THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take you are recommended to seek your own financial advice immediately from an independent financial adviser who specialises in advising on shares or other securities and who is authorised under the Financial Services and Markets Act 2000 ("FSMA") or, if you are not resident in the UK, from another appropriately authorised independent financial adviser in your own jurisdiction. This Prospectus comprises a prospectus relating to Oltin plc (the "Company") prepared in accordance with the Prospectus Rules. This Prospectus has been approved by the Financial Conduct Authority ("FCA") and has been filed with the FCA in accordance with Rule 3.2 of the Prospectus Rules. This Prospectus is an "offering document" for the purposes of section 45 of the Act. This Prospectus has not been approved or reviewed by the Isle of Man Financial Services Authority ("IOMFSA") or any other governmental or regulatory authority in the Isle of Man. It is not necessary for this Prospectus to be filed or registered with any governmental or regulatory authority in the Isle of Man and it is not intended that this Prospectus will be filed with the Registrar of Companies in the Isle of Man pursuant to section 45(5) of the Act. Applications will be made to the London Stock Exchange for all of the Ordinary Shares of the Company to be issued pursuant to the Initial Placing and all of the Ordinary Shares and/or C Shares to be issued pursuant to each Subsequent Placing under the Placing Programme to be admitted to trading on the Specialist Fund Segment of the London Stock Exchange's main market for listed securities. It is expected that First Admission will become effective and that dealings for normal settlement in the Ordinary Shares issued pursuant to the Initial Placing will commence on 23 July 2019. It is expected that any Subsequent Admission in respect of Ordinary Shares and/or C Shares issued pursuant to the Placing Programme will commence during the period from 24 July 2019 to 9 July 2020. The Company and each of the Directors, whose names appear on page 36 of this Prospectus, accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The Investment Manager accepts responsibility for the information in Part 2 and paragraph 2 of Part 3 of this Prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information in Part 2 and paragraph 2 of Part 3 of this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Prospective investors should read the entire Prospectus and, in particular, the section headed "Risk Factors" when considering an investment in the Company.
OLTIN PLC
(Incorporated and registered in the Isle of Man with registered number 016890V)
INITIAL PLACING FOR A TARGET ISSUE OF 5 MILLION ORDINARY SHARES AT €10.00 PER ORDINARY SHARE
PLACING PROGRAMME OF ORDINARY SHARES AND/OR C SHARES
Investment Manager Sturgeon Capital Ltd
In considering whether to apply for Ordinary Shares or C Shares, you should rely only on information contained in this Prospectus. Recipients of this Prospectus acknowledge that they have relied only on the information contained in this Prospectus and that no person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company or the Investment Manager. Without prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to section 87G of the FSMA and paragraph 3.4 of the Prospectus Rules, neither the delivery of this Prospectus nor any subscription for Ordinary Shares or C Shares made pursuant to this Prospectus shall, under any circumstances,
Page 1 create any implication that there has been no change in the affairs of the Company since, or that the information contained in this Prospectus is correct at any time subsequent to, the date of this Prospectus. No statement in this Prospectus is intended as a profit forecast. Neither the Ordinary Shares nor the C Shares have been nor will be registered under the United States Securities Act of 1933 (as amended) (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the US Securities Act ("Regulation S")). In addition, the Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "US Investment Company Act"), and the recipient of this Prospectus will not be entitled to the benefits of that act. This Prospectus should not be distributed into the United States or to US Persons. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Ordinary Shares or C Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company. The offer and sale of Ordinary Shares or C Shares has not been and will not be registered under the applicable securities laws of Australia, Canada or Japan. Subject to certain exemptions, the Ordinary Shares or C Shares may not be offered to or sold within Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada or Japan. FCA-authorised firms conducting designated investment business with retail customers under COB Rules are reminded that securities admitted to trading on the Specialist Fund Segment will be securities that may have characteristics such as: (i) variable levels of secondary market liquidity; (ii) sophisticated corporate structures; (iii) highly leveraged structures; and (iv) sophisticated investment propositions with concentrated risks and are therefore intended for institutional, professional, professionally advised and highly knowledgeable investors who understand or have been advised of the potential risk from investing in companies admitted to the Specialist Fund Segment. The Company and its advisers not subject to the COB Rules are responsible for compliance with equivalent conduct of business or point of sale rules in the jurisdiction in which they are based or in which they are marketing the securities concerned (if applicable). Specialist Fund Segment securities are not admitted to the Official List of the FCA. Therefore the Company has not been required to satisfy the eligibility criteria for admission to listing on the Official List and is not required to comply with the FCA's Listing Rules. The London Stock Exchange has not examined or approved the contents of this Prospectus. Capitalised terms have the meanings ascribed to them in Part 8 (Definitions) of this Prospectus.
Dated: 10 July 2019
Page 2 TABLE OF CONTENTS
SUMMARY ...... 4
RISK FACTORS ...... 19
IMPORTANT NOTICES ...... 28
EXPECTED INITIAL PLACING TIMETABLE...... 34
INITIAL PLACING STATISTICS ...... 35
PLACING PROGRAMME STATISTICS ...... 35
DEALING CODES ...... 35
DIRECTORS, INVESTMENT MANAGER AND ADVISERS ...... 36
PART 1 INFORMATION ON THE COMPANY ...... 38
PART 2 INVESTMENT PROPOSITION, INVESTMENT APPROACH, INITIAL PORTFOLIO AND TARGET PORTFOLIO ...... 45
PART 3 DIRECTORS, MANAGEMENT AND ADMINISTRATION ...... 65
PART 4 THE INITIAL PLACING ...... 77
PART 5 THE PLACING PROGRAMME ...... 80
PART 6 TAXATION ...... 84
PART 7 ADDITIONAL INFORMATION ...... 90
PART 8 DEFINITIONS ...... 124
Page 3 SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A-E (A.1-E.7). This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Some Elements are not required to be addressed which means there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted into the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of "not applicable".
Section A – Introduction and warnings
Element Disclosure Disclosure Requirement
A.1. Warning This summary should be read as an introduction to this Prospectus. Any decision to invest in the securities should be based on consideration of the document as a whole by the investor. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating this Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus or it does not provide, when read together with the other parts of this Prospectus, key information in order to aid investors when considering whether to invest in such securities.
A.2. Subsequent Not applicable. The Company is not engaging any financial intermediaries for resale of any resale of securities or final placement of securities after the publication of securities or this Prospectus. final placement of securities through financial intermediaries
Section B – Issuer
Element Disclosure Disclosure Requirement
B.1. Legal and Oltin plc. commercial name
Page 4 B.2. Domicile and The Company was incorporated and registered in the Isle of Man on 28 legal form February 2019 with registered number 016890V as a company limited by shares under the Act. The principal legislation under which the Company operates is the Act.
B.5. Group Not applicable. The Company is not part of a group and does not have any description subsidiaries.
As at the date of this Prospectus, insofar as known to the Company, there are B.6. Major no parties known to have a notifiable interest under the Company's national shareholders law in the Company's capital or voting rights. All Shareholders have the same voting rights in respect of the share capital of the Company. Pending the allotment of Ordinary Shares pursuant to the Initial Placing, one Ordinary Share has been issued to the subscriber to the Company's memorandum of association and will be transferred as part of the Initial Placing.
On First Admission, pursuant to the terms of the Share Purchase and Lock-up Agreements, and based on a spot exchange rate of 1.1200 EUR-USD and a spot exchange rate of 1.1137 EUR-CHF as at the Business Day prior to the publication of this Prospectus, approximately 540,317 Ordinary Shares in aggregate are expected to be issued to the Non-cash Subscription Investors in consideration for the acquisition by the Company of the Initial Portfolio. On the assumption that 5 million Ordinary Shares are issued pursuant to the Initial Placing, Kenford Ventures Limited is expected to hold approximately 10.5 per cent. of the Company's issued share capital on First Admission.
Sturgeon Central Asia Equities Fund, a fund managed by the Investment Manager, intends to invest approximately €464,000, in aggregate, pursuant to the Initial Placing. The Ordinary Shares issued to Sturgeon Central Asia Equities Fund will not be subject to any lock-up restrictions or orderly market provisions.
Save as disclosed above, the Company and the Directors are not aware of any other person who, directly or indirectly, jointly or severally, exercises or could exercise control over the Company.
B.7. Key financial Not applicable. The Company has been newly incorporated and has no information historical financial information.
B.8. Key pro forma Not applicable. No pro forma financial information is included in this financial Prospectus. information
B.9. Profit forecast Not applicable. No profit forecast or estimate made.
B.10. Description of Not applicable. The Company has been newly incorporated and has no the nature of historical financial information. any qualifications in the audit report on the historical financial
Page 5 information
B.11. Insufficiency of Not applicable. Taking into account the Minimum Net Proceeds, the Company working capital is of the opinion that the working capital available to it is sufficient for its present requirements, that is for at least 12 months from the date of this Prospectus.
B.34. Investment Investment objective objective and The Company's investment objective is to deliver capital and income returns policy for Shareholders.
Investment policy
The Company will seek to achieve its investment objective principally through investment in private and public equity and debt securities which provide exposure to the Uzbek economy.
The Company will invest predominantly in companies or other vehicles which are (i) incorporated and registered in Uzbekistan; or (ii) traded on the Republican Stock Exchange "Toshkent" ("Tashkent Stock Exchange" or "TSE”); or (iii) incorporated outside Uzbekistan but whose business is predominantly exposed to the Uzbek economy; or (iv) investment funds whose investment policy is to invest predominantly in Uzbekistan. Investee companies may be quoted or unquoted. The Company may also invest in Uzbek government debt securities.
The Company may use derivatives for the purposes of hedging any currency risk to which the Company may be subject and may also invest in derivatives for investment purposes, including futures, options and contracts for difference. The Company does not intend to utilise derivatives or other financial instruments to increase the Company's gearing in excess of the limit set out in the borrowing policy.
Once fully invested, the Company's portfolio is expected to consist of 10 – 50 investments. The Company's investments may be highly concentrated from time to time.
The Company may hold cash on deposit or invest on a temporary basis in a range of debt securities and cash equivalent instruments, including money market funds. There is no restriction on the amount of cash or cash equivalent instruments that the Company may hold and there may be times when it is appropriate for the Company to have a significant cash position instead of being fully or near fully invested.
Investment restrictions
The Company shall seek to spread investment risk by limiting its exposure to individual investments, to particular sectors and, in respect of derivative instruments, to the creditworthiness of any one counterparty.
The Company will be subject to the following investment restrictions:
Page 6 . no more than 20 per cent. of Net Assets will be invested, either directly or indirectly, in a single company or vehicle;
. no more than 40 per cent. of Gross Assets will be exposed, either directly or indirectly, to any one sector;
. in relation to any derivative instruments, no more than 10 per cent. of Net Assets may be exposed to the creditworthiness or solvency of any one counterparty; and
. in relation to cash management, the Company shall not have exposure of more than 20 per cent. of Net Assets to any one issuer or counterparty.
Each of the above restrictions will be calculated at the time of investment.
B.35 Borrowing limits The Company may employ gearing of up to 30 per cent. of Net Asset Value, calculated at the time of borrowing, for capital flexibility, including for investment purposes. The Company's gearing is expected to primarily comprise bank borrowings but may include the use of derivative instruments.
The Board will oversee the level of gearing in the Company and will review the position with the Investment Manager on a regular basis.
B.36. Regulatory The Company is not regulated in the Isle of Man or the United Kingdom. status However, it is subject to the Prospectus Rules, the Disclosure Guidance and Transparency Rules, MAR and the rules of the London Stock Exchange.
B.37. Typical investor Typical investors for whom an investment in the Company is intended are institutional, professional, professionally advised and knowledgeable investors seeking exposure to the Uzbek economy and who understand, or who have been advised of, the potential risk from investing in companies admitted to the Specialist Fund Segment.
An investment in the Company is only suitable for persons capable of evaluating the risks and merits of such an investment and who have sufficient resources to bear any loss which may result from the investment.
Potential investors should consider with care whether an investment in the Company is suitable for them in the light of their personal circumstances and the financial resources available to them. Investors who are unsure whether to invest should consider consulting a financial adviser to assess whether an investment in the Company is suitable.
B.38. Investment of Not applicable. The Company will not have any such investments. 20 per cent. or more of gross assets (i) directly or indirectly, in a single underlying
Page 7 asset, (ii) in one or more collective investment undertakings or (iii) exposed to the credit worthiness or solvency of any one counterparty
B.39. Investment of Not applicable. The Company will not have any such investments. 40 per cent. or more of gross assets in another collective investment undertaking
B.40 Applicant's Placing Agent service Visor Capital (UK) Limited, which is authorised and regulated by the FCA, has providers been appointed by the Company to act as the Company's lead co-ordinator and lead bookrunner in relation to the Initial Placing and to use its reasonable endeavours to procure subscribers for Ordinary Shares. Pursuant to the Placing Agreement, the Placing Agent has the power to appoint sub-agents in connection with the Initial Placing. As consideration for its services, the Company shall pay the Placing Agent a fee equal to 3 per cent. of the gross proceeds raised by the Placing Agent.
Investment Manager
The Investment Manager was incorporated on 27 October 2010 with registered number 07421440 under the laws of England and Wales. The Investment Manager is authorised and regulated in the conduct of its investment business in the United Kingdom by the FCA. Its principal business is to provide investment management and advisory services to clients in the United Kingdom and other parts of the world.
Under the terms of the Investment Management Agreement, the Risk Manager and the Company have appointed the Investment Manager to provide discretionary investment management services to the Company. The Investment Manager shall manage the investment and re-investment of the Company's assets in accordance with the Company's investment policy and investment restrictions and monitor the performance of the Company's investments in view of current investment trends and market movements. The appointment of the Investment Manager may be terminated by the Company or the Investment Manager giving to the other not less than six months’ written notice, save that such notice may not be given earlier than
Page 8 the seventh anniversary of First Admission and may be terminated by either party at any time in certain other circumstances.
The Investment Manager is entitled to receive from the Company a management advisory fee of 1.75 per cent. per annum of the Net Asset Value of the Company. The management fee is accrued and payable monthly in arrear. In addition, the Investment Manager is entitled to receive a performance fee calculated as set out below.
For these purposes:
"Adjusted NAV per Share" means the Net Asset Value per Ordinary Share on the last Business Day of each Performance Period, adjusted by adding back any accrual for unpaid performance fee in respect of such Performance Period;
"High Watermark NAV per Share" means the Net Asset Value per Ordinary Share as at the last Business Day of the Performance Period in respect of which a performance fee was last paid, adding back the effect of any performance fee paid in respect of such Performance Period (or, if no performance fee has yet been earned, €10.00 per Share);
"Hurdle" means €10.00 per Ordinary Share increased, from Admission, at a rate of 7 per cent. per annum, compounded annually as at the last Business Day of each Performance Period (pro-rated, in the case of the first Performance Period, from the date of Admission); and
"Performance Period" means (i) the period beginning on the date of Admission and ending on 31 March 2020 and (ii) each subsequent period corresponding to each accounting period of the Company.
The Investment Manager will be entitled to a performance fee (the "Performance Fee") if, but only to the extent that, at the end of any Performance Period, the Adjusted NAV per Share exceeds the higher of (i) the High Watermark NAV per Share and (ii) the Hurdle. In such circumstances, the Performance Fee payable to the Investment Manager shall be equal to 20 per cent. of eligible realised gains per share multiplied by the time weighted average number of Ordinary Shares in issue during the relevant Performance Period.
If the Investment Management Agreement is terminated by the Company or the Investment Manager, and before the end of any accounting period of the Company, the Performance Fee shall be calculated and paid as though the date of termination were the end of a Performance Period, based on the unaudited NAV at that time, and on the basis that the performance fee shall equal:
((A-B) x C) x 20 per cent.
Where:
A is the Adjusted NAV per Share;
Page 9 B is the higher of (i) the High Watermark NAV per Share and (ii) the Hurdle; and
C is the time weighted average number of Ordinary Shares in issue during the relevant Performance Period.
If the Investment Management Agreement is terminated by the Company for cause no performance fee shall be payable on termination.
Investment Adviser
The Investment Manager has appointed the Investment Adviser pursuant to the terms of the Investment Advisory Agreement to assist the Investment Manager, where required, in advising on the management, investment and re-investment of the assets of the Company, to advise the Investment Manager on any borrowings made or proposed to be made by the Company and to assist the Investment Manager with monitoring the performance and operations of those investments and borrowings.
The Investment Adviser's responsibilities shall include, inter alia, pro-actively seeking out and evaluating potential investments for the Company, assisting the Investment Manager on an ongoing basis in relation to advising the Company on investment trends and market movements in Uzbekistan and providing all reasonable assistance to the Investment Manager to facilitate the efficient running of the Company's affairs.
The Investment Manager shall pay to the Investment Adviser such fees as may be agreed between the parties from time to time. The Investment Advisory Agreement shall terminate immediately if the Investment Management Agreement is terminated for any reason. The Investment Advisory Agreement shall be governed by the laws of the Republic of Uzbekistan.
Risk Manager
FIM Capital Limited, which is licensed by the IOMFSA and is also authorised and regulated by the FCA, has agreed to act as Risk Manager to the Company with effect from First Admission.
The Risk Manager will be responsible for developing and implementing appropriate policies and procedures for the Company's risk management activities. It will supervise the management, investment and re-investment of the Company's assets undertaken by the Investment Manager and be responsible for implementing an appropriate, documented and regularly updated due diligence process.
The Risk Manager shall also be responsible for compliance with the relevant conditions set out in the AIFMD and other applicable national implementing measures in the relevant EEA jurisdictions in the event that the Company seeks to market its Ordinary Shares to prospective investors in such jurisdictions.
In consideration for the services to be provided to the Company by the Risk
Page 10 Manager, the Risk Manager shall be entitled to receive an annual fee equal to £15,000 payable quarterly in arrear. The Company shall also pay or procure payment of the Risk Manager's properly and reasonably incurred expenses in connection with the provision of its services.
Custodian
Orient Securities LLC, which is registered by the Centre for Provision of Public Services under the authority of the Ministry of Justice of the Republic of Uzbekistan (formerly the Mirzo-Ulugbek District Municipality of Tashkent City of the Republic of Uzbekistan) (company number 001741-04) and licensed by the Agency for Development of Capital Market of the Republic of Uzbekistan (formerly the Centre for Coordination and Control over Functioning of Securities Market in Uzbekistan) (license number 1127), has been appointed by the Company as its custodian in respect of its investments in listed Uzbek securities and to provide brokerage, depositary, registration and record keeping services to the Company in respect of its investments in both listed and unlisted Uzbek securities (as may be required).
In consideration for the services to be provided to the Company by the Custodian, the Custodian shall be entitled to receive (i) a fee per purchase and sale transaction effected by the Company payable at the then-prevailing tariff rate on the date of the relevant transaction; and (ii) an annual fee equal to US$1,000 per annum for the registration services and record keeping.
Administrator and Company Secretary
FIM Capital Limited has been appointed as the administrator and company secretary of the Company. The Administrator provides the day to day administration of the Company. The Administrator is also responsible for the Company's general administrative functions, such as the calculation and publication of the Net Asset Value and maintenance of the Company's accounting records and ensures that the Company complies with its continuing obligations as an investment company whose shares are admitted to trading on the Specialist Fund Segment. In its capacity as Company Secretary, FIM Capital Limited will provide secretarial services to the Company. FIM Capital Limited will also act as Registered Agent of the Company in accordance with the Act.
In consideration for the services to be provided to the Company by FIM Capital Limited, FIM Capital Limited shall be entitled to receive an annual fee of £20,000 payable quarterly in arrear, which shall increase to £47,500 once the Company has completed equity fundraisings in excess of £30 million. The Company shall pay and reimburse FIM Capital Limited for all expenses reasonably and properly incurred by it in connection with the performance of its services. In addition, FIM Capital Limited shall receive an initial fee of £10,000 payable by the Company conditional on First Admission.
Registrar
Link Market Services (Isle of Man) Limited has been appointed registrar of the Company. Under the terms of the Registrar Services Agreement the Registrar
Page 11 is entitled to an annual maintenance fee per Shareholder account per annum subject to a minimum annual fee. The Registrar is also entitled to certain transaction fees under the Registrar Services Agreement.
Receiving Agent
Link Asset Services has been appointed as the Company's receiving agent. Under the terms of the Receiving Agent Agreement the Receiving Agent is entitled to receive customary fees.
B.41. Regulatory The Investment Manager is authorised and regulated by the UK Financial status of Conduct Authority. investment The Custodian is authorised and registered by the Centre for provision of manager and public services under the authority of the Ministry of Justice of the Republic of custodian Uzbekistan (formerly the Mirzo-Ulugbek District Municipality of Tashkent City of the Republic of Uzbekistan) and licensed by the Agency for Development of Capital Market of the Republic of Uzbekistan (formerly the Centre for Coordination and Control over Functioning of Securities Market in Uzbekistan) (license number 1127).
The Administrator is licensed by the IOMFSA.
B.42. Calculation and The unaudited estimated Net Asset Value of the Company and the unaudited publication of estimated Net Asset Value per Ordinary Share will be calculated by the Net Asset Value Administrator on a quarterly basis. Such calculations will be notified quarterly through a Regulatory Information Service and will in due course be available through the Company's website.
Any suspension in the calculation of the Net Asset Value will be notified through a Regulatory Information Service as soon as practicable after any such suspension occurs.
B.43. Cross liability Not applicable. The Company is not an umbrella collective investment undertaking and as such there is no cross liability between classes or investment in another collective investment undertaking.
B.44. No financial As at the date of this Prospectus the Company has not yet commenced statements operations and no financial statements have been made up. have been made up
B.45. Portfolio The Company’s portfolio will comprise the Initial Portfolio on First Admission.
The Initial Portfolio comprises of two investments with an unaudited aggregate valuation of approximately €5,403,171 based on a spot exchange rate of 1.1200 EUR-USD and a spot exchange rate of 1.1137 EUR-CHF as at the Business Day prior to the publication of this Prospectus. The exact valuation of the Initial Portfolio will be subject to the applicable exchange rates on the date falling four Business Days prior to the date of First Admission, on which date the value of the Portfolio Shares shall be converted into Euros in accordance with the terms of the Share Purchase and Lock-up Agreements.
Page 12 The table below sets out certain information relating to the Portfolio Shares comprising the Initial Portfolio, including the names of the underlying companies and the percentage of the Company's Net Asset Value that these Portfolio Shares will comprise at First Admission. The Portfolio Shares are shares in companies that are incorporated outside of Uzbekistan but whose business is predominantly exposed to Uzbekistan.
Number % of of invest % of Value of % of shares ee NAV Company' NAV Investee to be compa includ s exclu company acquire ny to ing investmen ding d by the be cash* t (EUR)* cash Compan acquir * y ed
Seide Ltd 2,150 446,259 16.660 8.26 0.91
Orient 47,366 4,956,912 13.800 91.74 10.15 Swiss SA
* As at the date of this Prospectus.
**Assuming Gross Proceeds of €50 million are raised pursuant to the Initial Placing.
B.46. Net Asset Value Not applicable. The Company has not commenced operations and so has no Net Asset Value as at the date of this Prospectus.
Section C – Securities
Element Disclosure Disclosure Requirement
C.1. Type and class The Company intends to issue Ordinary Shares of nominal value €1.00 each of securities pursuant to the Initial Placing at the Placing Price and the Placing Programme at the relevant Placing Programme Price. The Company may issue C Shares of nominal value €10.00 each pursuant to the Placing Programme at the relevant Placing Programme Price.
The ISIN of the Ordinary Shares is IM00BK1M4915. The SEDOL of the
Ordinary Shares is BK1M491. The ISIN of the C Shares is IM00BJLFK179. The SEDOL of the C Shares is BJLFK17. The ticker for the Ordinary Shares is UZBK. The ticker for the C Shares is UZBC.
C.2. Currency The Ordinary Shares and the C Shares will be denominated in Euros. denomination of securities
C.3. Details of share Set out below is the issued share capital of the Company as at the date of capital this Prospectus:
Aggregate Nominal Number Value (€)
Page 13 Ordinary Shares 1 1
The Ordinary Share is fully paid up.
The target size of the Initial Placing is 5 million Ordinary Shares. The maximum number of Ordinary Shares to be issued pursuant to the Initial Placing, and therefore the Gross Proceeds, is not known as at the date of this Prospectus but will be notified by the Company via a Regulatory Information Services announcement prior to First Admission. The Ordinary Shares will be fully paid up.
C.4. Rights attaching The holders of the Ordinary Shares and C Shares shall only be entitled to to the securities receive, and to participate in, any dividends declared in relation to the relevant class of shares that they hold.
On a winding-up or a return of capital by the Company, if there are C Shares in issue, the net assets of the Company attributable to the C Shares shall be divided pro rata among the holders of the C Shares. For so long as C Shares are in issue, and without prejudice to the Company’s obligations under the Act, the assets attributable to the C Shares shall, at all times, be separately identified and shall have allocated to them such proportion of the expenses or liabilities of the Company as the Directors fairly consider to be attributable to any C Shares in issue.
The holders of Ordinary Shares shall be entitled to all of the Company’s remaining net assets after taking into account any net assets attributable to any C Shares (if any) in issue.
The Ordinary Shares and the C Shares (if any) shall carry the right to receive notice of, attend and vote at general meetings of the Company.
The consent of the holders of Ordinary Shares or the holders of C Shares will be required for the variation of any rights attached to the relevant class of shares.
Restrictions on There are no restrictions on the free transferability of the Ordinary Shares or C.5. the free the C Shares. transferability of the securities
C.6. Admission Application will be made to the London Stock Exchange for all of the Ordinary Shares to be issued pursuant to the Initial Placing to be admitted to the Specialist Fund Segment of the London Stock Exchange's main market for listed securities. It is expected that First Admission will become effective and that dealings for normal settlement in the Ordinary Shares will commence on 23 July 2019.
Applications will also be made to the London Stock Exchange for all of the Ordinary Shares or C Shares to be issued pursuant to each Subsequent Placing under the Placing Programme to be admitted to the Specialist Fund Segment of the London Stock Exchange's main market for listed securities. It is expected that any Subsequent Admission will become effective and dealings will commence between 24 July 2019 and 9 July 2020.
Page 14 C.7. Dividend policy The Directors intend to manage the Company's affairs to achieve Shareholder returns through capital growth rather than income. Therefore, it should not be expected that the Company will pay a significant annual dividend, if any.
Section D – Risks
Element Disclosure Disclosure Requirement
D.2. Key risks that • The Company has not commenced operations and has no operating are specific to history. The past performance of the investments selected by the the Company Investment Manager is not a reliable indication of the future performance of the Company. The Company may not achieve its investment objective. The existence of such an objective should not be considered as an assurance or guarantee that it can or will be met.
• The Company has no employees and is reliant upon the performance of third party service providers for its executive function. Failure by the Investment Manager or any other third party service provider to carry out its obligations to the Company in accordance with the terms of its appointment could have a material detrimental impact on the operation of the Company.
• Any change in the law and regulation affecting the Company may have a material adverse effect on the ability of the Company to carry on its business.
• The Company depends on the diligence, skill, judgement and business contacts of the Investment Manager's investment professionals and the information and deal flow they generate. The Company's future success depends on the continued service of these individuals.
• Investments in Uzbekistan and other frontier or emerging markets involve risk factors and special political or economic considerations which may not be typically associated with investing in more developed markets. Uzbekistan is perceived to have relatively high corruption levels and it may be difficult to obtain and enforce a judgment in Uzbekistan. Difficulty in protecting and enforcing rights may have a material adverse effect on the Company and its operations.
• The Company is expected to invest a proportion of its assets in unquoted securities, which may be less liquid and more difficult to realise than publicly traded securities.
• The Company may use borrowings for the purpose of capital flexibility, which may enhance the total return of the Company where the return on the Company’s underlying assets is rising and exceeds the cost of borrowing; it will have the opposite effect where the return on the Company’s underlying assets is rising at a lower rate than the cost of borrowing or is falling.
• The Company may invest in a wide variety of derivative instruments as
Page 15 speculative investments or in order to hedge exposures. Such derivative instruments may be difficult to price, be subject to large price fluctuations, result in de facto leverage of the Company's assets and may lead to large losses, including the loss of all capital of the Company.
• Changes in the Company's tax status or in taxation legislation or practice could adversely affect the value of the investments held by the Company, affect the Company's ability to provide returns to Shareholders and affect the tax treatment for Shareholders of their investments in the Company.
D.3. Risks that are • The value of the Ordinary Shares and the C Shares and the income specific to the derived from those shares (if any) can fluctuate and may go down as well Ordinary Shares as up. and the C • The market price of the Ordinary Shares may fluctuate independently of Shares their underlying net asset value and may trade at a discount or premium at different times.
• It may be difficult for Shareholders to realise their investment and there may not be a liquid market in the Ordinary Shares or the C Shares.
• If the Directors decide to issue further Ordinary Shares at a price below the prevailing NAV per Ordinary Share, either for cash or as consideration for the acquisition of portfolio assets, existing Shareholders' economic interests in the Ordinary Shares will be diluted.
• If the Directors decide to issue further Ordinary Shares or C Shares, the proportions of voting rights held by Shareholders may be diluted.
Section E – Placing
Element Disclosure Disclosure Requirement
E.1. Proceeds and Assuming 5 million Ordinary Shares are issued pursuant to the Initial Placing expenses of the (i) the net proceeds of the Initial Placing are expected to be approximately issue €48.85 million; and (ii) the costs and expenses of the Initial Placing are not expected to exceed approximately €1.15 million, equivalent to 2.3 per cent. of the Gross Proceeds and will be borne by the Company. No expenses will be charged to investors by the Company.
The costs and expenses of each issue of Ordinary Shares and/or C Shares under the Placing Programme will depend on subscriptions received.
E.2.a. Reasons for the The Board believes that Uzbekistan provides for an attractive investment issue, use of market, given the country's demographics, natural resource base, macro- proceeds and economic developments, relatively low market valuations and still low foreign estimated net ownership to which international investors may find it difficult to gain direct amount of exposure; no Uzbek companies have to date issued Global Depositary Receipts, or listed their securities on any international stock exchange, nor
Page 16 proceeds are there currently any listed investment companies focussed on Uzbekistan. Accordingly the Board, advised by the Investment Manager, believes that there are attractive opportunities for the Company to deliver capital and income returns for Shareholders as a result of the Company's investment in the private and public equity and debt securities of companies and other vehicles which have exposure to the Uzbek economy.
The net proceeds of the Initial Placing will be approximately €48.85 million assuming Gross Proceeds of €50 million are raised. The Directors intend to use the net proceeds of the Initial Placing to acquire investments in accordance with the Company's investment objective and policy. The Directors have authority to allot (i) Ordinary Shares up to an aggregate nominal amount of €7,500,000, and (ii) C Shares up to an aggregate nominal amount of €7,500,000, pursuant to the Placing Programme. The level of net proceeds of any Subsequent Placings under the Placing Programme will depend on the subscriptions received. Such proceeds will be used to acquire investments in accordance with the Company's investment objective and policy.
E.3. Terms and The Initial Placing is conditional upon (i) admission of the Ordinary Shares to conditions of the be issued pursuant to the Initial Placing to trading on the Specialist Fund offer Segment of the main market for listed securities of the London Stock Exchange occurring on or before 8.00 a.m. (London time) on 23 July 2019 (or such time and/or date as the Company and the Investment Manager may agree, being not later than 8.00 a.m. on 30 August 2019), and (ii) the Minimum Net Proceeds being raised.
If the Initial Placing does not proceed, application monies received under the Initial Placing will be returned to applicants without interest at the applicants’ risk.
Each allotment and issue of Ordinary Shares or C Shares pursuant to a Subsequent Placing under the Placing Programme is conditional, inter alia, on:
. the relevant Placing Programme Price of Ordinary Shares or C Shares being determined by the Directors;
. Admission of the Ordinary Shares and/or C Shares pursuant to such Subsequent Placing; and
. a valid supplementary prospectus being published by the Company if such is required by the Prospectus Rules.
