verify the regulatory basis. This should be examined through well-known international accounting firms.
All terms not defined in this wording shall have the same meaning as assigned to them in the relevant Offering Memorandum, as amended from time to time.
The relevant Offering Memorandum of each Fund on this platform includes a private invitation to invest in the Shares. It is addressed only to you on an individual, exclusive, and confidential basis, and its unauthorized copy, disclosure, or transfer by any means whatsoever is absolutely and strictly forbidden. The Funds will not provide copies of this prospectus, or provide any kind of advice or clarification, or accept any offer or commitment to purchase the securities herein referred to from persons other than the intended recipient. The offer contained herein is not a public offering, and as such it is not and will not be registered with, or authorized by, the Comisión Nacional de Valores. The information contained herein has been compiled by the Board of Directors of the Issuer, who assumes the sole responsibility for the accuracy of the data herein disclosed.
The Shares in the Funds of this platform may not be offered or sold to the public in Brazil. Accordingly, the Shares in these Funds have not been nor will be registered with the Brazilian Securities Commission – CVM nor has it been submitted to the foregoing agency for approval. The Offering Memorandum relating to the Shares in the Fund, as well as the information contained therein, may not be supplied to the public in Brazil, as the offering of Shares in the Fund is not a public offering of securities in Brazil, nor used in connection with any offer for subscription or sale of securities to the public in Brazil.
The Funds on this platform is not, and under no circumstances is to be construed as, an advertisement or a public offering of the Shares described in this Canadian Offering Memorandum in Canada. No securities commission or similar authority in Canada has reviewed or in any way passed upon this Offering Memorandum or the merits of the Shares described in this Canadian Offering Memorandum, and any representation to the contrary is an offence.
Neither the Funds of this platform nor the Shares have been registered with the superintendencia de valores y seguros pursuant to law no. 18.045, the Ley de Mercado de Valores, and regulations there under. This Offering Memorandums do not constitute an offer of, or an invitation to subscribe for or purchase, the Shares in the Republic of Chile, other than to individually identified buyers pursuant to a private offering within the meaning of Article 4 of the Ley de Mercado de Valores (an offer that is not addressed to the public at large or to a certain sector or specific group of the public).
The Offering Memorandums of this platform have been produced for the purpose of providing information about the Shares. These Offering Memorandums are made available on the condition that it is for the use only by the recipient and may not be passed on to any other person or be reproduced in any part. The Shares have not been and will not be offered in the course of a public offering or of equivalent marketing in El Salvador and therefore, the provisions of the Stock Market Law of 1994 (Ley del Mercado de Valores) as amended, relating to registration requirements and to prospectus requirements do not apply. The Shares have thus neither been registered for public distribution in El Salvador with the Stock Superintedency nor been the subject matter of a Offering Memorandum compliant with the Stock Market Law. Any subscription application by any person other than the initial recipient of the Offering Memorandum will be rejected.
The Shares have not been and will not be registered with the National Registry of Securities, maintained by the Mexican National Banking Commission and, as a result, may not be offered or sold publicly in Mexico. The Funds and any underwriter or purchaser may offer and sell the Shares in Mexico, to Institutional and Accredited Investors, on a private placement basis, pursuant to Article 8 of the Mexican Securities Market Law.
The distribution of these Offering Memorandums and the offering of the Shares may be restricted in certain jurisdictions. The information in these Offering Memorandums is for general guidance only, and it is the responsibility of any person or persons in possession of these Offering Memorandums and wishing to make application for the Shares to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. Prospective applicants for the Shares should inform themselves as to legal requirements also applying and any applicable exchange control regulations and applicable taxes in the countries of their respective citizenship, residence or domicile. These Offering Memorandums do not constitute an offer or solicitation to any person in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it would be unlawful to make such offer or solicitation.
