DISCLAIMER
The format and contents of this site are the copyright
property of Prosperity Capital Management Limited ("PCM"), unless otherwise
noted, and all rights herein are reserved. This site is updated and maintained by Prosperity
Capital Management (UK) Limited ("PCM UK"), which is authorised and regulated
by the Financial Services Authority in the United Kingdom (the "FSA"). This site contains data and facts on
investments which are provided for information only. None of PCM, PCM UK, any fund managed by PCM described
herein (each, a "Fund" and collectively, the "Funds"), any their respective affiliates
or any of their directors, officers or shareholders accepts any liability in
respect of the accuracy or completeness of any information included herein or
omitted to be included herein, and in particular, but without limiting the
generality of the foregoing, any information provided, or omitted from being
provided, by any third party
PCM and PCM UK reserve the right at any time without
notice (i) to change or withdraw the content or format of any part of this site
and (ii) to restrict your access to all or parts of this site.
The information
on this site is subject to updating, completion, revision and amendment. Nothing in this site constitutes or forms
part of any offer or invitation to sell or issue, or any solicitation of any
offer to purchase or subscribe for, any shares ("Shares") in any Fund. Neither this site nor any part of it shall
form the basis of, or be relied on in connection with, any contract to purchase
or subscribe for any Shares. Any such
purchase or subscription may only be made on the basis of the constituent
documents and the subscription form for the relevant Fund in their final
form. The information in these may be
different from the information contained in this site. No reliance may be placed for any purpose
whatsoever on the information contained in this site or on its completeness.
No person in any jurisdiction may treat this site as
constituting an offer to purchase any Shares, nor should any person attempt to
purchase Shares, unless under the laws of such jurisdiction such an offer and
sale may lawfully be made to such person without subjecting the relevant Fund to
registration or other regulation normally associated with a public offering of
securities in such jurisdiction. No
action has been taken or is being taken to register or otherwise qualify any Shares
or this site in any jurisdiction where such action is required, nor is there
any present intention for any such action to be taken in respect of any Shares
issued in the future by any Fund. In
particular:
(i) no Shares have been or will be registered under the US Securities
Act of 1933, as amended (the "Securities Act"), any state securities laws in
the United States or any other jurisdiction.
Subject to certain exceptions, Shares may not be offered or sold within
the United States or to or for the account or benefit of any person who is a citizen
or resident of the United States and any other person who is a US person as
defined in Regulation S (a "US Person");
(ii) a Fund or its affiliates may arrange for the offer and
sale of Shares in the United States or to US Persons to persons reasonably
believed by them to be (a) qualified institutional buyers, as defined in Rule
144A promulgated under the Securities Act ("QIBs") and (b) "qualified
purchasers" as defined in Section 2(a)(51) of the US Investment Company Act of
1940, as amended (the "Investment Company Act"), in reliance on the exemption
from the registration requirements of the Securities Act provided by Rule 144A. Shares being offered and sold outside the
United States are being offered to non-US Persons in reliance on Regulation S. For this purpose, "non-US Persons" means
parties who are not US Persons. Prospective
holders of Shares (as recorded in the relevant Fund's s register of members)
are hereby notified that sellers of Shares may be relying on the exemption from
the provisions of Section 5 of the Securities Act provided by Rule 144A, or
another exemption from the registration requirements of the Securities Act;
(iii) Shares are not transferable except in compliance with
the restrictions described in the offering document of the relevant Fund. Shares may not be acquired by investors using
assets of any retirement plan or other plan that is subject to Part 4 of
Subtitle B of Title I of the United States Employee Retirement Income Security
Act of 1974, as amended, or section 4975 of the US Internal Revenue Code of
1986, as amended;
(iv) no Shares have been approved or disapproved by the US Securities
and Exchange Commission (the "SEC"), any state securities commission in the
United States or any US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the accuracy or adequacy of contents of this
site. Any representation to the contrary
is a criminal offence in the United States;
(v) no Fund has been or will be registered under, and
investors will not be entitled to the benefits of, the Investment Company
Act. Furthermore, neither PCM nor Prosperity
Capital Management (RF) Limited, which acts as adviser to PCM in respect of
certain of the Funds, is registered under the US Advisers Act of 1940, as
amended (the "Advisers Act") and, as a result, each Fund and its investors will
not be entitled to the benefits of the requirements applicable to investment
advisers that are registered under the Advisers Act;
(i) the contents of this site may only be communicated (i)
by a person other than an authorised person if directed only at (a) persons who
have professional experience in matters relating to investments, falling within
article 19(5) ("investment professionals") of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"),
(b) persons falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc") of the Order, or (c) persons to whom the
contents of this site may otherwise lawfully be communicated; and (ii) by an
authorised person if directed only at (a) persons who have professional
experience of participating in unregulated schemes, falling within article
14(5) ("investment professionals") of the Financial Services and Markets Act
2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (as
amended) (the "PCIS Order"), (b) persons falling within article 22 ("high net
worth companies, unincorporated associations etc") of the PCIS Order, or (c)
persons to whom the contents of this site may otherwise lawfully be
communicated (the persons referred to in (i) (a) to (c) and (ii) (a) to (c)
being referred to collectively as "relevant persons"). The contents of this site must not be acted on or relied on by persons
who are not relevant persons. Shares are
available only to relevant persons. Each
user of this site represents and warrants that it is a relevant person;
(ii) no invitation may be made to the public in the Cayman
Islands to subscribe for Shares;
(iii) no Fund has
been authorised for marketing in France and the
contents of this site have not been approved by the Autorité des Marchés
Financiers or any other French authority.
