161054 Project Korea - AIM IPO Intro

108 Pages·2013·0.92 MB·English

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about
the contents of this document or as to the action you should take, you are recommended to immediately seek your own
independent advice from a person duly authorised under the Financial Services and Markets Act 2000 (or, if you are a person
outside of the United Kingdom, otherwise duly qualified in your jurisdiction), who specialises in advising on the acquisition of
shares and other securities.
This document is an admission document required by the rules of the AIM Market of the London Stock Exchange plc (“AIM”) and
has been drawn up in accordance with the AIM Rules for Companies. This document does not contain an offer of transferable
securities to the public in the United Kingdom within the meaning of section 102B of the UK Financial Services and Markets Act
2000 (as amended) (“FSMA”) and is not required to be issued as a prospectus pursuant to section 85 of FSMA. This document does
not comprise a prospectus for the purposes of the Prospectus Rules issued by the Financial Conduct Authority. Copies of this
document will be available free of charge to the public during normal business hours on any day (Saturdays, Sundays and public
holidays excepted) at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH and on the Company’s website
www.weisskoreaopportunityfund.comfrom the date of this document until one month from the date of Admission except that this
document will not be available to residents in, and should not be forwarded or transmitted into, any jurisdiction where doing so may
constitute a violation of local securities law.
The Company and the Directors of the Company, whose names appear on page 9 of this document (the “document”), accept
responsibility both individually and collectively for all the information contained in this document including responsibility for
compliance with the AIM Rules for Companies. To the best of the knowledge and belief of the Directors and the Company (who have
taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts
and does not omit anything likely to affect the import of such information.
Application has been made for the Ordinary Shares issued and to be issued pursuant to the Placing to be admitted to trading on AIM.
AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached
than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom
Listing Authority (the “Official List”). The rules of AIM are less demanding than those of the Official List. It is emphasised
that no application is being made for admission of the Ordinary Shares to the Official List. A prospective investor should be
aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and,
if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules
for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock
Exchange on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock
Exchange has not itself examined or approved the contents of this document.
It is expected that Admission will take place, and dealings in the Ordinary Shares will commence on AIM, on14May2013.
Your attention is drawn in particular to the section entitled “Risk Factors” in Part I of this document.
Weiss Korea Opportunity Fund Ltd.
(a closed-ended investment scheme incorporated and registered in Guernsey with limited liability under the Companies
(Guernsey) Law, 2008, as amended with registered number 56535)
Placing of up to 105,000,000 ordinary shares of no par value at £1.00 per share
Admission to trading on AIM
Financial Adviser, Nominated Adviser and Broker
Nplus1 Singer Advisory LLP
The Company is a Registered Closed-ended investment scheme registered pursuant to the Protection of Investors (Bailiwick of
Guernsey) Law, 1987, as amended and the Registered Collective Investment Scheme Rules 2008 issued by the Guernsey Financial
Services Commission (the “Commission”). The Commission, in granting registration, has not reviewed this document but has relied
upon specific warranties provided by the Administrator, the Company’s designated manager.
A registered collective investment scheme is not permitted to be directly offered to the public in Guernsey but may be offered to
regulated entities in Guernsey or offered to the public by entities appropriately licensed under the Protection of Investors (Bailiwick
of Guernsey) Law, 1987, as amended.
The Commission takes no responsibility for the financial soundness of the Company or for the correctness of any of the statements
made or opinions expressed with regard to it.
Nplus1 Singer Advisory LLP (“N+1 Singer”), which is authorised and regulated in the United Kingdom by the FCA, is acting as the
Company’s nominated adviser and broker in connection with the Placing and Admission. N+1 Singer’s responsibilities as the
Company’s nominated adviser and broker under the AIM Rules are owed solely to the London Stock Exchange and are not owed to
the Company or to any Director or to any person in respect of his decision to acquire shares in the Company in reliance on any part
of this document. No representation or warranty, express or implied, is made by N+1 Singer as to any of the contents of this document
(without limiting the statutory rights of any person to whom this document is issued). N+1 Singer will not be offering advice and will
not otherwise be responsible to anyone other than the Company for providing customer protections to recipients of this document in
respect of the Placing or any acquisition of Ordinary Shares in the Company. In particular (i) the provision of this document to any
person is not a personal recommendation of any investment to which this document relates; and (ii) N+1 Singer is not required to
assess the suitability of any investment to which this document relates or any transaction or arrangement referred to in this document
and no such person will benefit from the protection of the rules assessing suitability in relation thereto.
