NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.
This announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority (“FCA”) and not a prospectus. This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or solicitation of any offer to subscribe for or to acquire, any ordinary shares in Mobius Investment Trust plc (the “Company” or “MMIT”) in any jurisdiction, including in or into the United States, Australia, Canada, Israel, Japan, New Zealand or the Republic of South Africa. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement except on the basis of information in the prospectus (the “Prospectus”) in its final form, expected to be published by the Company later today in connection with the proposed admission of its ordinary shares to the premium segment of the Official List of the UK Listing Authority (the “Official List“) and to trading on London Stock Exchange plc’s main market for listed securities (the “London Stock Exchange“). A copy of the Prospectus will, following publication, be available for inspection from the Company’s registered office and on its website (www.mobiusinvestmenttrust.com).
10 September 2018
Mobius Investment Trust plc
Intention to Float
Initial Public Offering to raise in excess of £200 million for active ownership investment strategy across emerging and frontier market equities
Mobius Investment Trust plc, a newly established closed-ended investment company incorporated in England and Wales, today announces its intention to launch an initial public offering (“IPO”). The Company is seeking to raise in excess of £200 million via a placing, an offer for subscription and an intermediaries offer (“the Issue”) of ordinary shares in the capital of the Company (“Ordinary Shares”).
Application has been made for the Ordinary Shares to be admitted to the Premium Segment of the Official List and to trading on the London Stock Exchange’s Main Market for listed securities (“Admission”).
Mobius Capital Partners LLP (“Mobius Capital Partners” or the “Investment Manager”), the independent emerging and frontier markets investment firm, will act as the Company’s alternative investment fund manager.
Mark Mobius, Carlos Hardenberg and Greg Konieczny, the Investment Manager’s founding partners (“Founding Partners”) have unrivalled depth of experience in emerging and frontier markets. This includes managing two of the largest London listed investment companies, Templeton Emerging Markets Investment Trust plc (“TEMIT“) and Fondul Proprietatea S.A. (“Fondul“).
Jefferies International Limited (“Jefferies”) is acting as sponsor and sole global coordinator in relation to the Issue. Scott Harris UK Ltd (“Scott Harris”), a subsidiary of Rothschild & Co, is acting as intermediaries offer adviser.
What makes Mobius Investment Trust different?
- Access to the Investment Manager’s highly specialised single strategy centred around actively partnering with portfolio companies to improve corporate governance;
- High conviction portfolio of 20-30 small and mid-cap companies across emerging and frontier markets (versus average holding of 72 stocks for London listed peers);[i]
- Focused on undervalued companies with resilient business models which have the potential for operational, financial and ESG (environmental, social and governance) improvements;
- Taking advantage of the strong relationship between integrating ESG criteria and improving operational and financial performance, with the greatest opportunity in emerging and frontier markets;
- Dividend yield of portfolio companies expected to increase as a direct result of corporate governance engagement;
- Independent and fundamental bottom up research process leads to core sector exposures in consumer and technology & innovation; and
- Absolute return mindset executed by a first-class investment team recently strengthened by the hires of Kunal Desai (previously managing Neptune India fund), Fergus Argyle (previously Equity Analyst at Somerset Capital) and Usman Ali (built sustainable investment framework for Caravel Management).
Why invest in emerging and frontier markets now?
- Emerging market currencies (ex-China) are extremely cheap and approaching 2008 crisis lows;
- Emerging market equity valuations are trading at more than 40% P/E discount to the US market, the widest divergence since 2002; and
- The diversity and quality of emerging and frontier market corporates has strengthened, with the fastest improvement in corporate fundamentals since 2009.
- The Founding Partners, together with employees, each intend to participate in the Issue for an aggregate subscription amount of approximately £5.7 million;
- Competitive annual management fee of 1.0% (reducing to 0.85% p.a. above £500 million and 0.75% p.a. above £1 billion) based on the lower of net asset value or market capitalisation with no performance fee;
- Active discount management policy with a redemption facility at NAV (less costs) following the 4th anniversary of Admission and every 3 years after and a 14.99% share repurchase authority which the Directors will consider activating where an average one-month discount exceeds 5%; and
- Fully independent Board of non-executive directors (the “Directors”) with a diverse range of skills including significant experience of investing in emerging and frontier markets. The Board is chaired by Maria Luisa Cicognani; the other Directors are Dr. Sophie Robé, Charlie Shi and Christopher Casey.
