Lexcor Capital LLP (“Lexcor”) is incorporated in England and Wales under company number OC419760. Our registered address is 55 Baker Street, London, W1U 8EW. Lexcor is an appointed representative of Marble Bar Asset Management LLP (“MBAM”) which is authorised and regulated by the UK Financial Conduct Authority and which is registered with the United States Securities and Exchange Commission as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended. MBAM will act as the investment manager for the Lexcor Funds (as defined below) with each of Kaveh Sheibani and Nicolas Gourdain seconded from Lexcor to MBAM.
This document is confidential and may not be reproduced, in whole or in part, or delivered to any other person without the prior written consent of Lexcor. This document contains proprietary information and is presented solely for discussion purposes.
Under no circumstances should this document be used, or considered, as an offer to sell, or a solicitation of any offer to buy any investment, nor shall this document or the fact of its distribution or communication form the basis of, or be relied on in connection with, any contract for any investment. Any offer of investments described in this document will only be made on the basis of an offering memorandum or a prospectus in respect of such investments (containing a description of material terms of the investment and the relevant investment risks). The information presented in this document is not investment advice and does not take into consideration the investment objectives, financial situation or particular needs of any investor. Investing entails certain risks, including the possible loss of the entire principal amount invested. Prospective investors should seek their own financial, tax, accounting and legal advice in connection with any proposed investment. Recipients should be aware that Lexcor is not acting for, or advising, them and is not responsible for providing them with the protections available under the UK regulatory system.
All opinions, projections and estimates constitute the judgment of the author as of the date of this document and are subject to change without notice. No representation, warranty or undertaking, express or implied, is given as to the accuracy or completeness of the information or opinions contained in this document by Lexcor, its members, employees or affiliates or any investment fund or account managed or advised by Lexcor (collectively, “Lexcor Funds”) and no liability is accepted by such persons for the accuracy or completeness of any such information or opinions, and nothing contained herein shall be relied upon as a promise or representation whether as to past or future performance. Statements and analysis contained in this document are based upon a number of assumptions. Changes in such assumptions could produce materially different results.
Past performance is not a reliable indicator of future results.
This document has not been audited or verified by an independent party and should not be seen as any indication of returns which might be received by investors in any Lexcor Fund. Where projections, forecasts, targeted or illustrative returns or related statements or expressions of opinion are given (“Forward Looking Information”) they should not be regarded by any recipient of this document as a guarantee, prediction or definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. A number of factors, in addition to any risk factors stated in this document, could cause actual results to differ materially from those in any Forward Looking Information. There can be no assurance that any of Lexcor Fund’s investment strategy or objective will be achieved or that investors will receive a return of the amount invested.
With effect from 30 September 2019, the Cayman Islands Data Protection Law, 2017 (the “DPL”) comes into force. As controllers of personal data for the purposes of the DPL, the DPL applies to the Fund and the Master Fund and the processing of personal data by them and any relevant undertakings they appoint. Further information can be obtained from the Investment Manager.
Information for Prospective Investors in the European Economic Area (“EEA”)
In each member state of the European Economic Area (each a “Relevant Member State”) that has implemented the Alternative Investment Fund Managers Directive 2011/61/EU (“AIFMD”), a Lexcor Fund may only be offered to professional investors in accordance with local measures implementing AIFMD. Investors in a Relevant Member State where the relevant Lexcor Fund is not being offered pursuant to private placement rules implementing the AIFMD may invest in the relevant Lexcor Fund, but only in circumstances where they do so at their own initiative.
In the United Kingdom, this communication is addressed only to persons who are: (1) investment professionals within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FPO”); or (2) certain high net worth entities falling within Article 49 of the FPO. This communication must not be acted or relied upon by any other persons.
Information for Prospective Investors in the United States of America This document is not intended as an offer or solicitation with respect to the purchase or sale of any security. This document is not intended for distribution to, or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. In particular this document is not intended for distribution in the United States or for the account of U.S. persons (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”) except to persons who are ‘qualified purchasers’ (as defined in the United States Investment Company Act of 1940, as amended (the “Investment Company Act”) and ‘accredited investors’ (as defined in Rule 501(a) under the Securities Act). Lexcor is not registered with the United States Securities and Exchange Commission as an investment adviser. The Lexcor Funds are not, and will not be, registered under the Securities Act or the securities laws of any of the states of the United States and interests therein may not be offered, sold or delivered directly or indirectly into the United States, or to or for the account or benefit of any US person, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of such securities laws. The securities will be subject to restrictions on transferability and resale. The Funds will not be registered under the Investment Company Act. No United States regulatory authority has passed upon or endorsed the merits of an offering by the Lexcor Funds or the accuracy or adequacy of this document.
Information for Prospective Investors in Switzerland
In Switzerland, the Fund is considered foreign investment schemes pursuant to Art.119 of the Swizz Federal Collective Investment Schemes Act (“CISA”). No application has been submitted to the Federal Financial Market Supervisory Authority (“FINMA”) to obtain approval within the meaning of Art. 120 CISA to offer or distribute the investment in or from Switzerland to “Non-Qualified Investors”, and no other steps have been taken in this direction. Consequently, investors do not benefit from the specific investor protection and/or FINMA supervision pursuant to the CISA and its implementing ordinances.
Any offer or sales must therefore be in strict compliance with Swiss law, and in particular with the provisions of the Collective Investment Schemes Act and its implementing ordinances, and FINMA circular 2013/9 on distribution of collective investment schemes. No person or entity is authorised to offer or sell the Shares or distribute any Fund Documentation, including the Prospectus, The Articles of Incorporation and annual reports issued by the Fund from time to time or promotional material pertaining to the Fund in or from Switzerland other than to “Qualified Investors” as defined in Article 10 of the CISA and Articles 6 and 6a of the CISO and any circulars issued by FINMA.
The Fund has appointed as Swiss Representative Oligo Swiss Fund Services SA, Av. Villamont 17, 1005 Lausanne, Switzerland, Tel: +41 21 311 17 77, email: info@oligofunds.ch. The Fund’s paying agent is Neue Helvetische Bank. Any Fund Documentation may be obtained free of charge from the Swiss Representative in Lausanne. In respect of the Shares distributed in or from Switzerland, the place of performance and jurisdiction is at the registered office of the Swiss Representative.