No marketing of any Shares has
been carried out on French territory. The
materials relating to each Fund are strictly confidential and may not be
distributed to any person or entity other than the intended recipients thereof;
(iv) the contents of this site have not been approved by or
registered with the Swedish financial services supervisory authority (Finansinspektionen) pursuant to the
Swedish Financial Instruments Trading Act (lagen
1991:980 om handel med finansiella instrument). Accordingly, Shares may only be marketed in
Sweden in circumstances that will not result in a requirement to prepare a
prospectus pursuant to the Swedish Financial Instruments Trading Act. None of the Funds is an investment fund (fondföretag) for the purpose of the
Swedish Investment Funds Act (lag 2004:46
om investeringsfonder) and has therefore not been, nor will it be, approved,
registered or supervised by the Swedish financial services supervisory
authority (Finansinspektionen)
pursuant to the Swedish Investment Funds Act.
Prospective investors should not
construe the contents of this site as legal or tax advice. None of the contents of this site should be
understood as investment advice;
(v) under the Collective Investment Schemes Act
of 23 June 2006 (the "CISA"), the offering, sale and distribution of units in
foreign collective investment schemes in or from Switzerland are subject to
authorisation by the Swiss Financial Market Supervisory Authority (the "FINMA"). The concept of "foreign collective investment
schemes" covers, inter alia, foreign
companies and similar schemes (including those created on the basis of a
collective investment contract or a contract of another type with similar
effect) created for the purpose of collective investment, whether such
companies or schemes are closed-ended or open-ended. Units in a foreign investment scheme which
has not been authorised by the FINMA may only be promoted in or from
Switzerland provided that no public solicitation, offering or advertising is
carried out by persons operating in or from Switzerland. There are reasonable grounds to believe that each
of the Funds would be characterised as a foreign collective investment scheme
under Swiss law. Since the Shares have not
been and cannot be registered or authorised for distribution under the CISA,
any offering of Shares, and any other form of solicitation of investors in
relation to any Fund (including by way of circulation of offering materials or
information, including the contents of this site), must be made by way of
private placement, i.e., by limiting the offer to investors considered as
qualified investors as defined in the CISA and in FINMA Circular 2008/8 Public
Offering dated 20 November 2008. Failure
to comply with the above-mentioned requirements may constitute a breach of the
CISA; and
(vi) the user of this site acknowledges that (i) the German
financial services supervisory authority (Bundesanstalt
für Finanzdienstleistungsaufsicht, "BaFin") has not been notified of the
placement of any Shares, (ii) no sales memorandum has been filed with BaFin in
relation to any Fund and (iii) the materials on this site have not been
submitted to or approved by the BaFin. The
user of this site further represents that (a) it either qualifies as an
institutional investor within the meaning of Section 2 para. 11 no. 1 of the Investmentgesetz, the German Investment
Act, or (b) it understands the terms and conditions of the proposed placement
and the risks involved as set forth in the offering document of the relevant
Fund and, in view of its knowledge of investment matters, it does not require
disclosure by way of a sales prospectus.