Mark Mobius, Partner of Mobius Capital Partners, commented:
“Carlos, Greg and I founded Mobius Capital Partners because we fundamentally believe the future of active investment is creating value through partnership and engagement. Emerging and frontier market companies provide a unique opportunity to enhance ESG performance. We will look to work with these firms to improve corporate governance, set out a broader ESG pathway and act as a catalyst for wider operational and financial improvements. We are delighted to make our innovative approach accessible to both institutional and retail investors via a London listed investment trust.
Commenting on the recent market events, Mark Mobius added: “Over my 30-year investment career, I have learned that emerging markets swing between irrational exuberance and excessive pessimism. What matters most is a deep understanding of the fundamentals. The current market correction opens up many exciting opportunities.”
Maria Luisa Cicognani, Chairman of Mobius Investment Trust plc, said:
“Having followed the careers of the Partners for a number of years, I was delighted to be appointed as Chairman of Mobius Investment Trust. My own investment philosophy is closely aligned with their core focus on active ownership and their desire to reach beyond simple ESG exclusion screens. Furthermore, the investment trust structure complements the Mobius Capital Partners approach, supporting the long-term investment horizon and acting as a solid basis for engagement.”
|Latest time and date for applications under the Offer for Subscription
|| 11.00 a.m. on Tuesday 25 September
|Latest time and date for receipt of completed applications from the Intermediaries in respect of the Intermediaries Offer
||11.00 a.m. on Tuesday 25 September
|Latest time and date for commitments under the Placing
||3.00 p.m. on Tuesday 25 September
|Publication of results of the Issue
||Wednesday 26 September
|Admission and dealings in Shares commence
||8.00 a.m. on Monday 1 October
|CREST accounts credited with uncertificated Shares
||Monday 1 October
|Despatch of definitive share certificates (where applicable)
||By 8 October
The above dates and times may be brought forward or extended and any changes will be notified via a Regulatory Information Service. References to times are to London time unless otherwise stated. Any changes to the expected timetable will be notified by the Company via a Regulatory Information Service.
A Prospectus in respect of the Issue is expected to be published later today. A copy of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company and will, in due course, be made available for viewing at the National Storage Mechanism at http://www.morningstar.co.uk/NSM and on the Company’s website (www.mobiusinvestmenttrust.com). Any defined terms used in this announcement are as set out in the Prospectus.
 Peer group analysis as of 4 September 2018 (LSE listed investment trusts: Aberdeen Frontier Markets, BlackRock Frontiers, Fundsmith Emerging Equities, Genesis Emerging Markets, JPMorgan Emerging Markets, JPMorgan Global Emerging Markets and Templeton Emerging Markets)
FOR FURTHER INFORMATION, PLEASE CONTACT:
|Mobius Capital Partners LLP
|Tel: +44 (0) 203 829 8504
|Jefferies International Limited (Sponsor and Sole Global Coordinator)
|+44 (0) 20 7029 8000
|Scott Harris UK Limited (Intermediaries Offer Adviser)
|+44 (0) 20 7653 0030
NOTES TO EDITORS
The Investment Manager is a governance orientated emerging and frontier markets investment manager founded by Mark Mobius, Carlos Hardenberg and Greg Konieczny in May 2018. The Founding Partners, together with their team of investment professionals, have significant experience of managing investment mandates focussed on emerging and frontier markets.
The Investment Manager is headquartered in London and is authorised and regulated in the United Kingdom by the Financial Conduct Authority.
The Investment Manager has been founded on the principle that improving corporate governance is central to long-term success, leading to sustainable investment returns and positive changes in environmental and social engagement.
Biographies of the Founding Partners
Dr. Mark Mobius
Dr. Mobius is a pioneering investor and has actively managed emerging markets funds since 1987. Prior to launching Mobius Capital Partners, Dr. Mobius was at Franklin Templeton Investments for more than 30 years, most recently as Executive Chairman of the Templeton Emerging Markets Group. During his tenure, the group expanded AUM from USD 100m to over USD 40bn and launched a number of emerging market and frontier funds focusing on Asia, Latin America, Africa and Eastern Europe. His career and influence has earned him numerous industry awards. Dr. Mobius has also been a key figure in developing the international policy for emerging markets.
