If you are not currently an investor but would like to receive more information, please read our Notice to Prospective Investors below and request an offering the memorandum (by hard copy or by email – please indicate your preference). You can make your request by emailing Timothy Cooney at firstname.lastname@example.org.
NOTICE TO PROSPECTIVE INVESTORS
Notice to Residents of the United Kingdom
Reliance on this Information Memorandum for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested.
This Information Memorandum may only be communicated or caused to be communicated in the United Kingdom to:
(1) an Authorised Person under FSMA;
(2) persons otherwise having professional experience in matters relating to investments and qualifying as investment professionals under Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”);
(3) persons qualifying as certified high net worth individuals under Article 48 of the Order;
(4) persons qualifying as high net worth companies, unincorporated associations etc. for the purposes of Article 49 of the Order (“Article 49 Persons”);
(5) persons qualifying as certified Sophisticated Investors under Article 50 of the Order;
(6) persons qualifying as self-certified Sophisticated Investors under Article 50A of the Order;
(7) an association, or a member of an association, the membership of which comprises wholly or predominantly persons who are certified high net worth individuals, Article 49 Persons, certified Sophisticated Investors or self-certified sophisticated investors under Article 51 of the Order. References to the individual exemptions under the Order referenced above should be read in this context.
No approved prospectus relating to the matters in this Information Memorandum has been made available to the public in the United Kingdom and, accordingly, Shares may not be, and will not be, offered in the United Kingdom except in circumstances which will not result in there being an offer to the public in the United Kingdom within the meaning of FSMA.
This Information Memorandum is exempt from the general restriction in Section 21 of FSMA on the grounds that it is made to a recipient who is an investment professional, a certified high net worth individual, an Article 49 Person, a self-certified Sophisticated Investor or a certified Sophisticated Investor.
A person qualifies as a certified high net worth individual or a self-certified Sophisticated Investor if he or she has signed, within a period of twelve months ending with the day on which this communication is made, a statement in the prescribed form confirming their status as a certified high net worth individual or a self-certified Sophisticated Investor.
The following persons are Article 49 Persons:
(a) any body corporate which has, or which is a member of the same group as an undertaking which has, a called-up share capital or net assets of not less than:
if the body corporate has more than 20 members or is a subsidiary undertaking of an undertaking which has more than 20 members, £500,000;
- otherwise, £5 million;
(b) any unincorporated association or partnership which has net assets of not less than £5 million;
(c) the trustee of a high value trust;
(d) any person (“A”) whilst acting in the capacity of director, officer or employee of a person (“B”) falling within any of sub-paragraphs (a) to (c) where A’s responsibilities, when acting in that capacity, involve him in B’s engaging in investment activity; or
(e) any person to whom the communication may otherwise lawfully be made.
A person qualifies as a certified Sophisticated Investor if he or she has a current certificate in writing or other legible form signed by an authorised person to the effect that he or she is sufficiently knowledgeable to understand the risks associated with that description of investment and he or she has signed, within a period of twelve months ending with the day on which this communication is made, a statement in the prescribed form confirming their status as a certified Sophisticated Investor.
Neither this Information Memorandum nor the Shares are or will be available to other categories of persons in the United Kingdom and no one falling outside such categories is entitled to rely on, and they must not act on, any information in this Information Memorandum. The communication of this Information Memorandum to any person in the United Kingdom other than the categories stated above is unauthorised and may contravene FSMA.
Risk warnings are contained in this Information Memorandum in respect of an investment in Shares and Investors must read the entire Information Memorandum and conduct their own due diligence including and without limitation as to the legal, taxation, financial and other consequences of an investment in the Company. The United Kingdom Financial Services Compensation Scheme will not apply to Investors in the Company.
None of the Shares has been, or will be, registered under the United States Securities Act of 1933 (as amended) (the “Securities Act”), or under the securities legislation of any state or any other political sub-division of the United States; and the relevant clearances have not been, and will not be, obtained from the securities commission of any province or territory of Canada, Australia or Japan; and they may not, subject to certain exceptions, be offered or sold directly or indirectly in, into or within the USA, Canada, Australia or Japan or to, or form the account or benefit of, a US Person (as defined in the USA Securities Act) or any national citizen or resident of the USA, Canada, Australia or Japan. This document does not constitute an offer to sell or issue, or the solicitation of an offer to purchase or subscribe for, Shares in any jurisdiction in which such offer or solicitation is unlawful.
The laws or regulatory requirements of the jurisdictions of which such overseas Investors reside may affect the making of the Offer for Subscription. Overseas Investors who wish to subscribe for Shares under the Offer for Subscription are referred to the above terms and conditions of the Offer. No Person who has a registered address outside the United Kingdom, or who is a citizen or resident of a country other than the United Kingdom, may treat this document or any Application Form received by him as constituting an offer or invitation to acquire Shares, unless, in the relevant territory, such an offer of subscription can be made lawfully to that Person.
Potential Investors who are in any doubt as to their position in this respect are strongly recommended to consult their own Financial Advisers as soon as possible.
Copyright: Cape Cod Cellars Limited. All rights reserved.