REG - Dolphin Capital Inv - Proposed Issue of New Shares to raise EUR75 m <Origin Href="QuoteRef">DOLC.L</Origin> - Part 2
16/07/2015 09:09
- Part 2: For the preceding part double click ID:nRSC0225Pa
respect thereof.
3.3 The Placing Agents may, at their absolute discretion and upon such
terms as they think fit, waive compliance by the Company or the investment
manager (as applicable) with the whole or any part of any of the Company's or
the investment manager's obligations in relation to certain of the conditions
in the Placing Agreement save that, inter alia, the condition in the Placing
Agreement relating to Admission taking place may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out in this
Announcement.
3.4 None of Liberum, Panmure Gordon, the Company or any other person
shall have any liability to any Placee (or to any other person whether acting
on behalf of a Placee or otherwise) in respect of any decision they may make
as to whether or not to waive or to extend the time and/or the date for the
satisfaction of any condition to the Placing nor for any decision they may
make as to the satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees that any
such decision is within the absolute discretion of the Placing Agents.
4 Termination of the Placing Agreement
4.1 Each of the Placing Agents may at any time prior to Admission
terminate the Placing Agreement by giving notice in writing to the Company,
if, amongst other things:
(a) the Company's application for Admission has been refused by the
London Stock Exchange plc or, in the judgement of Grant Thornton, acting in
good faith in pursuance of its duties as the Company's nominated adviser for
the purposes of the AIM Rules, will not be granted; or
(b) there has been a Material Adverse Change and, in the opinion of
such Placing Agent, the effect of such change is that it would materially
prejudice the success of the Placing or the distribution of New Shares; or
(c) there has occurred:
(i) any government regulation or other occurrence of any nature
whatsoever which, in the reasonable opinion such Placing Agent, seriously and
adversely affects or will or is reasonably likely seriously and adversely to
affect the business of the Company taken as a whole;
(ii) a suspension or material limitation in trading in securities
generally on the London Stock Exchange's market for listed securities, a
general moratorium on commercial banking activities in London or New York or a
material disruption in commercial banking or securities settlement or
clearance services in the United Kingdom or United States of America, an
incident of terrorism or the outbreak or escalation of hostilities involving
the UK, any other EU Member State or the USA or the declaration by the UK, any
other EU Member State or the USA of a national emergency or war or the
occurrence of any other calamity or crisis resulting in a change in financial,
political, market or economic conditions or currency exchange rates in the UK,
US or Euro region, which, in such Placing Agent's reasonable opinion, makes it
impractical or inadvisable to continue with the Placing.
4.2 Upon such termination, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or in
relation to such termination) from their respective obligations under or
pursuant to the Placing Agreement subject to certain exceptions.
4.3 By participating in the Placing, Placees agree that the exercise by
either or both of the Placing Agents of any right of termination or other
discretion under the Placing Agreement shall be within such Placing Agent or
Placing Agents' absolute discretion and that neither Liberum nor Panmure
Gordon need make any reference to Placees and that the Placing Agents shall
have no liability to Placees whatsoever in connection with any such exercise
or failure so to exercise.
5 No prospectus
5.1 The New Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require a
prospectus in the UK or any other jurisdiction. No offering document,
prospectus or admission document has been or will be submitted to be approved
by the FCA or submitted to the London Stock Exchange in relation to the New
Shares and Placees' commitments will be made solely on the basis of their own
assessment of the Company, the New Shares and the Placing based on the
Company's publicly available information taken together with the information
contained in this Announcement (including this Appendix 1), and subject to the
further terms set forth in the contract note to be provided to individual
prospective Placees, by an Applicable Placing Agent.
5.2 Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including the Appendices) is
exclusively the responsibility of the Company and confirms that it has neither
received nor relied on any other information, representation, warranty, or
statement made by or on behalf of the Company, the Placing Agents or any other
person in connection with its participation in the Placing and neither of the
Placing Agents or the Company nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent misrepresentation.