Carlos Hardenberg is a well-known emerging markets fund manager with 19 years’ experience having lived in Warsaw, Singapore, Istanbul and London. For a decade, he managed Templeton Frontier Markets Fund, one of the largest frontier markets funds in the industry, as well as a number of global emerging markets funds, including TEMIT, a £2.2bn London listed investment trust.
Greg Konieczny has over 25 years of experience in research and portfolio management with a strong focus on
emerging Europe. He was the fund manager of Fondul, the London and Bucharest listed USD $2.7bn Romanian fund, as well as an open-ended Eastern European fund. In addition, he led a private equity GEM strategy and Franklin Templeton’s EM Active Ownership Group.
Track Record of the Founding Partners
Dr. Mobius was the lead portfolio manager of TEMIT from June 1989 to 30 September 2015, during which time TEMIT delivered a 1255% total return outperformance of the MSCI Emerging Markets Index and a compound annual growth rate (“CAGR”) for investors of 12.1% (Source: Bloomberg).
Carlos Hardenberg assumed the responsibility as lead portfolio manager of TEMIT from 1 October 2015 until his departure from Franklin Templeton Investments in January 2018. During Carlos’ tenure as lead portfolio manager, TEMIT outperformed the MSCI Emerging Markets Index by 24.6% on a total return basis whilst delivering a 35.3% CAGR to investors (Source: Bloomberg).
Carlos was also the lead portfolio manager of Templeton Frontier Markets Fund from October 2008 until October 2017, during which time it outperformed the MSCI FM Frontier Markets Index by 117.2% on a total return basis, delivering a 11.9% CAGR to investors (Source: Bloomberg).
Greg Konieczny was the portfolio manager of Fondul from January 2011 until his departure from Franklin Templeton Investments in January 2018. During this time, Fondul delivered a CAGR to investors of 11.6%, outperforming the MSCI Emerging Markets Index by 116.3% on a total shareholder return basis (Source: Bloomberg).
Prospective investors are cautioned that the figures above refer to past performance and past performance is not a reliable indicator of future results. In addition, Fondul was denominated in US Dollars and the return on such funds can vary as a result of currency fluctuations.
For the provision of services under the Investment Management Agreement, the Investment Manager will be paid an annual management fee which is calculated monthly in arrears based on a percentage as at the relevant month end on the lower of: (i) Net Asset Value; and (ii) Market Capitalisation on the following basis:
|Lower of Net Asset Value and Market Capitalisation
||Annual management fee
|Up to and including £500 million
||1.00 per cent.
|Over £500 million and up to and including £1 billion
||0.85 per cent.
|Over £1 billion
||0.75 per cent.
For the avoidance of doubt, the different percentages set out above shall be applied incrementally and not as against the total Net Asset Value or Market Capitalisation.
The total annual management fee will be paid in cash. There are no performance fees payable by the Company to the Investment Manager.
BOARD OF DIRECTORS
The Directors, all of whom are non-executive and independent of the Investment Manager, are responsible for the determination of the Company’s investment policy and have overall responsibility for the Company’s activities including its investment activities, reviewing the performance of the Company’s portfolio and for overseeing the performance of the Investment Manager.
Maria Luisa Cicognani – Non-Executive Chairman (aged 53)
Maria Luisa has over 25 years’ experience with significant knowledge of the banking sector, emerging markets and corporate governance issues, having been a member of the supervisory boards of several banks and other financial institutions. Between 1993 and 2005, she worked at the European Bank for Reconstruction and Development, before holding senior positions within the Financial Institutions teams at Merrill Lynch and Renaissance Capital between 2005 and 2008. From 2008 to 2014, she was a managing director at Mediobanca, responsible for originating M&A advisory work and client coverage for emerging markets.
From April 2017 to August 2018, Maria Luisa was Chairperson of MONETA Money Bank in Prague and a member of its Remuneration Committee. She also advises on corporate governance as a board member of Arafa Holding’s UK subsidiary, Baird BMB, having been a non-executive of the Egypt listed holding company for 3 years, and acts as an advisor to the CEO of KUDi Digital Bank in Ghana. She holds a Bachelor’s Degree in Business and Administration from Bocconi University in Italy and a Master’s Degree in Japanese Economy and Business from the International University of Japan.