United States of America:
The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (“the 1933 Act”) or the securities laws of any of the states of the United States, nor is such registration contemplated. The Shares may not be offered, sold or delivered directly or indirectly in the United States or to or for the account or benefit of any “US Person” except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and any applicable state laws. The Shares are being offered outside the United States pursuant to the exemption from registration under Regulation S under the 1933 Act and inside the United States in reliance on Regulation D promulgated under the 1933 Act and Section 4(2) thereof. There is no public market for the Shares and no such market is expected to develop in the future. The Shares offered hereby are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the 1933 Act and applicable state securities laws pursuant to registration or exemption therefrom. The Funds have not been and will not be registered under the United States Investment Company Act of 1940, as amended (the “1940 Act“) pursuant to the provisions of Section 3(c)(7) of the 1940 Act, which excludes from the definition of “investment company” a privately offered fund that is organized outside the US and whose US Person security holders consists exclusively of “qualified purchasers”, as defined in Section 2(a)(51) of the 1940 Act. The Funds may arrange or permit the private placement in the United States of a portion of the Shares under the exemption provided by Section 4(2) of the 1933 Act and regulation D promulgated thereunder to US Persons that are “accredited investors“ (as defined in rule 501(a) of regulation D under the 1933 Act) and “qualified purchasers” (as defined in Section 2(a)(51) of the 1940 Act), under restrictions and other circumstances designed to preclude a distribution that would otherwise require registration of the Shares under the 1933 Act, cause the Funds to become subject to the registration requirements of the 1940 Act, oblige the Funds or the Investment Manager to comply with requirements under the United States Commodity Exchange Act, or cause the assets of the Funds to be “plan assets“ for the purposes of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA“), including presentation by such investors, prior to the delivery to them of the Shares, of subscription documentation containing specified representations and agreements. The Funds will not accept any subscriptions from investors that are employee benefit plans subject to title I of ERISA, certain tax qualified plans subject to Section 4975 of the United States Internal Revenue Code of 1986, as amended, or other entities deemed to hold assets of such plans (together, “Benefit Plans“) if after such subscription the Shares of any class held by Benefit Plans would be 25 percent or more of the total outstanding shares of that class. If the Shares of any class held by Benefit Plans were to exceed this 25 percent limit, the Fund’s might be considered “plan assets“ under ERISA, which could result in adverse consequences to the Funds, the Investment Manager and the fiduciaries of the Benefit Plans.
The sale of the Shares qualifies as a private placement pursuant to section 2 of Uruguayan law 16.749. The Shares must not be offered or sold to the public in Uruguay, except in circumstances, which do not constitute a public offering or distribution under Uruguayan laws and regulations. The Shares are not and will not be registered with the Central Bank of Uruguay. The Shares correspond to investment funds that are not investment funds regulated by Uruguayan law 16,774 dated September 27, 1996, as amended.
Under the laws of the República Bolivariana de Venezuela, no public offer of the securities described in the Offering Memorandums on this platform may take place without the prior approval of the National Securities Commission in Venezuela. The Offering Memorandums may not be publicly distributed within the territory of the República Bolivariana de Venezuela.
The offering of Shares has not been and will not be notified to the Belgian Banking, Finance and Insurance Commission (Commissie Voor Het Bank, Financieen Assurantiewezen / Commission Bancaire, Financiere et des Assurances) nor has these Offering Memorandums been, nor will it be, approved by the Belgian Banking, Finance and Insurance Commission. The Shares may be offered in Belgium only to a maximum of 99 investors or to investors investing a minimum of € 250,000 or to professional or institutional investors, in reliance on Article 5 of the Law of July 20, 2004. This Offering Memorandum may be distributed in Belgium only to investors for their personal use and exclusively for the purposes of this offering of the Shares. Accordingly, these Offering Memorandums may not be used for any other purpose or passed on to any other investor in Belgium.
The Shares mentioned in these Offering Memorandums have not been registered under the Czech Collective Investment Act or any other Czech Securities laws. Any public distribution, advertisement or similar activities in Czech Republic will constitute a violation of applicable law. The Offering Memorandums may only be circulated in the Czech Republic on a private placement basis in accordance with the Czech Collective Investment Act.