6 Registration and Settlement
6.1 Settlement of transactions in the New Shares following Admission
will take place through settlement of Depositary Interests within the system
administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions. The Placing Agents and the Company reserve the right to require
settlement for and delivery of the New Shares (or a portion thereof) to
Placees in certificated form if, in their opinion, delivery or settlement is
not possible or practicable within the CREST system or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
6.2 Following the close of the Bookbuild, each Placee to be allocated
New Shares in the Placing will be sent a contract note stating the number of
New Shares allocated to it at the Issue Price and settlement instructions. The
number of New Shares allocated to each Placee will be allocated in a manner
determined by the Placing Agents in their absolute discretion in consultation
with the Company and Placees will be notified of the relevant allocation in
the contract note.
6.3 Each Placee agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with the standing CREST
or certificated settlement instructions that it has in place with the
Applicable Placing Agent.
6.4 In the case of New Shares to be held through Depositary Interests in
uncertificated form, the Company will instruct the Registrars to credit to the
stock accounts of one or more CREST members (on behalf of the persons to whom
New Shares are allotted and issued to such account), entitlements to those
Depositary Interests in respect of New Shares to be held in uncertificated
form, by no later than 4.30 p.m. on the day on which allotments are made for
onward delivery by them within CREST to the subscribers for such New Shares
with effect from Admission.
6.5 It is expected that settlement in respect of the New Shares will
take place on 9 June 2015 on a delivery versus payment basis.
6.6 Interest is chargeable daily on payments not received from Placees
on the due date in accordance with the arrangements set out above at the rate
of two percentage points above LIBOR as determined by the Placing Agents.
6.7 Each Placee is deemed to agree that, if it does not comply with
these obligations, the Applicable Placing Agent may sell any or all of the New
Shares allocated to that Placee on such Placee's behalf and retain from the
proceeds, for the Applicable Placing Agent's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties) which may
arise upon the sale of such New Shares on such Placee's behalf.
6.8 If Placing Shares are to be delivered to a custodian or settlement
agent, Placees should ensure that the trade confirmation is copied and
delivered immediately to the relevant person within that organisation. Insofar
as New Shares are registered in a Placee's name or that of its nominee or in
the name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or commission in
connection with the Placing.
7 Representations and warranties
7.1 By participating in the Placing, each Placee (and any person acting
on such Placee's behalf) irrevocably acknowledges, confirms, undertakes,
represents, warrants and agrees (as the case may be) with the Placing Agents
(in their capacity as bookrunners and agents of the Company, in each case as a
fundamental term of their application for New Shares), the following:
(a) it has read and understood this Announcement in its entirety and
that its subscription of New Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements, agreements
and undertakings and other information contained in this Announcement;
(b) that no offering document, listing particulars, prospectus or
admission document has been or will be prepared in connection with the Placing
and it has not received a prospectus, admission document or other offering
document in connection with the Placing or the New Shares;
(c) that the existing Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and financial
information in accordance with the rules and practices of AIM, which includes
a description of the nature of the Company's business and its most recent
balance sheet and profit and loss account, and that it is able to obtain or
access such information and such information or comparable information
concerning any other publicly traded company, in each case without undue
difficulty;
(d) that none of Liberum, Panmure Gordon, the Company, any of their
respective affiliates nor any person acting on behalf of any of them has
provided, and none of them will provide it, with any material regarding the
New Shares or the Company or any other person other than this Announcement;
nor has it requested Liberum, Panmure Gordon, the Company, any of their
respective affiliates or any person acting on behalf of any of them to provide
it with any such information;
(e) unless otherwise specifically agreed with the Placing Agents, that
neither it nor the beneficial owner of the New Shares and the associated
Depositary Interests is, or at the time the New Shares and associated
Depositary Interests are acquired, neither it nor the beneficial owner of the
New Shares and associated Depositary Interests will be, a resident of, or
otherwise located in, the United States, any member state of the EEA (other
than the United Kingdom), Australia, Canada, Japan, the Republic of South
Africa or any other jurisdiction in which it is unlawful to make or accept an
offer to acquire the New Shares and associated Depositary Interests and it
further acknowledges that neither the New Shares nor Depositary Interests have
been or will be registered under the securities legislation of the United
States, any member state of the EEA (other than the United Kingdom),
Australia, Canada, Japan or the Republic of South Africa and, subject to
certain exceptions, may not be offered, sold, transferred, delivered or
