TIDMNBPC
RNS Number : 0752B
Naya Bharat Property Company PLC
20 October 2009
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20 October 2009
NAYA BHARAT PROPERTY COMPANY PLC (the "Company")
NOTICE OF EGM
The Board of Naya Bharat Property Company plc announces that it has today posted
a circular to shareholders outlining details of a proposed change to the
Investing Policy of the Company and convening an Extraordinary General Meeting
("EGM") to approve the proposal. The EGM will be held at Jubilee Buildings,
Victoria Street, Douglas, Isle of Man IM1 2SH, British Isles on 23 November 2009
at 10.00 a.m.
The Board and the Manager have been keeping the Current Investing Policy under
active review. The Board has considered proposals made to it by its Manager to
change the Current Investing Policy and believes that, in light of the current
property investment climate in India, there is merit in expanding the Current
Investing Policy beyond its current focus on investing in listed businesses with
a concentration on the development of property portfolios and land banks to
permit investment in a broader range of property-related investments.
The Company is an "investing company" for the purposes of the AIM Rules. Rule 8
of the AIM Rules requires an investing company to state and to follow an
investing policy and to seek the prior consent of its shareholders at a general
meeting for any material change to such policy.
As the proposal represents a material change pursuant to Rule 8 of the AIM Rules
the proposal will be conditional upon, inter alia, the approval of the Company's
shareholders at the EGM.
The circular will be made available on the Company's website www.nayabharat.org.
Enquiries
+-----------------------------------------+------------------------------------+
| Charlemagne Capital | 020 7518 2100 |
| Varda Lotan / Christopher Fitzwilliam | marketing@charlemagnecapital.com |
| Lay | www.charlemagnecapital.com |
| | |
+-----------------------------------------+------------------------------------+
| Panmure Gordon | 020 7459 3600 |
| Hugh Morgan / Stuart Gledhill | |
| | |
+-----------------------------------------+------------------------------------+
| Smithfield Consultants | 020 7360 4900 |
| John Kiely / Gemma Froggatt | |
+-----------------------------------------+------------------------------------+
www.nayabharat.org
1 Introduction
The Directors have been reviewing the Company's investment policy in light of
the current real estate investment climate in India and believe, in conjunction
with the recommendation received from the Manager, that an expansion of the
investment policy to allow greater diversification is appropriate.
The Company is an "investing company" for the purposes of the AIM Rules. Rule 8
of the AIM Rules requires an investing company to state and to follow an
investing policy and to seek the prior consent of its shareholders at a general
meeting for any material change to such policy. Accordingly, at the end of the
circular today sent to Shareholders (the "Circular"), Shareholders will find a
notice convening an Extraordinary General Meeting of the Company to be held at
10 a.m. on Monday 23 November 2009 at the Company's registered office, at which
the Resolution will be proposed.
2 Background and rationale for the proposed expansion of the Investing Policy
The Company's stated investment objective on its admission to trading on AIM in
February 2007 was "to provide Shareholders with an attractive return to be
achieved primarily through long-term capital growth". The Company's Current
Investing Policy is set out in full in Appendix 1 of this announcement.
The Board and the Manager have been keeping the Current Investing Policy under
active review. The Board has considered proposals made to it by its Manager to
change the Current Investing Policy and believes that, in light of the current
property investment climate in India, there is merit in expanding the Current
Investing Policy beyond its current focus on investing in listed businesses with
a concentration on the development of property portfolios and land banks to
permit investment in a broader range of property-related investments.
The Manager believes that the case for investment in Indian real estate remains
as powerful as ever. However, apart from investments in companies solely on the
basis of their activities in the property market, the Manager believes that
there are considerable returns available in a wider range of opportunities. In
particular, the Manager believes that the Company's current inability to make
significant investments in allied sectors is a missed opportunity in the current
prevailing economic climate. These companies are generally to be found in the
building materials, construction, infrastructure and property credit sectors.