Dr. Sophie Robé – Non-Executive Director (aged 47)
Sophie is a CFA Charterholder and holds a PhD in Finance and Econometrics from the University of Kassel in Germany. She is the Founder and Managing Director of Phenix Capital which she started in 2012, a leading European investment consultant with a focus on social and environmental impact investments and aligning allocations to the UN Sustainable Development Goals. She also co-founded Phenix Capital Impact Events, which seeks to establish an impact investment community and investing ecosystem in the Netherlands and across Europe. Prior to that Sophie was a Director at Jupiter Asset Management in London, heading business development in the Netherlands (Regional Equity, Sustainable Equity and Convertibles) from 2010 to 2012, and acting as Global Head of hedge fund sales from 2002 to 2010. She has also held senior positions at Commerzbank and Cominvest Asset Management.
Charlie Y. Shi – Non-Executive Director (aged 56)
Charlie is the Founder and Managing Partner of Omaha Capital China, which focuses primarily on venture and growth capital investments in the fields of internet, medical technologies, new energy and specialty retail in the Greater China region. Throughout his professional career, Mr. Shi has been responsible for sourcing, making and managing a number of successful investments, including AutoNavi Holdings Limited (NASDAQ: AMAP; China’s leading provider of digital mapping content and services, which was acquired by Alibaba.com in July 2014), Baidu.com (NASDAQ: BIDU; China’s leading internet search engine provider), China Cord Blood Corporation (NYSE: CO; China’s leading provider of cord blood storage services), China Digital TV Holdings (NYSE: STV; which was one of China’s leading providers of conditional access systems for IPTVs), Kong Zhong Corporation (NASDAQ: KZ; which was one of China’s leading providers of wireless value-added services and was privatised in April 2017) and MicroPort Scientific Corporation (HKSE: 0853; one of China’s leading medical technology companies).
Between 2006 and 2012, Mr. Shi served on the Board of China Life Asset Management Limited (CLAMC) in Beijing, China’s largest asset management company with approximately RMB 3 trillion assets currently under management. Mr. Shi continues to serve on the Alternative Investment Consultative Committee of CLAMC, a position he has held since 2009. Between 2012 and 2017, Mr. Shi served on the Board of Directors of China Life Franklin Asset Management (Hong Kong) Limited, a joint venture between CLAMC and Franklin Templeton Investments. Since May 2018, Mr. Shi has been serving on the Board of Directors of Franklin Templeton Sealand Fund Management Co., Ltd. in Shanghai, a joint-venture asset management company between China Sealand Securities Co., Ltd. and Franklin Templeton Investments. Since 2002, Mr. Shi has also been serving on the Board of Directors of PICO Far East Holdings Limited in Hong Kong (HKSE: 0752; one of Asia’s leading providers of exhibition-related services and brand management).
Christopher M. Casey – Non-Executive Director and Chairman of Audit Committee (aged 63)
Christopher has extensive experience as a non-executive director and audit committee chairman for public companies, in particular investment trusts, in London and Hong Kong. His other current appointments include TR European Growth Trust plc, BlackRock North American Income Trust plc, City Natural Resources High Yield Trust plc, Eddie Stobart Logistics plc and Readypower Group Limited. Previously he was chairman, independent non-executive director and audit committee chairman of China Polymetallic Mining Limited until 2016, and independent non-executive director and audit committee chairman of Latchways plc until 2015. Christopher’s career spans over 40 years and he was previously an audit partner at KPMG before moving to transaction services, providing due diligence assistance to private equity and corporate clients. He graduated from Oxford University in 1977 with a degree in Politics, Philosophy and Economics.
The Company’s investment objective is to achieve long-term capital growth and income returns predominantly through investment in a diversified portfolio of companies exposed directly or indirectly to emerging or frontier markets.
The Company will seek to meet its investment objective by investing in a diversified portfolio of companies exposed directly or indirectly to emerging or frontier markets. The Company will invest predominantly in:
- companies incorporated in and/or traded on stock exchanges located in emerging or frontier markets; or
- companies which have the majority of their operations, or earn a significant amount of their revenues in, emerging or frontier markets but are traded on stock exchanges located in developed countries.
The Company will focus on small to mid-cap companies. The Company may invest in pre-IPO and unlisted companies subject to the investment restriction detailed below.
In pursuing its investment objective, the Company may:
- invest in equity or equity‐related securities (including preference shares, convertible unsecured loan stock, warrants and other similar securities);
- hedge against directional risk using index futures and/or cash;
- hold bonds and warrants on transferable securities;
- utilise options and futures for hedging purposes and for efficient portfolio management;
- enter into contracts for differences;
- hold participation notes;
- use forward currency contracts; and
- hold liquid assets.