If you are in any doubt about the contents of this document you should consult your accountant, legal or professional adviser or
financial adviser.
NOTICE TO PERSONS LOCATED OUTSIDE THE UNITED KINGDOM
The Ordinary Shares are being offered and sold outside the United States in reliance on Regulation S and,
subject to certain exceptions, may not be offered, sold, resold, taken up, transferred, delivered or distributed,
directly or indirectly, within, into or in the United States unless in reliance on an exemption from, or in a
transaction not subject to, the registration requirements of the US Securities Act.
Subject to certain exceptions, this document does not constitute an offer of the Ordinary Shares to any person
with a registered address, or who is resident or located, in the United States or any persons with addresses
in Australia, the Republic of Ireland, the Republic of South Africa, Canada or Japan (including their
territories, possessions and all areas subject to their jurisdiction) or any other country outside the United
Kingdom where its distribution would require compliance by the Company with any governmental or
regulatory procedure or any similar formalities including, without limitation, any obligation to prepare and
file a prospectus, registration statement or similar document, to register with any regulatory authority or any
obligation regarding ongoing reporting requirements. The Ordinary Shares have not been, and will not be,
registered or qualified under the relevant laws of any state, province or territory of the United States,
Australia, the Republic of Ireland, the Republic of South Africa, Canada or Japan and may not be offered,
sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into, in or within the United
States, Australia, the Republic of Ireland, the Republic of South Africa, Canada or Japan except pursuant to
an applicable exemption from, or in a transaction not subject to, the registration or qualification requirements
of such jurisdiction. There will be no public offer in the United States or Canada.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE, NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE,
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN
ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
IMPORTANT INFORMATION
The information below is for general guidance only and it is the responsibility of any person or persons in
possession of this document and wishing to make an application for Ordinary Shares to inform themselves
of, and to observe, all applicable laws and regulations of any relevant jurisdiction. No person has been
authorised by the Company to issue any advertisement or to give any information or to make any
representation in connection with the contents of this document and, if issued, given or made, such
advertisement, information or representation must not be relied upon as having been authorised by the
Company. This document does not constitute, and may not be used for the purposes of, an offer or
solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person
to whom it is unlawful to make such offer or solicitation.
Without limiting the foregoing, this document does not constitute an offer to buy or to subscribe for, or the
solicitation of an offer to buy or subscribe for, the Ordinary Shares in any jurisdiction in which such offer or
solicitation is unlawful. The Ordinary Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the “US Securities Act”) or under the securities laws of any state or
other jurisdiction of the United States nor will a prospectus or similar document be filed under the applicable
laws of Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan and, subject to
certain exceptions, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly
or indirectly, within, into or in the United States or in or to any national, resident or citizen of Canada,
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Australia, the Republic of South Africa, the Republic of Ireland or Japan. There will be no public offer in
the United States or Canada.
This document should not, subject to certain exceptions, be distributed, published, reproduced or otherwise
made available in whole, or in part, or disclosed by recipients to any other person and, in particular, should
not, subject to certain exceptions, be distributed to persons with addresses in Canada, Australia, the Republic
of South Africa, the Republic of Ireland, Japan or the United States or in any other country outside the United
Kingdom where such distribution may lead to a breach of any law or regulatory requirements.
The Ordinary Shares are being offered or sold only: (a) outside the United States in offshore transactions
within the meaning of, and in accordance with, the safe harbour from the registration requirements provided
by Regulation S; and (b) within, into or in the United States to persons reasonably believed to be Accredited
Investors solely in private placement transactions not involving any public offering in reliance on the
exemption from the registration requirements of Section 5 of the US Securities Act provided by Section 4(2)
under the US Securities Act or another applicable exemption thereunder. In the event of the sale of Ordinary
Shares within, into or in the United States as set forth in clause (b), the Company will require a representation
letter from the acquirer representing that it is an Accredited Investor. No action has been taken by the
Company or by N+1 Singer that would permit a public offer of securities in the Company or possession or
distribution of this document where action for that purpose is required. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such jurisdictions. As explained below, N+1
Singer is advising the Company only in relation to the offer and sale of securities in the United Kingdom.
