The Scheme Particulars ("Scheme Particulars") of GFG Fund PCC Limited ("Company") and any relevant Supplemental Particulars ("Supplemental Particulars") relating to a Fund ("Fund") of the Company are not, and under no circumstances shall be construed as, an advertisement or a public offering of shares in the Company.
The Scheme Particulars and the Supplemental Particulars ("Disclosure Documents") have been prepared solely for, and are delivered on a confidential basis to, prospective investors considering the offering and purchase of shares in a Fund of the Company ("Shares"). Any reproduction or distribution of the Disclosure Documents, in whole or in part, or the disclosure of their contents, without the prior written consent of the Company is prohibited and all recipients agree they will keep confidential all information contained in the Disclosure Documents and not already in the public domain and will use the Disclosure Documents for the sole purpose of evaluating a possible investment in the relevant Fund.
The distribution of the Disclosure Documents and the offering of Shares under such documents may be restricted in certain jurisdictions and any person coming into possession of the Disclosure Documents is required to inform themselves of, and to observe any such restrictions. The Disclosure Documents do not constitute an offer or solicitation to anyone to purchase Shares in any jurisdiction in which such offer or solicitation is not authorised nor to any person to whom it is unlawful to make such an offer or solicitation. Unless otherwise stated in the Scheme Particulars or any Supplemental Particulars, the Shares to be offered have not been registered and will not be registered under the securities laws of any jurisdiction, other than as required to qualify for exemptions from prospectus requirements where applicable, and will be offered and sold in reliance on an exemption from the registration and/or prospectus requirements of such laws. The Company accepts no legal liability for any violation of such restriction by any person, whether or not a prospective subscriber for Shares.
The directors of the Company ("Directors") have taken all reasonable care to ensure that the facts stated in the Disclosure Documents are true and accurate in all material respects, and that there are no other facts, the omission of which, would make misleading any statement in the documents, whether of facts or of opinion. All the Directors accept responsibility for the Disclosure Documents.
The Disclosure Documents include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward- looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical fact and include statements regarding the Company’s intentions, beliefs or current expectations.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, the factors described in the risk factors section. Forward-looking statements may and often do differ materially from actual results.
Potential investors should keep in mind that any forward-looking statement made by the Company in the Disclosure Documents or elsewhere applies only at the date on which the Company makes it. New factors that would or could cause the Company's business to develop or perform other than as expected or predicted may emerge from time to time and it is not possible for the Company to predict such factors. Further factors may cause actual results to differ from those contained in the forward-looking statements. The Company has no duty to, and does not intend to, update or revise such forward-looking statements in the Disclosure Documents after the date of such documents, except as may be required under law or regulation.
Investors must refer to the relevant Supplemental Particulars which are separate to the Scheme Particulars. Each of the Supplemental Particulars sets out the specific terms and conditions of the relevant Fund and the Shares to which the Supplemental Particulars relate as well as risk factors and other information specific to the relevant Fund.
An investment in the Company requires the financial ability and willingness to accept high risks and a lack of liquidity. Investors in the Company must be prepared to bear such economic risks for an indefinite period of time.
Prospective investors are expected to conduct their own enquiries into the Company, the relevant Funds and any related matters. Each prospective investor will be afforded the opportunity to obtain all additional information which such investor may reasonably request relating to the Company, the Funds or any of the documents that the Company possesses or can acquire without unreasonable effort or expense and which are necessary to verify the accuracy of the information contained in any Disclosure Document.
The offer of Shares set out in the Disclosure Documents may, without notice, be withdrawn, cancelled or modified by the Company at any time and is specifically made subject to the conditions described in the relevant Disclosure Documents (and any contractual documentation that is subsequently sent to investors). The Company reserves the right at its discretion to reject any application, in whole or in part.
Prospective investors shall not construe the contents of any Disclosure Document as legal, accounting or tax advice or as information necessarily applicable to each prospective investor’s particular financial situation. Each investor should consult its own financial adviser, lawyer or accountant as to legal, tax or related matters concerning the acquisition, holding or disposal of Shares.
As a matter of Guernsey law, provided that the conditions laid down in the Companies Law governing protected cell companies are complied with, assets attributable to each Fund of the Company shall only be available to investors or creditors in respect of that Fund and the assets of that Fund shall be protected from investors or creditors of the Company who are not investors or creditors in respect of that Fund.
Authorisation of the Company
The Company has been authorised by the Guernsey Financial Services Commission as a Class B Scheme under the Protection of Investors (POI) Law. In giving this authorisation the Commission does not vouch for the financial soundness of the Company or for the correctness of any statements made or opinions expressed with regard to it.
Investors are not eligible for the payment of compensation under the Collective Investment Schemes (Compensation of Investors) Rules, 1998 made under the POI Law. It should be remembered that the price of Shares and the income from them (if any) can go down as well as up and that, on redemption of their Shares, investors may not receive the amount that they originally invested.
Stock Exchange Listing
Shares referable to certain Funds may be listed on a stock exchange (including on the Official List of the Channel Islands Securities Exchange Authority Limited ("CISE")). Further details are set out in the relevant Supplemental Particulars.
Neither the admission of the Shares to the Official List of the CISE nor the approval of the listing document pursuant to the listing requirements of the CISE shall constitute a warranty or presentation by the CISE as to the competence of the service providers to (or any other party connected with the Company or the Funds), the adequacy or accuracy of the information contained in the listing documents or the suitability of the Company for investment or any other purpose.
In respect of a listing on the Official List of the CISE, this listing document includes particulars given in compliance with the listing rules of the CISE for the purposes of giving information with regards to the Company. The Directors, whose names appear in the Scheme Particulars, accept full responsibility for the information contained in this listing document and confirm having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts or omissions of which would make any statement misleading.
For the Attention of United Kingdom Residents
No authorised person has approved the Scheme Particulars nor the Supplemental Particulars for the purposes of the United Kingdom Financial Services and Markets Act 2000 ("FSMA"). The Scheme Particulars and any Supplemental Particulars are confidential and only for distribution in the United Kingdom (i) at any time, to persons reasonably believed by the Company to be investment professionals within the meaning of paragraph (5) of Article 19 or to high net worth companies or unincorporated associations within the meaning of paragraph (2) of Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (SI 2005/1529), as amended, and (ii) to persons who are qualified investors within the meaning of section 86(7) of FSMA. Outside the United Kingdom (and subject as provided below), the Scheme Particulars and the Supplemental Particulars will only be sent to persons to whom it may be lawful to distribute it. The Scheme Particulars and the Supplemental Particulars will be supplied to you solely for your information and may not be reproduced, further distributed or published in whole or in part by any other person. As the Shares will be offered to fewer than 100 persons (other than qualified investors within the meaning of section 86(7) of FSMA) per member state of the European Economic Area, the subscription will be an exempt offer of securities to the public for the purposes of section 86 of FSMA. Accordingly, the Scheme Particulars and the Supplemental Particulars do not constitute a prospectus and do not require the approval of the United Kingdom Financial Services Authority or any other relevant authority in any other member state of the European Economic Area.