This document has been prepared by Torma Capital LLP (collectively, “Torma”) solely for the purpose of providing background information to the person to whom it has been delivered. The information contained herein is strictly confidential and is only for the use of the person to whom it is sent and/or who attends any associated presentation. The information contained herein may not be reproduced, distributed or published, in whole or in part, by any recipient to any third parties without the prior written consent of Torma. Notwithstanding the foregoing, such person (and each employee, representative or other agent of such person) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of (i) the proposed fund (the “Fund”) and (ii) any of its transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to the recipient relating to such tax treatment and tax structure, it being understood that “tax treatment” and “tax structure” do not include the name or the identifying information of (i) the Fund or (ii) the parties to a transaction.
The summary description included herein and any other materials provided to you are intended only for information purposes and convenient reference and are not intended to be complete. This information is not intended to provide and should not be relied upon for accounting, legal or tax advice or investment recommendations. You should consult your tax, legal, accounting, financial or other advisors about the issues discussed herein. Material terms of the Fund are subject to change. This document is not intended as an offer or solicitation with respect to the purchase or sale of any security. No offer or solicitation may be made prior to the delivery of a definitive private placement offering memorandum (the “Memorandum”). PROSPECTIVE INVESTORS SHOULD REVIEW THE MEMORANDUM, INCLUDING THE RISK FACTORS AND CONFLICTS OF INTEREST IN THE MEMORANDUM, BEFORE MAKING A DECISION TO INVEST. In addition, prospective investors should rely only on the Memorandum in making a decision to invest, although certain descriptions contained herein may be more detailed than those contained in the Memorandum.
Investments in the Fund are speculative and involve a high degree of risk. The Fund may utilise leverage, which can make performance volatile. There is no secondary market for shares in the Fund and none is expected to develop. There are also restrictions on transferring shares and redeeming shares from the Fund. No guarantee or representation is made that the Fund’s investment program, including, without limitation, the Fund’s investment objectives, diversification strategies, or risk monitoring goals, will be successful, and investment results may vary substantially over time. Investment losses may occur from time to time. Nothing herein is intended to imply that the Fund’s investment methodology may be considered “conservative”, “safe”, “risk free” or “risk averse”. PAST PERFORMANCE IS NOT INDICATIVE NOR A GUARANTEE OF FUTURE RESULTS. NO ASSURANCE CAN BE MADE THAT PROFITS WILL BE ACHIEVED OR THAT SUBSTANTIAL LOSSES WILL NOT BE INCURRED.
The distribution of this document may be restricted in certain jurisdictions. This document is not intended for distribution to, or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation, and it is the responsibility of any person or persons in possession of this document to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. In particular, this document is not intended as marketing of any fund in the United Kingdom or any member state of the European Economic Area within the meaning of the Directive 2011/61/EU on Alternative Investment Fund Managers.
This document is not intended for distribution in the United States or for the account of US persons (as defined in Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”)) except to persons who are “qualified purchasers” (as defined in the US Investment Company Act of 1940, as amended (the “Company Act”)) and “accredited investors” (as defined in Rule 501(a) under the Securities Act). Torma is not registered with the US Securities and Exchange Commission as an investment adviser. The Fund is not, and will not be, registered under the Securities Act, the Company Act or the securities laws of any of the states of the United States and interests therein may not be offered, sold or delivered directly or indirectly into the United States, or to or for the account or benefit of any US person, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of such securities laws.
In the United Kingdom, this document is only available to persons who are, as applicable: (i) investment professionals within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FP Order”) or Article 14 of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (the “PCIS Order”); (ii) high net worth companies and certain other entities falling within Article 49 of the FP Order or Article 22 of the PCIS Order; or (iii) any other persons to whom such communication may lawfully be made. It must not be acted, or relied, upon by any other persons. The Fund has not been authorised or recognised by the Financial Conduct Authority and investors will not have the benefit of the Financial Services Compensation Scheme or other protections available under the UK regulatory system. Recipients should also be aware that Torma is not acting for, or advising, them and is not responsible for providing them with the protections available under the UK regulatory system.
The information contained in this document has not be verified independently. No reliance may be placed for any purpose on the information and opinions contained in this document or their accuracy or completeness. Torma believes the information or opinions contained in this document to be reliable but does not warrant its accuracy or completeness. The estimates, investment strategies, and views expressed in this document are based upon current market conditions and/or data and information provided by unaffiliated third parties and is subject to change without notice.
Projections, targeted returns and investment objectives: The Fund has no operating history or track record. No representation is made that the strategies described in this document, or any investment will or is likely to achieve its objectives, that any investor will or is likely to achieve results comparable to the actual or derived (projected) performance shown, will make any profit at all, or will be able to avoid incurring substantial losses. Projections, including targeted returns, allocations, opinions or expectations about any future event contained in this document are based on a variety of estimates and assumptions including estimates of future operating results, the value of assets and market conditions at the time of disposition, and the timing and manner of disposition, or other realisation events. These estimates and assumptions are inherently uncertain and are subject to business, industry, market, regulatory, geo-political, competitive and financial risks which are outside the control of Torma Capital. There can be no assurance that the assumptions made will prove accurate and actual results may differ materially, including the possibility that an investor may lose some or all of invested capital. Nothing contained herein shall be relied upon as a promise or representation as to past or future performance.
Torma Capital LLP is authorised and regulated by the Financial Conduct Authority (FRN: 1021465) and incorporated in England and Wales, Company Number: OC453444.
All rights reserved, Torma Capital LLP.