The Funds on this platform have not applied for or obtained a license under the Danish Act on Investment Associations and Special-Purpose Associations as well as other Collective Investment Schemes etc. (Act No. 1052 of 29 August 2007) (the “Act“) and the Executive Order on Foreign Collective Investment Institutions‘ Marketing in Denmark (Executive Order No. 1445 of 21 December 2005) (the “Order“) from the Danish Financial Supervisory Authority. The Shares in the Funds may only be offered or marketed in Denmark in compliance with the Act and the Order as well as any other provisions of Danish law applicable to the offering or marketing of investment products to investors located in Denmark. This implies, inter alia, that the Shares in the Fund may not be offered or marketed to potential investors in Denmark unless an approval from the Danish Financial Supervisory Authorities in accordance with Section 16, Sub-Section 1 of the Act has been obtained, or unless the group of potential investors located in Denmark to whom the Shares in the Funds shall be offered or marketed is of such character that it does not fall within the scope of the Act.
The Offering Memorandums are not addressed to or intended for any individual or legal entity in the Republic of Estonia and does not constitute or form part of any offer or invitation to the public to subscribe for or purchase Shares in the Fund and shall not be construed as such. The Funds are not authorized under the Estonian Investment Funds Act, and any sale, redemption or repurchase of Shares will take place only outside the Republic of Estonia. The Offering Memorandums may not be distributed to the public in the Republic of Estonia.
The Offering Memorandums are not constitute an offer to the public in Finland. The Shares cannot be offered or sold in Finland by means of any document to any persons other than “Professional Investors” as defined by the Finnish Mutual Funds Act (Sijoitusrahastolaki 29.1.1999/48), as amended. No action has been taken to authorize an offering of the Shares to the public in Finland and the distribution of these Offering Memorandums is not authorized by the Financial Supervision Authority in Finland. These Offering Memorandums are strictly for private use by its holder and may not be passed on to third parties or otherwise publicly distributed. Subscriptions will not be accepted from any persons other than the person to whom these Offering Memorandums have been delivered by the Funds or the representative. These Offering Memorandums may not include all the information that is required to be included in an Offering Memorandum in connection with an offering to the public.
The Shares may not be offered directly or indirectly in the Republic of France and neither these Offering Memorandums, which has not been submitted to the Autorité des Marchés Financiers, nor any offering material or information contained therein relating to the Funds, may be supplied or used in connection with any offer for subscription or sale of the Shares in the Republic of France.
Each purchaser of the Funds acknowledges that the Funds are not and will not be registered for public distribution in Germany. Accordingly, no offer of the Shares may be made to the public in Germany. For the purposes of the provision above, the expression an “offer of fund shares may be made to the public” in relation to the Shares means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable an investor to decide to purchase or subscribe to the securities.
These Offering Memorandums do not constitute or form part of any offer or invitation to subscribe for or purchase Shares in the Funds, which are not registered under the Greek law. Any distribution, advertisement or similar activities in Greece will constitute a violation of applicable law. Such distribution, advertisement or offer may only be effected with the prior permission of the Capital Market Commission.
The Shares may only be offered or sold in, or from within the Bailiwick of Guernsey either (i) to or by persons licensed under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended or (ii) to persons licensed under the Banking Supervision (Bailiwick of Guernsey) Law, 1994 as amended, or (iii) to persons licensed under the Insurance Business (Bailiwick of Guernsey) Law, 2002 or (iv) to prospective licensees under the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2000 as amended.
These Offering Memorandums relate to Shares issued through private placement, and it does not constitute or form part of any offer or invitation to the public to subscribe for or purchase Shares in the Fund and shall not be construed as such.
Notice to Icelandic Investors (Institutional Investors)
These Offering Memorandums have been issued to you for your use only and exclusively for the purposes of the described investment opportunities. Accordingly, these Offering Memorandums and relevant information may not be used for any other purpose or passed on to any other person in Iceland. The investments described in these Offering Memorandums are not a public offering of securities. They are not registered for public distribution in Iceland with the Financial Supervisory Authority pursuant to the Icelandic Act on Undertakings for Collective Investment in Transferable Securities (UCITS) and Investment Funds No. 30/2003 and supplementary regulations. The investments may not be offered or sold by means of these Offering Memorandums or anyway later resold otherwise than in accordance with Article 13 of the regulation on UCITS and Investment Funds No. 792/2003.