distributed, directly or indirectly, in or into those jurisdictions;
(f) it is either located, (i) outside the United States and not a US
Person (as defined in Regulation S) and it is purchasing the New Shares and
associated Depositary Interests outside the United States in an "offshore
transaction" (within the meaning of Regulation S); or (ii) within the United
States and is, a "qualified institutional buyer" as defined in Rule 144A under
the Securities Act; that is also a "qualified purchaser" as defined in Section
2(a)(51) of the Investment Company Act and is not acquiring the New Shares and
associated Depositary Interests with a view to the offer, sale, resale,
transfer, delivery or distribution, directly or indirectly, of any New Shares
or Depositary Interests into the United States;
(g) it acknowledges that the New Shares and Depositary Interests have
not been and will not be registered under the Securities Act or the securities
laws of any state of the United States and that the Company has not been and
will not be registered under the Investment Company Act; and neither the New
Shares nor the Depositary Interests may be offered or sold within the United
States or to, or for the account or benefit of, US persons (as defined in
Regulation S) except in an "offshore transaction" in accordance with
Regulation S or in a transaction exempt from, or not subject to, the
registration requirements of the Securities Act and the Investment Company
Act;
(h) it is not acquiring the New Shares and associated Depositary
Interests as a result of any "directed selling efforts" as defined in
Regulation S or as a result of any form of "general solicitation" or "general
advertising" (within the meaning of Rule 502(c) of Regulation D);
(i) it will not publish, distribute or transmit these or any other
documents or information related to the Placing, by any means or media,
directly or indirectly, in whole or in part, in or into the United States;
(j) if it is acquiring the New Shares and associated Depositary
Interests for the account of one or more other persons, it has full power and
authority to make the acknowledgments, confirmations, undertakings,
representations, warranties and agreements herein on behalf of each such
account;
(k) it is not acquiring the New Shares and associated Depositary
Interests with a view to the offer, sale, resale, transfer, delivery or
distribution, directly or indirectly, of any such New Shares or Depositary
Interests into the United States or any other jurisdiction referred to in
paragraph 7.1.(e) above;
(l) if in the United Kingdom, that it is a person, (i) having
professional experience in matters relating to investments who falls within
the definition of "investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")
or (ii) who falls within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order, or (iii) to whom this
Announcement may otherwise lawfully be communicated;
(m) if in any member state of the EEA other than the United Kingdom,
unless otherwise specifically agreed with the Placing Agents in writing, that
it is a "qualified investor" within the meaning of Article 2(1)(e) of the
Prospectus Directive that is permitted to be marketed to in accordance with
the AIFM Directive, as implemented in the relevant member state of the EEA
(each a "Relevant Member State"), without the Company or its investment
manager registering to market the New Shares and associated Depositary
Interests in that Relevant Member State;
(n) that it has not offered or sold and will not offer or sell any New
Shares to the public in any member state of the EEA except, (i) in
circumstances falling within Article 3(2) of the Prospectus Directive which do
not result in any requirement for the publication of a prospectus pursuant to
Article 3 of that Directive; and (ii) where it is permitted to so in
accordance with the AIFM Directive, as implemented in the Relevant Member
State;
(o) that no action has been or will be taken by either the Company,
Liberum, Panmure Gordon or any person acting on behalf of the Company, Liberum
or Panmure Gordon that would, or is intended to, permit a public offer of the
New Shares or Depositary Interests in any country or jurisdiction where any
such action for that purpose is required;
(p) that it and any person acting on its behalf is entitled to acquire
the New Shares and Depositary Interests under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such laws and
obtained all such governmental and other guarantees, permits, authorisations,
approvals and consents which may be required thereunder and complied with all
necessary formalities and that it has not taken any action or omitted to take
any action which will or may result in Liberum, Panmure Gordon, the Company or
any of their respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any jurisdiction
in connection with the Placing;
(q) that it has all necessary capacity and has obtained all necessary
consents and authorities to enable it to commit to its Placing participation
and to perform its obligations in relation thereto (including, without
limitation, in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or referred
to in this Announcement) and will honour such obligations;
(r) that the content of this Announcement is exclusively the
responsibility of the Company and that none of Liberum, Panmure Gordon or any
person acting on behalf of Liberum or Panmure Gordon have or shall have any
liability for any information, representation or statement contained in this
Announcement or any information previously or subsequently published by or on
behalf of the Company, including, without limitation, any information required
to be published by the Company pursuant to applicable laws (the "Exchange
Information") and will not be liable for its decision to participate in the