The Board agrees with the Manager and believes that the Manager, whose research
and analysis processes enable it to glean extensive knowledge of companies in
these sectors, has the necessary skills, contacts and experience to execute the
proposed Expanded investment Policy for the Company. The Board is therefore
proposing that the Company expand its investment mandate to enable the Company
to invest in ancillary companies which service the Company's prime mandate.
3 Summary of the Expanded Investment Policy
If the Resolution is approved by Shareholders, the Expanded Investing Policy
(which is set out in full in Appendix 2 of this announcement) would allow the
Company to invest in the shares of listed companies based in India whose
principal activity is in the areas of building materials, construction,
infrastructure and property credit.
The increased flexibility afforded by the expansion of the investing policy
would allow the Company to consider a wider range of opportunities with
near-term prospects (compared to the longer-term opportunities targeted by its
existing Indian investments). The Manager believes it has the local knowledge of
both companies and sectors to find companies at attractive valuations. Your
Board believes the Expanded Investing Policy will assist the Company to invest
in a wider and more diversified portfolio, which it believes will diversify risk
whilst maximising the opportunity for attractive total returns.
The Company will continue to have an active investment philosophy in respect of
all of its investments. As the Company has no fixed life, no time limits will be
set as a matter of investing policy generally and individual holding periods
will vary to achieve best value from each investment. In line with the Current
Investing Policy, the Expanded Investing Policy will not limit maximum exposures
to particular investments.
4 AIM Rules disclosures
The following disclosures are being made in accordance with the Note for
Investing Companies of the AIM Rules.
Expertise of the Directors, in respect of the Expanded Investing Policy
All of the Directors are non-executive and are responsible for the determination
of the investing policy of the Company and the overall supervision of its
activities. The Directors have experience in international real estate
investment and development, securities investment and international fund
administration. The CV's of the Directors are as follows:
Shankar Dey has over 30 years' experience in the Indian banking and finance
industry. After a long career with Citibank in India and overseas, Mr Dey joined
Peregrine Capital India where, from December 1994 to February 1997, he worked as
deputy managing director responsible for setting up and managing the corporate
finance, advisory, mergers and acquisitions and capital markets businesses
following which, in February 1997, he was appointed Managing Director and Chief
Executive Officer both of which positions he held until May 1998. In May 1998 Mr
Dey moved to N.M. Rothschild & Sons (India) where he was Chief Executive Officer
until March 2001. In this capacity his primary focus was on mergers and
acquisitions and providing advisory services to leading international and local
corporates mainly in the telecommunications, power, oil and gas, transport and
financial services sectors. From April 2001 to March 2004 Mr Dey was a
consultant providing independent services which involved fund raising, corporate
valuation, restructuring and mergers and acquisitions. In March 2004 he was
appointed Chief Financial Officer with Tata Sky Limited which involved the
setting up and structuring of a joint venture between the Tata Group of India
and Newscorp for direct-to-home television in India. Subsequently, from December
2005 to August 2006 Mr Dey worked for Essar, a leading diversified Indian
business group, in the area of business development. In February 2007 Mr Dey
joined EFG International as a consultant for setting up their Indian operations
and is now Chief Executive Officer for India.
James Rosapepe is an entrepreneur with extensive experience in US public service
at the national, state, and local levels. From 1995 to 1997 he chaired the
investment committee of the Albanian American Enterprise Fund, a US$30 million
private equity fund. From 1998 to 2001 he was the US Ambassador to Romania. A
business owner and investor before his appointment as an Ambassador, Mr Rosapepe
has participated in financing real estate projects and investing in commercial
banks and businesses in the US and Europe. He currently serves on the boards of
two publicly-traded property investment companies.
Anderson Whamond has over 25 years' experience in the banking and financial
sector. He began his career in 1983 at White Weld Securities (part of the CSFB
group) before joining Salomon Brothers International in London in 1986 and then
Morgan Stanley International in 1989 where he was a principal in charge of
convertible bond trading. He joined Peregrine Securities International (UK)
Limited in 1993, relocating to Hong Kong in 1996 to run the equity trading
businesses of Peregrine Investment Holdings Limited and becoming a director of
the executive committee of the Peregrine group in 1997. In 1998 Mr Whamond
joined the Regent Pacific Group, a Hong Kong listed international emerging
markets investments group as head of corporate investments and relocated to the
Isle of Man. He subsequently left that company in August 2000 to pursue his own
interests.
