Singapore Prospectus
Total Page:16
File Type:pdf, Size:1020Kb
FIRST EAGLE AMUNDI established in Luxembourg SINGAPORE PROSPECTUS Dated 4 December 2020 This is a replacement Singapore Prospectus lodged with the Monetary Authority of Singapore (the "Authority") on 6 May 2021 pursuant to Section 298 of the Securities and Futures Act, Chapter 289 of Singapore, and it replaces the Singapore Prospectus registered by the Authority on 4 December 2020. This Singapore Prospectus incorporates and is not valid without the attached Luxembourg Prospectus dated March 2021 (as amended from time to time) for First Eagle Amundi (the "Luxembourg Prospectus"). First Eagle Amundi (the "Company") is an investment company with variable capital (SICAV) incorporated under Luxembourg law and is constituted outside Singapore. The Company has appointed Amundi Singapore Limited (whose details appear in paragraph 2.4 of this Singapore Prospectus) as its agent for service of process in Singapore and as its representative in Singapore (the "Singapore Representative"). I FIRST EAGLE AMUNDI IMPORTANT INFORMATION The collective investment schemes offered in this Singapore Prospectus (each a "Sub-Fund" and collectively the "Sub-Funds") are each a recognised scheme under the Securities and Futures Act (Chapter 289 of Singapore) ("SFA"). A copy of this Singapore Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the "Authority"). The Authority assumes no responsibility for the contents of this Singapore Prospectus and the registration of this Singapore Prospectus by the Authority does not imply that the SFA or any other legal or regulatory requirements have been complied with. The Authority has not, in any way, considered the investment merits of the Sub-Funds. The date of registration of this Singapore Prospectus with the Authority is 4 December 2020. This Singapore Prospectus will be valid for a period of 12 months from the date of registration up to and including 3 December 2021 and will expire on 4 December 2021. This Singapore Prospectus incorporates, and is not valid without, the Luxembourg Prospectus attached as a Schedule to this document. Terms defined in the Luxembourg Prospectus have the same meanings when used in this Singapore Prospectus, unless stated otherwise in this Singapore Prospectus. Investors are also bound or deemed to have notice of the provision of the articles of incorporation of the Company (the "Articles of Incorporation") (as described in paragraph 1.1 of this Singapore Prospectus). The shares of the Sub-Funds (the "Shares") are offered to the public in Singapore on the basis of the information contained in this Singapore Prospectus and the documents referred to in this Singapore Prospectus. No person is authorised to give any information or to make any representations concerning the Company or the Sub-Funds other than those contained in this Singapore Prospectus. Any subscription made by any person on the basis of statements or representations not contained in or inconsistent with the information and representations contained in this Singapore Prospectus will be at the sole risk of the investor. The Shares are currently not listed on any securities exchange. There is no ready market for the Shares. Any holder of Shares may request the Company to redeem all or part of his holding of Shares in accordance with and subject to the provisions of this Singapore Prospectus. The Shares are capital markets products other than prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Specified Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). Investors should seek professional advice in the event of any doubt or ambiguity or to ascertain (a) the possible tax consequences; (b) the legal requirements and restrictions; and (c) any foreign exchange transactions or exchange control requirements they may encounter under the laws of the countries of their citizenship, residence or domicile which may be relevant to the subscription, purchase, holding or disposal of Shares, including with regard to the applicability of the United States Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act ("FATCA") and any other reporting and withholding regime to their investments in the Company. Please refer to paragraph 17.2 of this Singapore Prospectus for further details on FATCA. The board of directors of the Company (the "Board of Directors") is responsible for the accuracy of information contained in this Singapore Prospectus and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no facts the omission of which would make any statement in this Singapore Prospectus misleading. Investors are advised to carefully consider the risk factors set out in paragraph 5 of this Singapore Prospectus. This Singapore Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not lawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such an offer or solicitation. II A copy of the most recent semi-annual report and annual report of the Company may be obtained upon request from the Singapore Representative during normal Singapore business hours. The delivery of this Singapore Prospectus or the issue of Shares shall not, under any circumstances, create any impression that the affairs of the Company or the Sub-Funds have not changed since the date of this Singapore Prospectus. This Singapore Prospectus may be updated from time to time to reflect material changes and investors should investigate whether a more recent Singapore Prospectus is available. The Board of Directors, Amundi Luxembourg S.A. (the “Management Company”), First Eagle Investment Management, LLC (the “Investment Manager”), and each of their related entities or employees, may from time to time hold positions in the collective investment schemes offered in this Singapore Prospectus. All enquiries relating to the Company and the Sub-Funds should be directed to the Singapore Representative, Amundi Singapore Limited. Restriction on United States investors The Shares have not been registered under the United States Securities Act of 1933 (as amended) and have not been registered with the Securities and Exchange Commission or with any State Securities Commission within the United States nor have they been registered under the Investment Company Act of 1940 (as amended). Accordingly, unless the Company is satisfied that Shares of any Sub-Fund and/or class of Shares can be allotted without breaching United States securities laws, they may not be directly or indirectly offered or sold in the United States of America, or any of its territories or possessions or areas subject to its jurisdiction, or to or for the benefit of a US Person. "US Person" means: (i) any natural person resident in the United States of America; (ii) any partnership or corporation organised or incorporated under the laws of the United States of America; (iii) any estate of which any executor or administrator is a US person; (iv) any trust of which any trustee is a US person; (v) any agency or branch of a foreign entity located in the United States of America; (vi) any non-discretionary account or similar account (other than an estate or trust), held by a dealer or other fiduciary for the benefit or account of a US person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated, or (if an individual) resident in the United States; and (viii) any partnership or corporation if: (A) organised or incorporated under the laws of any foreign jurisdiction; and (B) formed by a US person principally for the purpose of investing in securities not registered under the United States Securities Act of 1933, unless it is organised or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts. III FIRST EAGLE AMUNDI DIRECTORY Registered Office First Eagle Amundi Investment Company with Variable Capital 5, Allée Scheffer L-2520 Luxembourg Directors of First Eagle Amundi Christian PELLIS Mehdi A. MAHMUD Robert H. HACKNEY David P. O’CONNOR Guillaume LESAGE Christophe LEMARIE Management Company Amundi Luxembourg S.A. 5, Allée Scheffer L-2520 Luxembourg Depositary Bank and Paying Agent Société Générale Luxembourg 11, avenue Emile Reuter, L-2420 Luxembourg, Grand Duchy of Luxembourg Administrative Agent Société Générale Luxembourg 11, avenue Emile Reuter, L-2420 Luxembourg, Grand Duchy of Luxembourg Operational center: 28-32, place de la Gare L-1616 Luxembourg, Grand Duchy of Luxembourg Registrar Agent Société Générale Luxembourg, Operational center: 28-32, place de la Gare L–1616 Luxembourg, Grand Duchy of Luxembourg Société Générale group’s entity, outside the European Economic Area, to which processing of personal data could be delegated when rendering registrar and transfer agent services: Société Générale Global Solution Centre Pvt. Ltd, Voyager Building, 10F, Whitefield Road 560 066 Bangalore, India Auditors PricewaterhouseCoopers, Société Coopérative 2, rue Gerhard Mercator B.P 1443 L-1014 Luxembourg, Grand Duchy of Luxembourg Singapore Representative and Agent for Service of Process in Singapore Amundi Singapore Limited (Company Registration No. 198900774E) 80 Raffles Place, #23-01 UOB Plaza 1, Singapore 048624 IV Legal Advisers to the Company as to Singapore Law Tan Peng Chin LLC 50 Raffles Place, #27-01 Singapore Land Tower, Singapore 048623 V FIRST EAGLE AMUNDI Table of Contents Paragraph Page No. IMPORTANT INFORMATION II DIRECTORY IV 1. STRUCTURE OF THE COMPANY 1 2. MANAGEMENT STRUCTURE AND OTHER PARTIES 4 3. INVESTMENT OBJECTIVE, FOCUS AND APPROACH 11 4. FEES AND CHARGES 16 5. RISK FACTORS 24 6. INCLUSION UNDER THE CPF INVESTMENT SCHEME 26 7. SUBSCRIPTIONS OF SHARES OFFERED PURSUANT TO THIS SINGAPORE PROSPECTUS 26 8.