The Shares are excluded from the FCA’s restrictions which apply to non-mainstream pooled investment products because they are shares in an investment trust.
The Directors consider that the requirements of Article 57 of the MIFID II delegated regulation of 25 April 2016 are met in relation to the Ordinary Shares and C Shares and that, accordingly, the Ordinary Shares and C Shares should be considered “non-complex” for the purposes of MIFID II.
The Company has been advised that the Shares are “transferable securities” and, therefore, should be eligible for investment by UCITS or NURS on the basis that: (i) the Company is a closed-ended investment company incorporated in Guernsey; (ii) the Shares are to be admitted to trading on the Specialist Fund Segment; and (iii) the Investment Manager is, amongst other authorisations, a registered investment adviser under the United States Investment Advisers Act of 1940, as amended and is regulated by the SEC and, as such, is subject to the SEC’s rules in the conduct of its investment business.
The manager of a UCITS or NURS should, however, satisfy itself that the Shares are eligible for investment by that UCITS or NURS, including the factors relating to that UCITS or NURS itself, specified in the Collective Investment Scheme Sourcebook of the FCA Handbook.
The provisions of Chapter 5 of the Disclosure Guidance and Transparency Rules (as amended from time to time) (“DTR 5“) of the FCA Handbook apply to the Company on the basis that the Company is a “non-UK issuer”, as such term is defined in DTR 5. As such, a person is required to notify the Company of the percentage of voting rights it holds as a holder of Ordinary Shares and/or C Shares or holds or is deemed to hold through the direct or indirect holding of financial instruments falling within DTR 5 if, as a result of an acquisition or disposal of Ordinary Shares and/or C Shares (or financial instruments), the percentage of voting rights reaches, exceeds or falls below the relevant percentage thresholds being, in the case of a non-UK issuer, 5, 10, 15, 20, 25, 30, 50 and 75 per cent.
The Directors have, however, determined that, pursuant to the Articles, DTR 5 should be deemed to apply to the Company as though the Company were a UK “issuer” as such term is defined by DTR 5. As such, the relevant percentage thresholds that apply to the Company are 3, 4, 5, 6, 7, 8, 9, 10 per cent. and each 1 per cent. threshold thereafter up to 100 per cent., notwithstanding that in the absence of those provisions of the Articles such thresholds would not apply to the Company.
The Company is incorporated in Guernsey but is resident for tax purposes in the United Kingdom. As a consequence of the Company’s place of incorporation and the fact that its register of members is maintained in Guernsey, no UK stamp duty or stamp duty reserve tax will normally arise on the issue or transfer of Shares.
It is the intention of the Directors to conduct the affairs of the Company so that it satisfies and continues to satisfy the conditions necessary for it to be approved by HMRC as an investment trust under sections 1158 to 1159 of the CTA 2010. However, none of the Directors nor the Investment Manager can guarantee that this approval will be maintained. One of the conditions for a company to qualify as an investment trust is that it is not a close company.
In respect of each accounting period for which the Company continues to be approved by HMRC as an investment trust the Company will be exempt from UK taxation on its capital gains. The Company will, however, (subject to what follows) be liable to UK corporation tax on its income in the normal way.
Shares (including the Subscription Shares) acquired by a UK resident individual Shareholder in the Offer for Subscription or on the secondary market (but not the Initial Placing or any Subsequent Placing), together with the Ordinary Shares arising on the exercise of the Subscription Rights, should be eligible to be held in a stocks and shares ISA, subject to applicable annual subscription limits. Investments held in ISAs will be free of UK tax on both capital gains and income. The opportunity to invest in shares through an ISA is restricted to certain UK resident individuals aged 18 or over. Junior ISAs are available to children under the age of 18 who are resident in the UK subject to the applicable annual allowance.
Sums received by a Shareholder on a disposal of Shares would not count towards the Shareholder’s annual limit; but a disposal of Shares held in an ISA will not serve to make available again any part of the annual subscription limit that has already been used by the Shareholder in that tax year. The Subscription Price paid upon any exercise of the right to convert Subscription Shares into Ordinary Shares would generally contribute towards the annual subscription limit in the year in which the Subscription Right was exercised, unless the Subscription Price was paid out of cash already within the Shareholder’s ISA.
Individuals wishing to invest in Shares through an ISA should contact their professional advisers regarding their eligibility.
The Directors have been advised that the Shares should be eligible for inclusion in a SIPP or a SSAS, subject to the discretion of the trustees of the SIPP or the SSAS.
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Subject to certain exceptions, the securities referred to herein and on the pages that follow may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in Australia, Canada, Japan, the Republic of South Africa or any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction or to any resident or citizen of Australia, Canada, Japan or the Republic of South Africa. No offer and sale of the securities referred to herein and on the pages that follow has been or will be registered under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa.
In addition, the securities referred to herein and on the pages that follow may only be offered in member states of the European Economic Area (each a “Relevant State”) to the extent that such securities (i) are permitted to be marketed into the Relevant State pursuant to the Alternative Investment Fund Managers Directive (Directive 2011/ (61/EU) (“AIFMD”); 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)).
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Investec Bank plc (“Investec”), which is authorised by the Prudential Regulation Authority (“PRA”) and regulated in the United Kingdom by the PRA and 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 their clients 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 Investec by the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder, Investec do not accept any responsibility whatsoever for the contents of this website or for any statement made or purported to be made by them, or on their behalf, in connection with the Company. Investec accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of such material or any such statement.
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