Mr Whamond joined the Charlemagne Group in 2002 and was a director of AIM quoted
Charlemagne Capital Limited until March 2009. He remains a non-executive
director of Charlemagne Capital (IOM) Limited and is also a director of a number
of listed and non-listed investment companies.
Jonathan Bradley was educated at Bristol and Oxford Universities. He commenced
his career as an analyst and then investment manager with Morgan Grenfell & Co.
Limited. He then joined Tyndall Group PLC as an investment manager and was later
appointed group investment director. In 1990 Mr Bradley left to work as an
independent business consultant and university lecturer specialising in emerging
economies. He is a Dean at the University of the West of England, and a member
of the Council of the European Centre for Peace and Development. He is the
author of a number of publications on investment and economic topics.
Experience of the Manager
The Manager, Charlemagne Capital (IOM) Limited, is an independent asset
management group, the parent company of which is traded on AIM, whose formula
for investment consists of its rigorous, value-based, "bottom-up" investment
selection process, information derived from primary research and its disciplined
approach to portfolio construction and risk management. Further information on
the Manager can be found on its website, www.charlemagnecapital.com.
The Investment Manager, specialises in managing public and private equity funds
in emerging markets. As at 30 September 2009, the Charlemagne Group managed
approximately US$2.82 billion.
The Charlemagne Group's focus has been on emerging markets and its success, in
terms of fund performance, business growth and industry awards, has cemented the
group's reputation as an emerging markets specialist. The Charlemagne Group has
an experienced and committed team of investment professionals focusing on
investing in global emerging markets puts a strong organisational infrastructure
and a dedicated client support team. Charlemagne's Asian team has considerable
property and financial expertise in India. As part of its research and analysis
process, the Investment Manager is able to glean extensive knowledge of Indian
companies in real estate and real estate-related sectors, as a result of which
the Investment Manager believes it has the local knowledge of both companies and
sectors to find companies at attractive valuations.
Regulatory Status
Charlemagne Capital (IOM) Limited is authorised and regulated by the Isle of Man
Financial Supervision Commission for investment and corporate service provider
business.
Investment Management Agreement
The key terms of the Investment Management Agreement are set out in Appendix 3
of this announcement.
Independence of the Board and the Nominated Adviser
The Company confirms that the Board as a whole, and the Nominated Adviser, are
independent from the Manager. Furthermore, the Company confirms that the Board
as a whole, and the Nominated Adviser, are independent of any substantial
Shareholders or investments comprising over 20 per cent. of the gross assets of
the Company. Anderson Whamond, as a non-executive director of the Manager and a
shareholder in the parent company of the Manager, is not independent of the
Manager.
The Manager and Conflicts of Interest
Under the terms of the Management Agreement, the Manager is permitted to carry
on business in competition to the Company or to provide similar services to
those provided to the Company to other clients. However, the Manager has given a
general undertaking to use all reasonable endeavours to ensure fair and
reasonable treatment as between the Company and other clients of the Manager.
The provisions of the Management Agreement relating to the management of
conflicts and potential conflicts of interest are summarised in Appendix 3. The
Manager has procedures in place to support these undertakings and provisions.
