Palio Uk Mid-Market Debt Fund Limited
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Proof 11: 6.11.12 THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take or the contents of this document, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank, solicitor, accountant, or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (the ‘‘FSMA’’) if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom. A copy of this document, which comprises a prospectus relating to Palio UK Mid-Market Debt Fund Limited (the ‘‘Company’’) in connection with the issue of shares in the Company, prepared in accordance with the Prospectus Rules of the UK Listing Authority made pursuant to section 73A of the FSMA, has been filed with the Financial Services Authority in accordance with Rule 3.2 of the Prospectus Rules. This document also constitutes a Listing Document for the purposes of seeking admission of the Company to the Official List of the CISX. The Shares are only suitable for sophisticated investors (i) who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company; (ii) for whom an investment in the Shares is part of a diversified investment programme; and (iii) who fully understand and are willing to assume the risks involved in such an investment programme. It should be remembered that the price of the Shares and the income from them can go down as well as up. Application will be made for the Shares to be admitted to trading on the Specialist Fund Market of The London Stock Exchange UK and application will be made to the CISX for the Shares to be admitted to trading and listing on the Official List of the CISX. It is expected that Admission will become effective and that dealings in the Shares which are the subject of the Issue will commence on 3 December 2012. This document includes particulars given in compliance with the CISX Listing Rules for the purpose of giving information with regard to the Company. The Company and the Directors, whose names appear on page 34 of this document, accept responsibility for the information contained in this document. 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 document is in accordance with the facts and does not omit anything likely to affect the import of such information and there are no other facts the omission of which would make any statement herein misleading. The Company is a registered closed-ended investment scheme registered pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, and the Registered Collective Investment Scheme Rules 2008 issued by the Guernsey Financial Services Commission (the ‘‘Commission’’). The Commission, in granting registration, has not reviewed this Prospectus but has relied upon specific warranties provided by the Administrator, the Company’s designated manager. The Investment Adviser, Palio Capital Partners LLP, accepts responsibility for the information contained in this document attributed to it. To the best of the knowledge of the Investment Adviser, which has taken all reasonable care to ensure that such is the case, the information contained in this document attributed to them is in accordance with the facts and contains no omission likely to affect its import. Capitalised terms contained in this document shall have the meanings set out in Part X of this document. The attention of potential investors is drawn to the Risk Factors set out on pages 14 to 26 of this document. The latest time and date for applications under the Offer is 1100 hours on 26 November 2012. Further details of the Issue are set out in Part VI of this document. PALIO UK MID-MARKET DEBT FUND LIMITED (a closed-ended investment company limited by shares incorporated under the laws of Guernsey with registered number 55691) Placing and Offer for Subscription for a target issue in excess of 150 million Shares at an issue price of £1.00 per Share Investment Manager Palio Capital Management Guernsey Limited Investment Adviser Palio Capital Partners LLP Financial Adviser and Bookrunner Oriel Securities Limited This Prospectus does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Shares in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company, the Investment Manager or the Investment Adviser. The offer and sale of the Shares has not been and will not be registered under the applicable securities laws of the United States, Canada, Japan or South Africa. The Shares may not be offered or sold within the United States, Canada, Japan or South Africa or to any U.S. person (‘‘U.S. Person’’) as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’)) or to any national, resident or citizen of Canada, Japan or South Africa. The Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and the Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, U.S. Persons. There will be no public offer of the Shares in the United States. The Shares are being offered and sold only outside the United States in ‘‘offshore transactions’’ to persons who are not U.S. Persons in accordance with and in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S thereunder. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the ‘‘U.S. Investment Company Act’’) and investors will not be entitled to the benefits of the U.S. Investment Company Act. The Shares are subject to significant selling and transfers restrictions as set out under the headings ‘‘Selling restrictions’’ beginning on page 29 and ‘‘Purchase and transfer restrictions’’ beginning on page 72 of this Prospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory authority in the United States has approved or disapproved of the Shares or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. Prospective investors should note that, except with the express written consent of the Company given in respect of an investment in the Company, the Shares may not be acquired by: (i) investors using assets of (A) an ‘‘employee benefit plan’’ as defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended (‘‘ERISA’’) that is subject to Title I of ERISA; (B) a ‘‘plan’’ as defined in Section 4975 of the United States Internal Revenue Code of 1986, as amended (the ‘‘U.S. Tax Code’’), including an individual retirement account or other arrangement that is subject to Section 4975 of the U.S. Tax Code; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the U.S. Tax Code or; (ii) a governmental, church, non- U.S. or other employee benefit plan that is subject to any federal, state, local, non-U.S. or other law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the U.S. Tax Code, unless its purchase, holding, and disposition of the Shares will not constitute or result in a non-exempt violation of any such substantially similar law. Oriel Securities Limited (‘‘Oriel’’), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as Financial Adviser and Bookrunner to the Company in connection with the matters described herein. Oriel is acting for the Company and no one else in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing, the contents of this Prospectus or any transaction or arrangement referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on Oriel by FSMA or the regulatory regime established thereunder, Oriel does not accept any responsibility whatsoever for the contents of this Prospectus or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Investment Manager, the Investment Adviser the Shares or the Issue. Oriel accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of such document or any such statement. In connection with the Placing, Oriel and any of its Affiliates acting as an investor for its or their own account(s), may subscribe for the Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in such securities of the Company, any other securities of the Company or other related investments in connection with the Placing or otherwise.