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Apollo Tiger Fund Ltd.

Launch Details | Management & Administration | The Company | Investment Policy
Investment Restrictions | Investment Risks | Reports & Accounts | Publication of Prices
Investment Adviser | Fund Manager | Subscription of Shares | Redemption of Shares | Application Form

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Apollo Tiger Fund Ltd.

(A Company incorporated with limited liability in Guernsey on 25th March 1994 under the provision of the Companies (Guernsey) Laws 1994 and 1996 with registration number 27986)

LAUNCH DETAILS

Offer Price: Net Asset Value per share
(plus a preliminary charge of up to 5.5%)
Dealing Day: Thursday (Weekly)
Minimum Investment: £5,000/US$10,000
Minimum Subsequent Investment: £2,500/US$5,000
Types of Shares: Participating Redeemable Preference Shares

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MANAGEMENT AND ADMINISTRATION

Manager and Secretary Apollo Investment Management Limited, First Floor, Tudor House, Le Bordage,
St. Peter Port, Guernsey, GY1 1DB, Channel Islands
Registered Office of the Company Apollo Tiger Fund Limited,
Dorey Court, Admiral Park, St. Peter Port,
Guernsey, Channel Islands.
Custodian Royal Bank of Canada (Channel Islands) Ltd.,
PO Box 48, Canada Court, Upland Road, St. Peter Port,
Guernsey, Channel Islands, GY1 3BQ.
Administrator and Registrar Kleinwort Benson (Guernsey) Fund Services Limited,
Dorey Court, Admiral Park, St. Peter Port,
Guernsey, Channel Islands.
Investment Adviser

Aberdeen Asset Management Asia Limited
21, Church Street, Capital Square Two, Singapore 049480

Auditors Moore Stephens Chartered Accountants
Town Mills South, La Rue du Pre, St. Peter Port,
Guernsey, GY1 3HZ, Channel Islands.
Advocates Ozannes
P.O. Box 186, 1 Le Marchant Street, St. Peter Port,
Guernsey, GY1 4HP, Channel Islands.

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THE COMPANY

The Company is an open-ended investment company which was incorporated with limited liability in Guernsey on 25th March, 1994 under the provisions of the Companies (Guernsey) Laws, 1908 to 1990 with an authorised share capital of £20,100. The Company has issued 100 Management Shares of £1 each and can issue up to 2,000,000 Unclassified Shares of 1p each. The Unclassified Shares may be issued as Participating Shares or Nominal Shares as defined on Page 15. On the 20th April, 1994 (launch date) there were 194,215.319 Participating Shares issued at the fixed offer price of £10 each.

The Articles of the Company enable the Directors to create separate classes of Participating Shares and the capital structure is such that the Company operates in a similar way to a unit trust in that it issues and redeems its Participating Shares at prices based on the underlying net asset value.

It is the Directors intention to distribute in excess of 85% of the net income in order to apply to the Board of the United Kingdom Inland Revenue under the Taxes Act 1988 for the Company to be certified as a distributing fund.

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INVESTMENT POLICY

The Company is designed for investors seeking to achieve long-term capital growth through investments in a professionally managed portfolio of equity securities of issuers based in the Far East. The major financial markets in which this Company will invest are Hong Kong, Singapore, Malaysia, Indonesia, Taiwan, Thailand, South Korea, Philippines, Australia and New Zealand. It will also invest in the new emerging markets of China, India, Pakistan, Sri Lanka, Bangladesh and other Far East Markets as seen fit. The Company will diversify its investments in a range of industries and companies. Investments may include well established companies, as well as growth type companies and investments in other collective investment schemes. In selecting investments, emphasis will be put on macro-economic factors as well as sector and company analysis.

A flexible investment approach will be maintained so that investments may include common and preferred stocks, convertible securities, warrants and options. The Company may also invest in forward foreign currency exchange contracts for hedging purposes.

In the event economic or financial conditions are considered adverse for Far Eastern equity markets, or pending investments in such equities the Company may invest in fixed interest securities, cash and money market equivalents of investment grade.