Valuation Policy
The Net Asset Value of the Company is published in US Dollars on a monthly basis
on a regulatory information service approved by the London Stock Exchange. The
Net Asset Value is determined and calculated by the Administrator. Calculations
will be made in accordance with the following principles:
(i) securities listed, traded or quoted on a stock exchange will be valued by
reference to the bid price on such stock exchange as at the close of business of
the relevant stock exchange on the relevant valuation day as shown by the
relevant exchange's or market's recognised method of publication of prices of
such investments. If the relevant stock exchange is not open for business on the
relevant day, the securities will be valued as at the last day on which the
relevant stock exchange was open for business. Where a security is listed,
traded or quoted on more than one stock exchange, the Directors may, at their
absolute discretion, select any one of such stock exchanges. Any unlisted or
unquoted investments will be valued at cost or at the most recent price
published by stockbrokers or professional persons approved by the Directors or
in such other way as the Directors consider reasonable;
(ii) cash and bank deposits will be valued by reference to their face value;
(iii) any value expressed otherwise than in US Dollars shall be converted into
US Dollars at the exchange rate (whether official or otherwise) which the
Directors shall determine to be appropriate. The rate will typically be sourced
with reference to the spot price as displayed by Bloomberg, Reuters or any other
recognised financial information source; and
(iv) notwithstanding the foregoing, the Directors shall be entitled, at their
absolute discretion, to apply a method of valuing any asset using a different
method to that prescribed above if such method would in their opinion better
reflect the fair value of such asset and is in accordance with good accounting
practice and provided that such method and the reasons for using it are
announced along with the NAV.
The making of valuations may be suspended in circumstances described below.
Details of each valuation, and of any suspension in the making of such
valuations, will be announced by the Company on a regulatory information service
approved by the London Stock Exchange.
The Directors may declare a temporary suspension of the determination of the Net
Asset Value during:
(i) any period (other than ordinary holiday or customary weekend closings) when
any market is closed which is the main market for a significant part of the
Company's investments, or when trading thereon is restricted or suspended;
(ii) any period when any emergency exists as a result of which disposal by the
Company of investments which constitute a substantial portion of its assets is
not practically feasible;
(iii) any period when for any reason the prices of a material portion of the
investments of the Company cannot be reasonably, promptly or accurately
ascertained; or
(iv) any period when remittance of monies which will, or may be, involved in the
realisation of, or in the payment for, investments of the Company cannot, in the
opinion of the Directors, be carried out at normal rates of exchange.
5 Resolution to be tabled at the Extraordinary General Meeting
At the Extraordinary General Meeting, an ordinary resolution will be proposed to
approve the Expanded Investing Policy.
The ordinary resolution requires a majority of at least fifty per cent. of those
holders of Ordinary Shares voting to vote in favour for it to be passed.
6 Action to be taken
Notice of the Extraordinary General Meeting of the Shareholders of the Company
to be held at the Company's registered office on Monday 23 November 2009 ("EGM")
is set out at the end of this Circular. If you are unable to attend the meeting
but you wish to exercise your vote, please complete the Form of Proxy and return
to Galileo Fund Services Limited, Third Floor, Britannia House, St George's
Street, Douglas, Isle of Man IM1 1JE, British Isles (Attn: Suzanne Jones) Fax:
44 (0)1624 692601 no later than two days before the date appointed for holding
the meeting.
7 Recommendation and voting intentions
The Board considers that the proposal described herein is in the best interests
of the shareholders as a whole and accordingly, unanimously recommends that
Shareholders vote in favour of the Resolution, as the Directors intend to do in
respect of their own beneficial holdings in the Company's share capital,
amounting in aggregate to 85,000 Ordinary Shares (representing 0.16 per cent. of
the current issued share capital of the Company).
Appendix 1
CURRENT INVESTING POLICY
The Company's objective is to provide Shareholders with an attractive return to
be achieved primarily through long-term capital growth.
The Company's portfolio of investments will seek to provide exposure to the
residential, commercial, retail, industrial and Special Economic Zone ("SEZ")
sectors. Geographic exposure will also be diversified across major and secondary
cities in India. The primary focus of target companies is the development of
property portfolios/land banks, although certain investee companies may also
retain completed properties for income generation. The Company may also invest
in special situations such as small capitalisation stocks with perceived large
undervalued property holdings, where a catalyst for re-valuation/realisation of
the property assets is anticipated.