E.4. Material Not applicable. There are no interests that are material to the Initial Placing interests and no conflicting interests.
E.5. Name of person No person or entity is offering to sell Ordinary Shares as part of the Initial selling securities Placing save for the initial subscriber to the Company's memorandum of / lock-up association who will transfer the one Ordinary Share in issue as part of the agreements Initial Placing.
Page 17 A Non-cash Subscription Investor will be required to sign a Share Purchase and Lock-up Agreement prior to First Admission pursuant to which the Non- cash Subscription Investor may not, during the period from (and including) the date of First Admission to (and including) the date falling twelve months after First Admission, directly or indirectly transfer the legal and/or beneficial ownership (or any interest therein) in any of the Company's shares owned by them immediately after First Admission, except in limited circumstances.
Pursuant to the terms of the Share Purchase and Lock-up Agreements, the Company shall have discretion to scale back the number of Ordinary Shares in the capital of the Company that are issued to the Non-cash Subscription Investors such that the Portfolio Shares the Company shall acquire from the Non-cash Subscription Investors shall not constitute more than 20 per cent. of the Company's Net Asset Value as at First Admission.
E.6. Dilution No dilution will result from the Initial Placing.
The Company may seek to issue new equity pursuant to any Subsequent Placing under the Placing Programme. While the Articles confer on Shareholders rights of pre-emption in respect of the allotment or sale of equity securities for cash, the Company currently has authority to issue (i) Ordinary Shares up to an aggregate nominal amount of €7,500,000 and (ii) C Shares up to an aggregate nominal amount of €7,500,000 on a non-pre- emptive basis following completion of the Initial Placing pursuant to the Placing Programme. Where such pre-emption rights have been dis-applied, any additional equity financing will be dilutive to those Shareholders who cannot, or choose not to, participate in such financing.
E.7. Estimated The costs and expenses of the Initial Placing will be borne by the Company expenses and are not expected to exceed approximately €1.15 million. These costs will charged to the be deducted from the Gross Proceeds. It is expected that the starting Net investor by the Asset Value per Ordinary Share on First Admission will be €9.77. No expenses issuer will be charged to investors by the Company.
The costs and expenses of the Placing Programme will depend on subscriptions received. In the event that 7,500,000 Shares are issued pursuant to the Placing Programme, the costs and expenses of such Subsequent Placing are not expected to exceed 3 per cent. of the gross proceeds of that Subsequent Placing. The costs and expenses of any issue of Ordinary Shares under the Placing Programme are expected to be covered by issuing such Ordinary Shares at a premium to the prevailing Net Asset Value per Ordinary Share. The costs and expenses of any issue of C Shares pursuant to any Subsequent Placing under the Placing Programme will be paid out of the gross proceeds of such issue and will be borne by holders of C Shares only. It is not possible to ascertain the exact costs and expenses of any Subsequent Placing. The costs and expenses of any Subsequent Placing may or may not be capped in the same manner as the costs and expenses of the Initial Placing. Expected issue expenses of a Subsequent Placing of Ordinary Shares or C Shares will be announced by way of RIS announcement at the time of the relevant Subsequent Placing.
Page 18 RISK FACTORS
Investment in the Company should not be regarded as short-term in nature and involves a degree of risk. Accordingly, investors should consider carefully all of the information set out in this Prospectus and the risks attaching to an investment in the Company, including, in particular, the risks described below. An investment in the Ordinary Shares or C Shares is suitable for highly knowledgeable private and advised investors and highly knowledgeable institutional investors, who understand and are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses (which may equal the whole amount invested) that may result from such an investment.
The Directors believe that the risks described below are the material risks relating to the Ordinary Shares and the C Shares at the date of this Prospectus. Additional risks and uncertainties not currently known to the Directors, or that the Directors deem immaterial at the date of this Prospectus, may also have an adverse effect on the performance of the Company and the value of the Ordinary Shares and C Shares. Investors should review the Prospectus carefully and in its entirety and consult with their professional advisers before making an application to participate in the Initial Placing and/or the Placing Programme.
Risks relating to the Company
The Company may not meet its investment objective
The Company may not achieve its investment objective. Meeting that objective is a target but the existence of such an objective should not be considered as an assurance or guarantee that it can or will be met.
The Company's ability to meet its investment objective will largely depend on the Investment Manager's ability to identify suitable investments that are in accordance with the Company's investment objective and policy. There can be no assurance that the Company will be successful in implementing the investment strategy of the Company as it cannot be guaranteed that the Investment Manager will be able to select appropriate investment opportunities. The value of the Company's investments and any income derived from them can go down as well as up.
The Company has no operating history
The Company was incorporated on 28 February 2019. The Company has not commenced operations and has no operating history. No historical financial statements or other meaningful operating or financial data upon which prospective investors may base an evaluation of the likely performance of the Company have been made up. An investment in the Company is therefore subject to all the risks and uncertainties associated with a new business, including the risk that the Company will not achieve its investment objective and that the value of an investment in the Company could decline substantially as a consequence.
The Company is reliant on the performance of third party service providers
The Company has no employees and the Directors have all been appointed on a non- executive basis. The Company is reliant upon the performance of third party service providers for its executive function. In particular, the Investment Manager, the Risk Manager
Page 19 and the Administrator will be performing services which are integral to the operation of the Company. Failure by any service provider to carry out its obligations to the Company in accordance with the terms of its appointment, together with a failure by the Company to enforce such terms, could have a materially detrimental impact on the operation of the Company.
The past performance of other investments, invested in as a result of the advice of the Investment Manager cannot be relied upon as an indicator of the future performance of the Company.
Changes in laws or regulations governing the Company's operations may adversely affect the Company's business
The Company is subject to laws and regulations enacted by national and local governments. In particular, the Company is subject to and will be required to comply with certain regulatory requirements that are applicable to listed closed-ended investment companies. The Company must comply with the Prospectus Rules, the Disclosure Guidance and Transparency Rules, MAR and the rules of the London Stock Exchange.
Any change in the law and regulation affecting the Company may have a material adverse effect on the ability of the Company to carry on its business and successfully pursue its investment policy and on the value of the Company and the Ordinary Shares and/or any C Shares. In such event, the investment returns of the Company may be materially adversely affected.
Risks relating to the Investment Manager
The departure of some or all of the Investment Manager's investment professionals could prevent the Company from achieving its investment objective
The Company depends on the diligence, skill, judgment and business contacts of the Investment Manager's investment professionals and the information and deal flow they generate and communicate to the Company during the normal course of their activities. Pursuant to the Investment Advisory Agreement, the Investment Manager has appointed the Investment Adviser to assist the Investment Manager, where required, in advising on the management, investment and re-investment of the assets of the Company, to advise the Investment Manager on any borrowings made or proposed to be made by the Company and to assist the Investment Manager with monitoring the performance and operations of those investments and borrowings. The Investment Adviser's responsibilities shall include, inter alia, pro-actively seeking out and evaluating potential investments for the Company, assisting the Investment Manager on an ongoing basis in relation to advising the Company on investment trends and market movements in Uzbekistan and providing all reasonable assistance to the Investment Manager to facilitate the efficient running of the Company's affairs.
The Company's future success depends on the continued service of these individuals (or their replacements from time to time) who are not obligated to remain employed with the Investment Manager (or Investment Adviser, as applicable), and the Investment Manager's ability to recruit/appoint, retain and motivate new talented personnel. However, the Investment Manager may not be successful in its efforts to recruit/appoint, retain and motivate the required personnel as the market for qualified investment professionals, particularly with knowledge and experience in Uzbek securities is very limited and is competitive.
Page 20 There can be no assurance that the Directors will be able to find a replacement investment manager if the Investment Manager resigns
Under the terms of the Investment Management Agreement, the Investment Manager may resign by giving the Company not less than six months' written notice, save that such notice may not be given earlier than the seventh anniversary of First Admission. The Investment Manager shall, from the date such resignation takes effect, cease to provide discretionary investment management services to the Company. The Directors would, in these circumstances, have to find a replacement investment manager for the Company and, given the highly specialist nature of the Company's investment policy, there can be no assurance that such a replacement with the necessary skills and experience could be appointed on terms acceptable to the Company. In this event, the Directors would have to formulate and put forward to Shareholders proposals for the future of the Company, which may include its merger with another investment company, reconstruction or winding up.
The Investment Manager and its affiliates may provide services to other clients which could compete directly or indirectly with the activities of the Company and may be subject to conflicts of interest in respect of its activities on behalf of the Company
The Investment Manager and its affiliates (including the Investment Adviser) are involved in other financial, investment and professional activities which may on occasion give rise to conflicts of interest with the Company. In particular, the Investment Manager advises funds other than the Company and may provide investment management, investment advisory or other services in relation to these funds or future funds which may have similar investment policies to that of the Company. The Investment Manager and its affiliates may carry on investment activities for their own accounts and for other accounts in which the Company has no interest. The Investment Manager and its affiliates may give advice and recommend securities to such other managed accounts or investment funds which may differ from advice given to, or investments recommended or bought for, the Company, even though their investment policies may be similar. Directors of the Investment Manager own directly, or indirectly control, in full or in part securities firms, with whom the Company may enter into trading relations.
Risks relating to the Company's investments in Uzbekistan and emerging markets
General
The Company will predominantly invest in companies or vehicles in, or with exposure to Uzbekistan but may also invest in companies or vehicles that offer exposure to other frontier or emerging markets as well as Uzbekistan, subject to the investment restrictions outlined in the Company's investment policy. Investments in Uzbekistan and other frontier or emerging markets involve risk factors and special considerations, including those set forth following, which may not be typically associated with investing in more developed markets. Such risks include, among other things, trade balances and imbalances and related economic policies, unfavourable currency exchange rate fluctuations, restrictions on foreign investment, imposition of exchange control regulation by governments, withholding taxes, limitations on the removal of funds or other assets, policies of government with respect to possible nationalisation of industries, political difficulties, including expropriation of assets, confiscatory taxation and social, economic or political instability in foreign nations. These factors may affect the level and volatility of securities prices and the liquidity of the investments of the
Page 21 underlying funds. Unexpected volatility or illiquidity could impair the profitability of the underlying funds and, indirectly, the Company or result in losses. Political or economic change and instability may be more likely to occur and have a greater effect on the economies and markets of emerging countries. Adverse government policies, taxation, restrictions on foreign investment and on currency convertibility and repatriation, currency fluctuations and other developments in the laws and regulations of emerging countries in which investments may be made, including expropriation, nationalisation or other confiscation could result in loss to the Company.
By comparison with more developed securities markets, most securities markets in emerging countries are comparatively small, less liquid and more volatile. In addition settlement, clearing and registration procedures may be under-developed enhancing the risks of error, fraud or default. Furthermore, the legal infrastructure and accounting, auditing and reporting standards in Uzbekistan and other emerging markets may not provide the same degree of investor information or protection as would generally apply to major markets.
Macro-geopolitical risks
Uzbekistan’s relations with its neighbouring countries have improved since 2017. The new Government has made the warming of previously damaged relations with its neighbouring countries of Central Asia one if its key priorities. The first official state visit of the newly elected President was to Kazakhstan, border controls have been loosened with neighbouring states, and trade relations accelerated and air communication reestablished with Tajikistan. Uzbekistan is working to foster economic and political relations with both the US and Russia, via encouraging US and Russian business to invest into Uzbekistan. However, these relationships are relatively new and should this progress slow or unwind the consequences of that may be adversely affect the Company and its ability to meet its investment objective.
Legal Risk
The Company may be subject to legal risks, including inadequate investor protection, contradictory legislation, incomplete, unclear and changing laws, ignorance of or breaches of regulations on the part of other market participants, lack of established or effective avenues for legal redress, lack of standard practices and confidentiality customs characteristic of developed markets and lack of enforcement of existing regulations. Regulatory controls and corporate governance of companies in Uzbekistan may confer little protection on minority shareholders and many of the laws that govern private investment, securities transactions and other contractual relationships in the Uzbekistan markets are new and largely untested. Anti-fraud and anti-insider trading legislation is less developed and the concept of fiduciary duty to shareholders by officers and directors is also limited when compared to such concepts in developed markets. In certain instances, managers of issuers may take significant actions without the consent of shareholders and anti-dilution protection may also be limited. This may cause loss to the Company.
Furthermore, it may be difficult to obtain and enforce a judgment in Uzbekistan. Courts recognise and enforce foreign judgments based on reciprocal agreements. Uzbekistan has signed only a few such reciprocal agreements, predominantly with countries in the CIS region. Uzbekistan does not have such agreements with any US or European states, therefore settlement of disputes is mostly achieved through arbitration based on Uzbekistan's accession
Page 22 to the New York Convention 1958. Difficulty in protecting and enforcing rights may have a material adverse effect on the Company and its operations.
Custody
The Company is required to appoint a custodian in Uzbekistan to hold its investments in Uzbek listed securities.
The Company will be subject to the risk of the inability of the Custodian to perform with respect to transactions, whether due to insolvency, bankruptcy or other causes. Further, the Custodian may be unable to perform with respect to transactions due to unofficial instructions from the Uzbek regulator which restrict the process/registration of certain transactions such as gifts, swaps or assignments of shares, despite these transactions being expressly permitted by Uzbek law.
Corruption
Uzbekistan is perceived to have relatively high corruption levels as determined by the Transparency International Corruption Perceptions Index 2017. The Company may not always be able to prevent or detect corrupt or unethical practices by third parties, such as counterparties, which may result in loss to the Company. Corrupt practices may also have an adverse impact on the assets in which the Company invests and may affect the ability of the Company to enforce its proprietary or legal rights or even result in the Company unknowingly breaching certain legal and/or regulatory requirements to which it is subject.
Currency risk
The Ordinary Shares are quoted in Sterling. The base currency of the Ordinary Shares will be Euros. The assets of the Company will be predominantly invested in securities which are denominated in currencies other than Sterling and Euros, including, in particular, Uzbek Soum. Accordingly, the value of such assets may be affected favourably or unfavourably by fluctuations in currency rates. The reference currency for the Uzbek Soum, if any, may be considered to be the US Dollar, as many of Uzbekistan's exports, in particular oil and gas, are denominated in US Dollars. For this reason, fluctuations in the US Dollar – Sterling and the US Dollar – Euro exchange rates may, indirectly, have negative or positive consequences for the Company.
The Company has limited ability to utilise derivative instruments when required to hedge against declines in the value of its portfolio as a result of changes in currency exchange rates in Uzbek Soum and the success of any such hedging cannot be guaranteed.
From time to time the Uzbek bank regulator may halt certain banks' participation in currency exchange which may cause some interruption to the ability to convert Uzbek Soum into foreign currencies.
Unquoted securities
The Company is expected to invest a proportion of its assets in unquoted securities, which may be less liquid and more difficult to realise than publicly traded securities. The illiquidity of such investments may make it difficult for the Company to sell them if the need arises and may result in the Company realising significantly less than the value at which it had previously recorded such investments.
Page 23 Valuation risk
It is expected that a proportion of the Company’s portfolio will comprise unquoted securities. Such investments can be more difficult to value than quoted securities. The Company’s investments in unquoted securities will be valued in accordance with the valuation policy adopted by the Board from time to time. Such valuations may be conducted on an infrequent basis, are subject to a range of uncertainties and will involve the Board, in conjunction with the Investment Manager, exercising judgement. In particular, in relation to the Initial Portfolio, there will be no independent valuation of the Portfolio Shares.
There can be no guarantee that the basis of calculation of the value of the Company’s investments used in the valuation process will reflect the actual value achievable on realisation of those investments. This may lead to volatility in the valuation of the unquoted proportion of the Company’s portfolio and, as a result, volatility in the price of Ordinary Shares.
Sectoral diversification
The Company's investment policy contains restrictions as to sectoral diversification. Although the Company’s portfolio is expected to be diversified across a number of sectors, and the investment restrictions seek to enable the Company to achieve such diversification, notwithstanding the existence of such a restriction, the Company may still end up having significant exposure (or no exposure) to portfolio companies from certain business sectors from time to time. Greater concentration of investments in any one sector may result in greater volatility in the value of the Company’s investments and consequently its Net Asset Value and may materially and adversely affect the performance of the Company and returns to the Shareholders.
Risks associated with borrowings
The Company may use borrowings for the purpose of capital flexibility, which may include seeking to enhance investment returns where the Investment Manager believes that it is in the interests of Shareholders to do so. While the use of borrowings should enhance the total return of the Company where the return on the Company’s underlying assets is rising and exceeds the cost of borrowing, it will have the opposite effect where the return on the Company’s underlying assets is rising at a lower rate than the cost of borrowing or is falling, further reducing the total return of the Company. As a result, the use of borrowings by the Company may increase the volatility of the Net Asset Value and could affect the ability of the Company to achieve its investment objective.
Risks associated with derivatives and leverage
The Company may invest in a wide variety of derivative instruments as speculative investments or in order to hedge exposures. Such derivative instruments may be difficult to price, be subject to large price fluctuations, result in de facto leverage of the Company's assets and may lead to large losses, including the loss of all capital of the Company.
Cash
A proportion of the Company’s portfolio may be held in cash, depending on the Investment Manager’s view on investment opportunities, from time to time. This proportion of the Company’s assets will not be invested and will not benefit from positive market movements.
Page 24 Furthermore, such cash balances may be held at banks without a credit rating and be subject to default.
Risks relating to taxation
Changes in taxation legislation or practice may adversely affect the Company and the tax treatment for Shareholders investing in the Company
Changes in taxation legislation or practice could affect the value of the investments held by the Company, affect the Company's ability to provide returns to Shareholders, and affect the tax treatment for Shareholders of their investments in the Company (including rates of tax and availability of reliefs).
Investors should consult their tax advisers with respect to their own particular tax circumstances and the tax effects of an investment in the Company. Statements in this Prospectus concerning the taxation of investors or prospective investors in Ordinary Shares are based upon current tax law and practice, each of which is, in principle, subject to change. The value of particular tax reliefs, if available, will depend on each individual Shareholder's circumstances. This Prospectus does not constitute tax advice and must not therefore be treated as a substitute for independent tax advice.
CRS/FATCA
The Isle of Man Government has signed an automatic exchange of information agreement with the US Government to implement the US Foreign Account Tax Compliance Act, ("FATCA") and is also a participant in the OECD's Common Reporting Standard initiative. Legislation has been introduced in the Isle of Man to give effect to these agreements. As a result of these agreements, entities considered to be Isle of Man Financial Institutions will be required to report certain information about account holders and their financial accounts (and the controlling persons, in the case of accounts held by certain types of entities) to the Isle of Man Assessor of Income Tax on an annual basis. This information will then be provided to the tax authority of the account holder/controlling person where there is an appropriate automatic exchange mechanism in place.
It should be noted that at least 100 jurisdictions, including the Isle of Man, have joined or indicated their intention to join the Common Reporting Standard ("CRS").
The Company will be classified as a Financial Institution for the purposes of CRS and FATCA. As such, the Company may require the investor to provide additional information and/or documentation to enable it to fulfil its obligations arising under CRS/FATCA. For any corporate investors, this information may include details of their controlling persons. The Company will then be required to determine any information that needs to be reported to the Isle of Man Assessor of Income Tax.
Investors are encouraged to consult with their own tax advisers regarding their tax status and the applicability of this legislation on their investment in the Company.
The Company is not expected to invest in any US assets or invite subscriptions from US investors. However, it is expected that Shareholders may be resident for tax purposes in a number of different countries. Consequently, no attempt is made in this Prospectus to summarise the actual taxation consequences for each investor of subscribing for, buying,
Page 25 holding, transferring, redeeming, selling or otherwise acquiring or disposing of Shares in the Fund.
The taxation of income or capital gains received by Shareholders depends on the tax law applicable to the personal situation of each investor and/or to the place where the capital is invested and if prospective investors are unclear as to their tax position they should seek professional advice or information from specialist organisations, where available.
The Company would be classified as a Manx Foreign Institution investment entity for CRS; and a Manx Foreign Financial Institution for FATCA.
Risks relating to the Ordinary Shares and the C Shares
General risks affecting the Ordinary Shares and the C Shares
The value of an investment in the Company, and the returns derived from it, if any, may go down as well as up and an investor may not get back the amount invested.
The market price of the Ordinary Shares and the C Shares, like shares in all investment companies, may fluctuate independently of their underlying net asset value and may trade at a discount or premium at different times, depending on factors such as supply and demand for the Ordinary Shares or the C Shares, market conditions and general investor sentiment. There can be no guarantee that any discount control policy will be successful or capable of being implemented. The market value of an Ordinary Share or a C Share may vary considerably from its NAV.
It may be difficult for Shareholders to realise their investment and there may not be a liquid market in the Ordinary Shares or the C Shares
The price at which the Ordinary Shares and the C Shares will be traded and the price at which investors may realise their investment will be influenced by a large number of factors, some specific to the Company and its investments and some which may affect companies generally. Admission should not be taken as implying that there will be a liquid market for the Ordinary Shares or the C Shares. The market price of the Ordinary Shares and C Shares may not reflect their underlying Net Asset Value.
The Specialist Fund Segment is a relatively new market and likely liquidity and price volatility levels are relatively unknown. Liquidity experienced on the Specialist Fund Segment to date may not be a suitable indicator for liquidity levels in the future. The Company is not required to appoint a market maker or make a market for Shares traded on the Specialist Fund Segment. There can be no guarantee that a liquid market in the Shares will develop or that the Shares will trade at prices close to their relevant underlying NAV. Accordingly, Shareholders may be unable to realise their investment at the relevant NAV or at all.
While the Directors retain the right to effect repurchases of Ordinary Shares or C Shares in the manner described in this Prospectus, they are under no obligation to use such powers or to do so at any time and Shareholders should not place any reliance on the willingness of the Directors so to act. Shareholders wishing to realise their investment in the Company may have to dispose of their Ordinary Shares or C Shares in the market. There can be no guarantee that a liquid market in the Ordinary Shares or C Shares will develop or that the Ordinary Shares or C Shares will trade at prices close to their underlying Net Asset Value.
Page 26 Accordingly, Shareholders may be unable to realise their investment at such Net Asset Value or at all.
The number of Ordinary Shares to be issued pursuant to the Initial Placing and the number of Ordinary Shares and/or C Shares to be issued pursuant to the Placing Programme is not yet known, and there may be a limited number of holders of such Ordinary Shares or C Shares. Limited numbers and/or holders of such Ordinary Shares or C Shares may mean that there is limited liquidity in such Ordinary Shares or C Shares which may affect (i) an investor's ability to realise some or all of his investment and/or (ii) the price at which such investor can effect such realisation and/or (iii) the price at which such Ordinary Shares or C Shares trade in the secondary market.
The Ordinary Shares and C Shares are subject to certain provisions that may cause the Board to refuse to register, or require the transfer of, Ordinary Shares or Shares
Although the Ordinary Shares and C Shares are freely transferable, there are certain circumstances in which the Board may, under the Articles and subject to certain conditions, compulsorily require the transfer of the Ordinary Shares and C Shares. These circumstances include the application of any legislation or regulation, wheresoever enacted, which would or might, in the opinion of the Board, cause the Company or any of the shares in the Company to be required to be registered or qualified under any such laws or regulations in any territory or jurisdiction or cause a significant legal or regulatory issue for the Company).
Dilution risk
No dilution will result from the Initial Placing. Following the Initial Placing, the Company is seeking to issue new equity in the future pursuant to the Placing Programme or otherwise.
The Company may issue Ordinary Shares pursuant to the Placing Programme at a price which is less than the then prevailing Net Asset Value per Ordinary Share. The Board shall only consider doing so where it is in the best interest of Shareholders to do so at the relevant time. Where the Board resolves to issue shares at a price below the prevailing Net Asset Value per Ordinary Share, either for cash or in consideration for the acquisition of portfolio assets pursuant to the Company's investment policy, existing Shareholders' economic interests in their Shares may be diluted.
While the Articles confer on Shareholders rights of pre-emption in respect of the allotment or sale of equity securities for cash, the Company currently has authority to issue (i) Ordinary Shares up to an aggregate nominal amount of €7,500,000 and (ii) C Shares up to an aggregate nominal amount of €7,500,000 on a non-pre-emptive basis following completion of the Initial Placing pursuant to the Placing Programme. Where such pre-emption rights have been dis-applied, any additional equity financing will be dilutive to those Shareholders who cannot, or choose not to, participate in such financing.
Page 27 IMPORTANT NOTICES
General
This Prospectus should be read in its entirety before making any application for Ordinary Shares or C Shares. Prospective investors should rely only on the information contained in this Prospectus. No person has been authorised to give any information or make any representations other than as contained in the Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Investment Manager, the Risk Manager, or any of their respective affiliates, officers, directors, employees or agents. Without prejudice to the Company’s obligations under the Prospectus Rules, the Disclosure Guidance and Transparency Rules and MAR, neither the delivery of the Prospectus nor any subscription made under this Prospectus shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Prospectus or that the information contained herein is correct as at any time subsequent to its date.
Prospective investors must not treat the contents of this Prospectus or any subsequent communications from the Company, the Investment Manager, the Risk Manager, or any of their respective affiliates, officers, directors, employees or agents as advice relating to legal, taxation, accounting, regulatory, investment or any other matters.
The distribution of this Prospectus in jurisdictions other than the United Kingdom may be restricted by law and persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions.
This Prospectus does not constitute, and may not be used for the purposes of, an offer or an invitation to subscribe for any Ordinary Shares or C Shares by any person in any jurisdiction: (i) in which such offer or invitation is not authorised; or (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) to any person to whom it is unlawful to make such offer or invitation.
Prospective investors should not treat the contents of this Prospectus as advice relating to legal, taxation, investment, or any other matters. Prospective investors should inform themselves as to: (a) the legal requirements within their own countries for the purchase, holding, transfer or other disposal of Ordinary Shares or C Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of Ordinary Shares or C Shares which they might encounter; and (c) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of Ordinary Shares or C Shares. Prospective investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment therein.
Statements made in this Prospectus are based on the law and practice currently in force in England and Wales and the Isle of Man and are subject to changes therein.
The Ordinary Shares and the C Shares are being offered and issued outside the United States in reliance on Regulation S. The Ordinary Shares and C Shares have not been nor will be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States. In addition, the Company has not registered and will not register under the US Investment Company Act. The Ordinary Shares and C Shares have not been approved or
Page 28 disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering or the issue of the Ordinary Shares or C Shares or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States and the re-offer or resale of any of the Ordinary Shares or C Shares in the United States may constitute a violation of US law.
Each applicant for Ordinary Shares or C Shares will be required to certify that, among other things, the offer of Ordinary Shares or C Shares was made to it, and at the time its buy order was originated, it was located outside the United States and that it is not a US Person (within the meaning of Regulation S).
Notice to prospective investors in the European Economic Area
In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), no Ordinary Shares or C Shares have been offered or will be offered pursuant to the Initial Placing and/or any Subsequent Placing to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Ordinary Shares or C Shares which has been approved by the competent authority in that Relevant Member State, or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that offers of Ordinary Shares or C Shares to the public may be made at any time under the following exemptions under the Prospectus Directive, if they are implemented in that Relevant Member State:
(a) to any legal entity which is a "qualified investor" as defined in the Prospectus Directive;
(b) to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive (as defined hereafter), 150 natural or legal persons (other than "qualified investors" as defined in the Prospectus Directive) in such Relevant Member State; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Ordinary Shares or C Shares shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing the Prospectus Directive in a Relevant Member State and each person who initially acquires any Ordinary Shares or C Shares will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)I of the Prospectus Directive.
For the purposes of this provision, the expression an “offer to the public” in relation to any offer of shares in any Relevant Member State means a communication in any form and by any means presenting sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and the amendments thereto, including Directive 2010/73/EU (the "2010 PD Amending Directive")), to the extent implemented in the Relevant Member State and includes any relevant implementing measure in each Relevant Member State.
Page 29 Forward-looking statements
This Prospectus contains forward-looking statements including, without limitation, statements containing the words "believes", "estimates", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variation or similar expressions. Such forward-looking statements involve unknown risk, uncertainties and other factors which may cause the actual results, financial condition, performance or achievement of the Company, or industry results, to be materially different from future results, financial condition, performance or achievements expressed or implied by such forward-looking statements.
Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as at the date of this Prospectus. Subject to its legal and regulatory obligations, the Company expressly disclaims any obligation to update or revise any forward-looking statement contained herein to reflect changes in expectations with regard thereto or any change in events, conditions, or circumstances on which any statement is based, unless required to do so by law or any appropriate regulatory authority, including FSMA, the Listing Rules, the Prospectus Rules, the Disclosure Guidance and Transparency Rules and MAR.
Nothing in the preceding two paragraphs should be taken as limiting the working capital statement in paragraph 10 of Part 7 of this Prospectus.
Currencies
In this Prospectus, references to "£", "pence", "sterling", "Pounds Sterling" or "GBP" are to the lawful currency of the United Kingdom and references to "US dollars", "US$" or "$" are to the lawful currency of the United States. References to "€", "Euro" or "cent" are to the European single currency, the abbreviation "Soum" or "UZS" represents the Uzbek Soum and the abbreviation "CHF" represents the Swiss Franc, the lawful currency of Switzerland.
Third party information
Where third party information has been used in this Prospectus, the source of such information has been identified. The Company confirms that such information has been accurately reproduced and, so far as it is aware and has been able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Time
Any reference to a time in this Prospectus is, unless otherwise stated, a reference to a time in London, England.
Website
The contents of the Company’s website at www.oltinplc.com or the contents of any website accessible from hyperlinks on the Company’s website or any other website referred to in this Prospectus are not incorporated into, and do not form part of, this Prospectus. Investors should base their decision to invest on the contents of this Prospectus and any supplementary prospectus published by the Company prior to First Admission and, where applicable, any Subsequent Admission alone and should consult their professional advisers prior to making an application to acquire Shares.
Page 30 Data protection
Each investor acknowledges that it has been informed that, pursuant to applicable data protection legislation (including the GDPR and the DP Law) and regulatory requirements in the Isle of Man and/or the EEA, as appropriate ("DP Legislation") the Company and the Administrator and/or the Registrar hold their personal data. Personal data will be retained on record for a period exceeding six years after which it is no longer used (subject always to any limitations on retention periods set out in the DP Legislation). The Registrar and the Administrator will process such personal details at all times in compliance with DP Legislation and shall only process such information for the purposes set out in the Company's privacy notice (the "Purposes") which is available to view on the Company's website www.oltinplc.com (the "Privacy Notice").
Where necessary to fulfil the Purposes, the Company will disclose personal data to:
(a) third parties located either within, or outside of the EEA, for the Registrar and the Administrator to perform their respective functions, or when it is within its legitimate interests, and in particular in connection with the holding Ordinary Shares and/or C Shares; or
(b) its affiliates, the Registrar, the Administrator or the Investment Manager and their respective associates, some of which are located outside of the EEA.
Any sharing of personal data between parties will be carried out in compliance with DP Legislation and as set out in the Company's Privacy Notice.
In providing the Registrar with personal data, the investor hereby represents and warrants to the Company, the Registrar and the Administrator that: (1) it complies in all material aspects with its data controller obligations under DP Legislation, and in particular, it has notified any data subject of the Purposes for which personal data will be used and by which parties it will be used and it has provided a copy of the Company’s Privacy Notice to such relevant data subjects; and (2) where consent is legally competent and/or required under DP Legislation, the investor has obtained the consent of any data subject to the Company, the Administrator and the Registrar and their respective affiliates and group companies, holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the Purposes).
Each investor acknowledges that by submitting personal data to the Registrar (acting for and on behalf of the Company) where the investor is a natural person he or she (as the case may be) represents and warrants that (as applicable) he or she has read and understood the terms of the Company's Privacy Notice.