Neither the issue of this document, nor any part of its contents, is to be taken as any form of commitment on
the part of the Company to proceed with any transaction, and the right is reserved to terminate any
discussions or negotiations with any prospective investors.
This document should not be considered as the giving of investment advice by the Company, N+1 Singer, or
any of their respective shareholders, directors, officers, agents, employees or advisers. Each party to whom
this document is made available must make its own independent assessment of the Company after making
such investigations and taking such advice as may be deemed necessary. In particular, any estimates or
projections or opinions contained herein necessarily involve significant elements of subjective judgment,
analysis and assumptions, and each recipient should satisfy itself in relation to such matters. It should be
remembered that the price of securities and the income from them can go down as well as up.
The distribution of this document and the offering of the Ordinary Shares in certain jurisdictions may be
restricted. Persons into whose possession this document comes are required by the Company to inform
themselves about and to observe any such restrictions. Prospective investors in the Ordinary Shares should
inform themselves as to the legal requirements applying and any applicable exchange control regulations and
applicable taxes in the countries of their respective citizenship, residence or domicile. N+1 Singer has no
involvement or responsibility, and shall have no liability, with respect to any offer or sale of securities outside
the United Kingdom.
No representations or warranties of any kind are intended or should be inferred with respect to the economic
return or the tax consequences from an investment in the Ordinary Shares. No assurance can be given that
existing laws will not be changed or interpreted adversely. Prospective investors are not to construe this
document as legal or tax advice. Each investor should consult his own counsel and accountant for advice
concerning the various legal, tax and economic considerations relating to his investment. Each prospective
investor is responsible for the fees of his own counsel, accountants and other advisers.
No person has been authorised to give any information or to make any representations, other than those
which will be contained in this document, in connection with the investment in the Ordinary Shares, and, if
given or made, such information or representations must not be relied on. Neither the delivery of this
document nor the issue of this document shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof.
This document is only being sent to persons reasonably believed by the Company to be investment
professionals or to persons to whom it may otherwise be lawful to distribute it.
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Prospective investors should inform themselves as to: (a) the legal requirements of their own countries for
the purchase, holding, transfer or other disposal of the Ordinary Shares; (b) any foreign exchange restrictions
applicable to the purchase, holding, transfer or other disposal of the Ordinary Shares which they might
encounter; and (c) the income and other tax consequences which may apply in their own countries as a result
of the purchase, holding, transfer or other disposal of the Ordinary Shares. Prospective investors must rely
upon their own representatives, including their own legal advisers and accountants, as to legal, tax,
investment or any other related matters concerning the Company and an investment therein.
The following statements are required to be made under applicable regulations of the U.S. Commodity
Futures Trading Commission (“CFTC”). As the Company is a collective investment vehicle that may make
transactions in commodity interests, the Company is considered to be a “commodity pool” and the Board
and the Investment Manager are the commodity pool operators (“CPOs”).
Pursuant to CFTC Rule 4.13(a)(3), the Directors and the Investment Manager are exempt from registration
with the CFTC as a commodity pool operator with respect to the Company. Therefore, unlike a registered
CPO, the Directors and the Investment Manager are not required to deliver a disclosure document and a
certified annual report to a shareholder in the Company. The Directors and the Investment Manager qualify
for such exemption based on the following criteria: (i) the interests in the Company are exempt from
registration under the US Securities Act and are offered and sold without marketing to the public in the
United States; (ii) the Company meets the trading limitations of either CFTC Rule 4.13(a)(3)(ii)(A) or (B);
(iii) the CPOs reasonably believe, at the time each U.S. Person investor makes his investment in the
Company (or at the time the CPO began to rely on Rule 4.13(a)(3)), that each U.S. Person investor in the
Company is (a) an “accredited investor,” as defined in Rule 501(a) of Regulation D under the US Securities
Act, (b) a trust that is not an accredited investor but that was formed by an accredited investor for the benefit
of a family member, (c) a “knowledgeable employee,” as defined in Rule 3c-5 under the US Investment
Company Act of 1940, or (d) a “qualified eligible person,” as defined in CFTC Rule 4.7(a)(2)(viii)(A); and
(iv) shares in the Company are not marketed as or in a vehicle for trading in the commodity futures or
commodity options markets.
