If you are in any doubt about the contents of this Offering Memorandum, you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.
No person is authorised to issue any advertisement, to give any information or to make any representation not contained in this document in connection with the offering, subscription or sale of Participating Shares and any advertisement so issued or information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Company. The delivery of this document at any time and the issue of Participating Shares do not imply that information contained in this document is correct as at any time subsequent to its date.
The Company is an open-ended investment company incorporated for an unlimited duration with limited liability in the Cayman Islands on 7 November, 2003 under the Companies Law (2003 Revision) and registered as an exempted segregated portfolio company. As an exempted segregated portfolio company, the Company has the ability to create different segregated portfolios (each a “Portfolio”) with separate investment objectives and policies. The Company will issue one class of shares for each Portfolio and each Portfolio will represent only one class of shares. All shares of a class will rank pari passu inter se save as provided for herein. On the introduction of any new Portfolio, the Directors will prepare and issue a new offering memorandum in respect of each such new Portfolio, setting out the relevant details of each such Portfolio. A segregated pool of assets will be maintained for each Portfolio and will be invested in accordance with the investment objectives and policies applicable to such Portfolio. There is currently only one Portfolio, particulars of which are set out in this Offering Memorandum.
The distribution of this document and the offering of the Participating Shares in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required by the Company to inform themselves about and to observe any such restrictions.
A securities registration statement relating to the Fund has been filed pursuant to the Securities and Exchange Law of Japan with the director of the Kanto Local Finance Bureau of the Ministry of Finance of Japan and a notification concerning the Fund has been filed pursuant to the Law concerning Investment Trusts and Investment Corporations of Japan with the Commissioner of the Financial Services Agency.
No action has been taken to permit an offering of Participating Shares or the distribution of this Offering Memorandum in any jurisdiction other than Japan where action would be required for such purposes.
The Participating Shares offered hereby have not been registered with the United States Securities and Exchange Commission or any other United States federal or state regulatory authority and may not be transferred or resold except as permitted under the Securities Act of 1933 as amended and applicable state securities laws, pursuant to registration thereunder or an exemption therefrom. The Participating Shares are subject to additional restrictions on transferability as described herein. Investors may assume the financial risks of an investment in the Participating Shares for an indefinite period of time. The Participating Shares have not been recommended by any United States federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not ascertained the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offence.
This Offering Memorandum has not been approved by an authorised person in the United Kingdom and has not been registered with the Registrar of Companies in the United Kingdom. The Participating Shares may not be offered or sold in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended). In addition, this Offering Memorandum is distributed only to and is directed at (a) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the “Order”) or (b) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(1) of the Order (all such persons together being referred to as “relevant persons”). The Participating Shares are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this Offering Memorandum or any of its contents.
Members of the public in the Cayman Islands are not invited to subscribe for Participating Shares.
The Company has not been authorised by the Securities and Futures Commission in Hong Kong, nor has this document been registered by the Registrar of Companies in Hong Kong and, accordingly, this document must not be issued, circulated or distributed in Hong Kong other than to persons whose ordinary business is to buy or sell shares or debentures whether as principal or agent or in circumstances which do not constitute an offer to the public.
Prospective investors should not construe the contents of this Offering Memorandum as legal, tax or financial advice.
No application has been made to list the Participating Shares on any stock exchange.
It should be appreciated that the value of Participating Shares can fall as well as rise.
Persons interested in acquiring the Participating Shares should inform themselves as to (i) the legal requirements within the countries of their nationality, residence, ordinary residence or domicile for such acquisition, (ii) any foreign exchange restrictions or exchange control requirements which they might encounter on the acquisition or sale of Participating Shares and (iii) the income tax and other taxation consequences which might be relevant to the acquisition, holding or disposal of Participating Shares.
Because of the risks involved, investment in the Fund is only suitable for investors who are able to bear the loss of a substantial portion or even all of the money they invest in the Fund, who understand the degree of risk involved, believe that the investment is suitable based upon their investment objectives and financial needs and have no need for liquidity of investments. Investors are therefore advised to seek independent professional advice on the implications of investing in the Fund. Prospective investors’ attention is also drawn to the section headed “Certain Risk Factors”.