Each investor acknowledges that by submitting personal data to the Registrar (acting for and on behalf of the Company) where the investor is not a natural person it represents and warrants:
(a) it has brought the Company's Privacy Notice to the attention of any underlying data subjects on whose behalf or account the investor may act or whose personal data will be disclosed to the Company and the Administrator as a result of the investor agreeing to subscribe for Ordinary Shares and/or C Shares under the Initial Placing and/or Placing Programme; and
Page 31 (b) the investor has complied in all other respects with all applicable data protection legislation in respect of disclosure and provision of personal data to the Company.
Where the investor acts for or on account of an underlying data subject or otherwise discloses the personal data of an underlying data subject, he/she/it shall, in respect of the personal data processes in relation to or arising in relation to the Initial Placing and/or Placing Programme;
(a) comply with all applicable data protection legislation;
(b) take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data;
(c) if required, agree with the Company, the Administrator and the Registrar (as applicable), the responsibilities of each such entity as regards relevant data subjects' rights and notice requirements; and
(d) immediately on demand, fully indemnify the Company, the Administrator and the Registrar (as applicable) and keep them fully and effectively indemnified against all costs, demands, claims, expenses (including legal costs and disbursements on a full indemnity basis), losses (including indirect losses and loss of profits, business and reputation), actions, proceedings and liabilities of whatsoever nature arising from or incurred by the Company, the Administrator and/or the Registrar in connection with any failure by the investor to comply with the provisions set out above.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("Directive 2014/65/EU"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing Directive 2014/65/EU; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any ‘‘manufacturer’’ (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares and C Shares have been subject to a product approval process, which has determined that the Ordinary Shares and C Shares to be issued pursuant to the Initial Placing and the Placing Programme are: (i) compatible with an end target market of investors who are professionally advised investors or certified as high net worth investors or certified (including self-certified) as sophisticated investors in accordance with COBS 4.7.9 in the FCA Handbook or certified as restricted investors in accordance with COBS 4.7.10 and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Directive 2014/65/EU; and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares and the C Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares and/or C Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to
Page 32 the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing Programme. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Investment Manager will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Directive 2014/65/EU; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares and/or the C Shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Ordinary Shares and the C Shares and determining appropriate distribution channels.
PRIIPs Regulation
In accordance with the PRIIPs Regulation, a key information document in respect of an investment in the Ordinary Shares has been prepared by the Company and is available on the Company's website www.oltinplc.com. If a class of C Shares are issued under the Placing Programme, the Company will also make available a key information document in relation to such class of C Shares as required under the PRIIPs Regulation.
The Investment Manager is the manufacturer of the Ordinary Shares to be issued pursuant to the Initial Placing and the Placing Programme and the C Shares that may be issued pursuant to the Placing Programme for the purposes of the PRIIPs Regulation.
Governing law
Unless otherwise stated, statements made in this Prospectus are based on the law and practice currently in force in England and Wales and the Isle of Man and are subject to changes therein.
Page 33 EXPECTED INITIAL PLACING TIMETABLE
2019
Publication of this Prospectus 10 July
Latest time and date for commitments under the Initial 12.00 p.m. on 19 July Placing
First Admission and dealings in Ordinary Shares commence 8.00 a.m. on 23 July
CREST accounts credited with uncertificated Ordinary 23 July Shares
Where applicable, definitive share certificates despatched 29 July by post in the week commencing
Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service
All references to times in this Prospectus are to London times
EXPECTED PLACING PROGRAMME TIMETABLE
Placing Programme opens 24 July 2019
Publication of Placing Programme Price in respect of each as soon as practicable after Subsequent Placing the closing of each Subsequent Placing
Announcement of the results of each Subsequent Placing as soon as practicable after the closing of each Subsequent Placing
Admission and crediting of CREST accounts in respect of as soon as practicable each Subsequent Placing following the allotment of Ordinary Shares pursuant to each Subsequent Placing
Definitive share certificates in respect of the Ordinary approximately one week from Shares issued pursuant to each Subsequent Placing the Admission of Ordinary despatched by post Shares pursuant to each Subsequent Placing
Placing Programme closes 9 July 2020
Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service
All references to times in this Prospectus are to London times
Page 34 INITIAL PLACING STATISTICS
Placing Price €10.00 per Ordinary Share
Target Gross Proceeds of the Initial Placing* €50 million
Net proceeds of the Initial Placing to be received by the Company* €48.85 million
Expected Net Asset Value per Ordinary Share on First Admission €9.77
* Assuming that the Initial Placing is subscribed as to 5 million Ordinary Shares
PLACING PROGRAMME STATISTICS
Number of Shares that may be issued under Up to 7,500,000 Ordinary Shares and up to the Placing Programme 750,000 C Shares
Placing Programme Price To be announced at the relevant time
DEALING CODES
The dealing codes for the Ordinary Shares will be as follows:
ISIN IM00BK1M4915
SEDOL BK1M491
Ticker UZBK
The dealing codes for the C Shares will be as follows:
ISIN IM00BJLFK179
SEDOL BJLFK17
Ticker UZBC
Page 35 DIRECTORS, INVESTMENT MANAGER AND ADVISERS
Directors Louis Skyner (Chairman) Umida Umarbekova (Senior Independent
Director) Graham Smith Kiyan Zandiyeh
all of the registered office below
Registered Office IOMA House Hope Street
Douglas Isle of Man IM1 1AP
Investment Manager Sturgeon Capital Ltd 96 Great Titchfield Street London W1W 6SQ United Kingdom
Risk Manager, Administrator and FIM Capital Limited Company Secretary IOMA House Hope Street Douglas Isle of Man IM1 1AP
Legal Adviser to the Company as to Stephenson Harwood LLP English law 1 Finsbury Circus London EC2M 7SH United Kingdom
Legal Adviser to the Company as to Isle Appleby (Isle of Man) LLC of Man law 33-37 Athol Street Douglas Isle of Man IM1 1LB
Legal Adviser to the Company as to Dentons Tashkent Uzbek law 58-a Bobur Street Tashkent Uzbekistan 100022
Auditor Grant Thornton UK LLP 30 Finsbury Square London EC2A 1AG
Investment Adviser and Custodian Orient Securities LLC 20 Qalandar str., Tashkent 100170 Republic of Uzbekistan
Placing Agent Visor Capital (UK) Limited 96 Great Titchfield Street London
Page 36 W1W 6SQ
Registrar Link Market Services (Isle of Man) Limited PO Box 227 Clinch's House Lord Street Douglas Isle of Man IM99 1RZ
Receiving Agent Link Asset Services Corporate Actions The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Page 37 PART 1 INFORMATION ON THE COMPANY
1 Introduction
The Company is a closed-ended investment company incorporated and registered in the Isle of Man on 28 February 2019.
Ordinary Shares are available to investors through the Initial Placing at €10.00 per Ordinary Share.
The Company has appointed Sturgeon Capital as its Investment Manager to provide discretionary investment management services to the Company. The Investment Manager shall manage the investment and re-investment of the Company's assets and monitor the performance of the Company's investments in view of current investment trends and market movements. The Investment Manager is authorised and regulated by the FCA. Further information on the investment proposition and strategy of the Company is set out in Part 2 of this Prospectus.
The Investment Manager has appointed Orient Securities LLC as Investment Adviser to assist the Investment Manager in providing its services to the Company. Further information on the Investment Manager, the Investment Adviser and the investment team responsible for the Company’s portfolio, is set out in Part 3 of this Prospectus.
The Company has appointed FIM Capital Limited as its Risk Manager. The Risk Manager will be responsible for, inter alia, developing and implementing appropriate policies and procedures for the Company's risk management activities. In particular, the Risk Manager will supervise the management, investment and re-investment of the Company's assets undertaken by the Investment Manager and be responsible for the implementation of an appropriate, documented and regularly updated due diligence process, when investigating new investments identified by the Investment Manager on behalf of the Company. The Risk Manager is licensed by the IOMFSA and authorised and regulated by the FCA. Further information on the Risk Manager is set out in paragraph 3 of Part 3 of this Prospectus.
Application will be made to the London Stock Exchange for all of the Ordinary Shares of the Company, issued and to be issued pursuant to the Initial Placing, to be admitted to trading on the Specialist Fund Segment of the London Stock Exchange's main market for listed securities. It is expected that First Admission will become effective and that dealings for normal settlement in the Ordinary Shares will commence on 23 July 2019.
In addition, the Company is proposing to undertake a Placing Programme, further details of which are set out in Part 5 of this Prospectus.
2 Investment objective
The Company's investment objective is to deliver capital and income returns for Shareholders.
3 Investment policy
The Company will seek to achieve its investment objective principally through investment in equity and debt securities which provide exposure to the Uzbek economy.
The Company will invest predominantly in companies or other vehicles which are:
Page 38 • incorporated and registered in Uzbekistan; or
• traded on the Republican Stock Exchange "Toshkent" ("Tashkent Stock Exchange" or "TSE"); or
• incorporated outside Uzbekistan but whose business is predominantly exposed to the Uzbek economy; or
• investment funds whose investment policy is to invest predominantly in Uzbekistan.
Investee companies may be quoted or unquoted.
The Company may also invest in Uzbek government debt securities.
The Company may use derivatives for the purposes of hedging any currency risk to which the Company may be subject and may also invest in derivatives for investment purposes, including futures, options and contracts for difference. The Company does not intend to utilise derivatives or other financial instruments to increase the Company's gearing in excess of the limit set out in the borrowing policy.
Once fully invested, the Company's portfolio is expected to consist of 10 – 50 investments. The Company's investments may be highly concentrated from time to time.
The Company may hold cash on deposit or invest on a temporary basis in a range of debt securities and cash equivalent instruments, including money market funds. There is no restriction on the amount of cash or cash equivalent instruments that the Company may hold and there may be times when it is appropriate for the Company to have a significant cash position instead of being fully or near fully invested.
Investment restrictions
The Company shall seek to spread investment risk by limiting its exposure to individual investments, to particular sectors and, in respect of derivative instruments, to the creditworthiness of any one counterparty.
The Company will be subject to the following investment restrictions:
. no more than 20 per cent. of Net Assets will be invested, either directly or indirectly, in a single company or vehicle;
. no more than 40 per cent. of Gross Assets will be exposed, either directly or indirectly, to any one sector;
. in relation to any derivative instruments, no more than 10 per cent. of Net Assets may be exposed to the creditworthiness or solvency of any one counterparty; and
. in relation to cash management, the Company shall not have exposure of more than 20 per cent. of Net Assets to any one issuer or counterparty.
Each of the above restrictions will be calculated at the time of investment.
Borrowing
The Company may employ gearing of up to 30 per cent. of Net Asset Value, calculated at the time of borrowing, for capital flexibility, including for investment purposes. The Company's
Page 39 gearing is expected to primarily comprise bank borrowings but may include the use of derivative instruments.
The Board will oversee the level of gearing in the Company and will review the position with the Investment Manager on a regular basis.
Changes to the investment policy
No material change will be made to the Company's investment policy without the approval of Shareholders by ordinary resolution.
In the event of a breach of the investment policy set out above and the investment and gearing restrictions set out therein, the Investment Manager shall inform the Board upon becoming aware of the same and if the Board considers the breach to be material, notification will be made to a Regulatory Information Service.
4 Dividend policy
The Directors intend to manage the Company’s affairs to achieve Shareholder returns through capital growth rather than income. Therefore, it should not be expected that the Company will pay a significant annual dividend, if any.
5 Discount control
The Company may seek to address any significant imbalance between the supply of and demand for Ordinary Shares or C Shares in the secondary market and to manage the discount to the NAV at which its Ordinary Shares or C Shares may be trading by purchasing its own Ordinary Shares or C Shares in the market on an ad hoc basis.
A special resolution, expressed to take effect on First Admission, has been passed granting the Company authority to make market purchases of up to 14.99 per cent. of its own issued Ordinary Shares following the conclusion of the Initial Placing. The maximum price (exclusive of expenses) which may be paid for an Ordinary Share must not be more than the higher of (i) 5 per cent. above the average of the mid-market values of the Ordinary Shares for the five Business Days before the purchase is made, or (ii) that stipulated by the regulatory technical standards adopted by the EU pursuant to MAR.
A renewal of the authority to make market purchases will be sought from Shareholders at each annual general meeting of the Company. Purchases of Ordinary Shares or C Shares will be made within guidelines established from time to time by the Board. Any purchase of Ordinary Shares or C Shares would be made only out of the available cash resources of the Company. Ordinary Shares or C Shares purchased by the Company may be held in treasury or cancelled.
The exercise by the Directors of the Company’s powers to repurchase Ordinary Shares or C Shares and the timing and structure of any such purchases is entirely discretionary and no expectation or reliance should be placed on the Directors exercising such discretion.
6 The Placing Programme
The Directors may issue new Ordinary Shares and/or C Shares pursuant to the Placing Programme, further details of which are set out in Part 5 of this Prospectus.
Page 40 7 Valuation and Net Asset Value reporting
The Net Asset Value of the Company, and the Net Asset Value per Ordinary Share and, if relevant, the Net Asset Value per C Share, will be expressed in Euros and will be determined in accordance with the valuation principles and procedures from time to time adopted by the Board and notified to Shareholders, and in the absence of such adoption as aforesaid, the following valuation principles and procedures will apply.
The unaudited estimated Net Asset Value of the Company and the unaudited estimated Net Asset Value per Ordinary Share and, if relevant, the Net Asset Value per C Share will be calculated by the Administrator on a quarterly basis. Such calculations will be notified quarterly through a Regulatory Information Service and will in due course be available through the Company's website.
The Net Asset Value is the value of all assets of the Company less its liabilities to creditors (including provisions for such liabilities) determined in accordance with applicable accounting standards.
The value of the assets of the Company shall be calculated on the following bases:
. securities trading on a stock exchange or other market are to be valued generally at the last known traded price on such exchange;
. unlisted securities (other than equities) for which there is an ascertainable market value are to be valued generally at the last known bid price quoted on the principal market on which the securities are traded;
. unlisted securities (other than equities) for which there is no ascertainable market value will be valued at cost plus interest (if any) accrued from purchase to (but excluding) the relevant valuation date plus or minus the premium or discount (if any) from par value written off over the life of the security;
. unlisted equity securities for which there is no ascertainable market value will be valued initially at cost and thereafter with any reduction or increase in value (as the case may be) in a manner determined by the Directors (after consultation with the Administrator) to reflect the true value thereof. The Directors may, but are not required to, commission from third parties independent valuation reports based on International Private Equity and Venture Capital Valuation Guidelines;
. the value of shares and/or units in any investment fund shall be derived from the last NAV published by its administrator;
. the value of any derivative financial instruments traded on an exchange shall be valued at last reported trading prices. Where such instruments are traded over the counter and a traded price is available for the underlying assets they shall be valued in line with such market price by the Administrator, or in case such market price is not available, in a manner determined by the Directors to reflect the value thereof; and
. the value of any cash in hand or on deposit, bills and demand notes and accounts receivable, prepaid expenses, cash dividends and interest accrued and not yet received shall be deemed to be the full amount thereof, unless it is unlikely to be paid or received in full, in which case the value thereof shall be arrived at after
Page 41 making such discount as the Directors may consider appropriate to reflect the true value thereof.
If in any case a particular value is not ascertainable as above provided, or if the Directors shall consider that some other method of valuation better reflects the fair value of the relevant investments, then in such case the method of valuation of the relevant investment shall be such as the Directors shall determine.
For the purposes of ascertaining or obtaining any price, quotation, rate or other value referred to in the preceding paragraphs for use in determining the value of any asset, the Investment Manager shall be entitled to use the services of any reputable information or pricing service but only to the extent designated by the Directors.
Certain of the valuation methodologies noted above may not be in compliance with International Financial Reporting Standards and it is possible that for statutory reporting purposes different values for certain investments be used. This will not affect the quarterly unaudited estimated NAV calculation process, nor the calculation of fees due to the Investment Manager and other third party service providers.
Start-up expenses related to First Admission and the Initial Placing, including legal, accounting, and corporate finance advisory fees will be recognised in the Company’s financial records through equity in accordance with International Financial Reporting Standards. However, for the purposes of calculating quarterly Net Asset Values these start-up expenses will be amortised on a straight-line basis until the Company’s first financial year-end, being 31 March 2020, at which date these costs will be written down in full. Start-up expenses specific to any particular placement event, including distribution fees, are recognised fully for the purpose of quarterly Net Asset Value calculations as they occur.
The Net Asset Value of the Company will be calculated in and expressed in Euros. The value of assets or liabilities expressed in terms of currencies other than the base currency will be translated into Euro at prevailing market rates. As it relates to Uzbek Soum, the market rate used will be the bid price on a publicly available website of market quotes, such as www.cbu.uz, which is administered by The Central Bank of Uzbekistan.
The Directors may temporarily suspend the calculation, and publication, of the unaudited estimated Net Asset Value during a period when, in the opinion of the Directors:
● there are political, economic, military or monetary events or any circumstances outside the control, responsibility or power of the Board, and disposal or valuation of investments of the Company or other transactions in the ordinary course of the Company's business is not reasonably practicable without this being materially detrimental to the interests of Shareholders or if, in the opinion of the Board, the Net Asset Value cannot be fairly calculated;
● there is a breakdown of the means of communication normally employed in determining the calculation of the unaudited estimated Net Asset Value; or
● it is not reasonably practicable to determine the Net Asset Value on an accurate and timely basis.
Page 42 Any suspension in the calculation and/or communication of the unaudited estimated Net Asset Value will be notified through a Regulatory Information Service as soon as practicable after any such suspension occurs.
Valuation of Initial Portfolio and other portfolio assets
In connection with First Admission, the Company may acquire the Portfolio Shares intended to comprise the Initial Portfolio from the Non-cash Subscription Investors pursuant to the terms and conditions of the Share Purchase and Lock-up Agreements. Further information about how these Portfolio Shares will be valued is set out in paragraph 3 of Part 2 of this Prospectus.
Following First Admission, the Company may acquire further portfolio investments, including investments comprising the Target Portfolio, in consideration for the issue of Ordinary Shares and/or C Shares pursuant to the Placing Programme. Any portfolio assets acquired by the Company in consideration for the issue of Shares may be valued in accordance with the principles described in paragraph 3 of Part 2 of this Prospectus.
8 Meetings, reports and accounts
The Company intends to hold its first annual general meeting in 2020 and then hold an annual general meeting each year thereafter. The annual report and accounts of the Company will be made up to 31 March in each year with copies expected to be sent to Shareholders within the following four months. The Company will also publish unaudited half- yearly reports to 30 September with copies expected to be made available to Shareholders within the following two months.
The unaudited estimated Net Asset Value per Ordinary Share will be calculated by the Administrator on a quarterly basis and will be published on the Company's website and announced via a Regulatory Information Service. The Investment Manager intends to prepare a monthly newsletter incorporating such estimated NAV and provide an update on the portfolio and other developments, which will be made available via the Company's website.
The Company's financial statements will be prepared in accordance with International Financial Reporting Standards and reported in Euros.
9 Taxation
Potential investors are referred to Part 6 of this Prospectus for details of the taxation of the Company and of Shareholders resident for tax purposes in the Isle of Man and the UK. Investors who are in any doubt as to their tax position or who are subject to tax in jurisdictions other than the Isle of Man or the UK are strongly advised to consult their own professional advisers immediately.
Shareholders considering disposing of their Ordinary Shares are advised to consider their investment objectives and their own individual financial and tax circumstances. Shareholders who are in any doubt as to their tax position should seek professional advice from their own tax adviser.
Page 43 10 Risk factors
The Company's business is dependent on many factors and potential investors should read the whole of this Prospectus and in particular the section entitled "Risk Factors" on pages 19 to 27.
Page 44 PART 2 INVESTMENT PROPOSITION, INVESTMENT APPROACH, INITIAL PORTFOLIO AND TARGET PORTFOLIO
1 Investment Proposition
About Uzbekistan
Uzbekistan, meaning "Land of the Free", is located at the heart of Central Asia, doubly landlocked and bordered by Afghanistan, Kazakhstan, Kyrgyzstan, Tajikistan and Turkmenistan. Whilst the country has a rich history, as a result of its location on the Silk Road, its UNESCO protected heritage sites, time under Soviet rule and links to Genghis Khan, and is starting to make a name for itself as a tourist destination among European travellers, its economic development has historically been stunted by corruption and bureaucracy.
However, in recent years, Uzbekistan has taken decisive and bold steps towards reform in recognition of the need for fundamental change in order to stimulate economic growth and job creation.
In September 2016 the long serving president Islam Karimov died and his former Prime Minister, Shavkat Mirziyoyev, became the country’s new president in December 2016. With this appointment came change. Since coming to power, President Mirziyoyev has implemented a series of wide-ranging economic reforms, described more fully below, to enable Uzbekistan to take advantage of its current opportunities and realise its potential.
Reform
In February 2017, the Uzbekistan government published a "Strategy of Actions in Five Priority Areas for the Development of Uzbekistan 2017 – 2021" which set out a comprehensive programme of reform, focussed on (i) economic liberalisation; (ii) development of the social and environmental spheres; (iii) implementing constructive foreign policy; (iv) strengthening the legal system and ensuring the independence of the judiciary; and (v) good governance. According to that strategy, the key areas of focus for economic policy are a stable foreign exchange rate; modernisation of the economy; technology development; promotion of foreign direct investment and the investment climate; private property protection mechanisms; tax systems; and banking and financial services. Whilst the implementation of this strategy is ongoing, to date change has been particularly marked in areas such as the rule of law and judicial independence. According to the European Bank for Reconstruction and Development ("EBRD"), there has also been notable progress in making the government administration more transparent and accountable.
Significant steps have been taken to liberalise the foreign exchange regime. In September 2017, after a long period of multiple exchange rates, Uzbekistan liberalised its foreign currency regime, with the Uzbek Soum devaluing 48 per cent. from 4,250 to 8,100 Uzbek Soum/US Dollars overnight. The Uzbekistan government has also improved the reliability and accuracy of the country's economic statistics and the Central Bank has been given greater independence.
Uzbekistan has also begun to improve its relationships with its neighbours, including opening two new border crossings with Kazakhstan and operating its first flights in 25 years to Tajikistan in 2017. President Mirziyoyev made 29 international trips during 2017 and 2018,
Page 45 including to the US, Russia, China and France, and had made a further four visits by April 2019.
For Uzbekistan, 2019 is also the "Year of Active Investments and Social Development". Tashkent has just introduced private ownership of land and Uzbekistan has harmonised tariffs with the Eurasian Economic Union. The country has improved its position in the World Bank's 2019 Doing Business rankings from 164th to 76th and was ranked in the top 10 global improvers in the 2018 report, President Mirziyoyev has set the target of reaching the top 20 by 2022.
International investment is returning
As a result of these reforms, international financial institutions have returned to Uzbekistan.
In November 2017, the EBRD reopened its office in Tashkent and approved its first financing in the country since 2010; a $10 million loan to an agribusiness near Samarkand. The World Bank committed $1.44 billion to projects in Uzbekistan in 2018, up from almost $450 million in 2017. The ADB has committed to lending approximately $3.2 billion during 2019-2021 to support Uzbekistan’s development priorities.
In May 2018, the International Finance Corporation issued the world’s first ever international Uzbek Soum-denominated bonds on the London Stock Exchange, raising Uzbek Soum 160 billion ($20 million equivalent) in two tranches.
Standard & Poor and Moody's have assigned Uzbekistan a rating of BB- and B1 respectively, each noting a stable outlook, which puts Uzbekistan equal with countries such as Vietnam, Brazil and Georgia, and between South Africa (BB) and Turkey (B+). Previous capital controls which prevented the repatriation of profits have been lifted and full repatriation is now possible.
In February 2019, Uzbekistan issued its first sovereign Eurobond on the London Stock Exchange. Its inaugural $1 billion bond offering comprised of a $500 million 4.750 per cent. tranche due in February 2024 and a $500 million 5.375 per cent. tranche due in February 2029. The strong order book response peaked in excess of $8.5 billion, allowing Uzbekistan to proceed with a firm price revision. The issue was heavily oversubscribed and well diversified, as final books stood at $3.8 billion, with around 150 institutional investor orders.
Case studies
In the last 30 years there have been several cases of market-orientated reforms leading to sustained economic growth and some examples of this are set out below.
Poland
In 1989, the Balcerowicz Plan, widely known as “shock therapy”, aimed to quickly transform a communist economy based on central planning and state ownership into an economy with market allocation of resources and largely private ownership. The liberalisation of the economy provided opportunities for entrepreneurs to provide products and services which had previously been poor quality or unavailable.
The establishment and growth of hundreds of thousands of new private businesses generated new jobs, created significant wealth, and provided value to a wide range of customers. Private businesses, rather than restructured or privatised state enterprises, emerged as the main
Page 46 engine of reform and economic renewal in Poland. Poland’s economy witnessed a dramatic shift from a 10 per cent. contraction in 1991 to 7 per cent. growth in 1995, and Poland’s growth rate between 1991 and 2000 was the highest of all European countries formerly under Soviet control.
GDP per capita (PPP, US$) 12,000 10%
8% 10,000 6%
8,000 4%
2% 6,000 0%
4,000 -2%
-4% 2,000 -6%
0 -8% 1988 1990 1992 1994 1996 1998
GDP per capita (PPP) Growth (%)
Source: IMF, 2019
Vietnam
In 1986, Doi Moi, which translates as 'economic renovation', aimed to replace the old- fashioned centrally-planned economy with a socialist-orientated market economy, promote a multi-sectoral economy, recognise private property rights and open the door to international trade and investment. Reforms included decentralising the government, devaluing the dong, ending price controls, encouraging the establishment of private businesses and freeing markets.
The macroeconomic stabilisation brought about by Doi Moi, combined with investor expectations of continuing reforms and improvements in the investor climate, made Vietnam the largest recipient among developing countries of FDI in proportion to the size of its economy in 1994. Within a decade, Vietnam became the third-largest exporter of rice in the world, cut inflation from over 450 per cent. a year to single digits and saw tourism boom. As a result, the economy grew at an average annual rate of 7.5 per cent. in the period from 1991 to 2000.
Page 47 GDP per capita (PPP, US$) 1,800 12%
1,600 10% 1,400
1,200 8%
1,000 6% 800
600 4%
400 2% 200
- 0% 1984 1986 1988 1990 1992 1994 1996
GDP per capita (PPP) Growth (%)
Source: IMF, 2019
Georgia
Located in the same region as Uzbekistan, Georgia underwent reforms in the early 2000s. Of all the former Soviet republics, Georgia suffered most severely from the collapse of the Soviet Union; during the early 1990s, the country’s gross domestic product (GDP) fell to 15-20 per cent. of what it had been under Soviet rule. Since the "Rose Revolution" in 2003, the country’s GDP has increased more than two-fold; the total volume of bank deposits has increased more than five times and, after years of serious energy shortage, the whole country has a reliable electricity supply. Through dramatic police and institutional reforms, including firing 40,000 policemen and replacing them with 15,000 new, young, well-trained personnel, the government has eradicated low-level corruption.
The government eliminated 84 per cent. of licensing requirements in 2005 and Georgia ranked 6th in the World Bank’s 2018 Ease of Doing Business Index (above Norway, the UK and the US). Despite numerous shocks, including the global financial crisis of 2007-2008, the conflict with the Russian Federation in 2008 and the fall in commodity prices since 2014, which impacted key trading partners, the economy has grown robustly at an average annual rate of 4.5 per cent. Georgia has introduced visa free travel for a large number of countries, as well trade agreements including the Deep and Comprehensive Free Trade Area agreement with the European Union and the Free Trade Agreement with China. The World Bank forecasts real GDP growth to hover at around 5 per cent. over the medium term, with a strong pipeline of investments, gradually increasing public capital spending and improved connectivity keeping economic activity vibrant.
Page 48 GDP per capita (PPP, US$) 14,000 20%
12,000 15% 10,000
10% 8,000
6,000 5%
4,000 0% 2,000
- -5% 2003 2005 2007 2009 2011 2013 2015 2017
GDP per capita (PPP) Growth (%)
Source: IMF, 2019
In the early years of the country’s transition, the Bank of Georgia grew rapidly and its share price in dollar terms increased by 18,161 per cent. between September 2003 and mid-2007. The graphs below illustrate this growth:
Bank of Georgia Share Price (USD)
50.00
45.00
40.00
35.00
30.00
25.00
20.00
15.00
10.00
5.00
-
Share Price (USD)
Source: Based on historic share price data provided by Bank of Georgia, 2001-2011
Page 49 BoG Loans to customers
1,200 180%
160% 1,000 140%
800 120%
100% 600 80%
400 60%
40% 200 20%
- 0% 2003 2004 2005 2006 2007
Loans (mln USD) Equity (mln USD) Loan growth
Source: Based on the audited financial information of Bank of Georgia for the years 2003, 2004, 2005, 2006 and 2007
Bank of Georgia Key Financials
2003 2004 2005 2006 2007
Net Income (000s 4,269 -3,730 7,525 15,023 46,600 USD)
NIM 12% 11% 12% 9% 7%
ROA 4% -3% 3% 3% 3%
ROE 17% -13% 15% 7% 14%
Source: Based on the audited financial information of Bank of Georgia for the years 2003, 2004, 2005, 2006 and 2007
Page 50 Lessons from the European Bank for Reconstruction and Development
In its 2015-2016 Transition Report, the EBRD focused on the impact and returns of private equity investment in its remit of Central and Eastern Europe and Central Asia. The report noted that the region attracts only a small share (1 per cent.) of private equity capital invested globally, despite private equity’s potential to combine both the positive impact of FDI and the financial returns required by investors. 1,057 private equity deals with a total value of $21.4 billion were conducted in the EBRD region between 2008 and 2014. Instead of focusing on a single investment type, most private equity funds in the region invest in a combination of buyout, growth and venture capital deals, of which growth and venture capital make up the majority (76 per cent.) of deals. Private equity investments included in the analysis averaged a gross IRR of 17.7 per cent over the last two decades. A large share of the return (12.1 per cent.) is due to increases in market valuations during the period of investment, i.e. due to the timing of the investment. The most common exit route in both the EBRD region and advanced economies is via strategic sale.
The charts below show selected key economic variables, including projections based on the IMF estimates. Recent currency dynamics are also shown.
USD/UZS 9,000 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 Jul 13, 2016 Jul 13, Jul 10, 2017 Jul 10, Jul 04, 2018 Jul 04, Jan 26, Jan 26, 2017 Jan 22, Jan 22, 2018 Jan 16, Jan 16, 2019 Oct 20, Oct 20, 2016 Oct 16, Oct 16, 2017 Oct 10, Oct 10, 2018 Jun 10, 2016 10, Jun Jun 07, 2017 07, Jun Jun 01, 2018 01, Jun Apr 06, 2016 06, Apr Apr 03, 2017 03, Apr Apr 30, 2018 30, Apr Feb 23, 2018 23, Feb Mar 01, Mar 01, 2017 Mar 28, Mar 28, 2018 Dec 25, 2016 25, Dec Dec 20, 2017 20, Dec Dec 14, 2018 14, Dec Sep 18, 2016 Sep 18, Sep 13, 2017 Sep 13, Sep 07, 2018 Sep 07, Aug 16, 2016 Aug 16, Aug 11, 2017 Aug 11, Aug 06, 2018 Aug 06, Nov 22, 2016 22, Nov Nov 17, 2017 17, Nov Nov 12, 2018 12, Nov May 09, 2016 May 09, May 05, 2017 May 05, USD/UZS
Source: https://uk.investing.com/currencies/usd-uzs-historical-data
Page 51
Source: IMF, 2018
The current Uzbekistan government has disavowed past GDP growth statistics of 8 per cent. per annum. GDP in US dollars in 2017 and 2018 declined as a result of the official FX rate reset leading to a 50 per cent. devaluation of the currency. Real GDP growth in 2017 was 8.9 per cent. GDP is forecast to grow by over 5 per cent. p.a. between 2018 and 2023.
Source: IMF, General Government gross debt (per cent. of GDP), 2018
Uzbekistan government debt-to-GDP is forecast to remain between 23 - 25 per cent. until 2024.