Isle of Man:
The Funds are not subject to any form of regulation or approval in the Isle of Man. These Offering Memorandums have not been registered or approved for distribution in the Isle of Man and may only be distributed in or into the Isle of Man by a person permitted under Isle of Man law to do so and in accordance with the Isle of Man Financial Supervision Act 1988 and regulations made there under. The participants in the Funds are not protected by any statutory compensation scheme.
The offering of the Shares has not been registered pursuant to Italian securities legislation and, accordingly, no Shares may be offered, sold or delivered, nor may copies of the Offering Memorandums or any other document relating to the Shares be distributed in the Republic of Italy, except: (a) to qualified investors (investitori qualificati) (“Qualified Investors“), as defined under relevant CONSOB (the Italian Securities Exchange Commission) Regulation implementing Article 2, par. 1, lett. (e), of Directive 2003/71/EC of the European Parliament and of the Council; or (b) in circumstances which are exempted from the rules on offers of securities to be made to the public pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998 (“Financial Services Act“) and Article 33, first paragraph, of CONSOB Regulation No. 11971 of 14 May 1999 (“Regulation 11971/1999“), as amended. In any event any offer, sale or delivery of the Shares in the Republic of Italy or distribution of copies of the Offering Memorandums or any other document relating to the Shares in the Republic of Italy under (a) and (b) above must be: (i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007 and Legislative Decree No. 385 of 1 September 1993, as amended; (ii) in compliance with Article 42 of the Financial Services Act and the implementing guidelines of the Bank of Italy, as amended from time to time (even where the same offer, sale or delivery of the Shares in the Republic of Italy or distribution of copies of the Offering Memorandums or of any other document relating to the Shares is made on a private placement basis); and (iii) in compliance with any other applicable laws and regulations.
This Offering Memorandums relate to a private placement and does not constitute an offer to the public in Jersey to subscribe for the Shares offered hereby. No regulatory approval has been sought to the offer in Jersey and it must be distinctly understood that the Jersey Financial Services Commission does not accept any responsibility for the financial soundness of or any representations made in connection with the Funds. The offer of Shares is personal to the person to whom these Offering Memorandums are being delivered by or on behalf of the Funds, and a subscription for the Shares will only be accepted from such person. The Offering Memorandums may not be reproduced or used for any other purpose.
The Offering Memorandums do not constitute a prospectus under the Latvian Financial Instruments Markets Law (Finanšu instrumentu tirgus likums) nor has it been filed with or approved by the Finance and Capital Markets Commission of Latvia. The Funds are not registered or authorized in Latvia and the Shares in the Funds must not be offered or sold directly or indirectly in the Republic of Latvia or to residents of Latvia other than in compliance with all applicable provisions of the laws of the Republic of Latvia, and especially in compliance with the Financial Instruments Markets Law and Investment Management Companies Law (Ieguldījumu pārvaldes sabiedrību likums) and any regulations made there under, as supplemented and amended from time to time.
These Offering Memorandums do not constitute or form part of any offer or invitation to the public to subscribe for or purchase Shares in the Funds and shall not be construed as such and no person other than the person to whom this offer has been addressed or delivered shall be eligible to subscribe for or purchase Shares in the Funds. Shares in the Funds will not in any event be marketed to the public in Liechtenstein without the prior authorization of the Financial Market Authority.
The Shares are not being issued for public offering as defined in the Law on Collective Investment Undertakings of the Republic of Lithuania (4 July 2003, No IX-1709). Accordingly, with respect to the Republic of Lithuania, these Offering Memorandums may not and will not be distributed and the Shares may not and will not be offered through mass media, advertisement or by addressing over 100 natural persons or legal entities.
These Offering Memorandums do not constitute or form part of any offer or invitation to the public to subscribe for or purchase Shares in the Funds and shall not be construed as such and no person other than the person to whom this Offering Memorandums have been addressed or delivered shall be eligible prior authorization of the Maltese Financial Services Authority.
