OFFERING MEMORANDUM. Relating to Shares of NVF MASTER FUND. 16 March 2011

Transcription

1 OFFERING MEMORANDUM Relating to Shares of NVF MASTER FUND 16 March 2011 IN MAKING AN INVESTMENT DECISION, AN INVESTOR MUST RELY UPON ITS OWN EXAMINATION OF NVF MASTER FUND (THE "FUND") AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN OWNING SHARES OF THE FUND (THE "SHARES"), AS DESCRIBED IN THIS OFFERING MEMORANDUM (THIS "MEMORANDUM") AND, AS APPLICABLE, IN THE OFFERING MEMORANDUM DATED 16 MARCH 2011 FOR NIKKO VIETNAM FUND WHICH IS THE INITIAL AND PRIMARY SHAREHOLDER IN THE FUND (THE "TRUST"), WHICH IS ATTACHED TO AND FORMS A PART OF THIS MEMORANDUM (THE "TRUST MEMORANDUM"). PROSPECTIVE INVESTORS IN THE FUND SHOULD READ THIS MEMORANDUM CAREFULLY. HOWEVER, THE CONTENTS OF THIS MEMORANDUM SHOULD NOT BE CONSIDERED TO BE LEGAL OR TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT WITH ITS OWN COUNSEL AND ADVISERS AS TO ALL MATTERS CONCERNING AN INVESTMENT IN THE FUND, INCLUDING THE SUITABILITY OF THE FUND AS AN INVESTMENT FOR SUCH PROSPECTIVE INVESTOR. AN INVESTMENT IN THE FUND DOES NOT CONSTITUTE A COMPLETE INVESTMENT PROGRAM. AN INVESTMENT IN THE SHARES IS SUBJECT TO VARIOUS RISKS, INCLUDING, WITHOUT LIMITATION, THE RISK OF LOSS OF THE ENTIRE AMOUNT INVESTED. THERE WILL BE NO PUBLIC OFFERING OF THE SHARES. NO OFFER TO SELL (OR SOLICITATION OF AN OFFER TO BUY) IS BEING MADE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL UNDER NO CIRCUMSTANCES WILL THE DELIVERY OF THIS MEMORANDUM OR ANY SALE OF SHARES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE FACTS OR THE AFFAIRS OF THE PARTIES DESCRIBED IN THIS MEMORANDUM SINCE THE DATE OF THIS MEMORANDUM, OR THAT THE INFORMATION CONTAINED IN THIS MEMORANDUM IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS MEMORANDUM. FURTHER, UNDER NO CIRCUMSTANCES WILL THE DELIVERY OF THE TRUST MEMORANDUM, WHICH IS INCORPORATED INTO THIS MEMORANDUM, OR ANY SALE OF UNITS OF THE TRUST CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE FACTS OR THE AFFAIRS OF THE PARTIES DESCRIBED IN THE TRUST MEMORANDUM SINCE THE DATE OF THE TRUST MEMORANDUM, OR THAT THE INFORMATION CONTAINED IN THE TRUST MEMORANDUM IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THE TRUST MEMORANDUM. THE FUND IS REGISTERED IN THE CAYMAN ISLANDS PURSUANT TO SECTION 4(3) OF THE MUTUAL FUNDS LAW (2009 REVISION) OF THE CAYMAN ISLANDS (THE "LAW"), BUT SUCH REGISTRATION DOES NOT INVOLVE A DETAILED EXAMINATION OF THE MERITS OF THE FUND, OR SUBSTANTIVE SUPERVISION OF THE INVESTMENT PERFORMANCE OF THE FUND BY THE CAYMAN ISLANDS GOVERNMENT OR THE CAYMAN ISLANDS MONETARY AUTHORITY (THE "AUTHORITY"), THERE IS NO FINANCIAL OBLIGATION OR COMPENSATION SCHEME IMPOSED ON OR BY THE GOVERNMENT OF THE CAYMAN ISLANDS IN FAVOUR OF OR AVAILABLE TO INVESTORS IN THE FUND. THE FUND FALLS WITHIN THE DEFINITION OF MAW\633086\ v6

2 A "MUTUAL FUND" IN TERMS OF THE LAW AND ACCORDINGLY WILL BE REGULATED IN TERMS OF THE LAW. THE MAIN OBLIGATIONS UNDER THE LAW ARE (A) TO REGISTER THE FUND WITH THE AUTHORITY, (B) TO FILE WITH THE AUTHORITY PRESCRIBED DETAILS OF THIS MEMORANDUM AND ANY CHANGES TO THEM, (C) TO FILE ANNUALLY WITH THE AUTHORITY ACCOUNTS AUDITED BY AN APPROVED AUDITOR AND (D) TO PAY A PRESCRIBED REGISTRATION FEE AS WELL AS AN ANNUAL FEE. NO INVITATION IS BEING MADE TO THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR SHARES. THIS MEMORANDUM HAS BEEN PREPARED SOLELY FOR THE INFORMATION OF THE PERSON TO WHOM IT HAS BEEN DELIVERED ON BEHALF OF THE FUND AND MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE. EACH PERSON ACCEPTING THIS MEMORANDUM AGREES TO RETURN IT PROMPTLY UPON REQUEST. INVESTMENT MANAGER SIMPLEX GLOBAL INVESTMENTS LIMITED THE DIRECTORS OF THE INVESTMENT MANAGER ACCEPT RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS MEMORANDUM. TO THE BEST OF THE KNOWLEDGE AND BELIEF OF SUCH DIRECTORS (WHO HAVE TAKEN ALL REASONABLE CARE TO ENSURE THAT SUCH IS THE CASE) THE INFORMATION CONTAINED IN THIS MEMORANDUM IS IN ACCORDANCE WITH THE FACTS AND DOES NOT OMIT ANYTHING LIKELY TO AFFECT THE IMPORT OF SUCH INFORMATION. MAW\633086\ v6