Notwithstanding the above, the Company does not intend to utilise derivatives or other financial instruments to take short positions, nor to increase the Company’s gearing in excess of the limit set out in the borrowing policy.
The Company will not seek to track or mirror any index or benchmark and, accordingly, the Company may frequently be overweight or underweight in certain investments, or may be concentrated in a more limited number of sectors, geographical areas or countries, when compared with a particular index or benchmark.
The Company will focus on companies that have:
- a resilient business model and sound management;
- the possibility for operational and environmental, social and governance (“ESG”) improvements;
- the potential to improve competitive advantages and cash flow generation; and
- stakeholders that are open to, and have an interest in, positive change.
The Company will, through its Investment Manager, seek to unlock value in investee companies by actively partnering with investee companies through a governance-orientated approach, seeking to act as a catalyst for broader ESG improvements.
The Company does not expect to take controlling interests in investee companies.
The Company will seek to provide Shareholders with exposure to a portfolio which is appropriately diversified by geography and sector to achieve an appropriate balance of risk over the long term. Once fully invested, it is expected that the Company’s portfolio will comprise approximately 20 to 30 investments. The Company will at all times invest and manage its assets in a manner which is consistent with the objective of spreading and mitigating investment risk.
The Company will observe the following investment restrictions, each calculated at the time of investment:
- no more than 10 per cent. of Gross Assets will be invested in a single company;
- no more than 35 per cent. of Gross Assets will be invested in companies incorporated in or traded on an exchange in or otherwise primarily exposed to a single emerging or frontier market; and
- no more than 15 per cent. of Gross Assets will be invested in companies that are not traded on a stock exchange.
In compliance with the Listing Rules, no more than 10 per cent., in aggregate, of Gross Assets may be invested in other investment companies which are listed on the Official List.
The Company may deploy leverage of up to 20 per cent. of Net Asset Value (calculated at the time of borrowing) to seek to enhance long-term capital growth and income returns and for the purpose of capital flexibility. The Company’s leverage is expected to primarily comprise bank borrowings but may include the use of derivative instruments and such other methods as the Board may determine.
Notwithstanding the above, the Company does not intend to utilise derivatives or other financial instruments to take short positions, nor to increase the Company’s leverage in excess of the limit set out in the borrowing policy.
The Company’s reporting currency and Share price quotation is Sterling. However, the Company will make investments denominated in currencies other than Sterling. In addition, the majority of the income from the Company’s investments is expected to be generated in currencies other than Sterling.
The Company does not currently intend to hedge currency risk in respect of the capital value of its portfolio or in respect of its Sterling distributions. However, the Company will review its hedging strategy on a regular basis. The Company will not engage in currency trading for speculative purposes.
Whilst it is the intention of the Company to be fully or near fully invested in normal market conditions, the Company may hold cash on deposit and may invest in cash equivalent investments, which may include short-term investments in money market type funds and tradeable debt securities (“Cash and Cash Equivalents”).
There is no restriction on the amount of Cash and Cash Equivalents that the Company may hold and there may be times when it is appropriate for the Company to have a significant cash or cash equivalent position instead of being fully or near fully invested.
Changes to the investment policy
No material change will be made to the investment policy without the approval of Shareholders by ordinary resolution.
In the event of a breach of the investment policy set out above and the investment and gearing restrictions set out therein, the Investment Manager shall inform the Board upon becoming aware of the same and if the Board considers the breach to be material, notification will be made to a Regulatory Information Service.
TARGET RETURNS AND DISTRIBUTION POLICY
The Company is targeting a total return of between 12 and 15 per cent. per annum over the long term. The Company expects dividends to become a meaningful component of the total return as its strategy develops.
The Company intends to pay distributions on an annual basis with distributions typically approved at the Company’s annual general meeting. It intends to declare its first distribution in respect of the accounting period ending 30 November 2019 to be paid in the first half of 2020.
Investors should note that the targeted total return is a target only on a fully invested and leveraged basis. It is not a profit forecast and there can be no assurance that it will be met or that any capital growth or distributions, or any growth in distributions, will be achieved.