These Offering Memorandums are not addressed to or intended for any individual or legal entity in the Netherlands except (a) individuals or legal entities who qualify as qualified investors (as defined by article 2 paragraph 1(e) of the Prospectus Directive (2003/71/EC), as amended or (b) other persons to whom, or in circumstances where, an exemption or exception to the offering of interests in collective investment schemes (beleggingsinstellingen) applies pursuant to the Act on Financial Supervision (Wet op het financieel toezicht), and the rules and regulations promulgated pursuant thereto, as amended. Distribution of these Offering Memorandums do not trigger a license requirement for the Funds in the Netherlands and consequently no supervision will be exercised over the Funds by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten).
The Funds are not authorized and registered under the Polish Act on Investment Funds of 27 May 2004, and any marketing, sale, redemption or repurchase of Shares can only be made outside Poland. The Offering Memorandums cannot be distributed to the public in Poland, and a Polish recipient of the Offering Memorandums cannot in any manner forward the prospectus to the public in Poland.
The Shares of the Funds could only be offered through a private placement in Portugal.
Republic of Ireland:
The distribution of these Offering Memorandums and the offering or purchase of the Shares is restricted to the individual to whom these Offering Memorandums are addressed. Accordingly, it may not be reproduced in whole or in part, nor may its contents be distributed in writing or orally to any third party and it may be read solely by the person to whom it is addressed and his/her professional advisers. The Offering Memorandums and the offering or purchase of Shares will not be offered or sold otherwise in circumstances which do not require the publication of a prospectus pursuant to article 3(2) of the Directive 2003/71/ EC and will not be offered or sold otherwise than in a conformity with the provisions of the Irish Investment Intermediaries Act 1995 (as amended) including without limitation, sections 9, 23 and 37 thereof. Shares in the Funds will not in any event be publicly marketed in Ireland without prior authorization of the Irish Financial Services Regulatory Authority.
The Funds are not authorized under Russian Federal Law on “Publicly traded securities”. The Offering Memorandums may be distributed only among a number of specified investors in Russia and a Russian recipient of the Offering Memorandums may not in any way forward the Offering Memorandums to the public in Russia.
These Offering Memorandums are not a public offer of the Shares under Act No. 594/2003 Coll. on Collective Investments, or any other regulation applicable in the Slovak Republic, and are addressed to only selected individuals in the Slovak Republic, the number of which does not exceed 50. These Offering Memorandums may not be distributed to the public in the Slovak Republic, and the recipient may not in any way forward it to other individuals or the public. Any public distribution, advertisement or similar activities in the Slovak Republic will constitute a violation of applicable law.
These Offering Memorandums are not intended to be distributed in the Republic of Slovenia. The Shares offered pursuant to these Offering Memorandums have not been and are not offered, marketed or advertised in the Republic of Slovenia. Any offering, marketing or advertisement of the Shares in the Republic of Slovenia will constitute a violation of the applicable law.
The Funds have not been authorized by or registered with the Spanish Securities Market Commission as a foreign collective investment scheme in accordance with section 15.2 of law 35/2003 of 4 November 2003 on Collective Investment Schemes. Accordingly, the Shares of the Funds may not be offered or sold in Spain by means of any marketing activities as defined in section 2 of law 35/2003, as amended by law 25/2005, of 24 November 2005.
The Funds have not been authorized for public distribution in or from Switzerland pursuant to the Swiss Collective Investment Schemes Act of 23 June 2006 (the “CISA“) and its implementing regulations. Accordingly, the Shares may only be offered and these Offering Memorandums may only be distributed in or from Switzerland to “qualified investors“ (as this term is defined in the CISA and its implementing regulations).