The Company may also invest in unlisted companies although it is not anticipated
that the Company's investments in unlisted property companies will exceed 25 per
cent. of Net Asset Value once fully invested and measured at the time of
investment. However, if suitable opportunities arise, the Company may invest
more than 25 per cent. of its Net Asset Value in unlisted property companies.
Additionally, the Company may invest in freely transferable low exercise price
warrants, low strike price options, zero coupon equity linked notes or other
similar instruments which in the view of the Manager offer an efficient means of
providing the Company with exposure to Indian companies. These products
typically aim to provide economic exposure to the underlying security without
the associated tax and administrative burdens of investing directly in the local
market.
To achieve its investing policy, the Company will rely on the Manager's
disciplined bottom-up value-investing approach in order to select its
investments. Where valuations appear too rich, the Company will not be averse to
holding cash as a defensive strategy. In order to diversify its risk the Company
or its Group intends, except in special circumstances, to limit its investment
in property companies to ten. There is no limit to the percentage of NAV that
may be held in cash.
The Company may, but does not currently intend to take a seat on the board of
directors of investee companies. An active dialogue with the management teams of
many of the investee companies will be pursued in an effort to put forward
suggestions for improved investor/market visibility and transparency.
Hedging
Although it is not anticipated that it will do so, the Company may enter into
certain currency related transactions in order to hedge its currency risk.
Bank Borrowings
In seeking to enhance returns for Shareholders, the Directors believe that it
may be advantageous for the Company to borrow at an appropriate level in order
to acquire investments which would achieve a higher return than the cost of
borrowing. The Company or its Group may therefore make use of debt facilities
for investment purposes and may borrow up to 50 per cent. of its NAV (measured
at the time any borrowings are drawn down). The Articles contain no restrictions
on borrowing.
Appendix 2
EXPANDED INVESTING POLICY
Naya Bharat Property Company plc is an Isle of Man company established to take
advantage of the opportunities that exist in the Indian property market and
property-related sectors. The Company has an indefinite life and expects to
provide Shareholders with an attractive return to be achieved primarily through
long-term capital growth.
The Company will invest primarily in listed companies whose principal activity
is the ownership and/or development of land in India. Additionally, the Company
may invest in ancillary companies which service the Company's prime mandate;
these listed companies will typically be found in the areas of building
materials, construction, infrastructure and property credit.
The Company's portfolio of investments will seek to provide exposure to the
residential, commercial, retail, industrial and Special Economic Zone ("SEZ")
sectors. Geographic exposure will also be diversified across major and secondary
cities in India. The primary focus of target companies is the development of
property portfolios/land banks, although certain investee companies may also
retain completed properties for income generation. The Company may also invest
in special situations such as small capitalisation stocks with perceived large
undervalued property holdings, where a catalyst for re-valuation/realisation of
the property assets is anticipated.
The Company may also invest in unlisted companies whose principal activity is
the ownership and/or development of land in India although it is not anticipated
that the Company's investments in unlisted property companies will exceed 25 per
cent. of Net Asset Value once fully invested and measured at the time of
investment. However, if suitable opportunities arise, the Company may invest
more than 25 per cent. of its Net Asset Value in unlisted property companies.
Additionally, the Company may invest in freely transferable low exercise price
warrants, low strike price options, zero coupon equity linked notes or other
similar instruments which in the view of the Manager offer an efficient means of
providing the Company with exposure to Indian companies. These products
typically aim to provide economic exposure to the underlying security without
the associated tax and administrative burdens of investing directly in the local
market.
To achieve its investing policy, the Company will rely on the Manager's
disciplined bottom-up value-investing approach in order to select its
investments. Where valuations appear too rich, the Company will not be averse to
holding cash as a defensive strategy. In order to diversify its risk the Company
or its Group intends, except in special circumstances, to invest in a minimum of
ten companies. There is no limit to the percentage of NAV that may be held in
cash.
The Company may, but does not currently intend to take a seat on the board of
directors of investee companies. An active dialogue with the management teams of
many of the investee companies will be pursued in an effort to put forward
suggestions for improved investor/market visibility and transparency.
