Marble Bar Asset Management LLP (“Marble Bar”) is authorised and regulated by the UK Financial Conduct Authority as an alternative investment fund manager (“AIFM”) with permission to manage portfolios of investments. Marble Bar is also registered with the United States Securities and Exchange Commission as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended. Staff are seconded to Marble Bar from Lexcor Capital LLP to manage portfolios for fund and managed account clients which operate the Lexcor strategy (the “Lexcor Funds”). Lexcor Capital LLP is incorporated in the United Kingdom, and its registered address is 10 Queen Street Place, London, United Kingdom, EC4R 1AG. Lexcor Capital LLP is an appointed representative of Mable Bar.
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 Marble Bar. 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, prospectus, investment management agreement or similar agreement 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 Marble Bar 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 authors 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 Marble Bar, its members, employees or affiliates 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.
Marble Bar and the Lexcor Funds may enter into side letter(s) and/or other arrangements with investors in the Lexcor Funds. The side letter(s) and/or other arrangements may contain terms including fees, liquidity, disclosure and capacity, among others. Certain details of these terms, where not restricted by confidentiality requirements, are available via email on request.
The EU Sustainable Finance Disclosure Regulation (“SFDR”) came into force on the 10th of March 2021. Marble Bar is a non-EU manager and therefore the SFDR does not apply to Marble Bar or the Lexcor Funds. Marble Bar does not take into account the EU criteria for environmentally sustainable economic activities, nor does it integrate sustainability risks into its investment decision making processes of the Lexcor Funds.
INFORMATION FOR PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA (“EEA”) AND UNITED KINGDOM (“UK”)
The Lexcor Funds may only be offered to an investor established, domiciled, or with a registered office in an Member State of the EEA (each an “EEA Member State” and “EEA Investor”) or in the UK (“UK Investor”) that falls within the definition of a “professional investor” within the meaning of Directive 2011/61/EU (as amended and implemented in each EEA Member State, and in respect of the UK, as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended)). The Lexcor Funds may only be offered to professional investors in accordance with local measures implementing AIFMD. Investors in an EEA Member State where the Lexcor Funds are not being offered pursuant to private placement rules implementing the AIFMD may invest in the Lexcor Funds, but only in circumstances where they do so at their own initiative. Where this communication is made to, or directed at, UK Investors, it is issued by Marble Bar unless otherwise specified, and the following applies. This communication constitutes a financial promotion in respect of a collective investment scheme for the purposes of the Financial Services and Markets Act 2000 (as amended). This communication is made to, or directed at, UK Investors that fall within the definition of a “professional investor” under AIFMD, and who are: (1) Investment Professionals within the meaning of Article 14 of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (the “PCISE Order”); (2) certain high net worth entities falling within Article 22 of the PCISE Order; or (3) any other persons to whom this communication may lawfully be made to, or directed at, under the PCISE Order and/or Chapter 4.12 of the FCA Handbook’s Conduct of Business Sourcebook. 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). 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 Lexcor 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 Fund or the accuracy or adequacy of this document.
INFORMATION FOR PROSPECTIVE INVESTORS IN SWITZERLAND
The Lexcor Funds have not been approved by the Swiss Financial Market Supervisory Authority (“FINMA”) for offering to non-qualified investors pursuant to Art. 120 para. 1 of the Swiss Federal Act on Collective Investment Schemes of 23 June 2006, as amended (“CISA”). In addition, the Lexcor Funds have not and do not intend to appoint a Swiss representative or a Swiss paying agent for the shares offered in Switzerland. Accordingly, the shares may only be offered or advertised, and this document may only be made available, in Switzerland to qualified investors within the meaning of CISA who are not high-net-worth individuals (or private investment structures established for high-net-worth individuals) having opted out to professional client status under Art. 5 para. 1 of the Swiss Federal Act on Financial Services. Investors in the Lexcor Funds do not benefit from the specific investor protection provided by CISA and the supervision by the FINMA in connection with the approval for offering.
INFORMATION FOR PROSPECTIVE INVESTORS IN CANADA
This material is being provided for informational purposes only and is not, and under no circumstances should be construed as, an advertisement, offering or solicitation for purchasers of securities of the Lexcor Funds in Canada. No securities commission or similar authority in Canada has reviewed this material or has in any way passed upon the merits of any securities referenced in this material and any representation to the contrary is an offence. Investments in securities of the Lexcor Funds may only be made by eligible private placement purchasers that qualify as “accredited investors” and “permitted clients” under applicable Canadian securities laws pursuant to applicable Canadian private placement offering documents, which will be provided upon request. Neither the Lexcor Funds nor Marble Bar is currently registered as an adviser or dealer under the securities laws of any Canadian jurisdiction.
Prior to investing in the Lexcor Funds, prospective investors should carefully review the Offering Memorandum and subscription documents and consult with their legal, investment, accounting, tax and other advisors to determine the consequences of an investment in the Lexcor Funds. Each prospective investor should consult with its own advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase the securities of the Lexcor Funds under its governing legislation and applicable investment laws, regulations, rules and guidelines, and none of the Lexcor Funds, nor Marble Bar will have any responsibility for making this determination. Prospective investors will be required to establish their eligibility, including as “accredited investors” and “permitted clients”, in order to purchase securities of the Lexcor Funds.
INFORMATION FOR PROSPECTIVE INVESTORS IN HONG KONG
This document has not been reviewed or approved by the Securities and Futures Commission or any regulatory authority in Hong Kong, nor has a copy of it been registered by the Registrar of Companies in Hong Kong and, accordingly: (i) interests in the Lexcor Funds may not be offered or sold in Hong Kong by means of any document other than to persons that are considered “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made thereunder or in other circumstances which do not result in such document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of the Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance; and (ii) no person may issue, or have in its possession for the purpose of issue, any invitation, advertisement or other document relating to interests in the Lexcor Funds whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to interests in the Lexcor Funds which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors”. You are advised to exercise caution in relation to the offering. If you are in any doubt about any content of this document, you should obtain independent professional advice.
INFORMATION FOR PROSPECTIVE INVESTORS IN KUWAIT
This document is not for general circulation to the public in Kuwait. Interests in the Lexcor Funds have not been licensed for offering in Kuwait by the Kuwait Capital Markets Authority or any other relevant Kuwaiti government agency. The offering of the interests in the Lexcor Funds in Kuwait on the basis of a private placement or public offering is, therefore, restricted in accordance with Law No. 7 of 2010 (the Kuwait Capital Markets Law) (as amended) and the bylaws thereto (as amended). No private or public offering of interests in the Lexcor Funds is being made in Kuwait, and no agreement relating to the sale of interests in the Lexcor Funds will be concluded in Kuwait. No marketing or solicitation or inducement activities are being used to offer or market interests in the Lexcor Funds in Kuwait.
INFORMATION FOR PROSPECTIVE INVESTORS IN THE UNITED ARAB EMIRATES
This document relates to interests in the Lexcor Fund (the “Interests”), which for the purposes of the relevant rules administered by the Securities and Commodities Authority (the "SCA") of the United Arab Emirates would qualify as a fund. The Lexcor Fund is not subject to any form of regulation or approval by the SCA. The SCA has no responsibility for reviewing or verifying any prospectus or other documents in connection with the Interests. Accordingly, the SCA has not approved this document or any other associated documents nor taken any steps to verify the information set out in this document. The Interests to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers should conduct their own due diligence on the Interests. If you do not understand the contents of this document you should consult an authorised financial adviser.