The Funds are an unrecognized collective investment scheme for the purposes of the Financial Services and Markets Act 2000 of the United Kingdom (the “Act”). The promotion of the Funds and the distribution of these Offering Memorandums in the United Kingdom are accordingly restricted by law. These Offering Memorandums are being issued in the United Kingdom by the Funds to, and/or is directed at, persons to whom it may lawfully be issued or directed at under the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 including persons who are authorized under the Act (“authorized persons”), certain persons having professional experience in matters relating to investments, high net worth companies, high net worth unincorporated associations or partnerships, trustees of high value trusts and persons who qualify as certified sophisticated investors. The Shares are only available to such persons in the United Kingdom and these Offering Memorandums must not be relied or acted upon by any other persons in the United Kingdom. In order to qualify as a certified sophisticated investor a person must a) have a certificate in writing or other legible form signed by an authorized person to the effect that he is sufficiently knowledgeable to understand the risks associated with a particular type of investment; and b) have signed, within the last 12 months, a statement in a prescribed form declaring, amongst other things, that he qualifies as a sophisticated investor in relation to such investments. These Offering Memorandums are exempt from the general restriction in Section 21 of the Act on the communication of invitations or inducements to engage in investment activity on the grounds that it is being issued to and/or directed at only the types of person referred to above. The content of these Offering Memorandums have not been approved by an authorized person and such approval is, save where these Offering Memorandums are directed at or issued to the types of person referred to above, required by Section 21 of the Act. Acquiring the Shares may expose an investor to a significant risk of losing the entire amount invested. Any person who acquires the Shares will not be exposed to any significant risk of incurring additional liability. Any person who is in any doubt about investing in the Fund should consult an authorized person specializing in advising on such investments.
These Offering Memorandums are not a prospectus under the Corporations Act 2001 -Cht- (Corporations Act) and do not constitute a recommendation to acquire, an invitation to apply for, an offer to apply for or buy, an offer to arrange the issue or sale of, or an offer for issue or sale of, any securities in Australia. The Funds have not authorized nor taken any action to prepare or lodge with the Australian Securities & Investments Commission an Australian law compliant prospectus. Accordingly, these Offering Memorandums may not be issued or distributed in Australia and the Shares in the Funds may not be offered, issued, sold or distributed in Australia by the Company, or any other person, under these Offering Memorandums other than by way of or pursuant to an offer or invitation that does not need disclosure to investors under Part 6D.2 of the Corporations Act or otherwise. These Offering Memorandums do not constitute or involve a recommendation to acquire, an offer or invitation for issue or sale, an offer or invitation to arrange the issue or sale, or an issue or sale, of interests to a “retail client” (as defined in section 761G of the Corporations Act and applicable regulations) in Australia.
The contents of these Offering Memorandums have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of these Offering Memorandums, you should obtain independent professional advice.
These Offering Memorandums are not a registered prospectus or an investment statement for the purposes of the Securities Act 1978 and does not contain all the information typically included in a registered prospectus or investment statement. This offer of the Shares does not constitute an “offer of securities to the public” for the purposes of the Securities Act 1978 and, accordingly, there is neither a registered prospectus nor an investment statement available in respect of the offer. Shares in the Funds may only be offered to the public in New Zealand in accordance with the Securities Act 1978 and the Securities Regulations 1983.
These Offering Memorandums have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, these Offering Memorandums and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Shares may not be circulated or distributed, nor may the Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor pursuant to Section 304 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”) or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. The offer or invitation which is the subject of these Offering Memorandums is not allowed to be made to the retail public. These Offering Memorandums are not a prospectus as defined in the Securities and Futures Act, Chapter 289 of Singapore (“SFA”). Accordingly, statutory liability under that Act in relation to the content of prospectuses would not apply. You should consider carefully whether the investment is suitable for you. These Offering Memorandums have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, these Offering Memorandums and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Shares may not be circulated or distributed, nor may the Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 304 of the SFA, (ii) to a relevant person, or any person pursuant to Section 305(2), and in accordance with the conditions, specified in Section 305 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the Shares are subscribed or purchased under Section 305 by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, shares, debentures and Shares of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has acquired the Shares pursuant to an offer made under Section 305 except: (1) to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 305(5) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and Shares of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA; (2) where no consideration is or will be given for the transfer; or (3) where the transfer is by operation of law.
The Shares could be made available in the R.O.C. on a private placement basis only to banks, bills houses, trust enterprises, financial holding companies and other qualified entities or institutions (collectively, “Qualified Institutions”) and other entities and individuals meeting specific criteria (“other Qualified Investors”) pursuant to the private placement provisions of the R.O.C. rules governing offshore Funds. No other offer or sale of the Shares in the R.O.C. is permitted. R.O.C. purchasers of the Shares may not sell or otherwise dispose of their holdings except by redemption, transfer to a Qualified Institution or Other Qualified Investor, transfer by operation of law or other means approved by the R.O.C. Financial Supervisory Commission.