Hedging
Although it is not anticipated that it will do so, the Company may enter into
certain currency related transactions in order to hedge its currency risk.
Bank Borrowings
In seeking to enhance returns for Shareholders, the Directors believe that it
may be advantageous for the Company to borrow at an appropriate level in order
to acquire investments which would achieve a higher return than the cost of
borrowing. The Company or its Group may therefore make use of debt facilities
for investment purposes and may borrow up to 50 per cent. of its NAV (measured
at the time any borrowings are drawn down). The Articles contain no restrictions
on borrowing.
Appendix 3
SUMMARY OF THE MANAGEMENT AGREEMENT
Naya Bharat Property Company plc and Charlemagne Capital (IOM) Limited entered
into a management agreement dated 21 February 2007 pursuant to which the Company
appointed the Manager to provide investment management services to the Company
(and its subsidiaries) (the "Group") in relation to the portfolio of investments
held by it from time to time.
The Manager is paid an annual management fee equal to 1.75 per cent. per annum
of the monthly Net Asset Value of the Company. This fee is accrued monthly on
each Valuation Day and is payable monthly in arrears. In the event that the
Agreement is terminated otherwise than at the end of any management fee
calculation period, the Manager is entitled to a pro rata payment in respect of
the relevant period.
In addition, the Manager is entitled to a performance fee, accrued monthly and
calculated and payable after the end of each performance fee period, equal to 15
per cent. of any excess of the Net Asset Value per Share (after adding back
dividends and other distributions and ignoring any accrued performance fee) as
at the end of each performance fee period over the benchmark multiplied by the
time weighted average number of Ordinary Shares in issue over the relevant
period.
For these purposes, the benchmark is equal to the highest Net Asset Value per
Share as at the last Valuation Day in any preceding performance fee period and,
in the case of the performance fee period ending on 31 March 2010, is
USD1.0747..
Each subsequent performance fee period shall commence on 1 April and terminate
on 31 March in the following year (or on the termination of the Management
Agreement, if earlier).
The Agreement is terminable on 12 months' notice expiring on or at any time
after the third anniversary of Admission. The Agreement may be terminated
summarily or on shorter notice in certain other circumstances including for
material breach of contract. The Agreement contains an indemnity in favour of
the Manager from the Company for losses it may suffer in connection with its
performance of services under the Agreement.
Potential Conflicts of Interests and Disclosures
a) The Manager may carry on any business similar to, or in competition with, the
Group or provide similar services or any other services whatsoever to any other
customer and the Manager shall in no circumstances be required to account to the
Group for any profits earned in connection therewith. However, the Manager will
use all reasonable endeavours to ensure fair and reasonable treatment as between
the Group and other customers whose funds are managed or advised by the Manager.
b) The Manager and any of its associates may, without prior reference to the
Group, effect transactions in which the Manager or any of its associates has,
directly or indirectly, a material interest or a relationship of any description
with another party, which may involve a potential conflict with the Manager's
duty to the Group.
The Manager shall:
i) at all times act in the best interests of the Group, so far as is practicable
having regard to its obligations to other clients;
ii) buy investments from or sell investments to the Group only on an arm's
length basis;
iii) use its best endeavours to ensure that the Group has the opportunity to
participate in potential investments identified by the Manager which fall within
the Investment Policy; and
iv) notify the Company of any material conflict and discuss the same with a view
to resolving the matter fairly and reasonably as regards the Group and the
Manager's other clients.
Neither the Manager nor any of its associates shall be liable to account to the
Group for any profit, commission or
remuneration made or received from or by reason of such transactions or any
connected transactions.