Page 52 Looking ahead
Based on the above, and the Investment Manager's knowledge and experience of Uzbekistan, the Investment Manager believes that there are a number of investment opportunities in Uzbekistan.
There are several factors which mean Uzbekistan could experience a period of sustained economic growth as a result of the economic reforms described above.
It is a large country, with a surface area of 448,000 km2 – about the size of California or Spain and twice the size of the UK. It has a population of 32 million people, with a median age of 26.7 and 45 per cent. of the population under 25 years old. Literacy rates in the country are close to 100 per cent.
Travel to Uzbekistan looks set to increase; the number of foreign nationals who visited Uzbekistan in 2018 increased by 2.3 times compared to 2017 – 6,433,000 compared to 2,847,000 people. Last year, the number of Uzbekistan citizens who made foreign trips doubled – 13,838,600 people compared to 6,823,400 a year earlier, the Statistics Committee reported. In addition, visa-free travel has been extended to a further 45 countries in February 2019, with a simplified e-visa system put in place for other visitors.
Number of visitors to Uzbekistan (000s) 6,000
5,000
4,000
3,000
2,000
1,000
0 2010 2011 2012 2013 2014 2015 2016 2017 2018F
Source: Investment Adviser's research - data for 2010-2016 taken from "International Finance & Accounting" #3, data for 2018 based on data of Uzbekistan Customs Committee. http://tashkenttimes.uz/national/3463-number-of-visitors-to-uzbekistan-doubled-in-2018
Combined with a young, well-educated population, Uzbekistan also has plentiful natural resources. It is energy independent; with abundant gas reserves it holds the position of third- largest natural gas producer in Eurasia, behind Russia and Turkmenistan, and eighth-largest in the world. Lukoil recently commissioned its new gas processing plant at its Kandym gas field in Uzbekistan, which has annual capacity of eight billion cubic metres of gas. British
Page 53 Petroleum (BP), together with Uzbekneftegaz, is exploring promising hydrocarbon fields in Ustyurt pateau, and is reportedly interested in exploring other fields in Uzbekistan.
The Muruntau gold mine located in Uzbekistan is one of the largest open pit gold mines in the world; it produces around two million ounces of gold per annum with estimates of reserves as high as 170 million ounces. Uzbekistan produces over three million metric tonnes of cotton per year, making it the sixth largest producer globally.
Turkish bottler Coca-Cola Icecek has held discussions with the Uzbek government to explore a potential investment in Coca-Cola Ichimligi Uzbekistan, 57 per cent. of which is owned by the government. In April 2019 Georgian TBC Bank acquired a 51 per cent. stake in a leading local payment platform Payme for $5.5 million as part of its planned expansion in Uzbekistan.
The International Monetary Fund ("IMF") forecasts that Uzbekistan’s GDP will grow by 5 per cent. in 2019, having grown by 5 per cent. in 2018 and 5.3 per cent. in 2017. Inflation has spiked in the country following the devaluation and liberalisation of the currency in September 2017 and the subsequent correction in wages and prices. It peaked at 19.2 per cent. in 2018 and is forecast by the IMF to remain at around 17-18 per cent. in 2019. In response the Central Bank of Uzbekistan raised the refinancing rate to 16 per cent. in September 2018 and the IMF expects that it will continue to target inflation as its key policy objective. The government is working with the IMF to develop a prudent monetary policy, which so far has included raising the refinancing rate from 9 per cent. to 16 per cent. Inflation is forecast to come down to single digits again by 2021.
Inflation 20 18 16 14 12 10 8 6 4 2 0 2006 2010 2014 2018 2022F
Actual Projected
Source, IMF, 2018
Page 54 The ability of the economy and the government to manage the transition to a market economy is helped by the country’s low debt-to-GDP and large foreign currency reserves. The IMF forecasts that debt-to-GDP will remain between 20-25 per cent. over the next five years, as increased government spending is matched by growing GDP. At the same time, the country’s large foreign exchange reserves protect it against adverse currency events; at the end of 2017 reserves were $28 billion, equivalent to 60 per cent. GDP or 20 months of imports of goods and services.
2 Investment Approach
The Investment Manager’s investment style can best be described as being that of a value investor with a focus on a bottom-up fundamental analysis. The Investment Manager aims to invest in those businesses that have a comparative advantage by being in Uzbekistan or enjoy some form of protection and, as such, will avoid disruption from foreign competition and can actually benefit as the incumbent. The Investment Manager seeks to analyse the positive and negative effects of such changes and seeks to ascertain what this may mean in respect of corporate cash flow and profitability for a potential investee company in the future. Moreover, the Investment Manager seeks to place a greater emphasis on assessing the risks and the impact thereof of its internal predictions being wrong; considering the downside may be of greater importance than the upside.
The Investment Manager puts great emphasis on the quality and experience of an investee company's management. The success of each investment will greatly depend on the ability of the management to execute their business plan and adapt to a rapidly changing market. No investment is made without first doing primary, on the ground research on the company and its ecosystem, including meeting company management and obtaining feedback in the market place as to the company’s ability and overall reputation. On balance, the Investment Manager prefers privately-owned companies, as opposed to larger previously State-owned companies, where incentives with minority shareholders may not be as aligned and legacy issues may hinder performance. The Investment Manager takes into consideration environmental, social responsibility and corporate governance factors as part of its business and risk assessment process.
The Investment Manager typically invests with a 3 – 5-year time horizon, as it believes it is over such a period that a company can maximise growth in its underlying business. The Investment Manager will take minority or majority stakes in an investee company as seems appropriate given the company’s size, sector and stage, and expects to have a board seat for the majority of its investments. The Investment Manager will monitor investments through its team on the ground and regular visits to the country. In the event that an investment thesis proves to be wrong, or where the Investment Manager believes that an investee company has reached the end of its growth cycle, the Investment Manager, where possible, will exit its positions in full or in part. Overall, the Investment Manager expects portfolio turnover in respect of the Company will be low.
As far as the Company is concerned, the Investment Manager's main focus will be on a portfolio of private companies diversified over a range of industries. Where it considers it will be beneficial, the Investment Manager may also invest in securities that are listed on the TSE. The Investment Manager currently expects such investments on behalf of the Company to be limited in number and size, in accordance with the Company's investment policy. As the capital markets in Uzbekistan develop, there may be more opportunities to invest in high quality listed securities which the Investment Manager will consider when appropriate.
Page 55 Allocations to fixed income instruments may be expressed through liquid local fixed income funds, individual bonds and bank deposits. Such allocation by the Investment Manager may be a function of the overall exposure at a given point of time to individual equity securities, the overall outlook for the fixed market in general, or specific bonds in particular. This includes internationally listed government bonds.
3 Initial Portfolio
On First Admission, the Company may acquire the Portfolio Shares intended to comprise the Initial Portfolio pursuant to the terms and conditions of the Share Purchase and Lock-up Agreements in consideration for the issue of Consideration Shares to the Non-cash Subscription Investors. A summary of the terms and conditions of the Share Purchase and Lock-up Agreements is set out in paragraph 7.7 of Part 7 of this Prospectus.
At First Admission, the Company's portfolio is expected to consist of two investments with an unaudited aggregate valuation of approximately €5,403,171 based on a spot exchange rate of 1.1200 EUR-USD and a spot exchange rate of 1.1137 EUR-CHF as at the Business Day prior to the publication of this Prospectus.
The table below sets out certain summary information relating to the Portfolio Shares to be acquired by the Company at First Admission, including the names of the underlying companies and the percentage of the Company's Net Asset Value that the Portfolio Shares will comprise at First Admission.
The Portfolio Shares are shares in companies that are incorporated outside of Uzbekistan but whose business is predominantly exposed to Uzbekistan.
% of Number of % of % of NAV NAV Investee shares to be Value of swap investee Sector excluding includi company acquired by the (EUR)* company to cash ng Company be acquired cash**
Seide Ltd Hold Co 2,150 446,259 16.600 8.26 0.91
Orient Swiss Hold Co 47,366 4,956,912 13.800 91.74 10.15 SA
* Based on a spot exchange rate of 1.1200 EUR-USD and a spot exchange rate of 1.1137 EUR-CHF as at the Business Day prior to the publication of this Prospectus. ** Assuming Gross Proceeds of €50 million are raised pursuant to the Initial Placing.
Page 56 3.1 Portfolio Shares
A brief description of each of the underlying companies in which the Portfolio Shares are held is set out below. This information has been sourced from third parties. The Company confirms that such information has been accurately reproduced and, so far as it is aware and has been able to ascertain from the information published by those third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. However, the Company has taken no steps to further verify this information.
Seide Ltd
Seide Ltd is a holding company incorporated in England and Wales that was founded with the objective to invest in online marketplaces in developing markets. Currently, Seide has two verticals in Uzbekistan through its subsidiary Seide International, which are aimed at addressing the high value internet vertical of real estate and auto. Total residential sales in Tashkent alone are estimated to be $1.5 billion per annum with the majority of transactions still taking place offline through illegal middlemen or word-of-mouth. Total auto sales nationally are approximately $3 billion, $500 million of which is based in Tashkent, with most sales handled by unofficial dealers in a highly inefficient and decentralised marketplace. Uzbekistan has favourable demographics for online verticals to grow, with the largest population in Central Asia and 45 per cent. of the population below 25 years old.
Both the auto and real estate verticals are proven business models in other developed and emerging markets. Seide’s board has prominent expertise in technology business development and the local team has strong country and IT experience. Its current verticals both have web, mobile and telegram bot applications, with a revenue model based on subscription plans, premium services and banner revenues. Given the informal and inefficient nature of both the auto and real estate markets in Uzbekistan, online verticals can grow market share by offering a transparent and efficient marketplace for buyers and sellers. Current government reforms to reduce the black-market share of the economy can act as a catalyst for growth in these verticals. The Investment Manager and Clemente Cappello, in his individual capacity, have been investors in Seide Ltd since its incorporation.
Orient Swiss SA
Orient Swiss SA is a Swiss holding company that invests in online marketplaces in the Silk Road. In a total addressable market of more than 140 million there is currently little to no competition for either cross border B2C (business to consumer) or B2B (business to business) marketplaces. This is the result of several challenges, including the difficulty of last miles deliveries, the instability of local markets and the low base of e-commerce activity in the region. GDP per capita growth, increased internet and smartphone penetration and improving regional ties are all reducing the effect of these challenges and increasing the opportunity for such online marketplaces. China’s Belt and Road Initiative is also serving as an external catalyst for regional trade.
Currently, Orient Swiss SA has two subsidiaries: a B2B (business to business) platform – ZoodMall Pro; and a B2C (business to customer) platform – ZoodMall. ZoodMall Pro works with SME buyers and sellers wanting to do business in the Silk Road region by providing a platform to generate business leads, online sales and product promotion. ZoodMall allows producers to sell directly to consumers via product listing and international trading with a
Page 57 payment guarantee in Silk Road countries. The company is one of the top five most downloaded shopping apps in each of the markets that it operates, after only a few months of going fully live, and plans to expand in to the remaining countries in the region over the next 12 – 24 months. Uzbekistan forms a major part of Orient Swiss SA's business and, with the largest population in the region, it will continue to be an important market for the company as it grows. The company’s founder is a talented entrepreneur with experience building and exiting several start-ups in Europe and the region, and has successfully raised approximately $10 million in a series of funding rounds for Orient Swiss.
The Investment Manager has been an investor in Orient Swiss since its incorporation.
3.2 Non-cash Subscription Investors
As referred to above, the Company will acquire the Portfolio Shares from the Non-cash Subscription Investors pursuant to the terms of the Share Purchase and Lock-up Agreements, which are summarised in paragraph 7.7 of Part 7 of this Prospectus.
Details of the Non-cash Subscription Investors in respect of the Portfolio Shares are set out in the table below.
Underlying % of shares held company in Number of in underlying Non-Cash Country of which Portfolio shares held in company Subscription incorporation / Shares are held underlying Investor establishment company
Ushanka Limited Isle of Man Seide Ltd 860 6.664
Seide Ltd 1,290 9.996 Kenford Ventures British Virgin Limited Islands Orient Swiss SA 47,366 13.800
Please refer to paragraph 8 of Part 3 of this Prospectus for details of potential conflicts of interest identified between the Company and the Non-cash Subscription Investors.
3.3 Valuation of the Portfolio Shares
The Portfolio Shares have been valued by reference to the price of shares in the relevant underlying company as at the date of such company's last capital raise.
Page 58
Underlying Value of holding at the date Number of shares company in of the company's last held by the Non- which Portfolio capital raise Non-Cash Subscription cash Subscription Shares are held Investor Investor in underlying company
Seide Ltd $199,924.00 (as at 13 Ushanka Limited 860 December 2017)
Seide Ltd $299,886.30 (as at 13 1,290 December 2017)
Kenford Ventures Limited
Orient Swiss SA CHF 5,520,512.82 (as at 14 47,366 December 2018)
There will be no independent valuation of the Portfolio Shares.
The number of Consideration Shares to be issued to each Non-cash Subscription Investor in consideration for the acquisition of the relevant Portfolio Shares by the Company shall be equal to the value of the relevant Portfolio Shares divided by the Placing Price (it being agreed that fractional entitlements shall be rounded down to the nearest whole number).
For the purposes of this calculation, the value of the Portfolio Shares shall be converted into Euros at the relevant spot exchange rate as derived from Bloomberg as at 4.30 p.m. (London time) on the date that is four Business Days prior to the date of First Admission. Therefore, the exact valuation of the Portfolio Shares will be subject to such applicable exchange rate.
3.4 First Admission
On First Admission, assuming net cash subscription proceeds of €48.85 million, it is expected that neither of the two investments comprising the Initial Portfolio will account for more than 20 per cent. of the Company's Net Asset Value:
Page 59
Valuation (€m)* % of NAV at First Investment Admission including cash**
446,259 0.91 Seide Ltd
4,956,912 10.15 Orient Swiss SA
*Based on a spot exchange rate of 1.1200 EUR-USD and a spot exchange rate of 1.1137 EUR-CHF as at the Business Day prior to the publication of this Prospectus. **Assuming Gross Proceeds of €50 million are raised pursuant to the Initial Placing.
Following First Admission, and in line with the Company's investment policy, no single investment, at the time such investment is made, will exceed 20 per cent. of the Company's Net Asset Value. This could change post-investment with changes in the respective value of the investments.
The Company reserves the right to scale back the number of Portfolio Shares to be acquired by it from the Non-cash Subscription Investors by such amount as it considers appropriate, at its discretion, in order to ensure compliance with the Company's stated investment policy at the time of First Admission and any applicable law or regulation. In particular, the Company shall have discretion to scale back the number of Portfolio Shares to be transferred to it such that the Portfolio Shares shall not constitute more than 20 per cent. of the Company's net asset value as at First Admission.
4 Target Portfolio and pipeline
The Investment Manager, on behalf of the Company, intends to invest across different sectors which it believes stand to benefit from the impact of the ongoing reforms and forecast economic growth in Uzbekistan. The Investment Manager will target best in class companies from these sectors, focusing in particular on the quality of management and alignment with minority shareholder's interests. In doing so, the Investment Manager will seek to balance the greater risk of higher return growth investments with the lower risk of income generating investments.
Target Portfolio
The Investment Manager has already commenced discussions concerning the potential acquisition by the Company of shares in a number of companies in accordance with the Company's investment objective and investment policy (the "Target Portfolio"). These acquisitions are subject to ongoing due diligence by the Investment Manager.
Set out below is a short summary of each of the underlying companies. This information has been sourced from third parties. The Company confirms that such information has been
Page 60 accurately reproduced and, so far as it is aware and has been able to ascertain from the information published by those third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. However, the Company has taken no steps to further verify this information.
JSC Universal Sugurta
JSC Universal Sugurta has been operating on the insurance market of Uzbekistan for 25 years through 14 regional affiliates and 19 branches across the country. It is one of 11 insurers in providing both voluntary insurance services and compulsory insurance services, including motor health, and senior management have extensive experience of the Uzbek insurance industry. Collected insurance premiums have been steadily growing, with a CAGR for 2013- 2018 of 34 per cent. reaching UZS 24.3 billion (approximately $3 million) in 2018. The company’s main focus and competitive advantage is in the retail insurance sector, which is expected to grow as recent reforms liberalise the financial services sector and drive more retail business through official channels. JSC Universal Sugurta owns a 9.74 per cent. stake in Universal Bank.
Alliance Leasing
Alliance Leasing was established in 2007, and since inception has financed nearly 200 leases to the total amount of approximately UZS 15 billion. The main office is based in the capital Tashkent, and its clients operate in almost all regions of Uzbekistan. The company’s borrowers are mainly SMEs operating in construction, retail, food and textile sectors. Uzbekistan’s major retail operator “Korzinka.uz” is one of the Company’s clients. A new CEO joined the company at the beginning of 2019 and the company’s focus is on developing new financing lines as the country’s construction and retail sectors grow, driven by the ongoing reforms. Alliance Leasing owns a 9.13 per cent. stake in Universal Bank.
Universal Bank
Universal Bank is a private bank that was established in 2001 in the Fergana Valley in eastern Uzbekistan, offering both corporate and retail banking services. There are 28 commercial banks in Uzbekistan including three state-owned banks, eight private banks and five foreign- owned banks; the six largest banks, all of which are either fully state-owned or majority state-owned, have a market share of 75 per cent. Since 2017, the loans to GDP ratio has increased from its historic average of 20 – 25 per cent. to over 40 per cent. Traditionally Uzbekistan was a cash-based economy, however in recent years the country and its economy have rapidly digitalised, with internet penetration now over 60 per cent. Currency liberalisation, tax reforms and other economic initiatives are all driving both economic and banking sector growth, with the black market’s share of the economy shrinking and an increasing number of transactions going through the formal banking sector.
Universal Bank is a small, dynamic bank focussed on the SME and retail sectors. It aims to differentiate itself through the quality of its digital online and mobile products, growing its high margin retail lending business to satisfy the demand from the under- and un-banked sections of the population. It has recently launched Unired, the first charge card with an overdraft facility available on a large scale to retail clients. It plans to grow loans by more than 50 per cent. in 2019 and 2020 and is targeting ROEs of 25 – 30 per cent. Historically, it was not possible for foreign entities to make a direct investment into Uzbek financial institutions. Whilst such foreign investment has now become possible it is still difficult to undertake. For this reason, the Company's investment in Universal Bank will be structured
Page 61 though its holdings in JSC Universal Sugurta and Alliance Leasing. Through its investments in JSC Universal Sugurta and Alliance Leasing, the Company will have an indirect stake in Universal Bank of 11.085 per cent.
Niche agribusiness
As referred to above, the Uzbekistan government has identified agricultural exports as a key growth driver in connection with its "Strategy of Actions in Five Priority Areas for the Development of Uzbekistan 2017 – 2021" and has cut revenue tax and VAT to 0 per cent. for export sales. This niche agribusiness produces vacuum-packed vegetables primarily for export to Russia. According to the company, Uzbekistan has a competitive advantage for agricultural projects, as a result of an above global average number of days of sunlight per year and a geographical proximity to both Asian and Russian/European markets. In 2018 the company sold 1.65 million cobs to Russia generating nearly $1 million in export sales, selling 28 trucks of 60,000 cobs in total to the Russian food retailers X5 Retail Group, Monetka and Magnit. The company’s net margin for 2018 was approximately 35 per cent. DAP Moscow.
The company is seeking a $5 million investment to increase capacity to around 15 million cobs per annum, streamline manufacturing, reduce input costs and introduce new technologies. The company has been approached by its customers to sell directly, which, combined with cost efficiencies and recent tax reforms, the company claims will increase its net margin to more than 50 per cent. DAP Moscow. Going forward the company would like to add additional product lines to utilise capacity year-round and to expand into additional export markets.
Logistics and fulfilment centre
Increased regional trade is driving an increase in demand for delivery services and the logistics centres required to process these goods. China's Belt and Road Initiative is reducing the cost of business in the region, and promoting increased international trade passing through Uzbekistan.
Established in 2009, this company provides postal and delivery services within Uzbekistan, covering all 14 regions of the country. Its client base includes over 1,500 companies (including multinationals Hyundai, FedEx, Samsung and Schlumberger) and 57,000 individuals. Its parent company is a large trading group that has experience in importing and distributing a range of raw materials and finished products.
This company requires investment to build a logistics centre on the outskirts of Tashkent which will focus on B2B distribution of high-volume goods and materials. The investment required is $8 million, for which the parent company and another international partner will provide 50 per cent. of the capital. The facility will provide delivery, logistics and storage services for its clients. The total cargo processing capacity will be 100,000 tonnes per annum and this investment is expected to create 250 jobs. In addition to this investment opportunity, the company is planning to build the first high-tech fulfilment centre of Uzbekistan compatible with major online retailers. The focus of this project is on the retail market and will allow companies same-day delivery in Tashkent and next day in the regions.
Page 62 Retail SAAS start-up
The Uzbekistan government is working on a project for all businesses to send online receipts to the State Tax committee, which will require all companies to use software provided by companies such as this for their record keeping, a clear catalyst for this business. This "software as a service" (SAAS) start-up is focussed on automating routine work for retailers to improve the efficiency of day to day business and increase owners' understanding of sales and customer trends. 70 per cent. of the retail market in Uzbekistan still relies on paper or excel for basic processes, and the rest mainly use old-fashioned and cumbersome technology. This company's value proposition for their clients is to save more (up to 30 per cent. stock management improvements), sell more (up to 25 per cent. increase in online and offline sales) and make more (up to 40 per cent. time saving on processes). Their product includes process automation, CRM, analytics, e-commerce, financial services and integrations.
The company's management has extensive experience working for the major mobile operators in Uzbekistan and abroad. It is seeking an investment of $130,000 to allow the business to expand and continue to capture market share from its competitors. They added 10 new clients in February 2019, 14 in March 2019 and 18 in April 2019, bringing the total number of clients to 74 at the end of April 2019; the company estimates that average annual revenue per client is $300, depending on their size, and that within the fashion retail market alone they can generate $3 million annually from their SAAS. Alongside the software they provide currently they plan to add a financial services product, providing customer loans and credit scoring for banks. The nearest comparable international company is Square in the US.
Microfinance start-up
The Uzbek microfinance market is the least developed in the Central Asian region in terms of assets, capital and market penetration. Existing microfinance institutions cover only 3 per cent. of demand and with the World Bank estimating that the capital demand unmet by formal microfinance institutions is roughly $1.5 billion. The mobile industry in Uzbekistan has grown rapidly in the last decade, with 59 per cent. penetration currently and total sector revenues of $1.2 billion in 2017, the largest in Central Asia. It plays an important part in driving economic growth and digital and financial inclusion, as only 20 - 30 per cent. of the population use banking services and less than 5 per cent. has access to any official form of credit.
This company is targeting the undersupplied microfinance market in Uzbekistan in partnership with mobile network operators. It is currently in the process of integrating with the first mobile network operator for airtime financing loans and requires investment to roll out both airtime loans with other operators and device financing loans where it will provide software for device providers.
The company's value proposition is based on boosting the current users' average revenue per user, diversifying revenues and increasing user fidelity, which combines to grow mobile network operators' revenues by 20 – 30 per cent. For the company there is zero capex to deliver its product, with the mobile network operator financing integration at its own cost, and alongside a revenue share model across all products the company retains control of all the data on the mobile network operator's customers. The company will be able to leverage this billing data with third party financial institutions to enable them to offer financial products to the under- and un-banked sections of the population in Uzbekistan.
Page 63 Pipeline
Whilst the above potential investments represent the Target Portfolio, the Investment Manager, together with the Investment Adviser, intends to continue to build the Company's pipeline of potential investments further to ensure that the Company has access to suitable potential investments on an ongoing basis.
In addition to the Target Portfolio, the Investment Manager, on behalf of the Company, has identified a number of further Uzbekistan related equity and securities in companies and other vehicles which meet the Company's investment objective and investment policy. These include prospective private equity investment opportunities identified through the Investment Manager's and its affiliates' extensive network and relationships.
All further investments by the Company remain subject to ongoing due diligence by the Investment Manager. Accordingly, there can be no guarantee that the potential acquisitions comprising the Target Portfolio, or any future pipeline assets, will fall within the Company's stated investment objective and investment policy or that the Company will be able to acquire all or any of the Target Portfolio or any further pipeline investments.
Page 64 PART 3 DIRECTORS, MANAGEMENT AND ADMINISTRATION
1 Directors
The Directors are responsible for the determination of the Company's investment policy and strategy and have overall responsibility for the Company's activities, including the review of investment activity and performance and the control and supervision of the Company's service providers. The Directors may delegate certain functions to other parties, such as the Investment Manager, the Risk Manager, the Administrator and the Registrar.
All of the Directors are non-executive. With the exception of Kiyan Zandiyeh and Graham Smith, all Directors are deemed to be independent. The Directors will meet at least four times per annum, and the audit committee will meet at least twice per annum.
The Directors are as follows:
Louis Skyner (Non-executive, Independent Chairman)
Louis Skyner is a partner in Dentons’ London and Tashkent offices with over 10 years’ experience as legal counsel in Russia and the CIS region. An undergraduate at Oxford University, Louis holds a PhD from Cambridge University and is currently Chairman of the British Uzbek Society. His current practices include oil & gas, power and advising regional governments on a range of issues. He not only represents a number of investors in Uzbekistan as their legal counsel, but also provides assistance to the Uzbek government on a wide range of issues connected with the modernisation of legislation and the improvement of the investment environment.
Umida Umarbekova (Senior Independent Non-executive Director)
Umida Umarbekova started her career in 2001 at JPMorgan Chase Bank in the Emerging Markets sales team. In 2007 she was hired by Goldman Sachs to head the FICC (Fixed Income Currency and Commodities) sales team in charge of Russia and CIS (Commonwealth of Independent States). She joined Bank of America Merrill Lynch in 2010 and stayed with them until 2017, where she was responsible for building its FICC business as well as structured lending business in the region. In May 2017, Umida set up her own company that invests in emerging markets as well as financing leading film producers. In October 2018 she was invited to sit on the board of FYZZ Facility, an independent film producer and financier. Umida has extensive industry knowledge, with over 16 years of experience in financial markets, in particular in the region. She holds a BA (ECON) Accounting and Finance degree from Manchester University as well as BA (ECON) International Economic Relations from Tashkent State University.
Kiyan Zandiyeh (Non-Independent Non-executive Director)
Please refer to paragraph 2 below for Kiyan Zandiyeh's biography.
Graham Smith (Non-Independent Non-executive Director)
Graham Smith is a graduate of Cambridge University and a chartered accountant. He has over thirty-five years’ financial management experience, primarily in the life assurance and investment funds sectors, spanning privately held companies and major blue chip
Page 65 companies. He has been an employee of FIM Capital, the Company’s Administrator and Risk Manager, since 2007, was appointed as a director in 2010 and CEO in 2017. He serves on the board of a number of companies, both quoted and private, many of which invest in emerging markets.
2 Investment Manager
The Investment Manager was incorporated on 27 October 2010 with registered number 07421440 under the laws of England and Wales. The Investment Manager is authorised and regulated in the conduct of its investment business in the United Kingdom by the FCA. Its principal business is to provide investment management and advisory services to clients in the United Kingdom and other parts of the world.
The Investment Manager and its predecessor companies have been managing several investment funds focused on Central Asia since 2006. Performance data for several of such funds is publicly available.
Under the terms of the Investment Management Agreement, the Investment Manager has been appointed to provide discretionary investment management services to the Company. The Investment Manager has also agreed to assist the Company to procure subscribers for the Shares in connection with the Initial Placing and the Placing Programme. The appointment of the Investment Manager may be terminated by either party upon not less than six months’ written notice, save that such notice may not be given earlier than the seventh anniversary of First Admission, and may be terminated by either party at any time in certain other circumstances more particularly described under the summary of the Investment Management Agreement in paragraph 7.3 in Part 7 of this Prospectus.
The key individuals of the Investment Manager are:
Clemente Cappello
Founder and CIO of Sturgeon Capital, Clemente has a 12-year continuous track record of investing in the New Silk Road region and an intimate knowledge of its investment universe. He holds a degree in Business Administration and Finance from Bocconi University. Before founding Sturgeon, he worked as an analyst for Haussmann Holdings. Clemente was awarded ‘Rising Star of Hedge Funds’ in 2008 by Institutional Investor and has been quoted by the Financial Times, New York Times, Bloomberg, Fox News and other media outlets as an expert on investments in the Silk Road.
Kiyan Zandiyeh
CEO of Sturgeon Capital, Kiyan is also Portfolio Manager for Sturgeon Capital’s Alternative Strategies. Prior to joining the firm he was Head of Emerging Market Equity at Roubini Global Economics. Kiyan previously worked at the London Stock Exchange and a number of equity funds. He is a graduate of Imperial College Business School and fluent in Farsi and English.
Rustam Mursalimov
Rustam is a Senior Analyst at Sturgeon Capital. He has 8 years’ experience of investing in global emerging markets, consistently achieving strong performance. He previously was an Equity Portfolio Manager at Gazprombank Asset Management, in Moscow, and Deka Investment. Rustam holds a Master's Degree from the University of Münster, Germany. He is
Page 66 fluent in Russian, Lithuanian, German and English.
Lanna Grigoryan
Head of Operations at Sturgeon, Lanna joined the firm in February 2013, having previously worked at the IFC (part of the World Bank Group) in Washington DC. Lanna holds a BA in Literature and Languages from Yerevan University and an MBA from Imperial College Business School, majoring in Investment Management. She is fluent in Armenian, Russian and English.
Robin Butler
Robin is an Analyst at Sturgeon Capital. He joined the team in August 2018, having previously worked as an M&A analyst at Arjan Capital Ltd. Robin holds a first-class degree in Arabic and Middle Eastern History from Exeter University, and spent a year living in Iran studying Farsi. He has travelled extensively in the Middle East and Central Asia, including Uzbekistan, Tajikistan, Georgia and Turkey. Robin passed the Level I CFA exam in 2018 and will sit for Level II in 2019.
3 Risk Manager
The Company has appointed FIM Capital Limited as the Risk Manager of the Company pursuant to the Risk Management Agreement (further details of which are set out in paragraph 7.1 of Part 7 of this Prospectus).
The Risk Manager will be responsible for developing and implementing appropriate policies and procedures for the Company's risk management activities. It will supervise the management, investment and re-investment of the Company's assets undertaken by the Investment Manager and be responsible for implementing an appropriate, documented and regularly updated due diligence process, when investigating new investments identified by the Investment Manager on behalf of the Company.
Pursuant to the terms of the Risk Management Agreement, the Risk Manager and the Company have determined to appoint the Investment Manager, with effect from First Admission, to manage the Company's portfolio on a discretionary basis on the terms of the Investment Management Agreement (further details of which are set out in paragraph 7.3 of Part 7 of this Prospectus).
The Risk Manager shall also be responsible for compliance with the relevant conditions set out in the AIFMD and other applicable national implementing measures in the relevant EEA jurisdictions in the event that the Company seeks to market its Ordinary Shares to prospective investors in such jurisdictions.
The Risk Manager is registered as a company limited by shares in the Isle of Man (registered number 012651V) and is licensed by the IOMFSA and authorised and regulated by the FCA (registration number 585601). The principal place of business of the Risk Manager is IOMA House, Hope Street, Douglas, IM1 1AP, Isle of Man.
4 Investment Adviser
The Investment Manager has appointed Orient Securities as its local investment adviser in Uzbekistan.
Page 67 Orient Securities is a strategic partner of Orient Capital Management, a company registered by the Centre for Provision of Public Services under the Authority of the Ministry of Justice of the Republic of Uzbekistan (formerly the Mirzo-Ulugbek District Municipality of Tashkent City of the Republic of Uzbekistan). Orient Securities is licensed by the Agency for Development of Capital Market of the Republic of Uzbekistan (formerly the Centre for Coordination and Control over Functioning of Securities Market in Uzbekistan) to provide a full range of brokerage services relating to securities of companies that are listed on the TSE.