Placing based on any information, representation or statement contained in
this Announcement or otherwise. It further represents, warrants and agrees
that the only information on which it is entitled to rely and on which it has
relied in committing itself to subscribe for the New Shares is contained in
this Announcement and any information previously published by the Company by
notification to a RIS, such information being all that it deems necessary to
make an investment decision in respect of the New Shares and that it has
neither received nor relied on any other information given or representations,
warranties or statements made by the Placing Agents or the Company and none of
Liberum, Panmure Gordon or the Company will be liable for Its decision to
accept an invitation to participate in the Placing based on any other
information, representation, warranty or statement. It further acknowledges
and agrees that it has relied on its own investigation of the business,
financial or other position of the Company in deciding to participate in the
Placing. None of Liberum, Panmure Gordon, the Company or any of their
respective affiliates has made any representations to it, express or implied,
with respect to the Company, the Placing and the New Shares or the accuracy,
completeness or adequacy of the Exchange Information, and each of them
expressly disclaims any liability in respect thereof. Nothing in this
paragraph or otherwise in this Announcement excludes the liability of any
person for fraudulent misrepresentation made by that person;
(s) that it has complied with its obligations under the Criminal
Justice Act 1993, section 118 of FSMA and in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering Regulations
2007 and the Money Laundering Sourcebook of the UK Financial Conduct Authority
(the "Money Laundering Regulations") and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and recorded by it
to verify the identity of the third party as required by the Money Laundering
Regulations;
(t) that it is acting as principal only in respect of the Placing or,
if it is acting for any other person; (i) it is duly authorised to do so and
has full power to make the acknowledgments, representations and agreements
herein on behalf of each such person; and (ii) it is and will remain liable to
the Company and/or the Placing Agents for the performance of all its
obligations as a Placee in respect of the Placing (regardless of the fact that
it is acting for another person);
(u) if it is a financial intermediary, as that term is used in Article
3(2) of the EU Prospectus Directive (which shall mean Directive 2003/71/EC and
amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State), that the New Shares subscribed by
it in the Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale to, persons
in a member state of the EEA other than qualified investors, or in
circumstances in which the prior consent of the Placing Agents has been given
to the proposed offer or resale;
(v) that it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of FSMA)
relating to the New Shares in circumstances in which section 21(1) of FSMA
does not require approval of the communication by an authorised person;
(w) that it has complied with and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation to the New
Shares and Depositary Interests in, from or otherwise involving, the United
Kingdom;
(x) that it and any person acting on its behalf will make payment for
the New Shares (and associated Depositary Interests) allocated to it in
accordance with this Announcement on the due time and date set out herein,
failing which the relevant New Shares (and associated Depositary Interests)
may be placed with other subscribers or sold as the Placing Agents may in
their absolute discretion determine and without liability to it;
(y) that its allocation (if any) of New Shares will represent a maximum
number of New Shares to which it will be entitled, and required, to subscribe
for, and that the Placing Agents or the Company may call upon it to subscribe
for a lower number of New Shares (if any);
(z) that the person whom it specifies for registration as holder of the
New Shares or Depositary Interests, as applicable, will be, (i) itself, or
(ii) its nominee, as the case may be. Neither the Placing Agents nor the
Company will be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement. It and any
person acting on its behalf agrees to indemnify the Company and the Placing
Agents in respect of the same on the basis that the New Shares will be
allotted to the CREST stock account of the Applicable Placing Agent who will
hold them as nominee on its behalf until settlement in accordance with
standing settlement instructions;
(aa) that none of Liberum, Panmure Gordon, any of their respective
affiliates or any person acting on behalf of any of them, is making any
recommendations to it or, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of Liberum or Panmure Gordon and that neither Liberum nor Panmure
Gordon have any duties or responsibilities to it for providing the protections
afforded to its clients or customers or for providing advice in relation to
the Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise or
performance of any of its rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination right;
(bb) that in making any decision to subscribe for the New Shares, it has
knowledge and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of subscribing for or
purchasing the New Shares. It further confirms that it is experienced in
investing in securities of this nature in this sector and is aware that it may
be required to bear, and is able to bear, the economic risk of participating
in, and is able to sustain a complete loss in connection with, the Placing. It
