By entering this website, you shall be deemed to have agreed to the following. Any person who enters this website agrees to permanently keep confidential all information herein not already in the public domain. This website and its contents may not be copied, distributed, published, reproduced or disclosed, in whole or in part and directly or indirectly, to any other person for any purpose. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.
Access to this website is being provided to a limited number of prospective investors in order to enable them to consider participating in a possible initial public offering ("IPO") of equity securities (the "Shares") of a newly incorporated entity (the "Company") and the admission of the Shares to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange ("Admission", and together with the IPO, the "Transaction"). This website is the sole responsibility of MG Capital Management LP (together with any of its affiliates, the "Manager"). The information contained herein and on the pages that follow are not intended to be complete or to constitute all of the information necessary to adequately evaluate the consequences of investing in the Company. The contents of this website have not been verified by any adviser or service provider to the Company or the Manager, or any of their respective affiliates, partners, directors, officers or employees, and have not been approved (in whole or any part) by any competent regulatory or supervisory authority.
Neither the Manager nor the Company undertakes any duty or obligation to update or revise the information contained in this website or to correct any inaccuracies therein which may become apparent.
This website does not constitute or form part of, and should not be construed as, a prospectus, an offering memorandum, any offer to sell or issue, or any solicitation of any offer to buy, subscribe for or otherwise acquire the Shares, or any invitation or inducement to engage in any investment activity (as defined in the Financial Services and Markets Act 2000 ("FSMA")) in any jurisdiction nor shall it, or any part of it, or the fact of its distribution in any manner whatsoever form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction.
The information contained herein and on the pages that follow is not a prospectus for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") and has not been approved by the FCA. No decision has been taken whatsoever to proceed with the Transaction. Such a decision would be taken only after assessing a number of criteria, including feedback and prevailing market conditions. No orders are being taken at this time. Orders could only be placed and accepted during a formal offering period and only after a prospectus in relation to the Transaction ("Prospectus") had been made available. If a decision is made to proceed with the Transaction, the offer to acquire securities pursuant to the Transaction would be made, and any investment decision should only be made on the basis of information contained in the Prospectus, that would, subject to applicable law, be obtainable from the registered office of the Company. The Prospectus would supersede all information provided to you before the date of the Prospectus, and any investment decision would have to be made only on the basis of the information contained therein.
No representation or warranty, express or implied, is given or authorised to be given by or on behalf of the Manager or any adviser or service provider to the Company or the Manager, or any of their respective affiliates, partners, directors, officers or employees in relation to the Company or with respect to the truth, accuracy or completeness of the information contained herein and on the pages that follow or on which that information is based (including, without limitation, information obtained from third parties) or any other information or representations supplied or made in connection with this website or as to the reasonableness of any projections which this website may contain. The aforementioned persons disclaim any and all responsibility and liability whatsoever, whether arising in tort, contract or otherwise, for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this website or its contents by the recipient or any other person or otherwise in connection with this website or its contents. Persons accessing this website must make all trading and investment decisions in reliance on their own judgement. No statement herein or on the pages that follow is intended to be nor may be construed as a profit forecast. Each person should conduct its own independent investigation and analysis of the Manager, the Company and all relevant data provided on this website and in any Prospectus and is advised to seek its own legal, accounting, tax expert advice before making any investment decision. No reliance may be placed for any purposes whatsoever on the information contained herein or on the pages that follow, or on its accuracy, completeness or fairness.
Access to this website may be restricted or prohibited in certain jurisdictions. You are required to inform yourself about, and comply with, all applicable restrictions and prohibitions and none of the Company, the Manager, any of their affiliates or any other person accepts any liability to any person in relation thereto.
This website and its contents may only be accessed by: (i) persons in member states of the European Economic Area ("Member States") who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129, provided that the giving of access to or disclosing of the information on the website to such person is lawful under the applicable securities laws (including any laws implementing Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers (the "AIFM Directive")) in the relevant Member State ("Qualified Investors"); (ii) within the United Kingdom, to Qualified Investors (a) having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), or (b) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; and (iii) other persons for whom access is lawful in accordance with all applicable laws and regulations (all such persons referred to in (i) to (iii) above together being referred to as "Relevant Persons"). Any investment or investment activity to which this notice or the pages that follow relate is available only to and will be engaged in only with such Relevant Persons. Persons within the United Kingdom other than persons falling within (ii) above should not rely on or act upon the content of this website.