Investments will normally be denominated in Far Eastern currencies, but the Company may purchase investments denominated in other major currencies, convertible into the common stock of a Far Eastern issuer.

The principal investment objectives and policies of the Company, as set out above will, in the absence of unforeseen circumstances, be adhered to for at least three years following admission of the Participating Shares to the Official List of The Irish Stock Exchange. Any material changes in the objectives and policies of the Company within that period will only be made with the approval of the Shareholders.

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INVESTMENT RESTRICTIONS

Whilst the Company’s Memorandum and Article of Association impose no restrictions as to the type of investments it may make and the investment methods it may adopt the Directors have resolved to adopt the following investment restrictions. The restrictions are that the Company will not:

(1) invest more than 10 per cent of its net asset value (calculated at the time of investment) in securities of any one issuer except for sovereign government or supranational borrowers where a limit of 20 per cent shall apply, nor shall the Company invest more than 10% of the net asset value in other collective investment schemes.

(2) invest in more than 10 per cent of the securities of any class of any one issuer (calculated by reference to the nominal amount of that security at the time of investment), or more than 10 per cent of the units in any collective investment scheme.

(3) invest more than 10 per cent of its total net asset value (calculated at the time of investment) in securities that are not listed on a Stock Exchange or quoted on a recognised over-the-counter market, or which are restricted securities, the realisable price of which may be affected by contractual or legal restrictions on sale, or in warrants or options.

(4) exercise legal or management control of any company in which the Company may be invested nor will it purchase securities of an issuer for the purpose of exercising control or management of that issuer.

(5) purchase any securities on margin except that the Company may obtain such short-term credit as may be necessary for the clearance of purchases and sales of securities held for the account of the Company or make short sales of securities or maintain a short position (deposits made in connection with option or forward contracts are not considered to be margin for this purpose).

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INVESTMENT RISKS

The Funds assets will be invested primarily in securities denominated in currencies other than Sterling and any income received by the Fund from these investments will be received in those currencies, some of which may fall in value against the Sterling. The Fund will compute its net asset value and make any distributions in Sterling; there is therefore a currency exchange risk which may affect the value of the Shares.

The trading volume on some of the markets through which the Fund may invest may be substantially less than in the worlds leading stock markets; accordingly the accumulation and disposal of holdings in some investments may be time-consuming and may need to be conducted at unfavourable prices. Liquidity may also be less and volatility of prices greater than in the leading markets as a result of a high degree of concentration of market capitalisation and trading volume in a small number of companies.

Some of the countries in which the Fund may invest are undergoing a period of rapid expansion and are less regulated than many of the worlds leading stockmarkets. In addition, market practices in relation to settlement of securities transactions and custody of assets in some of these countries can provide increased risk to the Fund.

The value of the Fund’s assets may be affected by uncertainties such as changes in government policies, taxation, currency repatriation restrictions and other developments in the law or regulations of the countries in which the Fund may invest and, in particular, by changes in legislation relating to the level of foreign ownership in the companies in some emerging countries.

Accounting, auditing and financial reporting standards, practices and disclosure requirements applicable to some companies in Asia in which the Fund may invest may differ from those applicable in Ireland and other OECD countries in that less information is available to investors and such information may be out of date.

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REPORTS AND ACCOUNTS

Copies of the reports and audited accounts of the Company made up to 31st March each year will normally be sent to Shareholders at their registered addresses in July of each year. Half-yearly reports and unaudited accounts relating to the Company will be made up to 30th September each year and will normally be sent to Shareholders in January of each year. In any event, the annual audited accounts and the semi-annual unaudited accounts will be sent to shareholders within six months and four months respectively of the period to which they relate.

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PUBLICATION OF PRICES

The bid prices and offer prices will be quoted daily in ‘The Financial Times’ together with the cancellation price where possible. The published offer price is inclusive of the maximum 5.5% initial charge.

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INVESTMENT ADVISER

Under an agreement dated 13th April, 1994 Aberdeen Asset Management Asia Limited were appointed Investment Advisers to the Company. Under the said agreement the Investment Adviser will assist the Manager in carrying out the investment policy of the Company and in the investment of the assets of the Company.