Orient Securities has been the Investment Manager's local partner in Uzbekistan for 8 years, and Sturgeon Holdings (a separate company wholly owned by Clemente Cappello, a director of the Investment Manager) owns 32.54 per cent. of Orient Securities, which it purchased in 2012. During this time Orient Securities has provided brokerage services for the Investment Manager's other funds, as well as on the ground research and practical assistance in investment matters. It is licensed and registered to render a full range of investment consultancy services, which includes consulting in securities markets, financial analysis, evaluation and development of financial instruments, and initial public offering and support in secondary financial markets.
The Investment Adviser team comprises of:
Alijon Ravshanov
Alijon has over 18 years of experience in investment management, with a proven record of success in private equity investments in Uzbekistan. Previously Alijon was CEO at UzOmanCapital, a private equity fund established by the State General Reserve Fund of Sultanate of Oman (75 per cent.) and Uzbek Fund for Reconstruction and Development (25 per cent.), where he completed a number of private equity transactions in manufacturing, financial services and property sectors worth more than $70 million. Prior to joining UzOmanCapital, Alijon worked at Eurasia Capital Management (ECM), an investment management firm investing and managing various assets in Central Asia and Mongolia. He holds a Bachelor’s degree in International Economics from the University of World Economy and Diplomacy (Tashkent) and Master of Science in Economics with Finance concentration from the University of North Carolina-Charlotte (USA). He is fluent in English, Russian, Uzbek, and has working knowledge of Arabic and Turkish.
Zafar Muzaffarov
Zafar works in the Investment Banking Department at Orient Securities. Before joining Orient in 2007, Zafar worked at Deutsche Kabel in Tashkent as Head of Marketing Department on Foreign Markets. Zafar holds a degree in Business Administration and Finance from Tashkent State Technical University in Tashkent (Faculty of Business Management). Zafar is fluent in Uzbek (Native), English and Russian.
Investment Advisory Agreement
The Investment Manager and the Investment Adviser have entered into the Investment Advisory Agreement dated 10 July 2019, pursuant to the terms of which the Investment Adviser has been appointed to assist the Investment Manager, where required, in advising on the management, investment and re-investment of the assets of the Company, to advise the Investment Manager on any borrowings made or proposed to be made by the Company and to assist the Investment Manager with monitoring the performance and operations of those investments and borrowings.
Page 68 The Investment Adviser's responsibilities shall include, inter alia, pro-actively seeking out and evaluating potential investments for the Company, assisting the Investment Manager on an ongoing basis in relation to advising the Company on investment trends and market movements in Uzbekistan and providing all reasonable assistance to the Investment Manager to facilitate the efficient running of the Company's affairs.
The Investment Manager shall pay to the Investment Adviser such fees as may be agreed between the parties from time to time. The Investment Advisory Agreement shall terminate immediately if the Investment Management Agreement is terminated for any reason. The Investment Advisory Agreement shall be governed by the laws of the Republic of Uzbekistan.
5 Administration of the Company
The Administrator will provide the day to day administration of the Company. The Administrator will also be responsible for the Company's general administrative functions, such as the calculation and publication of the Net Asset Value and maintenance of the Company's accounting records.
6 Custody
Under Isle of Man law, the Company is not required to appoint a custodian of its assets. However, the Company has appointed the Investment Adviser to act as its custodian in respect of its investments that are traded on the TSE, as required under Uzbek law. A summary of the Custodian Agreement is set out in paragraph 7.4 of Part 7 of this Prospectus.
It is currently anticipated that the Company's assets will be held as follows:
• Investments traded on the TSE – the Investment Adviser will act as custodian for all listed Uzbek securities acquired by the Company. In its role as custodian the Investment Adviser will register the transfer of beneficial ownership of the shares. The Company will be registered as the beneficial owner of Uzbek listed securities in its own name;
• Unlisted Uzbek investments – share certificates will be issued in the Company's name and the physical certificates will be held by the Risk Manager on the Company's behalf. Details of the Company's ownership and shareholding will be written in the underlying company's memorandum of association of unlisted investments that is registered by the relevant local municipality in Uzbekistan; and
• Non-Uzbek securities – share certificates in the Company's name will be held by the Risk Manager on the Company's behalf.
7 Fees and expenses
Formation and initial expenses
The formation and initial expenses of the Company are those which are necessary for the incorporation of the Company, First Admission and the Initial Placing. These expenses include the Receiving Agent's fees, admission fees, printing, legal and accounting fees and any other applicable expenses which will be met by the Company and paid on or around First Admission out of the gross proceeds of the Initial Placing. The expenses will be written off to capital in the Company’s first accounting period.
Page 69 The costs and expenses of the Initial Placing will be paid by the Company. Such costs and expenses are not expected to exceed approximately €1.15 million, equivalent to 2.3 per cent. of the Gross Proceeds, assuming Gross Proceeds of €50 million are raised pursuant to the Initial Placing.
Ongoing annual expenses
Ongoing annual expenses will include the following:
(i) Risk Manager
In consideration for the services to be provided to the Company by the Risk Manager, the Risk Manager shall be entitled to receive an annual fee equal to £15,000 payable quarterly in arrear. The Company shall also pay or procure payment of the Risk Manager's properly and reasonably incurred expenses in connection with the provision of its services.
(ii) Investment Manager
The Investment Manager is entitled to receive from the Company a management advisory fee of 1.75 per cent. per annum of the Net Asset Value of the Company. The management fee is payable monthly in arrear.
In addition, the Investment Manager is entitled to receive a performance fee calculated as set out below.
For these purposes:
"Adjusted NAV per Share" means the Net Asset Value per Share on the last Business Day of each Performance Period, adjusted by adding back any accrual for unpaid performance fee in respect of such Performance Period;
"Applicable ISC" means the time weighted average number of Shares in issue during the relevant Performance Period;
"Carried Forward Realised Gains" means any Realised Gains per Share from a previous Performance Period on which a performance fee has not been calculated in respect of a prior Performance Period;
"Eligible Realised Gains per Share" means:
(i) Realised Gains per Share; plus
(ii) any Carried Forward Realised Gains per Share; less
(iii) any Shortfall;
"Excess NAV per Share" shall mean the amount by which the Adjusted NAV per Share exceeds the higher of (i) the High Watermark NAV per Share; and (ii) the Hurdle;
"High Watermark NAV per Share" means the Net Asset Value per Share as at the last Business Day of the Performance Period in respect of which a performance fee
Page 70 was last paid, adding back the effect of any performance fee paid in respect of such Performance Period (or, if no performance fee has yet been earned, the Issue Price);
"Hurdle" means the Issue Price increased, from Admission, at a rate of 7 per cent. per annum, compounded annually as at the last Business Day of each Performance Period (pro-rated, in the case of the first Performance Period, from the date of Admission);
"Investment Cost" means the cost (or the relevant proportion thereof) to the Company of an Investment (including the acquisition cost and the costs and expenses to the Company of the relevant acquisition and all other costs disbursed by the Company in respect of such Investment) as recorded in the accounts of the Company;
"Issue Price" means €10.00 per Share;
"Performance Period" means (i) the period beginning on the date of Admission and ending on 31 March 2020 and (ii) each subsequent period corresponding to each accounting period of the Company;
"Realised Gains" means, in respect of each Performance Period, the sum of the following in respect of each Investment of the Company held during the relevant Performance Period:
(i) the cash proceeds of an Investment (or a part thereof) that has been realised during the relevant Performance Period, plus the fair value of any non-cash consideration received by the Company in respect of such realisation; plus
(ii) all other cash returns received by the Company in respect of that Investment during the Performance Period including, without limitation, distributions made by that Investment; less
(iii) the Investment Cost minus all cash returns received by the Company in respect of that Investment during prior Performance Periods including, without limitation, distributions made by that Investment, which shall be taken to be zero if a negative amount;
"Realised Gains per Share" means the Realised Gains divided by the Applicable ISC; and
"Shortfall" means an amount equal to Realised Gains per Share less the Excess NAV per Share, which shall be taken to be zero if a negative amount.
The Investment Manager will be entitled to a performance fee (the "Performance Fee") if, but only to the extent that, at the end of any Performance Period, the Adjusted NAV per Share exceeds the higher of (i) the High Watermark NAV per Share and (ii) the Hurdle. In such circumstances, the Performance Fee payable to the Investment Manager shall be equal to 20 per cent. of the Eligible Realised Gains per Share multiplied by the Applicable ISC. For the avoidance of doubt, any Realised Gains per Share which are not taken into account in respect of the calculation of a performance fee in respect of a Performance Period shall be carried forward to future Performance Periods, as Carried Forward Realised Gains, until such time as such
Page 71 Realised Gains per Share have been taken into account in calculating a performance fee.
The High Watermark NAV per Share and the Hurdle will be adjusted to reflect the impact on the Adjusted NAV per Share from a capital return and/or dividend and/or distribution to Shareholders at the time of such capital return and/or dividend and/or distribution, on a cent per Share basis.
The Performance Fee will be calculated on behalf of the Company by the Administrator, based on (i) the audited NAV as at the end of each Performance Period or (ii) if relevant, the unaudited NAV as at the date of termination of this Agreement.
The Performance Fee will be paid in cash, as soon as practicable, and in any event within 20 Business Days of (i) the publication of the Company's annual audited report and accounts for the relevant Performance Period or (ii) if relevant, the termination of the Investment Management Agreement.
If at any time the Company undertakes an issue by way of capitalisation of profits or reserves or an issue by way of rights or bonus or a consolidation or sub-division or reduction of capital or share premium or capital dividend or redemption of Shares or other reconstruction or adjustment relating to the share capital of the Company (or any shares, stock or securities derived therefrom or convertible thereinto) or any other amalgamation or reconstruction affecting the share capital of the Company (or any shares, stock or securities derived therefrom or convertible thereinto) (a "Potential Adjustment Event"), the Investment Manager and the Company shall discuss in good faith what adjustment would be appropriate for the purpose of these calculations.
If, within 10 Business Days, the Investment Manager and the Company have been unable to agree what adjustment should be made, the Company shall instruct the Auditors to report to the Company and to the Investment Manager regarding any adjustment which in the opinion of the Auditors shall be appropriate to be made for these purposes. It shall be the objective of the Auditors to secure that the rights of the Investment Manager to receive a Performance Fee of an amount equal to that which the Investment Manager would have received had the Potential Adjustment Event not taken place. The Company shall require the Auditors in preparing their report to consult the Investment Manager, and take its views into account in relation thereto, prior to the delivery of the final form of such report. The final report of the Auditors as to the calculation of the Performance Fee shall take effect on the basis and with effect from such time as the Auditors shall determine.
Where a report of the Auditors is required, the Company undertakes to instruct the Auditors to produce (as soon as is practicable) such report and, in doing so, the Auditors shall act as experts not arbitrators. If the Company fails to do so, then the Investment Manager shall be entitled to instruct the Auditors, as necessary. The costs of the Auditors in preparing any determinations, opinions or reports shall be borne by the Company.
If the Investment Management Agreement is terminated by the Company or the Investment Manager, and before the end of any accounting period of the Company, the Performance Fee shall be calculated and paid as though the date of termination
Page 72 were the end of a Performance Period, based on the unaudited NAV at that time, and on the basis that the performance fee shall equal:
((A-B) x C) x 20 per cent.
Where:
A is the Adjusted NAV per Share;
B is the higher of (i) the High Watermark NAV per Share and (ii) the Hurdle; and
C is the Applicable ISC.
In the event that A-B is a negative number, it shall be taken to equal zero.
If the Investment Management Agreement is terminated by the Company for cause no performance fee shall be payable on termination.
In the event of any dispute of the amount of any Performance Fee payable to the Investment Manager, the certificate of the Auditors (or, if the Auditors refuse to act, another firm of internationally recognised accountants to be appointed by the Company) acting as experts and not as arbitrators shall be final and binding and the fees of the Auditors, or other accountants appointed in accordance with this paragraph, shall be borne as they may certify.
Investment Adviser
The Investment Manager has appointed the Investment Adviser pursuant to the terms of the Investment Advisory Agreement. The Investment Manager shall pay to the Investment Manager such fees as may be agreed between the parties from time to time.
(iii) Administrator and Company Secretary
FIM Capital Limited shall be entitled to receive an annual fee of £20,000 payable quarterly in arrear, which shall increase to an annual fee of £47,500 once the Company has completed equity fundraisings in excess of £30 million. The Company shall also pay FIM Capital Limited an additional £5,000 per annum in connection with the provision of Graham Smith as a director of the Company. No separate fee will be paid to Graham Smith directly in connection with his role on the Board.
(iv) Registrar
Under the terms of the Registrar Services Agreement, the Registrar is entitled to an annual maintenance fee per Shareholder account per annum subject to a minimum annual fee. The Registrar is also entitled to certain transaction fees under the Registrar Services Agreement.
(v) Custodian
In consideration for the services to be provided to the Company by the Custodian, the Custodian shall be entitled to receive (i) a fee per purchase and sale transaction effected by the Company payable at the then-prevailing tariff rate on the date of the
Page 73 relevant transaction; and (ii) an annual fee equal to $1,000 per annum for the registration services and record keeping.
(vi) Directors
Each of the Directors is entitled to receive a fee from the Company at such rate as may be determined by the Articles. The current level of remuneration is £10,000 per annum for each Director.
All of the Directors are also entitled to be paid all reasonable expenses properly incurred by them in attending general meetings, board or committee meetings or otherwise in connection with the performance of their duties. The Board may determine that additional remuneration may be paid, from time to time, to any one or more Directors in the event such Director or Directors are requested by the Board to perform extra or special services on behalf of the Company.
In connection with Graham Smith's appointment as a director of the Company, the Administrator shall be entitled to receive £5,000 per annum for so long as Graham Smith is appointed to the Board. For the avoidance of doubt, Graham will not receive any additional fee in connection with his appointment.
Kiyan Zandiyeh will not receive a fee in connection with his appointment to the Board.
(vii) Other operational expenses
Other ongoing operational expenses (excluding fees paid to service providers as detailed above) of the Company will be borne by the Company including travel, accommodation, printing, audit, finance costs, due diligence and legal fees. All reasonable out of pocket expenses of the Administrator, the Registrar and the Directors relating to the Company will be borne by the Company.
8 Conflicts of interest
Non-exclusivity and allocation
The Investment Manager, the Investment Adviser and the Risk Manager and their respective officers and employees may be involved in other financial, investment or professional activities that may give rise to conflicts of interest with the Company. In particular, they currently provide, and expect to continue to provide, investment management, investment advice and/or other professional services in relation to a number of other companies, funds or accounts ("other clients") that may have similar investment objectives and/or policies to that of the Company and will receive fees for doing so.
As a result, the Investment Manager and the Investment Adviser may have conflicts of interest in allocating investments among the Company and their other clients and in effecting transactions between the Company and their other clients. The Investment Manager and the Investment Adviser may give advice or take action with respect to their other clients that differs from the advice given or actions taken with respect to the Company. The Investment Manager will ensure that transactions effected by it or an associate in which it or an associate has, directly or indirectly, a material interest or relationship of any description with another party, are effected on terms which are not materially less favourable to the Company than if
Page 74 the potential conflict had not existed, in accordance with the terms of the Investment Manager's Allocation Policy.
In instances where the Investment Manager chooses to aggregate an order or investment in an investment across the accounts of various clients including the Company, the Investment Manager will allocate orders and investments fairly to all clients without distinction for type, whether government or corporate. Furthermore, the Investment Manager should not aggregate an order if it is likely to work to the disadvantage of any of its clients involved.
The Investment Manager will allocate in a consistent manner across all clients, irrespective of the form or structure of remuneration that the Investment Manager receives in return for its investment advisory and/or management services. Allocations will be made on the basis of the investment objectives of the Investment Manager's clients, including the Company, and will not be affected by factors such as the short-term impact on advisory fees that making a given investment may have.
The Directors have noted that each of the Investment Manager, the Investment Adviser and the Risk Manager has other clients and have satisfied themselves that these advisers have procedures in place to address potential conflicts of interest.
Initial Portfolio and interests in transactions
The assets comprising the Initial Portfolio (as described in paragraph 3 of Part 2 of this Prospectus) have been introduced to the Company by the Investment Manager. Certain of these assets, as reflected in the descriptions above, will be acquired by the Company from, among others, (i) Sturgeon Central Asia Balanced Fund Ltd, which is a hedge fund established in Bermuda and managed by the Investment Manager, (ii) Ushanka Ltd, a holding company wholly owned by Clemente Cappello, who is also a principal at the Investment Manager and (iii) Seide Ltd, where Clemente Cappello is a director and Robin Butler has been appointed as company secretary. Consequently, the Investment Manager and certain of the principals at the Investment Manager may have a conflict of interest in effecting the transactions through which the Company acquires the Initial Portfolio.
Clemente Cappello has material interests in securities firms, including the Investment Adviser in which he has held a 32 per cent. stake since 2012 through a personal holding company. The Investment Manager may, at its discretion, execute transactions on behalf of the Company via securities firms, including the Investment Adviser, in which it may have such material interests. The Investment Adviser has been appointed as the Company's custodian in respect of its investments in listed Uzbek securities and to provide brokerage, depositary, registration and record keeping services to the Company in respect of its investments in both listed and unlisted Uzbek securities (as may be required). Transactions through the Investment Adviser in its capacity as custodian, and transactions with other securities firms, if any take place, shall be on an arms-length basis and will be disclosed in detail in the audited annual report and accounts of the Company.
Subscription for Shares
Employees and related parties of the Investment Manager are required to seek the consent of Lanna Grigoryan in her capacity as compliance officer of the Investment Manager, for any personal account dealings in the Company's Ordinary Shares. Such personal account dealings in so far as they relate to direct dealings in Uzbek and/or Central Asian securities are strongly discouraged. However, investments in the funds managed by the Investment Manager are
Page 75 encouraged. The Investment Manager maintains a share dealing policy that is compliant with MAR.
9 Corporate governance
The Board has considered the principles and provisions of the AIC Code. The AIC Code addresses the principles and provisions set out in the UK Corporate Governance Code, as well as setting out additional provisions on issues that are of specific relevance to the Company as an investment company.
The Board considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by the Financial Reporting Council, provides more relevant information to Shareholders.
As at the date of this Prospectus, the Company complies with the recommendations of the AIC Code and intends to continue to do so. The AIC Code is available on the AIC website (www.theaic.co.uk).
The UK Corporate Governance Code includes provisions relating to: the role of the chief executive; the appointment of a senior independent director; executive directors' remuneration; and the need for an internal audit function.
The Board considers these provisions are not relevant to the position of the Company, being an externally managed investment company with an entirely non-executive Board, and the Company does not therefore comply with them.
Umida Umarbekova has been appointed as Senior Independent Director. It is the role of the Senior Independent Director to act as a sounding board for the Chairman and as an intermediary for the other Directors and Shareholders. Led by the Senior Independent Director, the Directors will meet at least once a year, without the Chairman, to appraise the performance of the Chairman.
The Company's Audit Committee will be chaired by Umida Umarbekova and will comprise of Louis Skyner and Umida Umarbekova. The Audit Committee will meet at least twice a year. The Board considers that the members of the Audit Committee have the requisite skills and experience to fulfil the responsibilities of the Audit Committee. The Audit Committee will examine the effectiveness of the Company's control systems. It will review the half-yearly and annual reports and also receive information from the Investment Manager. It will also review the scope, results, cost effectiveness, independence and objectivity of the external auditor.
In accordance with the AIC Code, the Company has established a Management Engagement Committee which is chaired by Louis Skyner and comprises of Umida Umarbekova and Louis Skyner. The Management Engagement Committee will meet at least once a year or more often if required. Its principal duties will be to consider the terms of appointment of the Investment Manager and other service providers and it will annually review those appointments and the terms of engagement.
Page 76 PART 4 THE INITIAL PLACING
1 Introduction
The Company is seeking to raise target Gross Proceeds of €50 million, and to acquire the Initial Portfolio, through a target issue of 5 million Ordinary Shares at a price of €10.00 per Ordinary Share pursuant to the Initial Placing. The Initial Placing has not been underwritten.
The aggregate proceeds of the Initial Placing, after deduction of expenses, are expected to be approximately €48.85 million.
The Investment Manager has agreed to procure subscribers for the Ordinary Shares available under the Initial Placing pursuant to the terms of the Investment Management Agreement. Details of the Investment Management Agreement are set out in paragraph 7.3 of Part 7 of this Prospectus.
The Placing Agent has agreed to procure subscribers for the Ordinary Shares available under the Initial Placing pursuant to the terms of the Placing Agreement. Pursuant to the terms of the Placing Agreement, the Placing Agent may appoint sub-agents. Details of the Placing Agreement are set out in paragraph 7.2 of Part 7 of this Prospectus.
The Ordinary Shares are being made available under the Initial Placing at the Placing Price. The terms and conditions that shall apply to any subscription for Ordinary Shares under the Initial Placing are set out in a Subscription Letter to be provided by the Company. The latest time and date for receipt of commitments under the Initial Placing is 12.00 p.m. on 19 July 2019.
If the Initial Placing is extended, the revised timetable will be notified through a Regulatory Information Service.
The Initial Placing is conditional, inter alia, (i) on First Admission occurring by 8.00 a.m. on 23 July 2019 (or such later date, not being later than 30 August 2019, as the Company and the Investment Manager may agree); and (ii) the Minimum Net Proceeds being raised.
In the event that the Company, in consultation with the Investment Manager, wishes to waive condition (ii) referred to above, the Company will be required to publish a supplementary prospectus (including a working capital statement based on a revised minimum net proceeds figure).
If the Initial Placing does not proceed, application monies received under the Initial Placing will be returned to applicants without interest at the applicants' risk.
2 First Admission
First Admission is expected to take place at 8.00 a.m. on 23 July 2019. Where applicable, definitive share certificates in respect of the Ordinary Shares are expected to be despatched, by post at the risk of the recipients, to the relevant holders, within 14 days of allotment. The Ordinary Shares are in registered form and can also be held in uncertificated form. Prior to the despatch of definitive share certificates in respect of any Ordinary Shares which are held in certificated form, transfers of those Ordinary Shares will be certified against the Register. No temporary documents of title will be issued.
Page 77 3 CREST
CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by written instrument. The Articles permit the holding of Ordinary Shares under the CREST system. The Company has applied for the Ordinary Shares to be admitted to CREST with effect from First Admission. Accordingly, settlement of transactions in the Ordinary Shares following First Admission may take place within the CREST system if any Shareholder so wishes.
CREST is a voluntary system and Shareholders who wish to receive and retain share certificates will be able to do so. An investor applying for Ordinary Shares in the Initial Placing may elect to receive Ordinary Shares in uncertificated form if such investor is a system- member (as defined in the CREST Regulations) in relation to CREST.
4 Use of proceeds
The Directors intend to use the net proceeds of the Initial Placing, after costs and after providing for the Company’s operational expenses, to acquire investments in accordance with the Company’s investment objective and policy. The Initial Placing is being made in order to provide investors with the opportunity to invest in a diversified portfolio (as described in such investment objective and policy) through the medium of an investment company.
5 Profile of typical investor
Typical investors for whom an investment in the Company is intended are institutional, professional, professionally advised and knowledgeable investors seeking exposure to the Uzbek economy and who understand, or who have been advised of, the potential risk from investing in companies admitted to the Specialist Fund Segment.
An investment in the Company is only suitable for persons capable of evaluating the risks and merits of such an investment and who have sufficient resources to bear any loss which may result from the investment.
Potential investors should consider with care whether an investment in the Company is suitable for them in the light of their personal circumstances and the financial resources available to them. Investors who are unsure whether to invest should consider consulting a financial adviser to assess whether an investment in the Company is suitable.
FCA-authorised firms conducting designated investment business with retail customers under COB Rules are reminded that securities admitted to trading on the Specialist Fund Segment will be securities that may have characteristics such as: (i) variable levels of secondary market liquidity; (ii) sophisticated corporate structures; (iii) highly leveraged structures; and (iv) sophisticated investment propositions with concentrated risks and are therefore intended for institutional, professional and highly knowledgeable investors. The Company and its advisers not subject to the COB Rules are responsible for compliance with equivalent conduct of business or point of sale rules in the jurisdiction in which they are based or in which they are marketing the securities concerned (if applicable).
6 Overseas Persons
The attention of potential investors who are not resident in, or who are not citizens of, the UK is drawn to the paragraphs below.
Page 78 The offer of Ordinary Shares under the Initial Placing to Overseas Persons may be affected by the laws of the relevant jurisdictions. Such persons should consult their professional advisers as to whether they require any government or other consents or need to observe any applicable legal requirements to enable them to obtain Ordinary Shares under the Initial Placing. It is the responsibility of all Overseas Persons receiving this Prospectus and/or wishing to subscribe for Ordinary Shares under the Initial Placing to satisfy themselves as to full observance of the laws of the relevant territory in connection therewith, including obtaining all necessary governmental or other consents that may be required and observing all other formalities needing to be observed and paying any issue, transfer or other taxes due in such territory.
No person receiving a copy of this Prospectus in any territory other than the UK may treat the same as constituting an offer or invitation to him/her, unless in the relevant territory such an offer can lawfully be made to him/her without compliance with any further registration or other legal requirements.
Persons (including, without limitation, nominees and trustees) receiving this Prospectus should not distribute or send it to any US Person or in or into the United States or any other jurisdiction where to do so would or might contravene local securities laws or regulations. In particular, investors should note that the Company has not, and will not be, registered under the US Investment Company Act and the offer, issue and sale of the Ordinary Shares have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States.
Accordingly, the Ordinary Shares are only being offered and sold outside the United States to non-US Persons in reliance on the exemption from registration provided by Regulation S. The Ordinary Shares may not be offered, sold, pledged or otherwise transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, any US Person. Any representation to the contrary is a criminal offence in the United States and the re-offer or resale of any Ordinary Shares in the United States may constitute a violation of US law.
Investors should additionally consider the provisions set out under the heading Important Notices on page 28 of this Prospectus.
The Company reserves the right to treat as invalid any agreement to subscribe for Ordinary Shares under the Initial Placing if it appears to the Company or its agents to have been entered into in a manner that may involve a breach of the securities legislation of any jurisdiction.
Page 79 PART 5 THE PLACING PROGRAMME
1 Details of the Placing Programme
The Directors have authority to issue (i) Ordinary Shares up to an aggregate nominal amount of €7,500,000 and (ii) C Shares up to an aggregate nominal amount of €7,500,000 on a non- pre-emptive basis pursuant to the Placing Programme.
The Placing Programme is being implemented to enable the Company (i) to raise additional capital and (ii) to acquire further portfolio assets in accordance with the Company's investment objective and policy, in the period from 24 July 2019 to 9 July 2020 once the proceeds of the Initial Placing have been fully invested. The Directors intend to apply the net cash proceeds of any Subsequent Placing under the Placing Programme in making investments in accordance with the Company's investment objective and policy.
The number of Ordinary Shares and C Shares available under the Placing Programme is intended to be flexible and should not be taken as an indication of the number of Ordinary Shares to be issued. Any issues of Ordinary Shares and C Shares will be notified by the Company through a Regulatory Information Service and the Company's website, prior to each Subsequent Admission. The Placing Programme is not being underwritten.
The Placing Programme may have a number of closing dates in order to provide the Company with the ability to issue Ordinary Shares and C Shares over the duration of the Placing Programme. Ordinary Shares and C Shares may be issued under the Placing Programme, following the Initial Placing, from 8.00 a.m. on 24 July 2019 until 8.00 a.m. on 9 July 2020. Applications will be made to the London Stock Exchange for all of the Ordinary Shares and C Shares to be issued pursuant to the Placing Programme to be admitted to the Specialist Fund Segment of the London Stock Exchange's main market for listed securities. The issue of Ordinary Shares and C Shares pursuant to the Placing Programme is at the discretion of the Directors.
The costs and expenses of the Placing Programme will depend on subscriptions received but it is expected that these costs will be covered by issuing such Ordinary Shares at a premium to the prevailing Net Asset Value per Ordinary Share. The costs and expenses of any issue of C Shares pursuant to any Subsequent Placing under the Placing Programme will be paid out of the gross proceeds of such issue and will be borne by holders of C Shares only. It is not possible to ascertain the exact costs and expenses of any Subsequent Placing. The costs and expenses of any Subsequent Placing may or may not be capped in the same manner as the costs and expenses of the Initial Placing. Expected issue expenses of a Subsequent Placing of Ordinary Shares or C Shares will be announced by way of RIS announcement at the time of the relevant Subsequent Placing.
In the event that there are any significant changes affecting any of the matters described in this Prospectus or where any significant new matters have arisen after the publication of this Prospectus and prior to any Subsequent Admission of any Ordinary Shares or C Shares issued pursuant to the Placing Programme, the Company will publish a supplementary prospectus giving details of the significant change(s) or the significant new matter(s).
2 Conditions
Each allotment and issue of Ordinary Shares or C Shares under the Placing Programme,
Page 80 following the Initial Placing, is conditional, inter alia, on:
(i) the Placing Programme Price being determined by the Directors as described below;
(ii) Admission of the Ordinary Shares or C Shares, as appropriate, being issued pursuant to such issue; and
(iii) a valid supplementary prospectus being published by the Company if such is required by the Prospectus Rules.
In circumstances where these conditions are not fully met, the relevant Subsequent Placing of Ordinary Shares or C Shares pursuant to the Placing Programme will not take place.
3 Placing Programme Price
The Placing Programme Price will be determined by the Company. In respect of an issue of Ordinary Shares the Placing Programme Price shall not be less than the prevailing Net Asset Value (cum income) per Ordinary Share. However, the Company may issue Ordinary Shares pursuant to the Placing Programme at a price which is less than the then prevailing Net Asset Value per Ordinary Share where the Board considers that it is in the best interests of Shareholders to do so at the relevant time. In respect of an issue of C Shares pursuant to the Placing Programme, the Placing Programme Price shall be €100 per C Share.
In determining the Placing Programme Price, the Directors will also take into consideration, inter alia, the prevailing market conditions at that time.
The Placing Programme Price will be announced through a Regulatory Information Service as soon as is practicable in conjunction with each Subsequent Placing.
4 Dilution
If 7,500,000 Ordinary Shares are issued pursuant to the Placing Programme, and assuming that a subscriber to the Initial Placing did not participate in any of the Subsequent Placings under the Placing Programme, an investor would suffer a dilution of approximately 60 per cent. in such investor's voting control of the Company.
Voting rights may be diluted further on conversion of any C Shares issued under the Placing Programme depending on the applicable Conversion Ratio. However, it is not anticipated that there will be any dilution in the NAV per Ordinary Share as a result of any issues of Ordinary Shares and/or C Shares under the Placing Programme because such Shares will not be issued at a discount to NAV.
The potential dilutive effect of any Subsequent Placing will be communicated by a Regulatory Information Service announcement in connection with such Subsequent Placing.
5 Scaling back
In the event of oversubscription of a Subsequent Placing, applications under the Subsequent Placing will be scaled back at the Company's discretion.
6 Costs of the Placing Programme
The costs and expenses of the Placing Programme will depend on subscriptions received but it is expected that these costs will be covered by issuing such Ordinary Shares at a premium to
Page 81 the prevailing Net Asset Value per Ordinary Share. The costs and expenses of any issue of C Shares pursuant to any Subsequent Placing under the Placing Programme will be paid out of the gross proceeds of such issue and will be borne by holders of C Shares only.
7 General
Pursuant to anti-money laundering laws and regulations with which the Company must comply in the UK, the Company and its agents (and their agents) may require evidence in connection with any application for Ordinary Shares or C Shares, including further identification of the applicant(s), before any Ordinary Shares or C Shares are issued to that applicant.
8 Clearing and Settlement
Ordinary Shares and C Shares will be issued in registered form and may be held in either certificated or uncertificated form. In the case of Ordinary Shares or C Shares to be issued in uncertificated form pursuant to the Placing Programme, these will be transferred to successful applicants through the CREST system.