The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the "Investment Company Act"), and as such investors will not be entitled to the benefits of the Investment Company Act. The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any "U.S. persons" as defined in Regulation S under the Securities Act ("US Persons"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act. There has been and will be no public offering of the Shares in the United States. In connection with the IPO, offers and sale of the Shares will be made only (i) outside the United States in "offshore transactions" to non-US Persons pursuant to Regulation S under the Securities Act, or (ii) within the United States to certain investors that are "accredited investors" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, as modified by Section 413(a) of the US Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, pursuant to Rule 506(c) under Regulation D ("Accredited Investor"). The Shares have not been recommended, approved or disapproved by any securities regulatory authority or commission of any US federal or state or foreign jurisdiction or by the US Securities and Exchange Commission, nor has any such authority or commission passed on the accuracy or adequacy of this notice or the information on the pages that follow, and any representation to the contrary is a criminal offence.
This website has been prepared without regard to the individual circumstances and objectives of persons who receive it. Nothing in the website should be construed as a recommendation by the Company or the Manager or any of their respective affiliates to invest in any securities that may be issued by the Company or as legal, accounting or tax advice. Neither the Company nor the Manager will be acting in any way for you or any other person in relation to the information contained in this website. No person is authorised to behave in any way which would lead you or any other person to believe otherwise.
This website may contain "forward-looking information" which can be identified by the use of forward looking terminology such as "may", "will", "should", "expect", "anticipate", "target", "project", "estimate", "intend", "continue" or "believe" or the negatives thereof or other variations thereon or comparable terminology. Such statements are not purely historical in nature, and may include, among other things, projections, forecasts or estimates of cash flows, yields or returns, scenario analyses and proposed or expected portfolio composition. The forward-looking information contained herein is based upon certain assumptions about future events or conditions and is intended only to illustrate hypothetical results under those assumptions (not all of which will be specified herein). Not all relevant events or conditions may have been considered in developing such assumptions. The success or achievement of various results and objectives is dependent on a multitude of factors, many of which are beyond the control of the Manager. Actual volatility and returns will depend on a variety of factors including overall market conditions and the ability of the Manager to implement its process, investment strategy and risk management policies. No representations or warranties are made as to the accuracy or reasonableness of such estimates or projections or that such projections will be realised. Actual events or conditions are unlikely to be consistent with, and may differ materially from, those assumed. Prospective investors should not view the past performance of the Manager or any of its investments or investment vehicles as indicative of future results. This website may also contain certain performance information respecting one or more investment programmes that, while somewhat analogous to those of the proposed Company, should be understood to involve differing investment objectives and investment securities.
This website may include track record information regarding certain investments made and/or managed by the Manager, any of its affiliates and/or certain other persons. Such information is not necessarily comprehensive and potential investors should not consider such information to be indicative of the possible future performance of the Company or any investment opportunity to which this document relates. The past performance of the Manager or its affiliates is not a reliable indicator of, and cannot be relied upon as a guide to, the future performance of the Company.
The Company has no investment or trading history, and any track record information included in this website relates to business activities that are not directly comparable with the Company’s investment objective and therefore are not indicative of the returns that the Company will, or is likely to, generate going forward. The Company will not make the same investments reflected in the track record information included or referred to herein. Potential investors should be aware that any investment in the Company would be speculative, involve a high degree of risk, and could result in the loss of all or substantially all of their investment.
In this notice, "affiliates" includes, in relation to each of the Company and the Manager, their respective holding companies, companies under control of such holding companies, and subsidiaries and their respective partners, directors, officers, employees, sub-contractors, agents and representatives.
The Manager may change these terms and conditions from time to time and any such changes will be posted on this website. Your access to this website is governed by the version of these terms and conditions then in force.
All information provided by you via this website will be kept confidential (save that the Manager may share such information with its professional advisers, service providers, the banks and their affiliates) and will be processed by the Manager in accordance with applicable law and regulation. By giving this information, you consent to the Manager contacting you and using your information as it considers appropriate in connection with the IPO.
By clicking "I understand and agree" below, you represent, warrant and undertake that: (1) you have read, understood and agree to be bound by the terms and conditions set out above; (2) you are permitted under applicable laws and regulations to receive the information contained herein and on the pages that follow; (3) are a Relevant Person; (4) you are either (i) located outside the United States and are not a US Person, or (ii) an Accredited Investor within the United States; and (5) you will not further transmit or send any information contained in this website to any persons in the United States or who are US Persons or to any publications with a general circulation in the United States, or to any other jurisdiction in which, or any other person to whom, its distribution may be restricted or prohibited by law or regulation. If you cannot so represent, warrant, undertake and agree, you must click "I decline" below or otherwise exit this website.