Launch Details | Management & Administration | The Company | Investment Policy
Investment Restrictions | Investment Risks | Conflicts of Interest | Borrowings | Dividends
Reports & Accounts | Publication of Prices | Manager | Administrator | Investment Adviser
Custodian | Charges and Fees | Subscription of Shares | Registration of Shares
Redemption of Shares | Transfer of Shares | Application Form
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(A Company incorporated with limited liability in Guernsey on 27 May 2005 under the provision of the Companies (Guernsey) Laws 1994 and 1996 with registration number 43215) LAUNCH DETAILS
The Company will not enter into hedging transactions. The Investment Adviser will undertake to monitor the underlying investments to ensure that in aggregate this restriction is not breached. In the event of a breach, the Investment Adviser will take immediate corrective action. No changes to the Investment Policy or the Investment Restrictions will otherwise be made without the approval of a Special Resolution of holders of Participating Shares.
An investment in the Company is only suitable for experienced investors who appreciate the risks involved, which may include the loss of their entire investment. An investment in the Company is not suitable for investors who may wish to release their investment at short notice. The Company is newly formed and has no operating history upon which investors can evaluate likely performance. There can be no assurance that the Company will achieve its investment objective. The income derived from the Participating Shares can fluctuate. Investors may not get back the full value of their investment. There can be no guarantee that the investment objectives of the Company will be met. Any change in the tax treatment of dividends paid or received by the Company may reduce the level of dividend received by Participating Shareholders. If under Guernsey law there were to be a change to the basis on which dividends could be paid by Guernsey companies, this could have a negative effect on the Company’s ability to pay dividends.
Dividends will be declared in Sterling but for the convenience of Shareholders, payment may be made in any freely convertible currency at the risk of the Shareholder provided instructions in writing signed by all relevant Shareholders are received by the Manager. The exchange rates used to calculate payments will be determined by the Manager by reference to normal banking rates. Currency conversions will be made by the Custodian as the agent on behalf of the Shareholder concerned, subject to the normal fees and any costs being borne by such Shareholder.
Half-yearly reports and unaudited financial statements relating to the Company will be made up to 30th September each year (commencing 30th September 2005) and will be sent to Shareholders and to the Channel Islands Stock Exchange within four months of the period to which they relate. The first half yearly reports and unaudited financial statements will be sent out at the end of January 2006.
Apollo Investment Management Limited ("the Manager") was appointed by the Company under an agreement dated 3 June 2005. The Manager manages the business of the Company and is responsible for investment decisions on the recommendation of the Investment Adviser subject to the overall control of the Directors and carries out the duties of Secretary to the Company. It currently has under its management assets in excess of US$50,000,000. The Manager is a limited liability company which was incorporated in Guernsey on 8th March 1994 and has its registered office at Anson Court, La Route des Camps, St. Martins, Guernsey, GY1 3TF, Channel Islands. The Manager is licensed under The Protection of Investors (Bailiwick of Guernsey) Law, 1987 to carry on controlled investment business. The management of the Company is the responsibility of its Board of Directors ("the Directors"). The Directors have delegated certain of their functions to the Manager in accordance with the Articles of Association although they remain ultimately responsible to the Shareholders for the performance of such functions. The Manager has delegated certain of its secretarial and administration functions to the Administrator. The Manager is permitted to deal in Participating Shares without accounting to the Company or the Shareholders for the profits. The Directors of the Manager are: Nicholas Cooling is a director of the Investment Adviser. The details of John G Hunter are set out on Page 8.
Kleinwort Benson (Channel Islands) Fund Services Limited ("the Administrator") was appointed by the Company and the Manager under an agreement dated 3 June 2005 (“the Administration Agreement”). The Administrator was incorporated on 11th May, 1978 in Guernsey for the purpose of supplying offshore fund administration services and has its registered office at Dorey Court, Admiral Park, St. Peter Port, Guernsey, GY1 3BG, Channel Islands. The Administrator is a wholly owned subsidiary of Kleinwort Benson Channel Islands Holdings Limited. The ultimate holding company of the Administrator is Allianz AG (“Allianz”) incorporated in Germany. The Administrator is licensed under The Protection of Investors (Bailiwick of Guernsey) Law, 1987 to carry on controlled investment business. The Custodian has appointed the Administrator to be the Company’s Registrar and Transfer Agent under powers contained in the Custodian Agreement dated 3 June 2005. Pursuant to the above mentioned agreement and appointment letter the Administrator is responsible for all duties in respect of dealings by the Shareholders and the maintenance of the share register. The Administrator is also required to maintain the financial records of the Company, the preparation of valuations and any other services agreed upon from time to time between the Manager, the Company, the Custodian and the Administrator. The Administrator and the Custodian are both subsidiaries of Allianz.
