First Sentier Investors Global Umbrella Fund Plc
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First Sentier Investors Global Umbrella Fund Plc (an umbrella investment company with variable capital and with segregated liability between sub-funds) Fund Prospectus 9 March 2021 If you are in any doubt about the contents of this document you should consult a person authorised for the purposes of the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities. The Directors of the Company, whose names appear on page 5 of the prospectus dated 22 September 2020 (the “Prospectus”), are the persons responsible for this Supplementary Prospectus. To the best of their knowledge and belief the information contained in this document is in accordance with the facts and this document makes no omission likely to affect the import of such information. FIRST SENTIER INVESTORS GLOBAL UMBRELLA FUND PLC (“the Company”) (An umbrella investment company with variable capital and with segregated liability between sub- funds incorporated with limited liability under the laws of Ireland under registration number 288284 and a collective investment scheme recognised in the United Kingdom under section 264 of the Financial Services and Markets Act 2000) SUPPLEMENTARY PROSPECTUS FOR POTENTIAL INVESTORS IN THE UNITED KINGDOM DATED 9 March 2021 This document forms part of and should be read in conjunction with the Prospectus. The content both of this document and of the Prospectus mentioned above has been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by the Company, which as a scheme recognised under section 264 of that Act is an authorised person and as such is regulated by the Financial Conduct Authority. Nothing in these documents should be construed as advice on the merits of an investment in the Company or otherwise. 2 FACILITIES AND INFORMATION IN THE UNITED KINGDOM (“UK”) The Company is an umbrella investment company with variable capital and with segregated liability between sub-funds incorporated with limited liability on 18 June 1998 and authorised in Ireland by the Central Bank of Ireland (“Central Bank”) and regulated as an undertaking for collective investment in transferable securities within the meaning of the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011, as amended. The Company is organised in the form of an umbrella scheme. The Articles of Association provide that the Company may offer separate classes of Shares each representing interests in a Fund composed of a distinct portfolio of investments. With the prior approval of the Central Bank, the Company may from time to time create an additional Fund or Funds. Although each Fund of the Company will be treated as bearing its own liabilities, the Company as a whole will remain liable to third parties for all of the liabilities of the Company. The attention of potential investors in the United Kingdom (“UK”) is drawn to the description of risk factors connected with an investment in the Company on pages 29 to 64 of the Prospectus. The Company is a recognised scheme in the UK for the purposes of the Financial Services and Markets Act 2000 (“FSMA”) by virtue of section 264 of FSMA. The content of this document and of the Prospectus has been approved for the purposes of section 21 of FSMA by the Company, which as the operator of a scheme recognised under section 264 of FSMA is an authorised person, and as such is regulated by the Financial Conduct Authority. This document and the Prospectus may accordingly be distributed in the UK. Copies of this document and the Prospectus have been delivered to the Financial Conduct Authority as required under the Act. Although the Company is regulated by the Financial Conduct Authority in the manner described above, potential investors in the UK are advised that the rules made by the Financial Conduct Authority under FSMA do not in general apply to the Company in relation to its investment business. In particular the rules made under FSMA for the protection of private customers do not apply, and the Financial Services Compensation Scheme will not be available, in connection with an investment in the Company. The Company is however required under the rules to maintain at an address in the UK certain facilities in the interests of Shareholders in the UK. The Company has entered into a UK Facilities Agreement (which is terminable on three months’ notice by either party to the other) with First Sentier Investors (UK) Funds Limited (the “Facilities Agent”) dated 23 December, 2002 under which the Facilities Agent was appointed as the UK representative of the Company to maintain the relevant facilities at its registered office, the address of which is Finsbury Circus House, 15 Finsbury Circus, London, EC2M 7EB (tel.: 020 7332 6500; fax: 020 7332 6502). Here during normal business hours persons in the UK may inspect and obtain copies of the Memorandum and Articles of Association of the Company (as amended), the latest