FOR THE ATTENTION OF UNITED KINGDOM RESIDENTS
No approved prospectus relating to the matters in this document has been made available to the public in the
UK, and, accordingly, the Ordinary Shares may not be, and will not be, offered in the United Kingdom
except in circumstances which would not result in there being an offer to the public in the United Kingdom
within the meaning of section 102B of FSMA.
This document has not been approved by an authorised person pursuant to section 21 of FSMA and,
accordingly, is only being distributed (in accordance with the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “Order”)) in the United Kingdom to persons who fall
within Article 19 of the Order (investment professionals) or otherwise to persons to whom this document
may lawfully be communicated.
This document and its contents are directed only at persons having professional experience in matters
relating to investments and any investment or investment activity to which this document relates is only
available to such persons. Persons of any other description, including those who do not have professional
experience in matters relating to investments, should not rely on this document or act upon its content and
should return it immediately to the Company.
If any person is in any doubt about the investment to which this document relates he should consult a person
authorised under FSMA who specialises in advising on investments of this kind.
By accepting this document, the recipient represents and warrants that (i) it is a person to whom this
document may be so delivered without contravening the financial promotion prohibition in section 21
of FSMA; (ii) it has read, agrees to and will comply with the contents of this notice; and (iii) it will
conduct its own analyses or other verification of the information set out in this document and will bear
the responsibility for all or any costs incurred in doing so.
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N+1 Singer is advising the Company in relation to the issue of the Ordinary Shares in the United Kingdom
and will not provide any advice to any other person in relation to the issue of the Ordinary Shares or any
transaction or arrangement referred to in this document. Accordingly, recipients should note that N+1 Singer
is neither advising nor treating as a client any other person and will not be responsible to anyone other than
the Company for providing the protections afforded to clients of N+1 Singer nor for providing advice in
relation to the proposals contained in this document. In particular (i) the provision of this document by N+1
Singer to any person is not a personal recommendation of any investment to which this document relates;
and (ii) N+1 Singer is not required to assess the suitability of any investment to which this document relates
or any transaction or arrangement referred to in this document, and no relevant person will benefit from the
protection of the rules on assessing suitability in relation thereto.
FOR THE ATTENTION OF EUROPEAN ECONOMIC AREA RESIDENTS
In relation to each member state of the European Economic Area that has implemented the Prospectus
Directive (each, a relevant member state) with effect from and including the date on which the Prospectus
Directive is implemented in that relevant member state (the “relevant implementation date”), an offer of
the Ordinary Shares described in this document may not be made to the public in that relevant member state
prior to the publication of a prospectus in relation to the Ordinary Shares approved by the competent
authority in that relevant member state or, where appropriate, approved in another relevant member state and
notified to the competent authority in that relevant member state, all in accordance with the Prospectus
Directive, except that, with effect from and including the relevant implementation date, an offer of securities
may be offered to the public in that relevant member state at any time to any legal entity that is authorised
or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose
is solely to invest in securities; or to any legal entity that has two or more of (1) an average of at least 250
employees during the last financial year; (2) a total balance sheet of more than €43 million; and (3) an annual
net turnover of more than €50 million, as shown in its last annual or consolidated accounts; or in any other
circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospective
Directive.
Each purchaser of the Ordinary Shares described in this document located within a relevant member state
will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the
meaning of Article 2(1)(e) of the Prospectus Directive.
For the purposes of this provision, the expression an “offer to the public” in any relevant member state means
the communication in any form and by any means of sufficient information on the terms of the Placing and
the Ordinary Shares to be offered so as to enable an investor to decide to purchase or subscribe for the
Ordinary Shares, as the expression may be varied in that member state by any measure implementing the
Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive
2003/71/EC and includes any relevant implementing measure in each relevant member state. No purchaser
of the Ordinary Shares other than N+1 Singer is authorised to make any further offer of the Ordinary Shares
on behalf of any other person.