further confirms that it relied on its own examination and due diligence of
the Company and its associates taken as a whole, and the terms of the Placing,
including the merits and risks involved, and not upon any view expressed or
information provided by or on behalf of the Placing Agents;
(cc) that in connection with the Placing, any of Liberum, Panmure Gordon
or any of their respective affiliates acting as an investor for its own
account may take up New Shares in the Company and in that capacity may retain,
purchase or sell for its own account such New Shares and any securities of the
Company or related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing. The Placing Agents
do not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligation to do
so;
(dd) that the terms and conditions set out in this Appendix 1 and any
agreements entered into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with such
agreements shall be governed by and construed in accordance with the laws of
England and Wales and it submits, on its own behalf and on behalf of any
person on whose behalf it is acting, to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the obligation to
make payment for the New Shares (together with any interest chargeable
thereon) may be taken by the Company or the Placing Agents in any jurisdiction
in which it is incorporated or in which any of its securities have a quotation
on a recognised stock exchange;
(ee) that the Company, Liberum, Panmure Gordon and their respective
affiliates and others will rely upon the truth and accuracy of the
representations, warranties and acknowledgements set forth herein and which
are given to the Placing Agents on their own behalf and on behalf of the
Company and are irrevocable and it irrevocably authorises each of the Company,
Liberum and Panmure Gordon to produce this Announcement, pursuant to, in
connection with, or as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect to the
matters set forth herein;
(ff) that it will indemnify and hold the Company, Liberum, Panmure
Gordon and their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and expenses) arising
out of or in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Announcement and further
agrees that the provisions of this Announcement shall survive after completion
of the Placing; and
(gg) that it will be required to execute and deliver an investor letter
to the Company and the Placing Agents in connection with the issuance and
purchase of New Shares.
7.2 Please also note that the agreement to allot and issue New Shares to
Placees (or the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the UK relates only to their
allotment and issue to Placees, or such persons as they nominate as their
agents, direct from the Company for the New Shares in question. The Company
and the Placing Agents are not liable to bear any transfer taxes that arise on
a sale of New Shares subsequent to their acquisition by Placees or for
transfer taxes arising otherwise than under the laws of the United Kingdom.
Each Placee should, therefore, take its own advice as to whether any such
transfer tax liability arises. Furthermore, each Placee agrees to indemnify on
an after-tax basis and hold the Placing Agents and/or the Company and their
respective affiliates harmless from any and all interest, fines or penalties
in relation to stamp duty, stamp duty reserve tax and all other similar duties
or taxes to the extent that such interest, fines or penalties arise from the
unreasonable default or delay of that Placee or its agent.
7.3 Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that Liberum, Panmure Gordon or any of their
respective affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the New Shares.
7.4 When a Placee or person acting on behalf of the Placee is dealing
with their Applicable Placing Agent, any money held in an account with the
Applicable Placing Agent on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the meaning of
the rules and regulations of the UK Financial Conduct Authority made under
FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from the Applicable Placing Agent's money in accordance
with the client money rules and will be used by the Applicable Placing Agent
in the course of its own business; and the Placee will rank only as a general
creditor of the Applicable Placing Agent.
7.5 All times and dates in this Announcement may be subject to
amendment. The Placing Agents shall notify the Placees and any person acting
on behalf of the Placees of any changes.
7.6 The rights and remedies of the Placing Agents and the Company under
the terms and conditions set out in this Appendix 1 are in addition to any
rights and remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise of others.
7.7 Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
APPENDIX 2
Alternative Investment Fund Managers Directive
Article 23 Disclosures
Dolphin Capital Investors Limited
(the "Company")
This Appendix 2 contains the information required to be made available to
investors in the Company before they invest, pursuant to Directive 2011/61/EU
of the European Parliament and of the Council on Alternative Investment Fund
Managers (the "AIFM Directive") and UK implementing measures (the Alternative
Investment Fund Managers Regulations No.1773/2013, and consequential
amendments to the UK Financial Conduct Authority's Handbook of rules and
guidance).
The table below sets out information required to be disclosed pursuant to the
AIFM Directive and related national implementing measures.
This Appendix 2 contains solely that information that Dolphin Capital Partners
Limited (as the Alternative Investment Fund Manager of the Company) (the
"AIFM" or "DCP") is required to make available to investors pursuant to the
AIFM Directive and should not be relied upon as the basis for any investment
decision.