Where applicable, definitive share certificates in respect of the Ordinary Shares or C Shares are expected to be despatched by post, at the risk of recipients, to the relevant holders, approximately one week from the Admission of Ordinary Shares or C Shares pursuant to each Subsequent Placing. Prior to the despatch of definitive share certificates in respect of any Ordinary Shares or C Shares which are held in certificated form, transfer of those Ordinary Shares or C Shares will be certified against the Register. No temporary documents of title will be issued.
The ISIN of the Ordinary Shares is IM00BK1M4915 and the SEDOL code is BK1M491. The ISIN of the C Shares is IM00BJLFK179 and the SEDOL code is BJLFK17.
The Company does not guarantee that at any particular time market maker(s) will be willing to make a market in the Ordinary Shares or C Shares, nor does it guarantee the price at which a market will be made in the Ordinary Shares or C Shares. Accordingly, the dealing price of the Ordinary Shares or C Shares may not necessarily reflect changes in the underlying Net Asset Value per Ordinary Share or Net Asset Value per C Share.
Any Ordinary Shares or C Shares issued pursuant to the Placing Programme will rank pari passu with the Ordinary Shares or C Shares, as appropriate, then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares or C Shares by reference to a record date prior to the allotment of the relevant Ordinary Shares or C Shares, as appropriate).
9 CREST
CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by written instrument. The Articles permit the holding of Ordinary Shares and C Shares under the CREST system. The Company shall apply for the Ordinary Shares or C Shares issued under a Subsequent Placing to be admitted to CREST with effect from the relevant Admission. Accordingly, settlement of transactions in the Ordinary Shares or C Shares following the relevant Admission may take place within the CREST system if any Shareholder so wishes.
Page 82 10 Material interests
There are no interests that are material to the Placing Programme and no conflicting interests.
11 Profile of a Typical Investor
Typical investors for whom an investment in the Company is intended are institutional, professional, professionally advised and knowledgeable investors seeking exposure to the Uzbek economy and who understand, or who have been advised of, the potential risk from investing in companies admitted to the Specialist Fund Segment.
An investment in the Company is only suitable for persons capable of evaluating the risks and merits of such an investment and who have sufficient resources to bear any loss which may result from the investment.
Potential investors should consider with care whether an investment in the Company is suitable for them in the light of their personal circumstances and the financial resources available to them. Investors who are unsure whether to invest should consider consulting a financial adviser to assess whether an investment in the Company is suitable.
FCA-authorised firms conducting designated investment business with retail customers under COB Rules are reminded that securities admitted to trading on the Specialist Fund Segment will be securities that may have characteristics such as: (i) variable levels of secondary market liquidity; (ii) sophisticated corporate structures; (iii) highly leveraged structures; and (iv) sophisticated investment propositions with concentrated risks and are therefore intended for institutional, professional and highly knowledgeable investors. The Company and its advisers not subject to the COB Rules are responsible for compliance with equivalent conduct of business or point of sale rules in the jurisdiction in which they are based or in which they are marketing the securities concerned (if applicable).
12 Overseas Persons
Potential investors in any territory other than the United Kingdom should refer to the notices set out in the section entitled ''Important Information''' of this Prospectus.
The Company reserves the right to treat as invalid any agreement to subscribe for Ordinary Shares or C Shares under any Subsequent Placing if it appears to the Company or its agents to have been entered into in a manner that may involve a breach of the securities legislation of any jurisdiction.
Page 83 PART 6 TAXATION
1. UNITED KINGDOM TAXATION
The following statements are intended only as a general guide to certain UK tax considerations and do not purport to be a complete analysis of all potential UK tax consequences of acquiring, holding or disposing of Shares. They are based on current UK legislation and what is understood to be the current practice of HMRC, both of which may change, possibly with retrospective effect. They relate only to certain limited aspects of the UK tax treatment of Shareholders who are resident and domiciled for tax purposes in and only in the UK (except insofar as express reference is made to the treatment of non-UK residents), who hold their Shares as an investment (other than in a new individual savings account or self-invested pension plans) and who are the absolute beneficial owners of both the Shares and any dividends paid on them. The tax position of certain categories of Shareholders who are subject to special rules (such as persons acquiring their Shares in connection with employment, dealers in securities, insurance companies and collective investment schemes) is not considered. The statements summarise the current position and are intended as a general guide only. Prospective investors who are in any doubt as to their tax position or who may be subject to tax in a jurisdiction other than the UK are strongly recommended to consult their own professional advisors.
Taxation of dividends – individuals
The Company will not be required to withhold tax at source when paying a dividend.
UK resident individuals are entitled to a £2,000 (tax year 2019/2020) annual tax free dividend allowance. In outline, dividends received in excess of this threshold will be taxed, for the tax year 2019/2020, at 7.5 per cent. (basic rate taxpayers), 32.5 per cent. (higher rate taxpayers) and 38.1 per cent. (additional rate taxpayers).
Taxation of dividends – companies
Shareholders within the charge to United Kingdom corporation tax which are "small companies" (for the purposes of United Kingdom taxation of dividends) should not be subject to UK corporation tax on any dividends paid by the Company on the Shares.
Other Shareholders within the charge to UK corporation tax should not be subject to corporation tax on dividends paid by the Company on the Shares so long as the dividends fall within an exempt class and certain conditions are met. Although it is likely that any dividends paid by the Company on the Shares would qualify for exemption from corporation tax for other Shareholders, it should be noted that the exemption is not comprehensive and is subject to anti-avoidance rules. Shareholders should therefore consult their own professional advisers where necessary.
Taxation of chargeable gains
A disposal of Shares by a Shareholder who is resident in the UK for tax purposes may, depending on the Shareholder’s circumstances, and subject to any available exemption or relief, give rise to a chargeable gain (or allowable loss) for the purposes of UK taxation of chargeable gains.
UK resident individuals may be subject to UK capital gains tax on any chargeable gains
Page 84 realised but are, for each tax year, entitled to an exemption from UK capital gains tax for a specified amount of gains realised in that tax year. The current annual exempt amount (for tax year 2019/2020) is £12,000.
Shareholders within the charge to UK corporation tax may be subject to UK corporation tax on any chargeable gains made on disposal or deemed disposal of the Shares.
Stamp duty and stamp duty reserve tax
The following comments are intended as a guide to the general stamp duty and SDRT position and do not relate to persons such as market makers, brokers, dealers, intermediaries and persons connected with depository arrangements or clearance services, to whom special rules apply.
No UK stamp duty or SDRT will be payable on the issue of definitive share certificates representing Shares or on the crediting of Shares to stock accounts in CREST.
UK stamp duty (at the rate of 0.5 per cent of the amount of the value of the consideration for the transfer rounded up where necessary to the nearest £5) is in principle payable on any instrument of transfer of the Shares executed within the UK other than when the value of the consideration for the transfer is less than £1,000 (and does not form part of a larger transaction or series of transactions for which the aggregate consideration exceeds £1,000). There may, however, be no practical necessity to pay such stamp duty as United Kingdom stamp duty is not an assessable tax. However, an instrument of transfer which is not duly stamped cannot be used for certain official purposes in the UK; for example it will be inadmissible in evidence in civil proceedings in a UK court.
No SDRT will be payable in respect of any agreement to transfer the Shares, provided that the Shares are not registered in a register kept in the UK by or on behalf of the Company, and that the Shares are not paired with shares issued by a company incorporated in the UK.
ISAs and SIPPs
Shares acquired in the secondary market (but not Shares acquired directly under the Initial Placing and/or Subsequent Placing) should be qualifying investments for inclusion in an ISA.
For the 2019/2020 tax year ISAs have an overall subscription limit of £20,000.
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, subject to the discretion of the trustees of the SIPP.
Anti-avoidance provisions
(a) Offshore funds rules
The Company should not qualify as an ‘‘offshore fund’’ for the purposes of UK tax legislation for offshore funds. In general, a company is not an offshore fund if a reasonable investor cannot expect to be able to realise all or part of their investment on a basis calculated by reference to net asset value except on a winding-up of the Company (and there is no fixed date for such winding-up). The directors consider this to be the case and therefore the Company should not constitute an ‘‘offshore fund’’. However, it is possible that HMRC may
Page 85 take a different view and determine that the Company is an ‘‘offshore fund’’. In this case, UK resident investors may be required to treat gains realised on a disposal of shares as income rather than capital gain for UK tax purposes.
(b) Section 3 Taxation of Chargeable Gains Act 1992
The attention of Ordinary Shareholders who are resident in the UK is drawn to section 3 of the Taxation of Chargeable Gains Act 1992 (‘‘TCGA’’). If the Company is controlled by a sufficiently small number of persons such that were it resident in the UK for tax purposes it would be a ‘‘close’’ company, the provisions of section 3 TCGA may in certain circumstances have the effect of subjecting such a Shareholder to UK capital gains tax or corporation tax on chargeable gains on the proportion of any capital gain accruing to the Company that corresponds to that Shareholder’s proportionate interest in the Company. No liability under section 3 TCGA could be incurred by such a Shareholder, however, where such proportion accruing to that Shareholder together with any connected persons does not exceed one quarter of the gain.
(c) Controlled foreign company rules
The attention of Shareholders who are companies resident in the UK is drawn to the fact that the ‘‘controlled foreign companies’’ legislation contained in Part 9A of the Taxation (International and Other Provisions) Act 2010 (‘‘TIOPA’’) could apply to any company so resident that is deemed to be interested, either alone or together with certain other connected or associated persons, in 25 per cent or more of the chargeable profits of the Company arising in any accounting period, if at the same time the Company is controlled (within the meaning of Chapter 18 of Part 9A TIOPA) by companies or other persons who are resident in the UK for tax purposes. The chargeable profits of the Company for these purposes would not include any of its chargeable gains. The effect of such provisions could be to render such Shareholders liable to UK corporation tax in respect of their share of undistributed chargeable profits of the Company. However, this will apply only if the apportionment to the Shareholder, when aggregated with the apportionment to any connected or associated persons, is at least 25 per cent of the chargeable profits of the Company.
(d) Transfer of assets abroad rules
The attention of Shareholders who are individuals resident in the UK is drawn to the provisions of Chapter 2 of Part 13 of the Income Tax Act 2007. This Chapter contains anti- avoidance provisions dealing with the transfer of assets resulting in income becoming payable to persons (including companies) resident or domiciled outside the UK and may render such Shareholders liable to taxation in respect of undistributed income and profits of the Company.
2. ISLE OF MAN TAXATION
The statements set out below are intended only as a general guide to current aspects of Isle of Man taxation. The summary does not purport to be an exhaustive analysis of all potential Isle of Man tax issues. If you are in any doubt as to your tax position or if you may be subject to tax in any other jurisdiction, you are strongly recommended to consult an appropriate professional adviser.
Tax resident in the Isle of Man
Page 86 The Company is resident for taxation purposes in the Isle of Man by virtue of being incorporated in the Isle of Man.
Capital taxes in the Isle of Man
The Isle of Man has a regime for the taxation of income, but there are no capital gains taxes, stamp taxes or inheritance taxes in the Isle of Man. No Isle of Man stamp duty or stamp duty reserve tax will be payable on the issue or transfer of, or any other dealing in the Ordinary Shares.
Zero Rate of Corporate Income Tax in the Isle of Man
The standard rate of corporate income tax in the Isle of Man is zero per cent. A higher rate of tax applies to income received by a company from banking business, certain retail activities and land and property in the Isle of Man, but as the Company does not receive income from these sources, it is liable to income tax at a zero per cent rate on its profits.
Withholding taxes
The Company is not required to withhold tax from the payment of dividends to Shareholders, wherever resident.
Management and control of the Company
It is the intention of the Directors to conduct the affairs of the Company so that the management and control of the Company is not exercised elsewhere other than the Isle of Man and the Company is not resident in the UK or elsewhere for taxation purposes and so that it does not carry on any trade in the UK or elsewhere (whether or not through a permanent establishment situated there). Accordingly, the Company should not be liable for taxation by the UK or any other jurisdiction on its profits or gains, other than taxation sourced on certain income deriving from sources within that jurisdiction.
Economic Substance
Legislation introducing economic substance requirements for companies in the Isle of Man was introduced in December 2018. It applies to all companies resident for tax purposes in the Isle of Man and is effective for accounting periods commencing on or after 1 January 2019.
All resident companies that derive income from a “relevant sector” (“relevant sector companies”) will be required to demonstrate that they have adequate substance in the Isle of Man. The substance requirements will generally require that a relevant sector company:
(a) is directed and managed in the Island;
(b) has an adequate number of qualified employees in the Island;
(c) has adequate operating expenditure proportionate to the level of activity carried on in the Island;
(d) has an adequate physical presence in the Island; and
(e) conducts “core income-generating activity” in the Island.
Page 87 If a relevant sector company does not comply with the substance requirements, it will be subject to sanctions, which can include civil penalties, information sharing and, if the non- compliance continues for three or more consecutive accounting periods, being struck off the register.
As at the date of this Prospectus, the Board does not intend to engage in activities that would make the Company a relevant sector company.
Isle of Man probate
In the event of the death of a sole holder of Shares an Isle of Man grant of probate or administration may be required, in respect of which certain fees will be payable to the Isle of Man government.
3. INFORMATION REPORTING
The Isle of Man Government has signed an automatic exchange of information agreement with the US Government to implement the Foreign Account Tax Compliance Act (“FATCA”) and is also a participant in the OECD's Common Reporting Standard initiative. Legislation has been introduced in the Isle of Man to give effect to these agreements. As a result of these agreements, entities considered to be Isle of Man Financial Institutions will be required to report certain information about account holders and their financial accounts (and the controlling persons, in the case of accounts held by certain types of entities) to the Isle of Man Assessor of Income Tax on an annual basis. This information will then be provided to the tax authority of the account holder/controlling person where there is an appropriate automatic exchange mechanism in place.
It should be noted that at least 100 jurisdictions, including the Isle of Man, have joined or indicated their intention to join the Common Reporting Standard ("CRS").
The Company will be classified as a Financial Institution for the purposes of CRS and FATCA. As such, the Company may require the investor to provide additional information and/or documentation to enable it to fulfil its obligations arising under CRS/FATCA. For any corporate investors, this information may include details of their controlling persons. The Company will then be required to determine the information that needs to be reported to the Isle of Man Assessor of Income Tax.
Investors are encouraged to consult with their own tax advisers regarding their tax status and the applicability of this legislation on their investment in the Company.
The Company is not expected to invest in any US assets or invite subscriptions from US investors. However, it is expected that Shareholders may be resident for tax purposes in a number of different countries. Consequently, no attempt is made in this Prospectus to summarise the actual taxation consequences for each investor of subscribing for, buying, holding, transferring, redeeming, selling or otherwise acquiring or disposing of Shares in the Fund.
The taxation of income or capital gains received by Shareholders depends on the tax law applicable to the personal situation of each investor and/or to the place where the capital is invested and if prospective investors are unclear as to their tax position they should seek professional advice or information from specialist organisations, where available.
Page 88 The Company would be classified as a Manx Foreign Institution investment entity for CRS; and a Manx Foreign Financial Institution for FATCA.
Page 89 PART 7 ADDITIONAL INFORMATION
1 The Company, the Investment Manager and the Risk Manager
1.1 The Company was incorporated in the Isle of Man as a company limited by shares on 28 February 2019. Since its incorporation the Company has not commenced operations (other than entry into of the material contracts referred to at paragraph 7 of this Part 7), has not declared any dividend, and no financial statements have been made up. The Company is domiciled in the Isle of Man and currently has no employees.
1.2 The Company has no subsidiaries. The principal activity of the Company is to invest in accordance with its stated investment policy, with a view to achieving the Company's investment objective.
1.3 The Company operates under the Act and is not regulated. Its registered office and principal place of business is at IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP. The Company's telephone number is +44 (0)1624 681250.
1.4 As a Company with its shares admitted to trading on the Specialist Fund Segment of the London Stock Exchange's main market for listed securities, the Company will be subject to the Prospectus Rules, the Disclosure Guidance and Transparency Rules and MAR, and to the rules of the London Stock Exchange.
1.5 The Investment Manager is a limited company incorporated in England and Wales with registered number 07421440. The Investment Manager is authorised and regulated by the FCA with reference number 554051. The Investment Manager's telephone number is +44 (0)207 255 1005.
1.6 The Risk Manager is a company limited by shares incorporated in the Isle of Man with registered number 012651V. The Risk Manager is licensed by the IOMFSA and is authorised and regulated by the FCA with reference number 585601.
2 Share Capital
2.1 For the purposes of incorporation, one Ordinary Share of £1.00 par value was issued fully paid to the subscriber of the Company's memorandum of association, the Investment Manager. Pursuant to a resolution of the Board passed on 14 June 2019 and in accordance with the Company's articles of association as were in force on that date and relevant provisions of the Act, the Directors resolved to redenominate the par value of that Ordinary Share from £1.00 to €1.00.
2.2 Set out below is the issued share capital of the Company as at the date of this Prospectus:
Aggregate Nominal Number Value (€)
Ordinary Shares 1 1
Page 90 The Ordinary Share is fully paid up.
2.3 Set out below is the issued share capital of the Company as it will be following the Initial Placing assuming 5 million Ordinary Shares are issued:
Aggregate Nominal Number of Value (€) Ordinary Shares
Ordinary Shares 5,000,000 5,000,000
All Ordinary Shares will be fully paid.
2.4 By special resolutions passed on 8 July 2019:
(A) the Directors were generally and unconditionally authorised in accordance with the Articles to exercise all the powers of the Company to allot Ordinary Shares up to an aggregate nominal amount of €7,500,000 in connection with the Initial Placing, such authority to expire at the conclusion of the first annual general meeting of the Company, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the allotment of shares in pursuance of such an offer or agreement as if such authority had not expired;
(B) the Directors were generally empowered (pursuant to the Articles) to allot Ordinary Shares for cash pursuant to the authority referred to in paragraph 2.4(A) above, as if section 36 of the Act and the pre-emption rights contained in the Articles did not apply to any such allotment, provided that this authority shall expire at the conclusion of the first annual general meeting of the Company (unless previously varied or revoked by the Company at a general meeting), save that the Company may before such expiry make an offer or agreement which would or might require Ordinary Shares to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power had not expired;
(C) the Directors were generally and unconditionally authorised in accordance with the Articles to exercise all the powers of the Company to allot (i) Ordinary Shares up to an aggregate nominal amount of €7,500,000, and (ii) C Shares up to an aggregate nominal amount of €7,500,000, such authority to expire at the conclusion of the first annual general meeting of the Company, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the allotment of shares in pursuance of such an offer or agreement as if such authority had not expired; and
(D) the Directors were empowered (pursuant to the Articles) to allot Ordinary Shares and C Shares and to sell Ordinary Shares and C Shares from treasury for cash pursuant to the authority referred to in paragraph 2.4(C) above as if section 36 of the Act and the pre-emption rights contained in the Articles did not apply to any such allotment, provided that this authority shall expire at the conclusion of the first annual general meeting of the
Page 91 Company (unless previously varied or revoked by the Company at a general meeting), save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require equity securities to be allotted or sold from treasury after the expiry of such power, and the Directors may allot or sell from treasury equity securities in pursuance of such an offer or an agreement as if such power had not expired.
2.5 By ordinary resolution passed on 8 July 2019 the Company was authorised in accordance with the Articles to make market purchases (within the meaning of section 693(4) of the UK Act) of Ordinary Shares, provided that the maximum number of Ordinary Shares authorised to be purchased is 14.99 per cent. of the issued Ordinary Shares following the conclusion of the Initial Placing. The minimum price which may be paid for an Ordinary Share is €1.00. The maximum price which may be paid for an Ordinary Share shall be the higher of (i) 5 per cent. above the average of the mid-market values of the Ordinary Shares for the five Business Days before the purchase is made or (ii) the higher of the price of the last independent trade and the highest current independent bid as stipulated by the Regulatory Technical Standards adopted by the European Commission pursuant to Article 5 (6) of MAR . Such authority will expire on the earlier of the conclusion of the first annual general meeting of the Company and the date 18 months after the date on which the resolution was passed save that the Company may contract to purchase its Ordinary Shares under the authority thereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority and may purchase its Ordinary Shares in pursuance of such contract.
2.5 In accordance with the authority referred to in paragraph 2.4(A) above, it is expected that the Ordinary Shares in respect of the Initial Placing will be allotted pursuant to a resolution of the Board to be passed on or around 19 July 2019, conditional upon First Admission. It is also expected that the Ordinary Shares to be issued pursuant to the Placing Programme will be allotted (conditionally upon the relevant Admission) pursuant to resolutions of the Board to be passed shortly before each relevant Admission.
2.6 The provisions of the Articles (which, to the extent not disapplied pursuant to article 6.2 of the Articles or by special resolution of the Company, confer on Shareholders rights of pre-emption in respect of the allotment or sale of equity securities for cash) shall apply to any unissued share capital of the Company, except to the extent disapplied by the resolutions referred to in paragraphs 2.4(B) and 2.4(D) above or as otherwise state in article 6 of the Articles.
2.7 Save as disclosed in this paragraph 2, since the date of its incorporation (i) there has been no alteration in the share capital of the Company, (ii) no share or loan capital of the Company has been issued or agreed to be issued, or is now proposed to be issued for cash or any other consideration and (iii) no commissions, discounts, brokerages or other special terms have been granted by the Company in connection with the issue or sale of any such capital and no share or loan capital of the Company is under option or agreed, conditionally or unconditionally, to be put under option.
Page 92 2.8 The Ordinary Shares, expected to be issued on 23 July 2019, will be in registered form. Temporary documents of title will not be issued. The ISIN of the Ordinary Shares is IM00BK1M4915.
3 Articles of Association
A summary of the main provisions of the Articles are set out below.
3.1 Power and capacity
The Company has unlimited capacity to carry on or to undertake any business or activity, to do, or to be subject to, any act or to enter into any transaction.
3.2 Resolution thresholds
The Act does not distinguish between ordinary and special resolutions of shareholders, however the Articles provide for a regime of ordinary resolutions (requiring approval of a simple majority) and special resolutions (requiring approval of an enhanced majority of at least 75 per cent.) of shareholders who (being entitled to do so) vote in person or by proxy at a general meeting of the Company.
3.3 Amendment of the Memorandum and Articles
The Company may by special resolution amend the Memorandum and Articles in any manner permitted by the Act.
3.4 Allotment of securities and pre-emption rights
The Articles provide that, subject to the pre-emption rights set out in the Articles (described below), the provisions of the Act and any special rights conferred on the holders of any other shares, shares may be issued with or have attached to them such rights and restrictions as the Company may by ordinary resolution decide, or if no such resolution has been passed, as the Board may decide.
The Articles provide that any new equity securities in the capital of the Company to be issued wholly for cash shall first be offered on the same or more favourable terms to the shareholders of the Company in proportion to their existing holdings, except that such pre-emption rights shall not apply where (i) they are disapplied by special resolution; (ii) the equity securities are issued for a consideration other than cash; or (iii) the allotment of equity shares is pursuant to a grant of right to subscribe for or to convert securities into ordinary shares.
The Articles provide that any new equity securities in the capital of the Company to be issued wholly for cash shall first be offered on the same or more favourable terms to the shareholders of the Company in proportion to their existing holdings, except that such pre-emption rights shall not apply where (i) they are disapplied by special resolution; (ii) the equity securities are issued for a consideration other than cash; or (iii) the allotment of equity shares is pursuant to a grant of right to subscribe for or to convert securities into ordinary shares.
Page 93 3.5 C Shares and Deferred Shares
The rights and restrictions attaching to the C Shares and the Deferred Shares arising on their conversion are summarised below.
(I) The following definitions apply for the purposes of this paragraph 3.5 only:
Calculation Date means the earliest of the:
(i) close of business on the date to be determined by the Directors occurring not more than 10 Business Days after the day on which the Investment Manager shall have given notice to the Directors that at least 90 per cent. of the Net Proceeds (or such other percentage as the Directors and Investment Manager shall agree) shall have been invested; or
(ii) close of business on the date falling six calendar months after the allotment of the C Shares or if such a date is not a Business Day the next following Business Day; or
(iii) close of business on the day on which the Directors resolve that Force Majeure Circumstances have arisen or are imminent;
Conversion means conversion of the C Shares into Ordinary Shares and Deferred Shares in accordance with paragraph VIII below;
Conversion Date means the close of business on such Business Day as may be selected by the Directors falling not more than 10 Business Days after the Calculation Date;
Conversion Ratio is the ratio of the net asset value per C Share to the net asset value per Ordinary Share, which is calculated as:
Conversion Ratio = A ÷ B
A = C ÷ D
B = (E – C) ÷ F
Where:
C is the aggregate of the value of the assets less liabilities of the Company attributable to the C Shares as determined by the Directors in good faith on the Calculation Date in accordance with the Company's Valuation Guidelines;
D is the number of C Shares in issue on the Calculation Date;
E is the aggregate of the value of all of the assets of the Company less the liabilities of the Company as determined by the Directors in good faith on the Calculation date in accordance with the Company's Valuation Guidelines;
Page 94 F is the number of Ordinary Shares in issue on the Calculation Date (excluding any Ordinary Shares held in treasury),
provided that the Directors shall make such adjustments to the value or amount of A and B as the Auditors shall report to be appropriate having regard among other things, to the assets of the Company immediately prior to the date on which the Company first receives the Net Proceeds relating to the C Shares and/or to the reasons for the issue of the C Shares;
Deferred Shares means deferred shares of €1.00 each in the capital of the Company arising on Conversion;
Existing Ordinary Shares means the Ordinary Shares in issue immediately prior to Conversion;
Force Majeure Circumstances means (i) any political and/or economic circumstances and/or actual or anticipated changes in fiscal or other legislation which, in the reasonable opinion of the Directors, renders Conversion necessary or desirable; (ii) the issue of any proceedings challenging, or seeking to challenge, the power of the Company and/or its Directors to issue the C Shares with the rights proposed to be attached to them and/or to the persons to whom they are, and/or the terms upon which they are proposed to be issued; or (iii) the giving of notice of any general meeting of the Company at which a resolution is to be proposed to wind up the Company, whichever shall happen earliest; and
Net Proceeds means the net cash proceeds of the issue of the C Shares (after deduction of those commissions and expenses relating thereto and payable by the Company).
References to the Auditors confirming any matter should be construed to mean confirmation of their opinion as to such matter whether qualified or not.
References to ordinary shareholders, C Shareholders and deferred shareholders should be construed as references to holders for the time being of Ordinary Shares, C Shares and Deferred Shares respectively.
(II) The holders of the Ordinary Shares, the C Shares and the Deferred Shares shall, subject to the provisions of the Articles, have the following rights to be paid dividends:
(a) the Deferred Shares (to the extent that any are in issue and extant) shall entitle the holders thereof to a cumulative annual dividend at a fixed rate of one per cent. of the nominal amount thereof, the first such dividend (adjusted pro rata temporis) (the "Deferred Dividend") being payable on the date six months after the Conversion Date on which such Deferred Shares were created in accordance with paragraph VIII (the "Relevant Conversion Date") and on each anniversary of such date payable to the holders thereof on the register of members on that date as holders of Deferred Shares but shall confer no other right, save as provided
Page 95 herein, on the holders thereof to share in the profits of the Company. The Deferred Dividend shall not accrue or become payable in any way until the date six months after the Conversion Date and shall then only be payable to those holders of Deferred Shares registered in the register of members of the Company as holders of Deferred Shares on that date. It should be noted that given the proposed repurchase of the Deferred Shares as described below, it is not expected that any dividends will accrue or be paid on such shares;
(b) the C Shareholders shall be entitled to receive in that capacity such dividends as the Directors may resolve to pay out of net assets attributable to the C Shares and from income received and accrued which is attributable to the C Shares;
(c) the Ordinary Shares into which C Shares shall convert shall rank pari passu with the Existing Ordinary Shares for dividends and other distributions made or declared by reference to a record date falling after the Calculation Date; and
(d) no dividend or other distribution shall be made or paid by the Company on any of its shares (other than any Deferred Shares for the time being in issue) between the Calculation Date and the Conversion Date relating to such C Shares (both dates inclusive) and no such dividend shall be declared with a record date falling between the Calculation Date and the Conversion Date (both dates inclusive).
(III) The holders of the Ordinary Shares, the C Shares and the Deferred Shares shall, subject to the provisions of the Articles, have the following rights as to capital:
(a) the surplus capital and assets of the Company shall on a winding- up or on a return of capital (otherwise than on a purchase by the Company of any of its shares) at a time when any C Shares are for the time being in issue and prior to the Conversion Date relating to such C Shares, be applied (after having deducted therefrom an amount equivalent to (C-D) using the methods of calculation of C and D given in the definition of Conversion Ratio set out in Article 5.3, which amount shall be applied amongst the C Shareholders pro rata according to the nominal capital paid up on their holdings of C Shares), amongst the existing Ordinary Shareholders pro rata according to the nominal capital paid up on their holdings of Existing Ordinary Shares. For the purposes of this paragraph (a), the "Calculation Date" shall be such date as the liquidator may determine; and
(b) the surplus capital and assets of the Company shall on a winding- up or on a return of capital (otherwise than on a purchase by the Company of any of its shares) at a time when no C Shares are for the time being in issue be applied as follows:
Page 96 (i) first, if there are Deferred Shares in issue, in paying to the Deferred Shareholders one cent in aggregate in respect of every 1,000,000 Deferred Shares (or part thereof) of which they are respectively the holders; and
(ii) second, the surplus shall be divided amongst the Ordinary Shareholders pro rata according to the nominal capital paid up on their holdings of Ordinary Shares.
(IV) As regards voting:
(a) the C Shares shall carry the right to receive notice of and to attend and vote at any general meeting of the Company. The voting rights of holders of C Shares will be the same as that applying to Ordinary Shareholders as set out in these Articles as if the C Shares and Existing Ordinary Shares were a single class; and
(b) the Deferred Shares shall not carry any right to receive notice of nor to attend or vote at any general meeting of the Company.
(V) The following shall apply to the Deferred Shares:
(a) the C Shares shall be issued on such terms that the Deferred Shares arising upon Conversion may be repurchased by the Company in accordance with the terms set out herein;
(b) immediately upon Conversion, the Company shall repurchase all of the Deferred Shares which arise as a result of Conversion for an aggregate consideration of one cent for every 1,000,000 Deferred Shares and the notice referred to in paragraph (VIII) (b) below shall be deemed to constitute notice to each C Shareholder (and any person or persons having rights to acquire or acquiring C Shares on or after the Calculation Date) that the Deferred Shares shall be repurchased immediately upon the relevant Conversion for an aggregate consideration of one cent for each holding of 1,000,000 Deferred Shares. On repurchase, each Deferred Share shall be treated as cancelled in accordance with section 706 of the Act; and
(c) the Company shall not be obliged to: (i) issue share certificates to the deferred shareholders in respect of the Deferred Shares; or (ii) account to any deferred shareholder for the repurchase moneys in respect of such Deferred Shares.
(VI) Without prejudice to the generality of the Articles, for so long as any C Shares are for the time being in issue it shall be a special right attaching to the Existing Ordinary Shares as a class and to the C Shares as a separate class that without the sanction or consent of such holders given in accordance with the Company's Articles:
(a) no allotment or issue will be made of any security convertible into or carrying a right to subscribe for any share capital of the
Page 97 Company other than the allotment or issue of further C Shares; and
(b) no resolution of the Company shall be passed to wind-up the Company.
For the avoidance of doubt but subject to the rights or privileges attached to any other class of shares, the previous sanction of a special resolution of the holders of Existing Ordinary Shares and C Shares, as described above, shall not be required in respect of:
(i) the issue of further Ordinary Shares ranking pari passu in all respects with the Existing Ordinary Shares (otherwise than in respect of any dividend or other distribution declared, paid or made on the Existing Ordinary Shares by the issue of such further Ordinary Shares); or
(ii) the sale of any shares held as treasury shares or the purchase or redemption of any shares by the Company (whether or not such shares are to be held in treasury).