The contents of this site are not to be construed as
investment, legal or tax advice. Each
investor should consult its own counsel, accountant or investment business adviser
as to legal, tax and related matters concerning its investment. This site does not address tax considerations
affecting investors that may arise in their home jurisdictions. Prospective investors are urged to consult
their own tax advisers.
This site may contain a summary of certain relevant tax
considerations, but is not intended to be a complete discussion of all tax
considerations which are relevant when considering investing in any Shares. Therefore, prospective investors must inform
themselves as to the tax consequences of purchasing, holding and disposing of Shares,
as appropriate.
Statistical data and other factual statements concerning
Russia contained in this site, including those relating to actual and proposed
economic, fiscal and legal matters, have been taken from sources considered
suitable by the PCM and PCM UK. However,
given the inherent uncertainty of the source material in the region, none of
PCM, PCM UK, any Fund, any their respective affiliates or any of their
directors, officers or shareholders accepts any responsibility for the accuracy
or completeness of such data or statements.
Investment in investment vehicles investing
in Russia and other CIS countries involves risks not normally associated with vehicles
investing in more developed and more politically and economically stable
jurisdictions with more sophisticated capital markets and regulatory regimes,
such as the United States and Western Europe.
Such risks include political, economic and currency risks and the risks
associated with investing in underdeveloped legal, regulatory and accounting
environments. In addition, the Russian
market is volatile and has limited liquidity, transparency and depth. This could result in the relevant investment
vehicle, including any Fund, not achieving the desired purchase or sale price
for its investments.
The prices of Shares and any income from them can go down
as well as up and investors may not get back the full amount invested. Past performance is not a guarantee to future
returns. Tax assumptions are subject to
statutory change and the value of tax reliefs will depend on the investor's individual
circumstances. When an investment
involves a foreign exchange transaction, it may be subject to fluctuations in
currency value.
In relation to persons in the United Kingdom, the
materials contained in this site is issued by PCM UK, which is authorised and
regulated by the FSA; Firm Reference Number 230512.
Privacy Policy
PCM UK will process personal data relating to customers as
described below. It will not use your personal data in any other way without
informing you.
PCM UK will collect information which you provide to it when
you enquire about or apply for information about any of the Funds. It will use your personal data for the purpose
of considering and administering an application for investment in the relevant
Fund.
It is important that you provide PCM UK with accurate
information. PCM UK may check your
details with fraud prevention agencies and, if you provide false or inaccurate
information or it suspects fraud, this information may be recorded and shared
with other organisations.
Your data may be shared and used by the group of companies
to which PCM UK belongs. PCM UK may
disclose your data to other legal authorities if required by law. It never discloses information about a
customer to any other person or organisation without your consent unless there
is an emergency situation that requires it or it is legally required to do so.
By entering your details, you agree that PCM UK may pass
information about you to PCM UK group of companies. Companies in the group may be located in
countries outside the EEA that do not have laws to protect your information. Details of the countries involved in your case
will be provided on request.
The disclaimers herein apply to you whether you access this
site for yourself or for a third party.
You are not authorised to access this site for a third party who uses
your password and who is therefore not compelled to register as a new user (an
"Unauthorised Third Party") and none of PCM, PCM UK, any of their respective affiliates,
or any of the officers, shareholders or agents of any of them shall have any
liability for any losses or damages, direct or indirect, incurred by an
Unauthorised Third Party.
In order to comply with its obligations under the Data
Protection Act, PCM UK also follows strict security procedures in the storage
and disclosure of information which you have given to it, to prevent
unauthorised access to that information. Your details will be held on computer.
You can ask for a copy of
the information we hold about you by writing to PCM UK. A fee will be charged for this service.
Your Consent
In using this site, you
consent to the collection and use of this information by PCM UK in the ways
described above. If PCM UK decides to
change its privacy policy, it will post those changes on this page so that you
are always aware of what information it collects, how it uses it and in what
circumstances it discloses it.
Should you require any other information pertaining to the
information set out on this website, please contact PCM UK at:
Prosperity Capital Management (UK) Ltd
2nd Floor
6 Cavendish Square
London
W1G 0PD
- T:
- +44 (0)207 299
6950
- F:
- +44 (0)207 299
6951
- E:
- info@prosperitycapital.com
Authorized by the UK Financial Services Authority
Registered in England and Wales. Company No. 04959887.
Registered Office: 8th Floor, Aldwych House, 81 Aldwych, London, WC2B 4RP