DISCLOSURE REQUIREMENT DISCLOSURE
(a) a description of the investment strategy and objectives of the Company; The current investment object of the Company is to provide shareholders in the Company ("Shareholders") with strong capital growth combined with a low risk profile through investment in sophisticated leisure - integrated residential resort developments
("Residential Resorts") in Southeast Europe (principally Greece, Cyprus, Turkey and Croatia the ("Primary Investment Region")) and the America's in partnership with leading developers and operators. The America's are designated as the Company's "Secondary
Investment Region" and investments in this region may not exceed one third of the Company's last reported NAV at the time an investment is made.In addition the Company may invest in other geographies outside the Primary Investment Region and the Secondary
Investment Region that demonstrate similar value upside characteristics to the regional focus and that would enable the Company to enhance existing, or create new strategic, relationships with international service providers/operators (such as master
planners; golf designers, hotel operators and developers) that are for the benefit of the Company's investments in the Primary Investment Region and the Secondary Investment Region provided investments (outside the Primary Investment Region and the
Secondary Investment Region) in aggregate would not exceed 5 per cent. of the Company's last reported net asset value at the time an investment was made.The Company's investments in Residential Resorts will have a pre-determined exit route, being the sale
of the residential component typically on an off-plan basis. The residential units will normally be sold through the developer's or operator's network, international real estate marketing agents or residential clubs. The Company will aim to realise
individual project investments at any stage of their development as the opportunity arises. Other possible exit routes include (a) the sale of the land or parts of it to other developers when all the permits are in place, (b) the sale of shares in the
project company to other investors, (c) the refinancing of a project based on the future sales proceeds when the residential unit pre-sales are concluded, or (d) the listing of the project company on a stock exchange (all the above the "Investing Policy").
(b) if the Company is a feeder fund, information on where the master fund is established; N/a
(c) if the Company is a fund of funds, information on where the underlying funds are established; N/a
(d) a description of the types of assets in which the Company may invest; Please refer to the Investing Policy set out in section (a) above.
(e) the investment techniques that the Company, or the AIFM on behalf of the Company, may employ and all associated risks; Please refer to the Investing Policy set out in section (a) above.The associated risks in relation to the Investing Policy are:Nature of the investment in the CompanyInvestment in the Company requires a long term commitment, with no certainty of return.
Many of the Company's investments might be illiquid, and there can be no assurance that the Company will be able to realise financial returns on such investments in a timely manner. There may be little or no near term cash flow available to Shareholders.
Partial or completed sales, transfers, or other dispositions of investments which may result in a return of capital or the realisation of gains, if any, are generally not expected to occur for a number of years after an investment is made.Risk of limited
number of investmentsThe Company may participate in a limited number of investments and, as a consequence, the aggregate return of the Company may be substantially adversely affected by the unfavourable performance of even a single investment. Other than
as set forth above, investors have no assurance as to the degree of diversification in the Company's investments, either by geographic region or asset type.General real estate risksInvestments will be subject to the risks inherent in the ownership and
operation of real estate and real estate related businesses and assets. Risks include those associated with general economic climate, local real estate conditions, changes in supply of, or demand for, competing properties in an area, energy and supply
shortages, various uninsured or uninsurable risk. As a result, a downturn in the real estate sector or the materialisation of any one or a combination of the aforementioned risks could materially adversely affect the Company.Development risksThe Company
may acquire interests in real estate projects and/or in business that engage in real estate development. To the extent that the Company invests in such development activities, it will be subject to the risks normally associated with such activities such as
cost overruns. Projects under development may generate little or no cash flow from the date of acquisition through to the date of completion of development, if completed, and may experience operating deficits after the date of completion.Investments with
third parties in joint ventures and other entitiesThe Company intends to co-invest with third parties through special purpose vehicles and may acquire non-controlling interests. Although the Company may not have control over these investments and
therefore, may have a limited ability to protect the Company's interests. Nevertheless, including the possibility that a third party partner or co-venturer may have financial difficulties resulting in a negative impact on such investment, may have economic
or business interests or goals which are inconsistent with those of the Company, or may be in a position to take action contrary to the Company's investment objectives. In addition, the Company may in certain circumstances be liable for the actions of its
third party partners or co-venturers.Developer and counterparty riskIf projected returns on investment properties are not met or if special purpose vehicles in which the Company has invested become insolvent, the Company may lose some or all of its
investment. Developers may become insolvent and fail to complete a development in which the Company has invested. Although deposit amounts are generally held in escrow, they might not be in all cases and developer insolvency may result in loss to the
Company. Counterparties to whom the Company sells investment properties may default on payment of the purchase price.