(VII) For so long as any C Shares are for the time being in issue, until Conversion of such C Shares and without prejudice to its obligations under applicable laws the Company shall:
(a) procure that the Company's records, and bank and custody accounts shall be operated so that the assets attributable to the C Shares can, at all times, be separately identified and, in particular but without prejudice to the generality of the foregoing, the Company shall, without prejudice to any obligations pursuant to applicable laws, procure that separate cash accounts, broker settlement accounts and investment ledger accounts shall be created and maintained in the books of the Company for the assets attributable to the C Shares;
(b) allocate to the assets attributable to the C Shares such proportion of the income, expenses and liabilities of the Company incurred or accrued between the date on which the Company first receives the Net Proceeds and the Calculation Date relating to such C Shares (both dates inclusive) as the Directors fairly consider to be attributable to the C Shares; and
(c) give or procure the giving of appropriate instructions to the Investment Manager to manage the Company's assets so that such undertakings can be complied with by the Company.
(VIII) The C Shares for the time being in issue shall be sub-divided and converted into Ordinary Shares and Deferred Shares on the Conversion Date in accordance with the following provisions of this paragraph VIII:
(a) the Directors shall procure that within 10 Business Days of the Calculation Date:
Page 98 (i) the Conversion Ratio as at the Calculation Date and the numbers of Ordinary Shares and Deferred Shares to which each C Shareholder shall be entitled on Conversion shall be calculated; and
(ii) the Auditors shall confirm that such calculations as have been made by the Company have, in their opinion, been performed in accordance with the Articles and are arithmetically accurate whereupon such calculations shall become final and binding on the Company and all holders of the Company's shares and any other securities issued by the Company which are convertible into the Company's shares, subject to the proviso immediately after the definition of F in paragraph I above.
(b) The Directors shall procure that, as soon as practicable following such confirmation and in any event within 10 Business Days of the Calculation Date, a notice is sent to each C Shareholder advising such C Shareholder of the Conversion Date, the Conversion Ratio and the numbers of Ordinary Shares and Deferred Shares to which such C Shareholder will be entitled on Conversion.
(c) On conversion each C Share shall automatically subdivide into 10 conversion shares of €1.00 each and such conversion shares of €1.00 each shall automatically convert into such number of Ordinary Shares and Deferred Shares as shall be necessary to ensure that, upon such Conversion being completed:
(i) the aggregate number of Ordinary Shares into which the same number of conversion shares of €1.00 each are converted equals the number of C Shares in issue on the Calculation Date multiplied by the Conversion Ratio (rounded down to the nearest whole Ordinary Share); and
(ii) each conversion share of €1.00 which does not so convert into an Ordinary Share shall convert into one Deferred Share.
(d) The Ordinary Shares and Deferred Shares arising upon Conversion shall be divided amongst the former C Shareholders pro rata according to their respective former holdings of C Shares (provided always that the Directors may deal in such manner as they think fit with fractional entitlements to Ordinary Shares and Deferred Shares arising upon Conversion including, without prejudice to the generality of the foregoing, selling any Ordinary Shares representing such fractional entitlements and retaining the proceeds for the benefit of the Company).
(e) Forthwith upon Conversion, the share certificates relating to the C Shares shall be cancelled and the Company shall issue to each former C Shareholder new certificates in respect of the Ordinary Shares which have arisen upon Conversion to which he or she is
Page 99 entitled. Share certificates in respect of the Deferred Shares will not be issued.
(f) The Directors may make such adjustments to the terms and timing of Conversion as they in their discretion consider are fair and reasonable having regard to the interests of all Shareholders.
3.6 Alteration of capital, redemption and purchase of own shares
Subject to the provisions of the Act and any rights attached to any shares, the Company may from time to time by special resolution reduce its share capital.
Whenever, as a result of any consolidation, division or subdivision of shares any shareholder would become entitled to fractions of a share, the Board may deal with the fractions as it thinks fit.
Subject to the Act and without prejudice to any rights attached to any shares, the Company may purchase or otherwise acquire its own shares for any consideration, and may cancel such shares or hold them in treasury provided the Company continues to have one member at all times.
The Company may only purchase or otherwise acquire any of its own shares if the Board are satisfied, on reasonable grounds, that immediately after such purchase, redemption or other acquisition the value of the Company’s assets will exceed its liabilities and that the Company will be able to pay its debts as they fall due.
The Company may only purchase or acquire its own shares: (i) pursuant to an offer to all shareholders which, if accepted, would leave the relative rights of the shareholders unaffected and which affords each shareholder a period of not less than 14 days within which to accept the offer; (ii) pursuant to an offer to one or more shareholders to which all shareholders have consented to in writing; (iii) by market purchases (where authorised by ordinary resolution); or (iv) by off-market purchases.
The Company may only make an offer by (ii), (iii) or (iv) if the Board pass a resolution stating that, in their opinion, the offer transaction benefits the remaining shareholders and the terms of the offer are fair and reasonable to the Company and the remaining shareholders.
3.7 Call, forfeiture, surrender, lien and untraced shares
Subject to the terms of issue of any shares, the Board may from time to time make calls on the shareholders in respect of any moneys unpaid on the shares or any class of shares held by them respectively. Each shareholder shall (subject to receiving at least 14 clear days’ notice specifying when and where payment is to be made and whether or not by instalments) be liable to pay the amount of every call so made on him as required by the notice.
If the whole of the sum payable in respect of any call is not paid on or before the day appointed for payment, the person from whom it is due and payable shall pay all reasonable costs, charges and expenses that the Company may have incurred by reason of such non-payment together with interest on the unpaid amount from the
Page 100 day appointed for payment thereof to the time of actual payment at the rate fixed by the terms of the allotment of the share or, if no rate is so fixed, at such rate, not exceeding 15 per cent. per annum, as the Board shall determine and specify in the notice of the call. The Board may waive payment of such costs, charges, expenses or interest in whole or in part.
No shareholder shall be entitled, unless the Board otherwise determines, to receive any dividend or to be present and vote at any general meeting either personally or (save as proxy for another shareholder) by proxy, or be reckoned in a quorum or to exercise any other privilege as a shareholder unless and until he shall have paid all calls for the time being due and payable on every share held by him, whether alone or jointly with any other person, together with interest and expenses (if any).
If a call or any instalment of a call remains unpaid in whole or in part after it has become due and payable, the Board may also resolve (by giving not less than 14 clear days’ notice requiring payment of the amount unpaid together with interest and costs incurred) to forfeit the shares. The forfeiture shall include all dividends or monies payable in respect of the forfeited share. The forfeited shares may be sold, re-allotted or otherwise disposed of by the Board in such manner as it determines. The Board may also accept the surrender of any share which it is in position to forfeit on such terms and conditions as may be agreed.
The Company shall have a first and paramount lien on any of its shares which are not fully paid, but only to the extent and in the circumstances permitted by law. The lien shall also extend to all distributions and other moneys from time to time declared or payable (of any amount) in respect of such share. The Board may waive any lien which has arisen and may resolve that any share shall for some limited period be exempt wholly or partially from the provisions of the Articles.
The Company may sell, in any manner determined by the Board, all or any of the shares on which the Company has a lien where (i) a sum in respect of the lien is presently payable; and (ii) such sum is not paid within 14 clear days of a written notice being served on the holder of the share(s) (or the person entitled to the share(s) by transmission) demanding payment and stating that if the notice is not complied with the share(s) will be sold.
For giving effect to any such sale, the Board may in the case of certificated shares authorise some person to execute an instrument of transfer of the shares sold in the name and on behalf of the holder or the persons entitled by transmission in favour of the purchaser or as the purchaser may direct and in the case of uncertificated shares exercise any power conferred on it by the Articles to effect a transfer of the shares.
The Company may sell at the best price reasonably obtainable any share of a shareholder who cannot be traced if, during a period of 12 years, at least three cash dividends in respect of the shares in question have become payable and no such dividend during that period has been claimed by the person entitled to it.
Page 101 3.8 Variation of rights
For so long as any C Shares are for the time being in issue, it shall be a special right attaching both to the Existing Ordinary Shares and to the C Shares for the time being as separate classes that save that with the sanction or consent of such holders given in accordance with Article 16:
(a) no allotment or issue of any security convertible into or carrying a right to subscribe for any share capital of the Company other than the allotment or issue of further C Shares shall be made, and
(b) no resolution of the Company shall be passed to wind up the Company.
For the avoidance of doubt but subject to the rights or privileges attached to any other class of shares, the previous sanction of a special resolution of the holders of Existing Ordinary Shares and C Shares shall not be required in respect of:
(a) the issue of further Ordinary Shares ranking pari passu in all respects with the Existing Ordinary Shares (otherwise than in respect of any dividend or other distribution declared, paid or made on the Existing Ordinary Shares by the issue of such further Ordinary Shares), or
(b) the sale of any shares held as treasury shares or the purchase or redemption of any shares by the Company (whether or not such shares are to be held in treasury).issued or by the purchase or redemption by the Company of its own shares.
3.9 Transfer of shares
All transfers of shares, in the case of certificated shares, shall be effected by an instrument of transfer in writing in any usual form or, in the case of uncertificated shares, without a written instrument in accordance with the Isle of Man CREST Regulations. The Board may refuse to register any transfer of a certificated share unless:
(a) it is in respect of a share which is fully paid up;
(b) it is in respect of a share on which the Company has no lien;
(c) it is in respect of only one class of shares;
(d) it is in favour of a single transferee or not more than four joint transferees; and
(e) it is delivered for registration to the Registered Agent, or such other person or place as the Board may from time to time determine, accompanied (except in the case of a transfer where a certificate has not been required to be issued) by the certificate for the shares to which it relates and/or such other evidence as the Board may reasonably require to prove the title of the transferor and the due execution by him of the transfer or, if the transfer is executed by some other person on his behalf, the authority of that person to do so, provided that where any such shares are admitted to the SFS, such refusal is in circumstances permitted by the London Stock Exchange and
Page 102 does not prevent dealings in shares of the relevant class in the Company from taking place on an open and proper basis.
3.10 Redemption
None of the Ordinary Shares or the C Shares shall be redeemable by the Company.
3.11 Disclosure of interests in shares
Each shareholder of the Company is required to comply with the notification obligations to the Company contained in Chapter 5 of the Disclosure and Transparency Rules of the UK Financial Services Authority as if the Company was a UK issuer. A shareholder must notify the Company of the percentage of its voting rights held as a shareholder or held or deemed to be held through its direct or indirect holding of financial instruments (falling within the meaning of DTR 5.3.1R(1)), or a combination of such holdings) if the percentage thresholds of those voting rights reaches, exceeds or falls below 3 per cent., 4 per cent., 5 per cent., 6 per cent., 7 per cent., 8 per cent., 9 per cent., 10 per cent. and each 1 per cent. threshold thereafter up to 100 per cent.
The Board may at any time serve an Information Notice (such terms as defined in the Articles) upon a shareholder or on any person appearing to be interested in shares held by that shareholder and if they fail to comply which such notice various sanctions, including restrictions on voting, transfer and dividend payments in respect of the relevant shares in the Articles will apply to that shareholder, as specified in the Articles. DTR 5 provides that disclosure by a Shareholder to the Company must be made within two trading days of the event giving rise to the notification requirement.
3.12 General meetings
Subject to the provisions of the Act, annual general meetings shall be held at such time and place as the Board may determine, however at least one annual general meeting shall be held in each calendar year and not more than 15 months shall pass from one annual general meeting to the next.
The quorum for a general meeting is two persons entitled to attend and to vote on the business to be transacted, each being a shareholder present in person or a proxy for a shareholder or a duly authorised representative of a corporation which is a shareholder. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business but the absence of a quorum shall not preclude the choice or appointment of a chair, which shall not be treated as part of the business of the meeting.
If, within 15 minutes (or such longer interval not exceeding one hour as the chair of the meeting in his absolute discretion thinks fit) from the time appointed for the holding of a general meeting, a quorum is not present or if, during a meeting, such a quorum ceases to be present, the meeting, if convened on the requisition of shareholders, shall be dissolved. In any other case, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such time and place as the Chair (or, in default, the Board) may
Page 103 determine not being more than 28 days after the date that the original general meeting was convened.
An annual general meeting shall be convened by not less than 21 clear days’ notice in writing. A general meeting other than an annual general meeting shall be convened by not less than 14 clear days’ notice in writing. A general meeting shall be deemed to have been duly convened if a shareholder or shareholders holding at least 90 per cent. of the voting rights in relation thereto have waived notice of the meeting.
Every notice convening a general meeting shall specify: (a) whether the meeting is an annual general meeting or any other general meeting; (b) the place, the day and the time of the meeting; (c) the general nature of the business to be transacted at the meeting; (d) if the meeting is convened to consider a special resolution, the intention to propose the resolution as such and the requisite majority for an affirmative vote; and I that a shareholder entitled to attend and vote is entitled to appoint one or more proxies to attend, speak and vote and, on a poll, vote instead of him and that a proxy need not also be a shareholder.
Notice shall be given to the shareholders (other than any who under the provisions of the Articles or of any restrictions imposed on any shares are not entitled to receive notice from the Company), to the Board and to the Auditors and if more than one for the time being, to each of them.
The Board may, for the purpose of facilitating shareholder attendance at a general meeting, or controlling the level of attendance and ensuring the safety of those attending at any place specified for the holding of a general meeting, from time to time make such arrangements as the Board shall in its absolute discretion consider to be appropriate and may from time to time vary any such arrangements in place or make new arrangements thereof. The entitlement of any shareholder or proxy to attend a general meeting at such place shall be subject to any such arrangements as may be for the time being approved by the Board.
A Director shall notwithstanding that he is not a shareholder be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares of the Company. The Chair may invite any person to attend and speak at any general meeting of the Company whom the Chair considers to be equipped with knowledge or experience of the Company’s business to assist in the deliberations of the meeting.
3.13 Voting rights
Subject to any special rights or restrictions as to voting attached to any shares by or in accordance with the Articles, on a show of hands every shareholder who is present in person or by proxy and entitled to vote has one vote and on a poll every shareholder who is present in person or by proxy and entitled to vote has one vote for every share of which he is the holder.
At any general meeting, a resolution put to a vote of the meeting shall be decided on a show of hands unless (before or immediately after the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded by:
Page 104 (a) the Chair of the meeting; or
(b) by at least five shareholders present in person or by proxy having the right to vote at the meeting; or
(c) a shareholder or shareholders present in person or by proxy representing not less than one-tenth of the voting rights of all the shareholders having the right to vote at the meeting; or
(d) a shareholder or shareholders present in person or by proxy holding shares conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right;
and a demand for a poll by a person as proxy for a shareholder shall be as valid as if the demand were made by the shareholder himself. The Chair may also demand a poll before a resolution is put to the vote on a show of hands.
Resolutions shall be put to the vote by the Chair and there shall be no requirement for the resolution to be proposed or seconded by any person.
3.14 Restrictions on voting
No shareholder shall, unless the Board otherwise determines, be entitled to vote at a general meeting or at any separate meeting of the holders of any class of shares, either in person or by proxy, in respect of any share held by him or to exercise any right as a shareholder unless all calls or other sums presently payable by him in respect of that share have been paid to the Company. In addition, any shareholder who having been served with a notice by the Company requiring such shareholder to disclose to the Board in writing within such reasonable period as may be specified in such notice, details of any past or present beneficial interest of any third party in the shares or any other interest of any kind whatsoever which a third party may have in the shares and the identity of the third party having or having had any such interest, fails to do so may be disenfranchised by service of a notice by the Board.
3.15 Appointment of Directors
Unless and until otherwise determined by the Company by ordinary resolution, the number of Directors (other than any alternate Directors) shall not be less than two and there shall be no maximum number of Directors.
Subject to the Articles, the Company may by ordinary resolution appoint a person who is willing to act to be a Director, either to fill a vacancy, or as an addition to the existing Board. Without prejudice to the power of the Company to appoint any person to be a Director pursuant to the Articles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board, but the total number of Directors shall not exceed any maximum number fixed in accordance with the Articles. Any Director so appointed shall hold office only until the next annual general meeting of the Company following such appointment and shall then be eligible for re-election.
Page 105 A Director shall not be required to hold any shares in the capital of the Company by way of qualification.
3.16 Removal of Directors
The Company may by ordinary resolution passed at a meeting called for such purpose or by written resolution consented to by shareholders holding at least 75 per cent. of the voting rights in relation thereto, remove any Director before the expiration of his period of office notwithstanding anything in the Articles or in any agreement between the Company and such Director and, without prejudice to any claim for damages which he may have for breach of any contract of service between him and the Company, may (subject to the Articles) by ordinary resolution, appoint another person who is willing to act as a Director in his place.
A Director may also be removed from office by the service on him of a notice to that effect signed by all the other Directors.
3.17 Vacation of office of Director
The office of a Director shall be vacated if:
(a) he resigns by notice in writing delivered to the Registered Agent at the registered office of the Company or tendered at a Board meeting in which event he shall vacate that office on the service of that notice on the Company or at such later time as is specified in the notice or he offers in writing to resign from his office and the Directors resolve to accept such offer; or
(b) he ceases to be a Director by virtue of any provision of the Act, is removed from office pursuant to the Articles or becomes prohibited by law from being a Director; or
(c) he becomes bankrupt, has an interim receiving order made against him, makes any arrangement or compounds with his creditors generally; or
(d) an order is made by any court of competent jurisdiction (whether in the Isle of Man, the United Kingdom or elsewhere) on the ground (howsoever formulated) of mental disorder for his detention or for the appointment of a guardian or receiver or other person to exercise powers with respect to his property or affairs or he is admitted to hospital in pursuance of an application for admission for treatment under any statute for the time being in force in the Isle of Man or the United Kingdom relating to mental disorder or, in any other territory, in pursuance of an application for admission under analogous legislation or regulations and the Board resolves that his office be vacated; or
(e) he shall be absent, without the permission of the Board from Board meetings for six consecutive months (whether or not an alternate Director appointed by him attends) and the Board resolves that his office be vacated; or
Page 106 (f) he is convicted of an indictable offence and the Directors shall resolve that it is undesirable in the interests of the Company that he remains a Director of the Company; or
(g) the conduct of that Director (whether or not concerning the affairs of the Company) is the subject of either: (i) an order declaring him to be a “disqualified person” within the meaning of the Act; or (ii) an investigation by the police of any jurisdiction and the Board shall resolve that it is undesirable that he remains a Director; or
(h) he has otherwise been disqualified from acting as a Director.
3.18 Executive Directors
The Board may from time to time appoint and delegate or entrust to and confer on any Director holding executive office (including a Chief Executive or Managing Director) such of its powers, authorities and discretions (with power to sub delegate) for such time, on such terms and subject to such conditions as it thinks fit, and the Board may from time to time revoke, withdraw, alter or vary all or any of such powers.
3.19 Power to appoint alternate Directors
Each Director (other than an alternate Director) may by notice in writing under his hand delivered to the Registered Agent at the registered office or, if in electronic form, received by the Registered Agent, or at a meeting of the Directors or in any other manner approved by the Board appoint any other Director or any person approved for that purpose by the Board and willing to act to be his alternate and may in like manner remove from office an alternate Director so appointed by him.
3.20 Remuneration of Directors
The Directors (other than alternate Directors) shall be entitled to receive by way of fees for their services as Directors (in addition to fees paid for employment or executive services) such sum as the Board may from time to time determine, provided that such amount shall not exceed in aggregate £200,000 per annum or such greater sum as the Company in general meeting shall from time to time determine by ordinary resolution. Any fees payable shall be distinct from any salary, remuneration or other amounts payable to a Director.
Each Director is entitled to be repaid all reasonable travelling, hotel and other expenses properly incurred by him in or about the performance of his duties as a Director, including any expenses incurred in attending meetings of the Board or any committee of the Board or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company.
The Board may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (whether by insurance or otherwise) for or to institute and maintain any institution, association, society, club, trust, fund, other establishment or profit sharing, share incentive, share purchase or employees’ share scheme calculated to advance the interests of the Company or to benefit any person
Page 107 who is or has at any time been a Director of the Company or any company which is a subsidiary company of or allied to or associated with the Company or any such subsidiary or any predecessor in business of the Company or of any such subsidiary and for any member of his family (including a spouse or former spouse) and any person who is or was dependent on him.
3.21 Directors' interests
Subject to the provisions of the Act and provided that he has made a disclosure to the Board of his interests, a Director, notwithstanding his office:
(a) may be a party to or otherwise be interested in any transaction or arrangement with the Company or in which the Company is otherwise interested;
(b) may be a director or officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested, and in any such case on such terms as to remuneration and otherwise as the Board may arrange either in addition to or in lieu of any remuneration provided for by the Articles; and
(c) shall not, by reason of his office, be liable to account to the Company for any benefit which he derives from any such office, employment, contract, arrangement, transaction or proposal or from any interest in any such body corporate; and no such contract, arrangement, transaction, proposal or arrangement shall be liable to be avoided on the grounds of any such interest or benefit.
3.22 Powers of the board
Subject to the provisions of the Act, the Articles and to any directions given by special resolution, the business of the Company shall be managed by the Board, which may exercise all the powers of the Company whether relating to the central management and control of the business, and/or the effective management of the Company, or not.
3.23 Borrowing powers
Subject to the Articles, the Board may exercise all the powers of the Company to borrow money and mortgage or charge all or part of the undertaking, property and assets (present or future) and uncalled capital of the Company and, subject to the Act, to create and issue debentures and other securities, whether outright or as collateral security for a debt, liability or obligation of the Company or of a third party.
3.24 Proceedings of Directors
Subject to the provisions of the Articles the Board may meet and regulate their proceedings as they see fit. The quorum necessary for the transaction of business may be determined by the Board but unless so determined shall be two, each being a director or alternate director. A person, who holds office as an alternate director may, if his appointor is not present, be counted in the quorum.
Page 108 Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes, the Chair of that meeting shall have a second or casting vote.
Any Director or his alternate may validly participate in a meeting of the Board or a committee of the Board through the medium of conference telephone or electronic mail or similar form of communication equipment provided that all persons participating in the meeting are able to hear and speak to each other throughout such meeting or are able to receive communications from each of the other Directors participating in the meeting. A person so participating shall be deemed to be present in person at the meeting and shall accordingly be counted in a quorum and be entitled to vote. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or if there is no group which is larger than any other group where the Chair of the meeting then is.
A resolution in writing executed by all the Directors for the time being entitled to receive notice of and to vote in a Board meeting and not being less than a quorum or by all the members of a committee of the Board for the time being entitled to receive notice of and to vote in such committee meeting and not being less than a quorum of that committee shall be as valid and effective for all purposes as a resolution duly passed at a meeting of the Board (or committee as the case may be).
3.25 Delegation to individual Directors
The Directors may entrust to and confer upon any Director holding any executive office or employment any of the powers exercisable by them as Directors with power to sub-delegate upon such terms and conditions and with such restrictions as they think fit and either collaterally with or to the exclusion of their own powers, authorities and discretions, and may from time to time revoke, withdraw, alter or vary all or any of such powers but no person dealing in good faith and without notice of the revocation or variation shall be affected by it.
Any Director with such delegated powers shall be required to update the Board at meetings of the Board as to any developments arising in connection with the delegation of such powers.
3.26 Committees
The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) for such time on such terms and subject to such conditions as it thinks fit to any committee consisting of one or more persons (whether members of the Board or not). Any committee so formed may exercise its power to sub-delegate by sub-delegating to any other committee, subject to the aforementioned restrictions on location on such committees or to any Director (whether or not a member or members of the committee).
3.27 Restrictions on Directors' voting
A Director who to his knowledge is in any way (directly or indirectly) interested in any contract, arrangement, transaction or proposal with the Company shall, forthwith after becoming aware of the fact, disclose the interest to the Board.
Page 109 Save as provided in the Articles, a Director shall not vote on or be counted in the quorum in relation to any resolution of the Board or of a committee of the Board concerning any contract, arrangement, transaction or any proposal whatsoever to which the Company is, or is to be, a party and in which he has (directly or indirectly) an interest (other than by virtue of his interests in shares or debentures or other securities of, or otherwise in or through, the Company) or a duty which conflicts with the interests of the Company unless his duty or interest arises only because the resolution relates to one of the matters set out in the following sub-paragraphs in which case he shall be entitled to vote and be counted in the quorum:
(a) the giving to him of any guarantee, security or indemnity in respect of money lent or obligations incurred by him at the request of or for the benefit of the Company or any of its subsidiaries;
(b) the giving by the Company to a third party of any guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiaries for which he himself has assumed responsibility in whole or in part either alone or jointly with others, under a guarantee or indemnity or by the giving of security;
(c) the giving of any other indemnity where all other Directors are also being offered indemnities on substantially the same terms;
(d) where the Company or any of its subsidiaries is offering securities in which offer the Director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which the Director is to participate;
(e) relating to another company in which he and any persons connected with him do not to his knowledge hold an interest in shares representing one per cent. or more of either any class of the equity share capital, or the voting rights, in such company;
(f) relating to an arrangement for the benefit of the employees of the Company or any of its subsidiaries which does not award him any privilege or benefit not generally awarded to the employees to whom such arrangement relates;
(g) concerning insurance which the Company proposes to maintain or purchase for the benefit of Directors or for the benefit of persons including Directors; or
(h) any proposal concerning the funding of expenditure by one or more Directors on defending proceedings against him or them, or doing anything to enable such Director or Directors to avoid incurring such expenditure.
An interest of a person who is, for any purpose of the Act, connected with a Director shall be treated as an interest of the Director and in relation to an alternate director, an interest of his appointer shall be treated as an interest of the alternate without prejudice to any interest which the alternate director may already have.
Page 110 3.28 Indemnity of officers
The Articles provide that subject to the provisions of the Act and certain restrictions as set out in the Articles, that without prejudice to any indemnity to which he may be otherwise entitled, every Director, alternate Director or officer of the Company (other than an auditor) shall be entitled to be indemnified out of the assets of the Company against all costs, charges, losses, damages and liabilities incurred by him in the actual or purported execution or discharge of his duties or exercise of his powers or otherwise in relation to them including (without prejudice to the generality of the foregoing) any liability incurred defending any proceedings (whether civil or criminal) which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company, provided that the indemnity shall be void and of no effect unless the indemnified person acted honestly and in good faith and in what such person believed to be in the best interests of the Company.
3.29 Dividends
Subject to the provisions of the Articles and the Act, and to the rights of persons entitled to shares with special rights as to dividend, the Company may, by a resolution of the Directors, declare and pay a dividend to shareholders at such times and of such amounts as the Directors think fit. The Board may by resolution, and subject to the Act, declare and pay such interim dividends (including any dividend payable at a fixed rate) at such time and in such amount as the Directors think fit.
Unless otherwise provided by the rights attached to the share, no dividend or other moneys payable by the Company or in respect of a share shall bear interest as against the Company.
All dividends unclaimed for a period of six years after having become due for payment shall (if the Board so resolves) be forfeited and shall revert to the Company.
The Board may with the prior authority of an ordinary resolution of the Company and subject to such conditions as the Board may determine, provided that the Company has a sufficient number of shares authorised for allotment to give effect to it, offer to any holders of shares the right to elect to receive shares of the same class credited as fully paid, in whole or in part instead of cash in respect of the whole or some part (to be determined by the Board) of any dividend declared.
3.30 Distribution of assets
If the Company is wound up, the surplus assets remaining after payment of all creditors are to be divided among the shareholders in proportion to the capital which at the commencement of the winding up is paid up on the shares held by them respectively and, if such surplus assets are insufficient to repay the whole of the paid up capital, they are to be distributed so that as nearly as may be the losses are borne by the shareholders in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively. This is subject to the rights attached to any shares which may be issued on special terms or conditions.”
Page 111 4 City Code on Takeovers and Mergers
4.1 Mandatory bid
The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code, if:
(a) a person acquires an interest in Ordinary Shares which, when taken together with shares already held by him or persons acting in concert with him, carry 30 per cent. or more of the voting rights in the Company; or
(b) a person who, together with persons acting in concert with him, is interested in not less than 30 per cent. and not more than 50 per cent. of the voting rights in the Company acquires additional interests in Ordinary Shares which increase the percentage of shares carrying voting rights in which that person is interested,
the acquirer and, depending on the circumstances, its concert parties, would be required (except with the consent of the Panel on Takeovers and Mergers) to make a cash offer for the outstanding Ordinary Shares at a price not less than the highest price paid for any interests in the Ordinary Shares by the acquirer or its concert parties during the previous 12 months.
4.2 Compulsory Acquisition
Under the Act, if a person has made a general offer (the ‘‘Offer’’) to acquire shares in the Company (the ‘‘Offeror’’) and if within 16 weeks after the date of making the Offer the Offer is approved by shareholders (the ‘‘Approving Shareholders’’) comprising 90 per cent. in value of the shares affected (excluding any shares held as treasury shares), the Offeror may, within eight weeks of obtaining such approval, give notice to any dissenting shareholder (a ‘‘Dissenting Shareholder’’) that it desires to acquire his shares (a ‘‘Notice to Acquire’’). A Dissenting Shareholder may, within one month after the date of the Notice to Acquire, apply to the court to cancel that Notice to Acquire and the court on such application may cancel the Notice to Acquire or make such order as it thinks fit (the ‘‘Dissenting Shareholder Process’’).
Subject to the Dissenting Shareholder Process where a Notice to Acquire is given, the Offeror is entitled and bound to acquire those shares on the terms on which, under the Offer, the shares of Approving Shareholders are to be transferred to the Offeror or such terms as may be permitted by a variation under the Act.
Subject also to the Dissenting Shareholder Process, the Offeror is required to send a copy of the Notice to Acquire to the Company and pay or transfer to the Company the consideration required under the Notice to Acquire in respect of the shares the Offeror is entitled to acquire (the ‘‘Consideration’’) and the Company is required thereupon register the Offeror as the holder of those shares.
Any Consideration in the form of cash is required to be paid into a separate bank account and held by the Company on trust for the Dissenting Shareholders.
Page 112 5 Interests of Directors, major shareholders and related party transactions
5.1 Immediately following First Admission, no Director will have any interest, whether beneficial or non-beneficial, in the share or loan capital of the Company.
5.2 No Director has a service contract with the Company, nor are any such contracts proposed, each Director having been appointed pursuant to a letter of appointment entered into with the Company. The Directors' appointments can be terminated in accordance with the Articles and without compensation.
There is no notice period specified in the letters of appointment or Articles for the removal of Directors. The Articles provide that the office of Director shall be terminated by, among other things: (i) written resignation; (ii) unauthorised absences from board meetings for six consecutive months or more; or (iii) written request of all of the other Directors.
5.3 The Directors' current level of remuneration is £10,000 per annum for each Director. In connection with Graham Smith's appointment as a director of the Company, the Administrator shall be entitled to receive £5,000 per annum for so long as Graham Smith is appointed to the Board – no separate fee will be paid to Graham Smith directly in connection with his role on the Board. Kiyan Zandiyeh will not receive a fee in connection with his appointment to the Board.
There are no amounts set aside or accrued by the Company to provide pension, retirement or similar benefits.
5.4 The Company has not made any loans to the Directors which are outstanding, nor has it ever provided any guarantees for the benefit of any Director or the Directors collectively.
