This website contains a private placement memorandum (the “PPM”), which includes certain information about Belobaba Fund PCC Limited (the “Fund”) and Cell A: [*] (the “Cell”) that invites selected eligible individuals or entities, to apply for subscription to participation tokens (the “Participation Tokens”), being a digital representation based on distributed ledger technology (“DLT”) of class A redeemable preference participation shares in the Cell (the “Participation Shares”), and whereby one Participation Token represents one Participation Share. This document may not be reproduced.
The distribution of this document and the offering of the Participation Tokens in certain jurisdictions may be restricted. Accordingly, this document may not be used for the purpose of, and does not constitute, an offer or solicitation by anyone in any jurisdiction or in any circumstances in which such solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.
The directors of the Fund (the “Directors”) have taken all reasonable care to ensure that the facts stated in this PPM are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the PPM, whether of facts or of opinion. The Directors accept responsibility accordingly.
THIS FUND HAS BEEN ESTABLISHED IN GIBRALTAR AS AN EXPERIENCED INVESTOR FUND. IT IS SUITABLE ONLY FOR THOSE WHO FALL WITHIN THE DEFINITION OF “EXPERIENCED INVESTOR” CONTAINED IN THE FINANCIAL SERVICES (EXPERIENCED INVESTOR FUNDS) REGULATIONS 2020 (THE “EIF REGULATIONS”).
REQUIREMENTS THAT MAY BE DEEMED NECESSARY FOR THE PROTECTION OF RETAIL OR NON-EXPERIENCED INVESTORS DO NOT APPLY TO EXPERIENCED INVESTOR FUNDS. BY ACKNOWLEDGING THIS STATEMENT YOU ARE EXPRESSLY AGREEING THAT YOU FALL WITHIN THE DEFINITION OF AN “EXPERIENCED INVESTOR” AND ACCEPT THE REDUCED REQUIREMENTS ACCORDINGLY.
YOU ARE WHOLLY RESPONSIBLE FOR ENSURING THAT ALL ASPECTS OF THIS FUND ARE ACCEPTABLE TO YOU. INVESTMENT IN EXPERIENCED INVESTOR FUNDS MAY INVOLVE SPECIAL RISKS THAT COULD LEAD TO A LOSS OF ALL OR A SUBSTANTIAL PORTION OF SUCH INVESTMENT. UNLESS YOU FULLY UNDERSTAND AND ACCEPT THE NATURE OF THIS FUND AND THE POTENTIAL RISKS INHERENT IN THIS FUND YOU SHOULD NOT INVEST IN THIS FUND.
FURTHER INFORMATION IN RELATION TO THE REGULATORY TREATMENT OF EXPERIENCED INVESTOR FUNDS IN GIBRALTAR MAY BE OBTAINED FROM THE GIBRALTAR FINANCIAL SERVICES COMMISSION.
INVESTMENT IN THE FUND INVOLVES A HIGH DEGREE OF RISK. INVESTORS MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THEIR INVESTMENT AND BE ABLE TO WITHSTAND THE LOSS OF SOME OR ALL OF THEIR INVESTMENT.
THE PARTICIPATION TOKENS HAVE NOT BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR BY THE SECURITIES REGULATORY AUTHORITY OF ANY STATE IN THE UNITED STATES BECAUSE THEY ARE BELIEVED TO BE EXEMPT FROM REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) PURSUANT TO RULE 506 OF REGULATION D PROMULGATED THEREUNDER BY THE SEC, AND APPLICABLE STATE LAW. HOWEVER, NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS MADE AN INDEPENDENT DETERMINATION THAT THESE PARTICIPATION TOKENS ARE EXEMPT FROM REGISTRATION NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION APPROVED OR DISAPPROVED OF THE PARTICIPATION TOKENS OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PPM, NOR IS IT INTENDED THAT THE SEC OR ANY SUCH AUTHORITY WILL DO SO. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENCE. THERE WILL BE NO PUBLIC MARKET FOR THE PARTICIPATION TOKENS. THE PARTICIPATION TOKENS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE FUND’S OPERATING DOCUMENTS AND APPLICABLE LAW OR REGULATION.
No person is authorised to issue any advertisement, give any information or make any representation in connection with the offering, subscription or sale of Participation Tokens if it is not contained in this PPM. Any advertisement so issued or information or representation not so contained must not be relied on as having been authorised by or on behalf of the Fund. The delivery of this PPM at any time and the allocation of Participation Tokens do not imply that information contained in this PPM is correct at any time subsequent to its date.
This PPM does not constitute, and may not be used for the purpose 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. Participation Tokens will not be offered to the general public.
Prospective investors should not construe the contents of this PPM as legal, tax or financial advice. The Fund’s assets and portfolio are subject to normal market fluctuations as well as the risks inherent in the investment instruments and assets described below and there can be no assurance that appreciation of the Fund’s assets will occur or that losses will not be realised. Consequently, the value of Participation Tokens may be subject to volatile movements and may fall as well as rise. Investment in Participation Tokens should be considered speculative and suitable only for persons who can assume the risk of loss. Each prospective investor should consult his own professional advisers as to:
(a) the legal requirements within the country of his residence for the purchase, holding or disposal of Participation Tokens; and
(b) any foreign exchange restrictions that may be relevant to him and the income and other tax consequences that may be relevant to the purchase, holding or disposal of Participation Tokens.
This PPM is intended solely for the person to whom it has been delivered by the Directors for the purpose of evaluating a possible investment by the recipient in the Participation Tokens, and it is not to be reproduced or distributed to any other persons (other than professional advisers of the prospective investor receiving this PPM from the Directors).
The value of any investment can go down as well as up, and no representation is made as to any return that investors will earn on their investment in the Fund. There is a risk that investors may not realise their investment in the Fund. The Fund is not protected by any statutory compensation arrangement in the event of its failure. Investors must be able to tolerate the potential risk of loss.
EACH PROSPECTIVE INVESTOR WILL BE GIVEN AN OPPORTUNITY TO ASK QUESTIONS TO, AND RECEIVE ANSWERS FROM, THE DIRECTORS CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THE EXTENT THE FUND POSSESSES SUCH INFORMATION
OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORTS OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM.
For a comprehensive list of risk factors associated with an investment into the Fund, prospective investors should refer to the “Risk Factors” section in this PPM.