Investment in Funds managed by the Company “ Canaima Capital Management” is a controlled investment for the purposes of the financial promotion restriction under section 21 of FSMA. This communication is exempt from the general restriction under section 21 of FSMA on the communication of invitations or inducements to engage in investment activity on the grounds that it is made to or directed at only the following persons:
Persons of any other description in the United Kingdom may not receive and should not act or rely on this communication or any other marketing materials relating to the Company. An "investment professional" for the purposes of Article 19 of the FPO is (a) a Person authorised under FSMA, (b) a person exempt from authorisation under FSMA, (c) a person whose ordinary activities involve him in carrying out the controlled activity of investing in shares in unlisted companies or who it is reasonable to expect will carry on such activity for the purposes of a business carried on by him; (d) a government, local authority or an international organisation; or (e) a person ("A") who is a director, officer or employee of a person ("B") falling within any of (a) to (d) where the communication is made to A in that capacity and where A's responsibilities when acting in that capacity involve him n the carrying on by B of controlled activities. A "high net worth company, unincorporated association etc" for the purposes of Article 49 of the FPO is (a) a body corporate which has, or is a member of the same group as an undertaking which has, a called up share capital or net assets of at least £5 million (or where the body corporate has more than 20 members or is a subsidiary undertaking of a parent undertaking which has more than 20 members, at least £500,000); (b) an unincorporated association or a partnership which has net assets of not less than £5 million, (c) the trustee of a high value trust which has, or has had in the last 12 months before the date of this communication, an aggregate value of at least £10 million; or (d) any person ("A") whilst acting in the capacity of director, officer or employee of a person ("B") falling within (a) – (c) where A’s responsibilities when acting in that capacity, involve him in B's engaging in that investment activity. A "certified high net worth individual" within the meaning of Article 48 of the FPO is an individual who has signed, within the last 12 months, a statement in the terms prescribed by Part 1 of Schedule 5 to the FPO to the effect that (a) he is a certified high net worth individual for the purposes of the FPO, (b) he understands that this means that he can receive promotions that may not have been approved by a person authorised by the Financial Conduct Authority, that the content of such financial promotions may not conform to rules issued by the Financial Conduct Authority, and that by signing the statement he may lose significant rights, he may have no rights to complain to the Financial Conduct Authority or the Financial Ombudsman Scheme and may have no right to seek compensation under the Financial Services Compensation Scheme; (c) he is a certified high net worth individual because at least one of the following applies: (i) he had, during the financial year immediately preceding the date on which the certificate is signed, an annual income of not less than £100,000; or (ii) he held, throughout the financial year immediately preceding the date on which the certificate is signed, net assets to the value of not less than £250,000; and (d) he accepts that he can lose property and other assets from making investment decisions based on financial promotions and that it is open to him to seek advice from someone who specialises in advising on shares in unlisted companies. A "certified sophisticated investor" within the meaning of Article 50 of the FPO must (a) have a certificate signed (within the three years before the date of this communication) by an authorised person to the effect that he or she is sufficiently knowledgeable to understand the risks associated with those investments for which he or she is certified; and (b) have signed (within the twelve months before the date of this communication) a statement in the form prescribed under Article 50(1)(b) FPO declaring that he or she qualifies as such in relation to those investments in relation to which he or she is certified. A "self-certified sophisticated investor" within the meaning of Article 50A of the FPO is an individual who has signed, within the last 12 months, a statement complying with Part II of Schedule 5 to the FPO to the effect that (a) he is a self-certified sophisticated investor for the purposes of the FPO; (b) he understands that this means he can receive promotions that may not have been approved by a person authorised by the Financial Conduct Authority, and that by signing the statement he may lose significant rights, he may have no rights to complain to the Financial Conduct Authority or the Financial Ombudsman Scheme and may have no right to seek compensation under the Financial Services Compensation Scheme; (c) he is a self-certified sophisticated investor because at least one of the following applies: (i) he is a member of a network or syndicate of business angels and has been so for at least the last six months prior to the date of the certificate; (ii) he has made more than one investment in an unlisted company in the two years prior to the date of the certificate; (iii) he is working, or has worked in the 2 years prior to the date of the certificate, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises, (iv) he is currently, or has been in the 2 years prior to the date of the certificate, a director of a company with an annual turnover of at least £1 million; and (d) he accepts that he can lose his property and other assets from making investment decisions based on financial promotions and is aware that it is open to him to seek advice from someone who specialises in advising on shares in unlisted companies. If you are in any doubt about the investment to which this communication relates, you should consult an authorised person specialising in advising on investments of this kind. Recipients of this material should consider carefully whether it is suitable for their particular circumstances and, if necessary, seek independent professional advice. Past performance is not a guarantee of future performance, the price and value of the investments referred to in this material and the income from them may go down as well as up and you might not get back what you originally invested. Investors may realize losses on any investments, up to the entirety of the amount originally invested. Any opinions, forecasts or estimates herein constitute a judgment as at the date of this material. There can be no assurance that future results or events will be consistent with any such opinions, forecasts or estimates. Prospective investors in the United Kingdom are advised that all, or most, of the protections afforded by the United Kingdom regulatory system will not apply to an investment in the Company and that compensation will not be available under the Financial Services Compensation Scheme of the United Kingdom. The distribution of document relating to Funds managed by the Company in other jurisdictions, outside the United Kingdom, may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such other jurisdictions. In particular, neither this document nor any copy hereof may be taken or transmitted into the United States or distributed, directly or indirectly, into the United States or to any US person (as defined in Regulation S of the US Securities Act of 1933). Any failure to comply with this restriction may constitute a violation of US securities laws. By accepting this report, you agree to be bound by the foregoing limitations.
This website does not constitute an offer or invitation to subscribe or purchase for shares in any cell of funds managed by the Company. The information contained herein is subject to updating, amendment and verification. An offer of shares in a cell will only be made on the despatch of a Subscription Agreement, and this document should be read as being subject to the detailed terms of the Subscription Agreement, Memorandum and Articles of Incorporation and the Scheme Particulars of the fund. It should not be relied upon by any persons for any purpose."
ANY DOCUMENTS RELATED TO ANY INVESTMENT FUND MANAGED BY THE COMPANY MAY NOT BE DISTRIBUTED IN OR INTO AUSTRALIA, CANADA, JAPAN, NOR DIRECTLY OR INDIRECTLY TO ANY PERSONS WITH ADDRESSES IN THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES (OR ANY OF ITS TERRITORIES OR POSSESSIONS).