5.5 Over the five years preceding the date of this Prospectus, the Directors hold or have held the following directorships (apart from their directorships of the Company) or memberships of the following administrative, management or supervisory bodies and/or partnerships:
Name Current Previous
Louis Skyner The British-Uzbek Society N/A Bunq One Limited
Umida Foundry Nottingham HMO Limited* N/A Umarbekova Khumo 7 Ltd
Khumo 7 Investments Ltd
Waverton Property LLP
Kiyan Zandiyeh Kaspar Ltd N/A Sturgeon Capital Ltd
Graham Smith Andalas Energy and Power PLC Civitas Housing Advisors Limited Chip (Five) Limited
Page 113 Chip (Four) Limited Clean Energy Asia Limited
Chip (Ipswich) One Limited Coldharbour International Limited Chip (Ipswich) Two Limited Coldharbour Marine Holdings Chip (One) Limited Limited Chip (Three) Limited Empiric (Framwellgate Chip (Two) Limited Durham) Limited
Civitas Asset Management Limited Empiric (Glasgow Otago Code London Limited Street) Leasing Limited East Balkan Properties PLC Empiric (Southampton Emily Davis) Limited Epic Reconstruction Property Company (IOM) Limited Empiric (York George Hudson) Leasing Limited Epic Structured Finance Limited Empiric (York George European Property Investment Hudson) Limited Portfolio Limited Glasgow Otago Lane Limited FIM Capital Limited Glenwick PLC (formerly FIM Directors Limited Treveria PLC) FIM Nominees Limited Industrial Multi Property Trust FIM Nominees One Limited Limited
FIM Nominees Two Limited Old Mutual Infrastructure FIM PAD Limited Asset Management Limited FIM Secretaries Limited Old Mutual Latin American Infrastructure Investment FWRE Holdings Limited Tau Capital PLC FWRE Limited TEP Trading 2 Limited Healthcare & Leisure Property Limited Treveria Asset Management Limited JMS Estates (IOM) Limited Trinity Capital Mauritius Old Mutual Alternative Investments Limited International Trinity Capital PLC Specialist Healthcare Operations Limited
* In voluntary liquidation
5.6 The Directors in the five years before the date of this Prospectus:
. do not have any convictions in relation to fraudulent offences;
. have not been associated with any bankruptcies, receiverships or liquidations of any partnership or company through acting in the capacity as a member of the administrative, management or supervisory body or as a partner, founder or senior manager of such partnership or company; and
Page 114 . do not have any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies) and have not been disqualified by a court from acting as a member of the administration, management or supervisory bodies of any issuer or from acting in the management or conduct of the affairs of any issuer.
5.7 As at the date of this Prospectus, insofar as known to the Company, there are no parties known to have a notifiable interest under the Company's national law in the Company's capital or voting rights. All Shareholders have the same voting rights in respect of the share capital of the Company.
5.8 Pending the allotment of Ordinary Shares pursuant to the Initial Placing, the Company is controlled by the subscriber to the Company's memorandum of association, the Investment Manager, as described in paragraphs 2.1 and 2.2 of this Part 7 above. The Company and the Directors are not aware of any other person who, directly or indirectly, jointly or severally, exercises or could exercise control over the Company.
5.9 On First Admission, pursuant to the terms of the Share Purchase and Lock-up Agreements, based on a spot exchange rate of 1.1200 EUR-USD and a spot exchange rate of 1.1137 EUR-CHF as at the Business Day prior to the publication of this Prospectus, approximately 540,317 Ordinary Shares in aggregate are expected to be issued to the Non-cash Subscription Investors in consideration for the acquisition by the Company of the Initial Portfolio. On the assumption that 5 million Ordinary Shares are issued pursuant to the Initial Placing, Kenford Ventures Limited is expected to hold approximately 10.5 per cent. of the Company's issued share capital on First Admission. Sturgeon Central Asia Equities Fund, a fund managed by the Investment Manager, intends to invest approximately €464,000, in aggregate, pursuant to the Initial Placing. The Ordinary Shares issued to Sturgeon Central Asia Equities Fund will not be subject to any lock-up restrictions or orderly market provisions. Save as disclosed in this paragraph 5.9, the Company and the Directors are not aware of any other person who, directly or indirectly, jointly or severally, exercises or could exercise control over the Company.
5.10 Save for the entry into of the Risk Management Agreement and the Investment Management Agreement, the Company has not entered into any related party transaction at any time since incorporation.
5.11 Save as disclosed above, as at the date of this Prospectus, none of the Directors has any conflict of interest or potential conflicts of interest between any duties to the Company and his private interests and any other duties. The Investment Manager, any of its directors, officers, employees, agents and affiliates and the Directors and any person or company with whom they are affiliated or by whom they are employed (each an "Interested Party") may be involved in other financial, investment or other professional activities which may cause conflicts of interest with the Company. In particular, Interested Parties may provide services similar to those provided to the Company to other entities and shall not be liable to account for any profit from any such services. For example, an Interested Party may acquire on behalf of a client an investment in which the Company may invest.
Page 115 6 Investment restrictions
The Company will at all times invest and manage its assets with the objective of spreading risk and in accordance with its published investment policy as set out in Part 1 of this Prospectus.
The Company will not conduct any trading activity which is significant in the context of its group as a whole.
7 Material contracts
Save as described below, the Company has not (i) entered into any material contracts (other than contracts in the ordinary course of business) within the two years immediately preceding the publication of this Prospectus; or (ii) entered into any contracts that contain provisions under which the Company has any obligation or entitlement that is material to the Company as at the date of this Prospectus.
7.1 Risk Management Agreement
The Risk Management Agreement dated 10 July 2019 between the Company and the Risk Manager, whereby the Risk Manager is appointed to act as risk manager of the Company with responsibility to provide risk management services to the Company, subject to the overall policies and communicated directions of the Board in accordance with the Company's investment policy and investment restrictions.
Under the terms of the Risk Management Agreement, the Risk Manager will be entitled to receive an annual fee equal to £15,000 payable quarterly in arrear.
The Risk Manager will be responsible for developing and implementing appropriate policies and procedures for the Company's risk management activities. It will supervise the management, investment and re-investment of the Company's assets undertaken by the Investment Manager and be responsible for implementing an appropriate, documented and regularly updated due diligence process, when investigating new investments identified by the Investment Manager on behalf of the Company.
The Risk Manager shall also be responsible for compliance with the relevant conditions set out in the AIFMD and other applicable national implementing measures in the relevant EEA jurisdictions in the event that the Company seeks to market its Ordinary Shares to prospective investors in such jurisdictions.
The Risk Management Agreement and the appointment of the Risk Manager thereunder is terminable by either party not giving the other not less than 3 months' notice in writing, such notice not to expire earlier than the third anniversary of First Admission. The Risk Management Agreement may also be terminated at any time by notice in writing (i) if the Company or the Risk Manager goes into liquidation (except a voluntary liquidation for the purposes of reconstruction or amalgamation upon terms previously approved in writing by the other party, such approval not to be unreasonably withheld or delayed) or a receiver or administrative receiver is appointed in respect of the whole or any substantial part of its assets or an administrator is appointment in respect of it; (ii) the Company or the Risk Manager commits a material breach of its obligations under the Risk Management Agreement
Page 116 and, if such breach shall be capable of remedy, shall fail within 30 days of receipt of notice served by the other party requiring it to so do to make good such breach; (iii) if the Company fails to provide or fails to ensure that any person appointed by it or acting on its behalf provides the Risk Manager with such information as the Risk Manager may reasonably require to enable it to perform its obligations under the Risk Management Agreement or to comply with its duties under any applicable law or requirement; or (iv) if the Risk Manager no longer has any permission required of it for the purposes of carrying out its obligations under the Risk Management Agreement.
The Company has agreed to hold harmless and indemnify the Risk Manager against all actions, proceedings, claims and costs, demands and expenses incidental thereto which may be brought against, suffered or incurred by the Risk Manager by reason of the proper performance of its duties in accordance with the terms of the Risk Management Agreement in each case including all reasonable legal, professional and other expenses properly incurred in connection therewith, except as shall arise from the fraud, wilful default or negligence of the Risk Manager or any material breach of the Risk Management Agreement or by applicable law or regulation.
The Risk Management Agreement is governed by the laws of England and Wales.
7.2 Placing Agreement
The Placing Agreement dated 4 June 2019 between the Company and the Placing Agent, whereby the Company has appointed the Placing Agent to act as lead co- ordinator and lead bookrunner in relation to the Initial Placing and use its reasonable endeavours to procure subscribers for Ordinary Shares. Pursuant to the Placing Agreement, the Placing Agent has the power to appoint sub-agents in connection with the Initial Placing.
As consideration for its services, the Company shall pay to the Placing Agent a fee equal to 3 per cent. of the funds raised by the Placing Agent.
The Company has agreed to indemnify and hold harmless the Placing Agent from and against all claims and losses which arise out of or in connection with its engagement save where a court of competent jurisdiction renders a judgment that the losses in question or the relevant part thereof resulted from the fraud, bad faith, negligence or wilful default of, or material breach of the Placing Agreement by the Placing Agent.
The Placing Agreement is governed by the laws of England and Wales.
7.3 Investment Management Agreement
The Investment Management Agreement dated 10 July 2019 between the Company, the Risk Manager and the Investment Manager, whereby the Company and the Risk Manager appoint the Investment Manager to provide discretionary investment management services to the Company. The Investment Manager's responsibilities shall include managing the investment and re-investment of the Company's assets in accordance with the Company's investment policy and investment restrictions, negotiating and supervising the borrowings of the Company, seeking out and evaluating investment opportunities for the Company, monitoring and analysing the performance of the Company's investments in view of current investment trends and
Page 117 market movements and reporting to the Company and the Risk Manager on such performance. The Investment Manager has also agreed to procure subscribers for the Shares in connection with the Initial Placing and the Placing Programme.
The Investment Manager's appointment shall commence on the date of First Admission and with effect from that date, the Investment Manager will be entitled to receive the management and performance fees detailed in paragraph 5 of Part 3 of this Prospectus.
The Investment Management Agreement may be terminated by the Company or the Investment Manager giving to the other not less than six months' written notice, save that such notice may not be given earlier than the seventh anniversary of First Admission. The Investment Management Agreement may be terminated earlier by the Company with immediate effect on the occurrence of certain events, including: (i) if the Investment Manager goes into liquidation (other than a voluntary liquidation for the purposes of reconstruction or amalgamation previously approved in writing by the Company, such approval not to be unreasonably withheld or delayed) or if a receiver or administrative receiver is appointed over the whole or any substantial part of the assets or undertaking of the Investment Manager or an administrator is appointed of the Investment Manager; or (ii) if the Investment Manager shall commit any material breach of its obligations under the Investment Management Agreement and (if such breach shall be capable of remedy) shall fail within 30 days of receipt of notice served by the Company requiring it so to do to make good such breach; or (iii) upon the Investment Manager no longer having any permissions required of it for the purposes of carrying out its obligations under the Investment Management Agreement.
The Company has agreed to hold harmless and indemnify the Investment Manager against all actions, proceedings, claims and costs, demands and expenses incidental thereto which may be brought against, suffered or incurred by the Investment Manager by reason of the proper performance of its duties in accordance with the terms of the Investment Management Agreement in each case including all reasonable legal, professional and other expenses properly incurred in connection therewith, except as shall arise from the fraud, wilful default or negligence of the Investment Manager or any material breach of the Investment Management Agreement or by applicable law or regulation.
The Investment Management Agreement is governed by the laws of England and Wales.
7.4 Custodian Agreement
The Custodian Agreement dated 10 July 2019 between the Company and the Custodian, pursuant to which the Custodian is appointed as the Company's custodian in respect of investments in listed Uzbek securities and to provide brokerage, depositary, registration and record keeping services to the Company in respect of its investments in both listed and unlisted Uzbek securities (as may be required).
In consideration for the services to be provided to the Company by the Custodian, the Custodian shall be entitled to receive (i) a fee per purchase and sale transaction effected by the Company payable at the then-prevailing tariff rate on the date of the relevant transaction; and (ii) an annual fee equal to $1,000 per annum for the
Page 118 provision of registration services and record keeping.
Following an initial term of one year, the Custodian Agreement is terminable by either party giving to the other not less than 30 days' written notice.
The Custodian shall be liable to the Client for any act or omission in the course of or connected with the performance of its duties under the Custodian Agreement and for any losses, damages, costs or expenses or claims to the Company at any time for any cause whatsoever arising directly or indirectly out of the Custodian's negligence, wilful default, fraud, dishonesty, lack of good faith or reckless disregard or any breach of the Custodian Agreement.
The Custodian Agreement is governed by the laws of the Republic of Uzbekistan.
7.5 Administration and Secretarial Agreement
The Administration and Secretarial Agreement dated 10 July 2019 between the Company and the Administrator, whereby the Administrator is appointed to provide administrative and company secretarial services to the Company. Pursuant to the terms of the Administration and Secretarial Agreement, the Administrator will also act as Registered Agent of the Company in accordance with the Companies Act.
The Administrator's responsibilities shall include, inter alia, assisting the Company and the Directors in meeting their obligations under MAR and the Disclosure Guidance and Transparency Rules, calculating and reporting the Net Asset Value of the Company's investments on a quarterly basis in accordance with the accounting policies adopted by the Company from time to time and co-ordinating and monitoring the services provided by third party service providers such as lawyers, accountants and auditors.
In consideration for the services to be provided to the Company by the Administrator, the Administrator shall be entitled to receive an annual fee of £20,000 payable quarterly in arrear, which shall increase to an annual fee of £47,000 once the Company has completed equity fundraisings in excess of £30 million. In connection with Graham Smith's appointment as a director of the Company, the Administrator shall be entitled to receive £5,000 per annum for so long as Graham Smith is appointed to the Board. No separate fee will be paid to Graham Smith directly in connection with his role on the Board. The Company shall pay and reimburse the Administrator for all expenses reasonably and properly incurred by it in connection with the performance of its services. In addition, the Administrator shall receive an initial fee of £10,000 payable by the Company conditional on First Admission.
The Administrator may delegate responsibility for the provision of the services from time to time provided that it shall always remain liable for the performance of its duties pursuant to the terms of the Administration and Secretarial Agreement.
The Administration and Secretarial Agreement contains certain customary covenants, undertakings and indemnities by the Company in favour of the Administrator.
The Administration and Secretarial Agreement is governed by the laws of the Isle of Man.
Page 119 7.6 Receiving Agent Agreement
The Receiving Agent Agreement between the Company and the Receiving Agent dated 10 July 2019, pursuant to which the Receiving Agent has agreed to provide receiving agent duties and services to the Company in respect of the Initial Placing. In particular, the Receiving Agent shall receive, process and scale back (where necessary) subscriptions received from certain Placees pursuant to their Subscription Letters.
Under the terms of the Receiving Agent Agreement, the Receiving Agent is entitled to customary fees. The Receiving Agent will also be entitled to reimbursement of all reasonable out of pocket expenses incurred by it in connection with its duties. These fees will be for the account of the Company.
The Receiving Agent Agreement limits the Receiving Agent's liability thereunder to the lesser of £250,000 or an amount equal to five times the fee payable to the Receiving Agent under the agreement. The Receiving Agent Agreement also contains an indemnity from the Company in favour of the Receiving Agent, its affiliates and their directors, officers, employees and agents against any and all losses, damages, liabilities, professional fees, court costs and reasonably incurred expenses resulting or arising from the Company's breach of the agreement and, in addition, any third- party claims, actions, proceedings, investigations or litigation relating to or arising from or in connection with the agreement or the services provided thereunder, except to the extent such losses are determined to have resulted solely from the fraud, wilful default, negligence or material breach of the Receiving Agent Agreement on the part of the party seeking indemnity under the agreement. This indemnity is customary for an agreement of this nature.
The Receiving Agent Agreement is governed by the laws of England and Wales.
7.7 Share Purchase and Lock-up Agreements
The Share Purchase and Lock-up Agreements have been entered into between the Company and each of the Non-cash Subscription Investors from whom the Portfolio Shares comprising the Initial Portfolio are intended to be acquired on First Admission. The form of each Share Purchase and Lock-up Agreement is substantially the same and a summary of its terms is provided below.
Pursuant to the terms of the Share Purchase and Lock-up Agreements, and subject to First Admission, the Company has agreed to accept the transfer of the Portfolio Shares from each Non-cash Subscription Investor in consideration for the allotment and issue, fully paid, of the relevant number of Consideration Shares by the Company to the Non-cash Subscription Investor at the Placing Price.
The Portfolio Shares have been valued by reference to the price of shares in the relevant underlying company as at the date of such company's last capital raise. The number of Consideration Shares to be issued in consideration for the transfer of the Portfolio Shares to the Company shall be equal to the value of the Portfolio Shares divided by the Placing Price (it being agreed that fractional entitlements shall be rounded down to the nearest whole number). For the purposes of this calculation the value of the Portfolio Shares shall be converted into Euros at the relevant spot
Page 120 exchange rate as derived from Bloomberg as at 4.30 p.m. (London time) on the date which falls four Business Days prior to the date of First Admission.
The Company has reserved the right, after consultation with the Investment Manager to scale back the number of Portfolio Shares to be transferred to the Company by such amount as it considers appropriate in its discretion in order to ensure compliance with the Company's stated investment objective and investment policy at the time of First Admission.
Further, pursuant to the terms of the Share Purchase and Lock-up Agreements, each Non-cash Subscription Investor has undertaken that it will not, during the period from (and including) the date of First Admission to (and including) the date falling twelve months after First Admission, dispose of the legal and/or beneficial ownership (or any interest therein) in any of the Consideration Shares it acquires in consideration for the transfer of its Portfolio Shares, except in limited circumstances including: (i) acceptance of a general offer made for the entire issued share capital of the Company; or (ii) pursuant to an intervening court order.
The Share Purchase and Lock-up Agreements are governed by the laws of England and Wales.
7.8 Registrar Services Agreement
The Registrar Services Agreement between the Company and the Registrar, pursuant to which the Registrar has been appointed as registrar to the Company for an initial term of three years.
The Registrar Services Agreement shall continue unless terminated by either party on not less than six months' notice, such notice not to expire until the third anniversary of First Admission or any subsequent 12 month period. The agreement is also subject to immediate termination on the occurrence of certain events, including material and continuing breach or insolvency.
The Registrar Services Agreement limits the Registrar's liability thereunder to the lesser of £500,000 or an amount equal to five times the annual fee payable to the Registrar pursuant to the Registrar Services Agreement.
The Registrar Services Agreement contains a provision whereby the Company indemnifies the Registrar and its affiliates against any and all losses, damages, liabilities, professional fees, court costs and expenses resulting or arising from the Company's breach of the agreement and, in addition, any third-party claims, actions, proceedings, investigations or litigation arising from or in connection with the agreement or the services provided thereunder, except to the extent such losses are determined to have resulted solely from fraud, wilful default, negligence or in the event of a material breach of the Registrar Services Agreement on the Registrar's (or its affiliate's) part. The indemnity is customary for an agreement of this nature.
Under the terms of the Registrar Services Agreement, the Registrar is entitled to customary fees.
The Registrar Services Agreement is governed by the laws of England and Wales.
8 Litigation
Page 121 There are no governmental, legal or arbitration proceedings, and the Company is not aware of any governmental, legal or arbitration proceedings pending or threatened, during the 12 months preceding the date of this Prospectus which may have, or have had in the recent past, a significant effect on the financial position or profitability of the Company.
9 Significant change
As at the date of this Prospectus, there has been no significant change in the financial or trading position of the Company since its incorporation.
10 Working capital
The Company is of the opinion that, taking into account the Minimum Net Proceeds, the working capital available to it is sufficient for its present requirements, that is for at least 12 months from the date of this Prospectus.
If the Minimum Net Proceeds are not raised the Initial Placing may only proceed where a supplementary prospectus (including a working capital statement based on a revised minimum net proceeds figure) has been prepared in relation to the Company and approved by the FCA.
11 Capitalisation and indebtedness
As at the date of this Prospectus, the Company has no guaranteed, secured, unguaranteed or unsecured debt and no indirect or contingent indebtedness and there have been no material changes to the Company’s capitalisation from the date of incorporation to the date of this Prospectus.
12 General
12.1 Where information has been sourced from third parties, the Company confirms that this information has been accurately reproduced and that, so far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.
12.2 The Risk Manager has given and not withdrawn its written consent to the inclusion in this Prospectus of references to its name in the form and context in which they appear.
12.3 The Investment Manager has given and not withdrawn its written consent to the inclusion in this Prospectus of references to its name in the form and context in which they appear. The Investment Manager accepts responsibility for the information attributed to it in this Prospectus, including without limitation the information contained in Part 2, and declares that, having taken all reasonable care to ensure that such is the case, the information attributed to it in this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
12.4 The Investment Adviser's registered office and principal place of business is at 20 Qalandar str., Tashkent, 100170, Republic of Uzbekistan. The Investment Adviser
Page 122 has given and not withdrawn its written consent to the inclusion in this Prospectus of references to its name in the form and context in which they appear.
12.5 The effect of the Initial Placing will be to increase the net assets of the Company. On the assumption that the Initial Placing is subscribed as to 5 million Ordinary Shares, the fundraising is expected to increase the net assets of the Company by approximately €48.85 million.
13 Custodian
Orient Securities LLC, whose registered office is at 20 Qalandar str., Tashkent, 100170, Republic of Uzbekistan, acts as the Company's custodian in respect of the Company's investments in listed Uzbek securities and provides brokerage, depositary, registration and record keeping services to the Company in respect of its investments in both listed and unlisted Uzbek securities (as may be required). The Custodian was incorporated in the Republic of Uzbekistan on 7 March 2006 with company number 001741-04. The Custodian's telephone number is +998 (71) 267 21 48. The Custodian is authorised and registered by the Centre for Provision of Public Services under the authority of the Ministry of Justice of the Republic of Uzbekistan (formerly the Mirzo-Ulugbek District Municipality of Tashkent City of the Republic of Uzbekistan) and licensed by the Agency for Development of Capital Market of the Republic of Uzbekistan (formerly the Centre for Coordination and Control over Functioning of Securities Market in Uzbekistan) (license number 1127).
14 Auditors
The auditors to the Company are Grant Thornton UK LLP whose registered office is at 30 Finsbury Square, London EC2A 1AG. The Auditor is incorporated in England and Wales as a limited liability partnership and is regulated by the Institute of Chartered Accountants in England and Wales.
15 Documents on display
The following documents will be available for inspection during usual business hours on any day (Saturdays, Sundays and public holidays excepted) at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH until 9 July 2020:
15.1 this Prospectus; and
15.2 the Articles.
Dated 10 July 2019
Page 123 PART 8 DEFINITIONS
Act the Companies Act 2006 of the Isle of Man
Administration and Secretarial the administration and secretarial agreement dated Agreement 10 July 2019, between the Company and the Administrator, summarised in paragraph 7.5 of Part 7 of this Prospectus
Administrator FIM Capital Limited
Admission admission of the Ordinary Shares to be issued pursuant to the Initial Placing or a Subsequent Placing to trading on the Specialist Fund Segment of the London Stock Exchange's main market for listed securities becoming effective in accordance with the admission and disclosure standards of the London Stock Exchange
AIC the Association of Investment Companies
AIC Code the AIC Code of Corporate Governance published by the AIC from time to time
AIFMD the Directive on Alternative Investment Fund Managers, 2011/61/EU
Articles the articles of association of the Company as at the date of this Prospectus
Auditors Grant Thornton UK LLP or such other auditor as the Company may appoint from time to time
Benefit Plan Investor a "benefit plan investor" as defined in Section 3(42) of ERISA and any regulations promulgated by the US Department of Labor thereunder, being "employee benefit plans" as defined in Section 3(3) of ERISA that are subject to Title I of ERISA, “plans” that are subject to the prohibited transaction provisions of Section 4975 of the US Tax Code, and entities the assets of which are treated as “plan assets” under Section 3(42) of ERISA and any regulations promulgated thereunder
Board the board of directors of the Company
Business Day a day (excluding Saturdays and Sundays or public holidays in England and Wales and the Isle of Man) on which banks generally are open for business in London and the Isle of Man for the transaction of normal business
Page 124 C Shares C shares of nominal value €10.00 each in the capital of the Company having the rights and subject to the restrictions set out in the Articles certificated form not in uncertificated form
CHF Swiss Franc, the lawful currency of Switzerland
Company Oltin plc
Company Secretary FIM Capital Limited
Consideration Shares the Ordinary Shares in the capital of the Company to be issued to the Non-cash Subscription Investors in consideration for the acquisition of the Portfolio Shares comprising the Initial Portfolio
Conversion the conversion of C Shares into new Ordinary Shares, as described in paragraph 3.5 of Part 7 of this Prospectus
Conversion Date the time and date referred to in paragraph 3.5 of Part 7 of this Prospectus
Conversion Ratio the ratio at which the C Shares convert into Ordinary Shares
CREST the relevant system as defined in the CREST Regulations in respect of which Euroclear is the operator (as defined in the CREST Regulations) in accordance with which securities may be held in uncertificated form
CREST Manual the compendium of documents entitled CREST Manual issued by Euroclear from time to time comprising the CREST Reference Manual, the CREST Central Counterparty Services Manual, the CREST International Manual, CREST Rules, CCSS Operations Manual and CREST Glossary of Terms
CREST Regulations the Uncertificated Securities Regulations 2006 of the Isle of Man (SD 743/06), as amended
Custodian Orient Securities LLC
Custodian Agreement the custodian agreement dated 10 July 2019, between the Company and the Custodian, summarised in paragraph 7.4 of Part 7 of this Prospectus
Deferred Shares deferred shares of €1.00 each in the capital of the Company arising on Conversion
Page 125 Directors the directors of the Company
Disclosure Guidance and the disclosure guidance and transparency rules Transparency Rules made by the FCA under Part VI of FSMA
DP Law Data Protection Act 2018 (Isle of Man)
DP Legislation the applicable data protection legislation (including the GDPR and the DP Law) and regulatory requirements in the Isle of Man and/or the EEA
EEA the European Economic Area
ERISA the United States Employee Retirement Income Security Act of 1974, as amended
EU the European Union
Euro or € the lawful currency of the Member States that have adopted the single European currency
Euroclear Euroclear UK & Ireland Limited
FATCA the US Foreign Account Tax Compliance Act
FCA the UK Financial Conduct Authority
Financial Reporting Council the independent regulator in the UK and Ireland, responsible for regulating auditors, accountants and actuaries, and setting the UK's Corporate Governance and Stewardship Codes
First Admission Admission of the Ordinary Shares issued pursuant to the Initial Placing
FSMA the UK Financial Services and Markets Act 2000, as amended
GDPR the General Data Protection Regulation (EU) 2016/679
Gross Assets the gross assets of the Company as determined in accordance with the accounting principles adopted by the Company from time to time
Gross Proceeds the gross proceeds of the Initial Placing
HMRC HM Revenue & Customs
IMF International Monetary Fund
Initial Portfolio the initial portfolio of the Company comprising those Portfolio Shares to be acquired by the Company on First Admission, as more particularly described in paragraph 3 of Part 2 of this
Page 126 Prospectus
Initial Placing the conditional placing of Ordinary Shares by the Investment Manager at the Placing Price pursuant to the Subscription Letters
Investment Adviser Orient Securities LLC
Investment Advisory Agreement the investment advisory agreement dated 10 July 2019 entered into between the Investment Manager and the Investment Adviser, as further detailed in paragraph 4 of Part 3 of this Prospectus
Investment Manager or Sturgeon Sturgeon Capital Ltd Capital
Investment Management the investment management agreement dated 10 Agreement July 2019 entered into between the Company, the Investment Manager and the Risk Manager, as further detailed in paragraph 7.3 of Part 7 of this Prospectus
IOMFSA the Isle of Man Financial Services Authority
Link Asset Services a trading name for Link Market Services Limited
London Stock Exchange London Stock Exchange plc
MAR the Market Abuse Regulation (EU) No. 596/2014
Member State any member state of the European Economic Area
Memorandum the memorandum of association of the Company as at the date of this Prospectus
Minimum Net Proceeds the minimum net proceeds of the Initial Placing, being £35 million
Money Laundering Regulations the Money Laundering Regulations 2007, as amended
NAV or Net Asset Value the value of the assets of the Company less its liabilities, determined in accordance with the accounting principles adopted by the Company from time to time
NAV per C Share or Net Asset Value the Net Asset Value divided by the number of C per C Share Shares in issue
NAV per Ordinary Share or Net the Net Asset Value divided by the number of Asset Value per Ordinary Share Ordinary Shares in issue
Non-cash Subscription Investors investors transferring the Portfolio Shares comprising the Initial Portfolio or any other portfolio
Page 127 assets to be acquired by the Company at or immediately following First Admission in consideration for the issue of the Consideration Shares by the Company
Official List the official list maintained by the FCA
Ordinary Shares ordinary shares of nominal value €1.00 each in the capital of the Company
Orient Securities Orient Securities LLC, the Investment Adviser and Custodian
Overseas Persons persons who are resident in, or who are citizens of, or who have registered addresses in, territories other than the UK
Placee a person subscribing for Ordinary Shares or C Shares under the Initial Placing and/or a Subsequent Placing
Placing Agent Visor Capital (UK) Limited
Placing Agreement the placing agreement dated 4 June 2019 entered into between the Company and the Placing Agent, as further detailed in paragraph 7.2 of Part 7 of this Prospectus
Placing Price €10.00 per Ordinary Share pursuant to the Initial Placing
Placing Programme the proposed programme of Subsequent Placings as described in the Prospectus, in particular in Part 5 of the Prospectus
Placing Programme Price the price at which Ordinary Shares or C Shares will be issued pursuant to a Subsequent Placing under the Placing Programme as described in Part 5 of the Prospectus
Portfolio Shares those shares in Seide Ltd and Orient Swiss SA held by the Non-cash Subscription Investors and intended to be acquired by the Company on First Admission
PRIIPs Regulation Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs) and its implementing and delegated acts
Prospectus this Prospectus
Page 128 Prospectus Directive Directive 2003/71/EC of the European Parliament and of the Council of the European Union and any relevant implementing measure in each Relevant Member States
Prospectus Rules the rules and regulations made by the FCA under Part VI of FSMA
Receiving Agent Link Asset Services
Receiving Agent Agreement the agreement for the provision of receiving agent services dated 10 July 2019 in respect of the Initial Placing between the Company and the Receiving Agent summarised in paragraph 7.6 of Part 7 of this Prospectus
Register the register of members of the Company
Registered Agent FIM Capital Limited
Registrar Link Asset Services (Isle of Man)
Registrar Services Agreement the agreement for the provision of registrar services between the Company and the Registrar summarised in paragraph 7.8 of Part 7 of this Prospectus
Regulatory Information Service a service authorised by the UK Listing Authority to release regulatory announcements to the London Stock Exchange
Relevant Member State each Member State which has implemented the Prospectus Directive or where the Prospectus Directive is applied by the regulator
Risk Manager FIM Capital Limited
Shareholder a holder of Ordinary Shares or C Shares
Shares Ordinary Shares and/or C Shares, as the context permits or requires
Share Purchase and Lock-up the share purchase and lock-up agreements to be Agreements entered into between the Company, the Risk Manager and the Non-cash Subscription Investors in respect of the Portfolio Shares or any other portfolio assets to be acquired by the Company on or immediately following First Admission in consideration for the issue of the Consideration Shares by the Company, as further detailed in paragraph 7.7 of Part 7 of this Prospectus
Specialist Fund Segment the Specialist Fund Segment of the main market of
Page 129 the London Stock Exchange
Subscription Letter the subscription letter to be entered into between each Placee subscribing for Ordinary Shares in cash in connection with the Initial Placing and the Company
Subsequent Admission Admission in respect of any Ordinary Shares or C Shares issued pursuant to a Subsequent Placing
Subsequent Placing any placing of Ordinary Shares or C Shares pursuant to the Placing Programme described in the Prospectus
Takeover Code The City Code on Takeovers and Mergers
Target Portfolio the target portfolio of the Company, as more particularly described in paragraph 4 of Part 2 of this Prospectus
Tashkent Stock Exchange or TSE the Republican Stock Exchange "Toshkent"
UK the United Kingdom of Great Britain and Northern Ireland
UK Act the Companies Act 2006 of England and Wales
UK Corporate Governance Code the UK Corporate Governance Code as published by the Financial Reporting Council from time-to-time
UN the United Nations uncertificated or in uncertificated a Share recorded on the Register as being held in form uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
United States or US the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
US$ or US Dollars the lawful currency of the United States
US Securities Act the United States Securities Act of 1933, as amended
US Tax Code the US Internal Revenue Code of 1986, as amended
US Investment Company Act the United States Investment Company Act of 1940, as amended
US Person a US Person as defined for the purposes of Regulation S
Page 130 Uzbek Soum or UZS the official currency of Uzbekistan
Page 131