Forward Looking Statements
This announcement (the “Announcement”) contains “forward looking” statements. These forward looking statements involve known and unknown risks and uncertainties, many of which are beyond MMIT’s control and all of which are based on MMIT’s and Mobius Capital Partners’ current beliefs and expectations about future events. These forward-looking statements may be identified by the use of forward looking terminology, including the terms “believes”, “estimates”, “anticipates”, “projects”, “expects”, “intends”, “aims”, “plans”, “predicts”, “may”, “will”, “seeks” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the intentions, beliefs or current expectations of Mobius Capital Partners concerning, among other things, the prospects, strategies and the market in which it is expected that MMIT will operate.
These forward looking statements and other statements contained in this Announcement regarding matters that are not historical facts are only predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing MMIT. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward looking statements. In addition, even if the strategies and the development of the markets in which it is expected MMIT will operate is consistent with the forward looking statements contained in this Announcement, those strategies or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation and currency fluctuations. Forward looking statements may, and often do, differ materially from actual results. Any forward looking statements in this Announcement reflect MMIT’s and/or Mobius Capital Partners’ current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to MMIT’s strategy and expectations. The forward looking statements contained in this Announcement speak only as of the date of this Announcement. New factors will emerge in the future, and it is not possible for MMIT or Mobius Capital Partners to predict which factors they will be. In addition, MMIT and Mobius Capital Partners cannot assess the impact of each factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those described in any forward looking statements. MMIT and Mobius Capital Partners disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this Announcement to reflect any change in its expectations or any change in the events, conditions or circumstances on which such statements are based unless required to do so by applicable law or regulation.
Jefferies and its affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward looking statements contained in this Announcement whether as a result of new information, future developments or otherwise.
The contents of this Announcement, which has been prepared by and is the sole responsibility of Mobius Investment Trust plc, have been approved by Jefferies solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended) (“FSMA”).
This Announcement is not for release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively, the “United States”), Australia, Canada, the Republic of South Africa (“South Africa”), New Zealand, Japan or any other jurisdiction where such distribution is unlawful, or to US persons, as defined in Regulation S (“Regulation S”) under the US Securities Act of 1933, as amended. The distribution of this Announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The securities of MMIT have not been and will not be registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
This Announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, securities of MMIT in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on MMIT, Mobius Capital Partners or Jefferies. The offer and sale of securities of MMIT has not been and will not be registered under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. Subject to certain exemptions, the securities of MMIT may not be offered to or sold within Australia, Canada, the Republic of South Africa or Japan or to any national, resident or citizen of Australia, Canada, the Republic of South Africa or Japan.
In addition, MMIT has not been and will not be registered under the US Investment Company Act of 1940, as amended, and the recipient of this Announcement will not be entitled to the benefit of that act.
This Announcement is for information purposes only and does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, securities to any person in the Australia, Canada, South Africa, New Zealand or Japan or in any other jurisdiction.
This Announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this Announcement except on the basis of information in the prospectus intended to be published by MMIT in connection with the proposed initial public offering (the “IPO”) (the “Prospectus”). In particular, prospective investors will be required to read and understand the section entitled “Risk Factors” in the Prospectus, once available.
The information in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy or completeness. This Announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any securities of MMIT or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.
This Announcement does not constitute a recommendation concerning the IPO. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance and prospective investors may not receive any return from MMIT. Before purchasing any securities of MMIT, persons viewing this Announcement should ensure that they fully understand and accept the risks that will be set out in the Prospectus, if and when published. Information in this Announcement or any of the documents relating to the IPO cannot be relied upon as a guide to future performance. Potential investors should consult a professional adviser as to the suitability of the IPO for the entity concerned.
Jefferies, which is authorised and regulated in the United Kingdom by the UK Financial Conduct Authority, is acting exclusively for MMIT and no one else in connection with this Announcement or any future transaction in connection with it. Jefferies is not acting as adviser to any recipient of this Announcement or will be responsible to any recipient of the Announcement for providing the protections afforded to clients of any of them or for providing advice in connection with this Announcement or matters referred to herein.
This Announcement is being issued by and is the responsibility of Mobius Investment Trust plc. Neither Jefferies nor any of its respective affiliates accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this Announcement, including the truth, accuracy or completeness of the information in this Announcement (or whether any information has been omitted from the Announcement), whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the Announcement or its contents or otherwise arising in connection therewith. Jefferies and its respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this Announcement or its contents, accuracy, fairness, verification, completeness or otherwise arising in connection therewith.