(f) any applicable investment restrictions; Investment restrictionsSave for the investment restrictions contained in the Investing Policy there are no investment restrictions.
(g) the circumstances in which the Company may use leverage;(h) the types and sources of leverage permitted and the associated risks;(i) the maximum level of leverage which the AIFM is entitled to employ on behalf of the Company; The Company may use leverage and there are no restrictions on the types or sources of leverage or the maximum level of leverage.The associated risks are:· Whilst the use of leverage should enhance the total returns where the return on the Company's
underlying assets is rising and exceeds the cost of leverage, it will have the opposite effect where the return in the Company's underlying assets is falling or rising at a lower rate than the cost of the leverage. · The Company may have to sell
investments in order to reduce leverage which may give rise to a significant loss of value compared to the book value of the investments. · The Company will pay interest on the leverage that it has. As such, the Company is exposed to interest rate
risk due to fluctuations in the prevailing market rates. · There is no guarantee that any leverage will be refinanced on the relevant maturity dates on terms that are acceptable to the Company
(j) any collateral and asset reuse arrangements; The Company may be required to deliver collateral from time to time to its trading counterparties and/or brokers under the terms of relevant trading agreements (including, but not limited to, ISDA master agreement, related credit support documentation
and/or securities lending, repurchase, master forward, foreign exchange and/or futures clearing agreements), by posting initial margin and/or variation margin and on a daily mark-to-market basis. The Company may deliver such collateral by way of title
transfer or by way of security interest (and, in certain circumstances, may grant a right of re-use in respect of any such collateral that is the subject of a security interest arrangement) to a trading counterparty or broker. The treatment of such
collateral varies according to the type of transaction and where it is traded.
(2) a description of the procedures by which the Company may change its investment strategy or investment policy, or both; No material change will be made to the Investing Policy without the approval of Shareholders by ordinary resolution. Any change to the Investing Policy which does not amount to a material change to the Investing Policy may be made by the Company without
the approval of Shareholders.
(3) a description of the main legal implications of the contractual relationship entered into for the purpose of investment, including information on jurisdiction, the applicable law and the existence or absence of any legal instruments providing for the recognition and enforcement of judgments in the territory where the Company is established; The Company is incorporated in the British Virgin Islands under the provisions of the BVI Business Companies Act (Cap 291) 2004 (the "BCA") as amended. While investors acquire an interest in the Company on subscribing for or purchasing shares, the Company
is the sole legal and/or beneficial owner of its investments. Consequently, Shareholders have no direct legal or beneficial interest in those investments. The liability of Shareholders for the debts and other obligations of the Company is limited to the
amount unpaid, if any, on the shares held by them. Shareholders rights in respect of an investment in the Company are governed by the Company's articles of association and the BCA. Under BVI law the following types of claim may in certain circumstances by
brought against a company by its shareholders: contractual claims under its articles of association, claims in misrepresentation in respect of statements made in its prospectus and other marketing documents; unfair prejudice claims; and derivative actions.
In the event that a shareholder considers that it may have a claim against the Company in connection with such investment in the Company, such shareholder should consult its own legal advisers. Jurisdiction and applicable law As noted above, Shareholders'
rights are governed principally by the Articles and the BCA. By subscribing for Shares, investors agree to be bound by the Articles which are governed by, and construed in accordance with, the laws of the BVI. Any final and conclusive monetary judgment
- More to follow, for following part double click ID:nRSC0225PcRecent news on DCI Advisors
See all newsREG - DCI Advisors Ltd - Change of Board Committee members
AnnouncementREG - DCI Advisors Ltd - Annual Financial Report
AnnouncementREG - DCI Advisors Ltd - Correction to Directorate Change announcement
AnnouncementREG - DCI Advisors Ltd - Directorate Change
AnnouncementREG - DCI Advisors Ltd - Result of EGM and Directorate Changes
Announcement