Prospectus, the latest annual and half-yearly reports relating to the Company, Key Investor Information Documents and the material contracts and documents for inspection listed on pages 10 and 11 of the Prospectus (for obtaining copies of material contracts only a reasonable charge may be levied). Here as well information can be obtained either orally or in writing about the latest Net Asset Value per Share, and Shareholders may apply to redeem their Shares and through this facility obtain payment of the redemption price. Here too any person who has a complaint to make about the operation of the Company can submit it for transmission to the Company. Particulars of the procedure to be followed in connection with the subscription and purchase and with the redemption and sale of Shares are set out in the Prospectus. TAXATION IN THE UK The following is a summary of relevant United Kingdom tax law. The information set out below is based on existing legislation and HM Revenue & Customs practice which is liable to change. It relates to the tax position of the Company and of Shareholders who are resident in the United Kingdom for tax purposes and holding Shares as an investment. It does not apply to certain classes of Shareholders, such as dealers in securities, insurance companies, collective investment schemes and Shareholders who have, or are deemed to have, acquired their Shares by reason of, or in connection with, an office or employment. This information does not purport to be a complete analysis of all tax considerations relating to the holding of Shares. Potential investors in Shares should consult their own advisors as to the United Kingdom tax consequences of the purchase, ownership and disposal of Shares. It should be noted that the levels and bases of, and reliefs from, taxation can change. The Company The Directors intend that the affairs of the Company should be managed and conducted so that it does not become resident in the United Kingdom for United Kingdom taxation purposes. Accordingly, and provided that the Company is not trading in the United Kingdom through a fixed place of business or agent situated therein that constitutes a “permanent establishment” for United Kingdom taxation purposes, the Company will not be subject to United Kingdom income tax or corporation tax on profits from its investments. The Company may still be subject to United Kingdom withholding and other taxes on United Kingdom source income and other amounts. The Directors and the Investment Manager each intend that the respective affairs of the Company and the Investment Manager are conducted so that no permanent establishment is created insofar as this is within their respective control. However, it cannot be guaranteed that requirements for preventing such a permanent establishment existing will at all times be satisfied. The Shareholders The Company is an offshore umbrella fund for the purposes of United Kingdom taxation, which has Funds with multiple Classes of Shares. Accordingly, each Class of Shares is an “offshore fund” (as defined in the Taxation (International and Other Provisions) Act 2010 (“TIOPA 2010”)) (each, an “Offshore Fund”). Consequently, the Offshore Funds (Tax) Regulations 2009 (the “Offshore Funds Regulations”) apply in relation to each Class of Shares. Certain Classes of Shares have been accepted by HM Revenue & Customs as a Reporting Fund (as defined in the Prospectus) under the United Kingdom reporting fund regime for the purposes of the Offshore Fund Regulations. Where any future Class falls under the Offshore Funds Regulations, the Directors may apply for such Class to join the regime. As at the date hereof, the Directors have successfully applied to HM Revenue & Customs and have been granted recognition of certain Share Classes as a Reporting Fund. Classes with reporting fund status will be listed online on the HM Revenue & Customs website at https://www.gov.uk/government/publications/offshore-funds-list-of-reporting- funds. Please also see the First Sentier Reporting Fund Status page at www.firstsentier.com for the schedule of reportable income per Share, published annually for each respective accounting year end. Any Class with a Reporting Fund entry date of 1 January 2011 or earlier (indicated on the HM Revenue & Customs website) was a distributing Class in accordance with the UK distributing fund status regime in accordance with the Income and Corporation Taxes Act 1988. The Offshore Funds Regulations superseded this regime. Shareholders who hold any Shares of a Class which entered the reporting fund regime with effect from after the date of their investment should seek their own tax advice on the appropriate election to make in order to attain the full benefits of reporting fund status. Although the Directors will endeavour to ensure that the appropriate conditions for remaining a Reporting Fund continue to be met, there can be no guarantee that they will be met for future accounting periods.