The Company and the Manager have appointed Kleinwort Benson (Guernsey) Limited, under an agreement dated 3 June 2005 to be responsible for the safekeeping of all securities and other assets of the Company. The Custodian’s ultimate holding company is Allianz AG incorporated in Germany. The Custodian’s principal activities involve the provision of custodian and trustee services as well as acting as custodian/trustee for other investment companies and unit trusts. The Custodian was incorporated in Guernsey with limited liability on 11th June 1963. As at the date of these Particulars the Custodian’s authorised share capital was £1,000,000 divided into 1,000,000 ordinary shares of £1 each of which 1,000,000 have been issued credited as fully paid. The Custodian is licensed by the Guernsey Financial Services Commission, under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, to undertake certain restricted investment activities including acting as custodian and trustee. The assets of the Company will be held either directly by the Custodian or to its order by sub-custodians, nominees or delegates of the Custodian. Assets will be held in a form that will distinguish them from other assets which the Custodian may hold for other clients or for their own account. Assets (including uninvested cash) will be held in a segregated client account in the name of the Custodian as Custodian of the Company and those assets other than cash placed on deposit with or held in account with the Custodian will not be available to creditors of the Custodian in the event of its insolvency. In appointing any sub-custodian, the Custodian will use reasonable skill, care and diligence in the appointment of suitable sub-custodians and shall be responsible to the Company the duration of any sub-custodian arrangements for satisfying itself as to the ongoing suitability of the sub-custodians to provide custodial services to the Custodian. The Custodian shall maintain an appropriate level of supervision over the sub-custodian(s) and will make appropriate periodical enquiries of its sub-custodians to confirm that the obligations of the sub-custodian(s) continue to be competently discharged. In respect of investments in any investment fund the Investment Adviser must satisfy itself that adequate custody arrangements have been entered into by the investment managers of the funds into which the assets of the Company are invested. This will form part of their evaluation procedure in deciding their investment strategy.
The Manager is entitled to retain for its own account and benefit all profits which may accrue to it from transactions in the Participating Shares. Under the Investment Adviser's Agreement, Marlborough Investment Management Limited will be entitled to receive from the Manager out of the fees received by the Manager from the Company such fees as may be agreed in writing from time to time between the Manager and the Investment Adviser. The agreed fee is 0.5% per annum of the Net Asset Value of the Company. Under the Custodian Agreement the Custodian is entitled to receive from the Company a maximum permissible fee, which is accrued daily and payable on the last or only Dealing Day in each month, of 0.075% per annum of the Net Asset Value of the Company subject to a minimum fee of £7,500 per annum reviewable after 3 years. The Company will also reimburse the Custodian for certain expenses incurred by the Custodian as specified in the Custodian Agreement including sub-custodian charges and a transaction fee of £50 for each investment transaction. Under the Administration Agreement, Kleinwort Benson (Channel Islands) Fund Services Limited will receive each month from the Manager such fees as may be agreed in writing from time to time between the Manager and the Administrator. As at the date of this Prospectus the agreed fee is 0.175% per annum of the Net Asset Value of the Company subject to an annual minimum fee of £10,000. The Company is responsible for all normal operating expenses including Directors' fees and expenses (which in the aggregate shall not exceed £30,000 per annum without the approval of Shareholders in General Meeting), stock exchange listing fees, listing sponsor’s fees, accounting and audit fees, printing costs, publication of prices, stamp and other duties and charges incurred in the acquisition and realisation of investments and certain expenses of the Manager as specified in the Management Agreement and certain expenses of the Administrator incurred on behalf of the Manager. In addition, an annual authorisation fee, currently £2,700 per annum, is payable by the Company to the Guernsey Financial Services Commission. The Company also pays an annual fee currently £600 to the States of Guernsey Income Tax Authority in respect of its exemption from Guernsey Income Tax. The costs of establishing the Company and the initial marketing of Participating Shares in the Company estimated to be £35,000 will be paid by the Company and will be amortised over a period of five years from the launch of the Company. Save as hereinbefore described no payments or benefits have been paid or given to any promoter in connection with the issue of Participating Shares. The estimated aggregate remuneration payable to Directors will not be more than £30,000 per annum.
Application must be made on the application form included with this Prospectus and should be sent to:- The Administrator, Kleinwort Benson (Channel Islands) Fund Services Limited, c/o Dorey Court, Admiral Park, St. Peter Port, Guernsey, GY1 3BG, Channel Islands. All applications must be for at least the minimum initial subscription set out in the application form. Subsequent subscriptions from existing investors must be for at least £2,500 or US$5,000. Fractions of a Participating Share will be issued where any subscription monies are not an exact multiple of the Offer Price. Each application should be accompanied by a cheque, bankers draft or money order drawn in Sterling or U.S. Dollars made payable to Apollo Investment Management Limited for the amount proposed to be invested. Alternatively, funds may be remitted by telegraphic transfer to Kleinwort Benson (Channel Islands) Limited as follows (quoting your name): Sterling US Dollars If payment is made in US Dollars, the applicable exchange rate for investment in the Company will be determined by the Custodian. The cost of conversion (if any) is deducted from the converted amount. Contract notes confirming the allotment of shares and allocating a shareholders reference number (which should be quoted in all subsequent communications) will be posted to applicants or their nominated agents at the applicant's risk before the close of business on the second Business Day following the day on which allotment is made. Share Certificates will normally be sent out to investors within 21 days of receipt of completed registration documentation. Temporary certificates will not be issued. The Company reserves the right to reject any application in whole or in part.
The Company has the right to restrict the number of Participating Shares to be redeemed on any Dealing Day to a maximum of 10 per cent of the number of Participating Shares in issue. If the number of Participating Shares to be redeemed on any Dealing Day is in excess of this figure, all applicants for redemption will have their redemption requests scaled down pro rata. Any redemption request not satisfied will be held over for redemption on the next Dealing Day. Redemption proceeds will be despatched by the Manager by the fourth Business Day following the relevant Dealing Day, or if later on the Business Day following the subsequent receipt by the Manager of the above certificate with the redemption form on the reverse duly completed by the Shareholder. Payment will only be made in the name of the registered shareholder or, in the case of joint holders, to the first named holder. Payment instructions for the redemption proceeds may be amended by written instruction signed by the registered holder(s). Redemption proceeds will be paid by cheque denominated in Sterling or in US Dollars. Alternatively, if the redemption proceeds are in excess of £10,000 or the currency equivalent, the proceeds may be paid by telegraphic transfer at the shareholder's request, risk and expense.
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