FOR THE ATTENTION OF INVESTORS IN GUERNSEY
A registered collective investment scheme is not permitted to be directly offered to the public in Guernsey
but may be offered to regulated entities in Guernsey or offered to the public by entities appropriately licensed
under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended.
NOTICE TO INVESTORS IN THE UNITED STATES
This document may be distributed in the United States by the Company only to persons that the Company
reasonably believes are “Accredited Investors”, as defined in Regulation D of the US Securities Act. Any
person receiving this document that is not an Accredited Investor should return this document to the
Company.
The Ordinary Shares, this document and any other documents distributed in relation to the Placing have not
been approved or disapproved by the US Securities and Exchange Commission, any state securities
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commission in the United States or any other United States regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the offering of the Ordinary Shares or the
accuracy or adequacy of the information contained in this document. Any representation to the contrary is a
criminal offence in the United States.
The Ordinary Shares have not been, and will not be, registered under the US Securities Act or under the
securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold,
taken up, transferred, delivered or distributed, directly or indirectly, within, into or in the United States
except pursuant to an applicable exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. There will be no public offer in the United States. The Company has
not been, and will not be, registered under the US Investment Company Act of 1940, as amended (the “1940
Act”), and investors will not be entitled to the benefits of such registration. Pursuant to an exemption from
registration under the 1940 Act, the Company may make a private placement of the Ordinary Shares to a
limited number or category of US Persons. The Ordinary Shares are being offered or sold only: (a) outside
the United States in offshore transactions within the meaning of, and in accordance with, the safe harbour
from the registration requirements provided by Regulation S; and (b) within, into or in the United States to
persons reasonably believed to be Accredited Investors solely in private placement transactions not involving
any public offering in reliance on the exemption from the registration requirements of Section 5 of the US
Securities Act provided by Section 4(2) under the US Securities Act or another applicable exemption
thereunder. In the event of the sale of Ordinary Shares within, into or in the United States as set forth in
clause (b), the Company will require a representation letter from the acquirer representing that it is an
Accredited Investor.
Each investor of Ordinary Shares in the Placing that is offered outside the United States in reliance on
Regulation S (and each subsequent investor in the Ordinary Shares) will be deemed to have represented and
agreed that (i) the investor is acquiring the Ordinary Shares in an “offshore transaction” as defined in
Regulation S; and (ii) the Ordinary Shares have not been offered to it by means of any “directed selling
efforts” as defined in Regulation S.
Each potential investor of Ordinary Shares in the Placing that is within the United States, prior to any such
transaction, will be required to execute a US investor’s letter, and deliver such letter to N+1 Singer and the
Company. The US investor’s letter will require such potential investor to represent and agree that, among
other things, (i) it is an Accredited Investor; (ii) that the Ordinary Shares have not been offered to it by means
of any “general advertising” or “general solicitation” as such terms are defined in Regulation D; (iii) that it
is acquiring the Ordinary Shares as principal for its own account and not with a view to or for distributing
or reselling such Ordinary Shares or any portion thereof; and (iv) it will only offer, sell, transfer, assign,
pledge or otherwise dispose of the Ordinary Shares purchased in the Placing in an offshore transaction
complying with the provisions of Regulation S (including, for the avoidance of doubt, a bona fide sale on
AIM) and in compliance with applicable securities laws. Such transferor will notify any subsequent
transferee or executing broker, as applicable, of the restrictions that are applicable to the Ordinary Shares
being sold.
Any Ordinary Shares sold during the Placing will be treated as “restricted securities” within the meaning of
Rule 144(a)(3) under the US Securities Act. As such, the Ordinary Shares may not, for US securities law
purposes, generally be transferred except pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States. The Company shall have the right to
request an opinion of counsel from the transferor in form, and from counsel, acceptable to the Company and
its counsel that such registration is not required in the case of an exempt sale.
In addition, until 40 days after the commencement of the Placing, an offer, sale or transfer of the Ordinary
Shares within the US by a dealer (whether or not participating in the Placing) may violate the registration
requirements of the US Securities Act.