DEFINITIONS
"Administrator" Galileo Fund Services Limited
"Admission" the admission of the Ordinary Shares to trading on AIM on 26
February 2007;
"AIM" the AIM market operated by the London Stock Exchange;
"AIM Rules" the AIM rules for companies and guidance notes as published by the
London Stock Exchange from time to time;
"Articles" the articles of association of the Company, as amended from time to
time;
"Board" or "Directors" the board of directors of the Company;
"Business Day" any day on which banks in each of the Isle of Man and the United
Kingdom are open for business excluding Saturdays and Sundays;
"Charlemagne Group" Charlemagne Capital Limited and its subsidiaries including
the Manager;
"Circular" the Circular which has today been sent to Shareholders;
"Company" Naya Bharat Property Company plc, an Isle of Man incorporated
closed-ended company with registered number 118539C;
"Current Investing Policy" the Company's current investing policy as set out in
Appendix 1;
"Extraordinary General Meeting " or "EGM" the extraordinary general meeting of
the Company, convened for 10 a.m. on Monday 23 November 2009 or any adjournment
thereof, notice of which is set out at the end of the Circular;
"Expanded Investing Policy" the Company's proposed new investing policy as set
out in Appendix 2;
"FSA" United Kingdom Financial Services Authority
"Form of Proxy" the form of proxy for use in relation to the Extraordinary
General Meeting enclosed with the Circular;
"Group" the Company and its subsidiaries from time to time;
"London Stock Exchange" London Stock Exchange plc;
"Management Agreement" the agreement dated 21 February 2007 between the Company
and the Manager;
"Manager" Charlemagne Capital (IOM) Limited;
"Net Asset Value" the net asset value of the Company;
"Net Asset Value per Share" the Net Asset Value divided by the number of
Ordinary Shares in issue;
"Nominated Adviser" Panmure Gordon (UK) Limited;
"Note for Investing Companies" the Note for Investing Companies issued by the
London Stock Exchange in June 2009 as amended from time to time;
"Ordinary Shares" ordinary shares of US$0.01 each in the capital of the Company.
"Resolution" the ordinary resolution to be proposed at the EGM to adopt the
Expanded Investing Policy;
"Valuation Day" the last Business Day of each month or such other day or days as
the Directors shall determine.
Disclaimer
This document does not constitute an offer to sell or solicitation of an offer
to buy shares in the Company and subscriptions for shares in the Company may
only be made on the terms and subject to the conditions (and risk factors)
contained in the prospectus of the Company. Potential investors should carefully
read the prospectus issued by the Company which contains significant additional
information needed to evaluate an investment in the Company. This document has
not been approved by a competent supervisory authority and no supervisory
authority has consented to the issue of this document. The information in this
document is confidential and it should not be distributed or passed on, directly
or indirectly, by the recipient to any other person without the prior written
consent of Charlemagne Capital (UK) Limited. This document and shares in the
Company shall not be distributed, offered or sold in any jurisdiction in which
such distribution, offer or sale would be unlawful and until the requirements of
such jurisdiction have been satisfied. This document is not intended for public
use or distribution. The purchase of shares in the Company constitutes a high
risk investment and investors may lose a substantial portion or even all of the
money they invest in the Company. An investment in the Company is, therefore,
suitable only for financially sophisticated investors who are capable of
evaluating the risks and merits of such investment and who have sufficient
resources to bear any loss that might result from such investment. If you are in
any doubt about the contents of this document you should consult an independent
financial adviser. Investors in the Company should note that: past performance
should not be seen as an indication of future performance; investments
denominated in foreign currencies result in the risk of loss from currency
movements as well as movements in the value, price or income derived from the
investments themselves; and there are additional risks associated with
investments (made directly or through investment vehicles which invest) in
emerging or developing markets. Charlemagne Capital (UK) Limited does not
guarantee the accuracy, adequacy or completeness of any information contained
herein and is not responsible for any omissions or for the results obtained from
such information. The information is indicative only and is for background
purposes and is subject to material updating, revision, amendment and
verification. All quoted returns are illustrative. No representation or
warranty, express or implied, is made as to the matters stated in this document
and no liability whatsoever is accepted by Charlemagne Capital (UK) Limited or
any other person in relation thereto.
This information is provided by RNS
The company news service from the London Stock Exchange
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