The Investment Adviser is appointed until the appointment is terminated by not less than three months notice by either party.

In consideration of the services to be performed, the Investment Adviser is entitled to receive a fee, payable by the Manager and therefore included in the accounts within the Management fee.

The Directors would like to remind Shareholders that as at 25th July, 1996 they agreed to a minor amendment to the Investment Advisory Agreement. The Investment Adviser now has the ability to place investment deals on behalf of the Company without seeking prior approval from the Fund Manager. This now allows the Investment Adviser to act quickly to changing market conditions.

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FUND MANAGER

Name - Hugh Young
Location - Singapore.
Further details currently being updated.

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SUBSCRIPTION OF SHARES

Participating Shares are issued in response to applications from investors at the current subscription (offer) price on the Dealing Day next following receipt of an application. A Dealing Day is the Thursday of each week as long as this is treated as a business day by the banks in the Island of Guernsey. The issue of Participating Shares is conditional upon payment of cleared funds for such shares having been received, by the Manager by 5.00 p.m. (Guernsey time) on the business day immediately preceding the relevant Dealing Day. If cleared funds are received after 5.00 p.m. (Guernsey time) the issue of Participating Shares pursuant thereto will normally take place on the next but one Dealing Day. However, the Manager may at its discretion, accept applications from authorised intermediaries in accordance with the above condition but without the payment of cleared funds. In these cases, payment of the cleared funds must be received within 5 working days subsequent to the Dealing Day.

Application must be made on the application form and should be sent to Kleinwort Benson (Guernsey) Fund Services Ltd., Dorey Court, Admiral Park, St. Peter Port, Guernsey, Channel Islands. Tel: +44 (0) 1481 700219.

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 its currency equivalent. Fractions of a 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 Barings (Guernsey) Limited as follows (quoting your name):

Sterling
Royal Bank of Canada (Channel Islands) Ltd.,
PO Box 48, Canada Court, Upland Road, St. Peter Port,
Guernsey, Channel Islands, GY1 3BQ.

U.S Dollars
Royal Bank of Canada (Channel Islands) Ltd.,
PO Box 48, Canada Court, Upland Road, St. Peter Port,
Guernsey, Channel Islands, GY1 3BQ.

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, where appropriate, any exchange rate(s) applied, together with the relevant Confirmation Advices, 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.

The Company reserves the right to reject any application in whole or in part.

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REDEMPTION OF SHARES

Shareholders may arrange to redeem all or part of their Participating Shares on any Dealing Day at the prevailing redemption (bid) price. Instructions should be given by completing the redemption request on the reverse of the Certificate or in writing or by fax (confirmed in due course by signing the reverse of the Certificate(s)) to be received by the Manager not later than 5.00 p.m. (Guernsey time) on the Business Day immediately preceding the intended Dealing Day. Otherwise, at the option of the Directors, redemption will be at the bid price of the Participating Shares on the next but one Dealing Day. At the election of the Manager, Participating Shares offered for redemption may be purchased by the Manager or redeemed by the Company but no selling shareholder may receive less than the bid price.

Redemption proceeds are normally despatched by the Manager by the fourth Business Day following the relevant Dealing Day, or 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, unless alternative payment instructions are provided on the application form. Payment instructions for the redemption proceeds may be amended by written instruction signed by the registered holder. Redemption proceeds are paid by cheque denominated in Sterling. Alternatively, if the Redemption proceeds are in excess of £10,000 (or such other amount as the Directors may from time to time determine) or the currency equivalent, the proceeds may be paid by telegraphic transfer at the shareholder’s request, risk and expense.

If redemption proceeds are payable in a currency other than that of Sterling, the rate of exchange between Sterling and the currency agreed for payment will be determined by the Custodian. The cost of conversion (if any) will be deducted from the converted payment.

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APPLICATION FORM

The Share Application Form is available to download here as an Adobe™ Acrobat PDF document. You will need to print the application form out and send it to us by mail or courier.

If you do not already have it you will need Adobe™ Acrobat Reader to view and print this document. Adobe™ Acrobat Reader can be downloaded free from Adobe's website - click here to go directly to it.

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