The Offering Memorandums have not been approved by the Central Bank of Bahrain, which takes no responsibility for its contents. No offer to the public to purchase the Shares will be made in the Kingdom of Bahrain and these Offering Memorandums are intended to be read by the addressee only and must not be passed to, issued to, or shown to the public generally. The Central Bank of Bahrain and the Bahrain Stock Exchange assume no responsibility for the accuracy and completeness of the statements and information contained in these Offering Memorandums and expressly disclaim any liability whatsoever for any loss howsoever arising from reliance upon the whole or any part of the contents of these Offering Memorandums.
These Offering Memorandums will be distributed to Israeli residents only in a manner that will not constitute “an offer to the public“ under Sections 15 and 15A of the Israel Securities Law, 5728-1968 (“the Securities Law“) and accordingly these Offering Memorandums may only be distributed in Israel: (a) to selected investors interested in the proposed offering of the Shares in the Funds and which are included in the categories of investors listed in the First Addendum to the Securities Law, namely, mutual funds, provident funds, insurance companies, banking corporations purchasing for themselves or for customers listed in Section 15A(b) of the Securities Law, portfolio managers, purchasing for themselves or for customers listed in Section 15A(b) of the Securities Law, investment advisors purchasing for themselves, members of the Tel-Aviv Stock Exchange purchasing for themselves or for customers listed in Section 15A(b) of the Securities Law, underwriters purchasing for themselves, venture capital funds, corporations engaging mainly in the capital market and wholly-owned by investors listed in Section 15A(b) and corporations with a shareholders equity in excess of NIS 250 million, each as defined in the said Addendum, as amended from time to time (collectively, “Institutional Investors“); and (b) during any given 12 month period, to not more than 35 other investors resident in Israel. Institutional Investors may be required to submit written authorization that they fall within the scope of the Addendum. Any reproduction or distribution of these Offering Memorandums (including the exhibits hereto), or re-transmittal of its contents, in whole or in part, other than to legal, business, investment and tax advisors (who in turn, may use the information contained herein solely for purposes related to such investor‘s investment or proposed investment in the Funds), without the prior written consent of the Funds, is prohibited. These Offering Memorandums do not constitute an offer to sell or solicitation of an offer to buy any securities other than the Shares offered hereby, nor does it constitute an offer to sell to or solicitation of an offer to buy from any person or persons in any state or other jurisdiction in which such offer or solicitation would be unlawful, or in which the person making such offer or solicitation is not qualified to do so, or to a person or persons to whom it is unlawful to make such offer or solicitation.
The Shares may only be offered and sold in the Kingdom of Saudi Arabia in accordance with Article 4 of the Investment Funds Regulations issued on December 24, 2006 (the “Regulations”). Article 4(b)(4) of the Regulations states that, if investment fund Shares are offered to no more than 200 offerees in the Kingdom of Saudi Arabia and the minimum amount payable per offeree is not less than Saudi Riyals 1 million or an equivalent amount in another currency, such offer of investment fund Shares shall be deemed a private placement for purposes of the Regulations. Investors are informed that Article 4(g) of the Regulations places restrictions on secondary market activity with respect to such investment fund shares.
United Arab Emirates:
For United Arab emirates residents only
These Offering Memorandums and the information contained herein, do not constitute, and is not intended to constitute, a public offer of securities in the United Arab Emirates in accordance with the Commercial Companies Law (Federal Law No. 8 of 1984 (as amended)). The Shares are only being offered to a limited number of sophisticated investors in the U.A.E. who are willing and able to conduct an independent investigation of the risks involved in an investment in such Shares. The Offering Memorandums are for the use of the named addressee only and should not be given or shown to any other person (other than employees, agents or consultants in connection with the addressee‘s consideration thereof). No transaction will be concluded in the U.A.E. and any enquiries regarding the Shares should be made directly to the Sponsor.