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INVESTORS’ RELIANCE ON US FEDERAL TAX ADVICE IN THIS DOCUMENT
THE DISCUSSION CONTAINED IN THIS DOCUMENT AS TO US FEDERAL TAX
CONSIDERATIONS IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED,
FOR THE PURPOSE OF AVOIDING PENALTIES. SUCH DISCUSSION IS WRITTEN TO
SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS
ADDRESSED IN THIS DOCUMENT. EACH TAXPAYER SHOULD SEEK US FEDERAL TAX
ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN
INDEPENDENT TAX ADVISOR.
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements. These relate to the Company’s future prospects,
developments and strategies. Forward-looking statements are identified by their use of terms and phrases
such as “believe”, “could”, “might”, “may”, “will”, “envisage”, “estimate”, “intend”, “plan”, “target”, “will”
or the negative of those, variations or comparable expressions, including references to assumptions. These
statements are primarily contained in Parts 1, 2, 3 and 4 of this document. The forward-looking statements
in this document are based on current expectations and are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed or implied by those statements.
No undertaking, representation, warranty or other assurance, expressed or implied, is made or given by or
on behalf of the Company, N+1 Singer, or any of their respective directors, officers, partners, employees,
agents or advisers or any other person as to the accuracy, completeness or fairness of the information or
opinions contained in this document, and no responsibility or liability is accepted by any of them for any
such information or opinions. Notwithstanding the aforesaid, nothing in this paragraph shall exclude liability
for any undertaking, representation, warranty or other assurance made fraudulently.
There is no guarantee that the investment strategy described herein will meet the Company’s investment
objectives or be profitable.
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CONTENTS
Page
DIRECTORS AND ADVISERS........................................................................................................... 9
PLACING STATISTICS....................................................................................................................... 11
EXPECTED TIMETABLE................................................................................................................... 11
PART I RISK FACTORS............................................................................................................ 17
PART II INVESTMENT OVERVIEW....................................................................................... 34
PART III DIRECTORS, MANAGEMENT AND ADMINISTRATION.................................... 41
PART IV INFORMATION RELATING TO THE COMPANY, PLACING, ADMISSION
AND RELATED MATTERS......................................................................................... 48
PART V TAXATION..................................................................................................................... 52
PART VI ADDITIONAL INFORMATION................................................................................. 69
PART VII DEFINITIONS............................................................................................................... 103
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DIRECTORS AND ADVISERS
Directors Company Secretary, Administrator and
Norman Crighton (Non-executive Chairman) Designated Manager
Stephen Charles Coe (Non-executive Director) Northern Trust International Fund
Robert Paul King (Non-executive Director) Administration Services (Guernsey) Limited
all of: PO Box 255
PO Box 255 Trafalgar Court
Trafalgar Court Les Banques
Les Banques St. Peter Port
St. Peter Port Guernsey
Guernsey GY1 3QL
GY1 3QL
Investment Manager Financial Adviser, Nominated
Weiss Asset Management LP Adviser and Broker
222 Berkeley Street Nplus1 Singer Advisory LLP
Boston, MA 02116 One Bartholomew Lane
USA London
EC2N 2AX
English Legal Adviser to the Company Guernsey Legal Adviser to the Company
Stephenson Harwood LLP Mourant Ozannes
1 Finsbury Circus PO Box 186
London 1 Le Marchant Street
EC2M 7SH St. Peter Port
Guernsey
GY1 4HP
US Legal Adviser to the Company Korean Legal Adviser to the Company
Dechert LLP Sigong Law P.C.
160 Queen Victoria Street 6th Fl., Keungil Tower,
City of London 677-25 Yeoksam-dong Gangnam-gu
EC4V 4QQ Seoul
135-914, Korea
English Legal Adviser to N+1 Singer Registrar
Nabarro LLP Capita Registrars (Guernsey) Limited
Lacon House Mont Crevelt House
84 Theobald’s Road Bulwer Avenue
London St Sampson
WC1X 8RW Guernsey
GY2 4LH
Custodian Reporting Accountants, Tax Advisers and
Northern Trust (Guernsey) Limited Auditor
PO Box 71 KPMG Channel Islands Limited
Trafalgar Court 20 New Street
Les Banques St. Peter Port
St. Peter Port Guernsey
Guernsey GY1 4AN
GY1 3DA
9
Principal Bankers
Northern Trust (Guernsey) Limited
PO Box 71
Trafalgar Court
Les Banques
St. Peter Port
Guernsey
GY1 3DA
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