The Company is incorporated in the Isle of Man and investors should be aware that their rights and obligations as shareholders in an Isle of Man company may be different in some respects to their rights and obligations in a company incorporated in the United Kingdom. Investors are advised to take appropriate legal advice in this regard.
The Company has not been and will not be registered with the US Securities Exchange Commission under the US Investment Companies Act of 1940, as amended (the "1940 Act"). In addition, the Shares have not been and will not be are not registered under the US Securities Act of 1933, as amended (the "1933 Act") or any US State Securities laws. Therefore, the Shares may not be publicly offered or sold in the United States or directly or indirectly to or for the benefit of a "US Person" as declined herein. A "US Person" as used herein means a "US Person" as defined under Regulation S of the 1933 Act, as well as the following: (1) a citizen or resident of the United States; (2) a partnership or corporation organised or incorporated under the laws of any state, territory or possession of the United States; (3) any estate or trust, other than an estate or trust which is not subject to US income tax on its income derived from sources outside the US and not effectively connected with the conduct of a trade or business within the United States; or (4) any estate or trust which has a US person as its executor, administrator, or trustee. Shares will be offered or sold within the United States only to Qualified Purchasers, as defined under the 1940 Act.
Further, Shares may be offered or sold within the United States only pursuant to Regulation D of the 1993 Act and only to purchasers who constitute (i) an "accredited investor", as such term is defined in Rule 501(A) of Regulation D, and (ii) a "qualified purchaser", as such term is defined in Section 2(A)(51) of the 1940 Act; provided, further, that any prospective purchaser of Shares which is a US Person may be subject to substantial re-sale restrictions relating to any Shares purchased pursuant to Regulation D and should, therefore, consult its own legal counsel as to the extent and applicability of such re-sale restrictions under the US Security laws.
The Company's Articles contain provisions designed to restrict the holding of Shares by persons, including US Persons, where in the opinion of the Directors such a holding could cause or be likely to cause the Company some legal, regulatory, pecuniary, tax or material administrative disadvantage. No ERISA Plan Investor may acquire Shares without the Company's prior written consent. Shares held by ERISA Plan Investors are subject to provisions requiring a compulsory transfer as set out in the Articles. The Ordinary Shares have not been approved or disapproved by the United States Securities and ExchangeCommission (the "SEC"), any US state securities commission or any other regulatory authority nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this document. Any representation to the contrary is unlawful. The Ordinary Shares will be offered and sold outside the United States pursuant to the requirements of Regulation S under the Securities Act ("Regulation S"). The Ordinary Shares cannot be offered, resold, pledged or otherwise transferred in the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S).