3 OFFERING MEMORANDUM NVF MASTER FUND PO Box 1093, Queensgate House Grand Cayman, KY1-1102, Cayman Islands This Offering Memorandum (this "Memorandum") describes shares ("Shares") being offered in NVF Master Fund, an exempted company incorporated under the laws of the Cayman Islands (the "Fund"). The following summarizes the terms of the Fund. This summary should be read in conjunction with the Trust Memorandum, which is incorporated in its entirety into, and forms a part of, this Memorandum. There can be no assurance that the Fund will achieve its investment objectives. Capitalized terms used but not defined in this Memorandum have the meanings given to them in the Trust Memorandum. Reference should be made to the relevant sections of the Trust Memorandum for a more complete discussion. The Fund Investment Objective and Restrictions NVF Master Fund, is an exempted company incorporated under the laws of the Cayman Islands. The Fund is designed to act primarily as the trading vehicle for the Trust. The proceeds from the sale of Shares of each Class will be available for investment by the Fund. The investment objective of the Fund is identical to that of the Trust, which is to maximize returns with controlled risk through investing and trading in Collective Investment Schemes managed by VinaCapital that mainly invest in Vietnam and surrounding Asian countries, and also in money market securities, cash equivalent assets and/or bank deposits for the purposes of cash management. The Investment Manager shall use its best efforts to ensure that the Fund's assets are invested in accordance with the following investment ratios: (a) between sixty per cent. (60%) and seventy-five per cent. (75%) in VinaCapital Vietnam Opportunity Fund Limited (formerly known as Vietnam Opportunity Fund Limited); (b) up to twenty-five per cent. (25%) in VinaLand Limited; (c) up to ten per cent. (10%) in Vietnam Infrastructure Limited; and (d) normally five per cent. (5%) in money market securities, cash equivalent assets and/or bank deposits. The target allocation shall be achieved as soon as practically possible after 7 September 2007, being the closing date for the initial offer of Units. However, for the purposes of protecting the Fund's assets, and subject to MAW\633086\ v6

4 market conditions, the Fund may at times not consist of assets based on the above investment ratios. The Investment Manager has the right to, from time to time, reallocate investment ratios between VinaCapital Funds as above and/or other Collective Investment Schemes managed or advised by VinaCapital. The Fund may also hold liquid assets. Such assets may be kept in current accounts or in short term money market instruments regularly negotiated and issued or guaranteed by first class issuers. For further detail, reference should be made to the sections headed "Investment Objective", "Summary of the VinaCapital Funds" and "Investment and Borrowing Restrictions of the Trust" in the Trust Memorandum. Offering of Shares This Memorandum offers for sale ordinary Shares in the Fund, which generally correspond to the units issued by the Trust (each a "Unit"). The Units may be issued and subscribed as of each Issue Day at the Net Asset Value per Unit as of the relevant Issue Day for the relevant Unit. There is no minimum or maximum size of the offering. Minimum Initial Subscription Net Asset Value of Shares Subscriptions Redemptions Directors of the Fund The minimum initial investment in the Fund per Investor is JPY20,000,000. The Net Asset Value of the Fund and each Share will be determined, at the same time as the Units are valued, in accordance with the Fund's Memorandum and Articles of Association ("Articles of Association"). The Fund intends to follow the same procedures and timing for valuation as are disclosed in the Trust Memorandum. The Fund intends to follow the same procedures and timing for issue of Shares as the Trust follows for issue of Units. Prospective Investors should refer to the Trust Memorandum for a complete discussion of such procedures and timing. The Fund intends to follow the same procedures and timing for redemption of shares as the Trust follows for repurchase of Units. Prospective Investors should refer to the Trust Memorandum for a complete discussion of such procedures and timing. The Fund's Board of Directors, acting through one or more Directors or duly appointed agents, is responsible for acting on behalf of the Fund. The members of the Board of Directors are Stephane Lachance and Brian Eden. The services of Mr Lachance and Mr Eden are being provided by MAW\633086\ v6 2

5 Maples Fiduciary Services (Cayman) Limited ("MFS"), a regulated entity in the Cayman Islands and a division of the MaplesFS group with offices in the Cayman Islands, Dubai, Hong Kong, Luxembourg, Montreal and New York. MFS offers a comprehensive range of fiduciary and administration services to finance vehicles and investment funds. The Fund has entered into an agreement dated 23 July 2007 with Maples Finance Limited (now MaplesFS Limited) (the "Director Services Agreement") which sets out the terms on which it will provide the services of the Directors. The Director Services Agreement was assigned to MFS with effect from 1 December Stephane Lachance Stephane Lachance is a Vice President of MFS. Mr. Lachance joined MFS in 2010 and works on a wide range of investment and structured finance products, including multimanager funds, hedge funds, private equity funds and unit trust structures. From 2007 to 2010, Mr. Lachance worked as Manager heading up the Single-manager Fund s team at Butterfield Fulcrum Group (Cayman) Limited. From 2003 to 2007, Mr. Lachance worked progressively in senior positions with HSBC s Alternative Fund Services division in Bermuda and Luxembourg. From 1995 to 2003, Mr. Lachance worked for Deloitte in Canada and Bermuda, where he provided taxation, business and advisory services in variety of clients including a number in the financial services industry. Mr. Lachance graduated with a Bachelor of Business Administration from HEC Montreal in He is a member of the Canadian Institute of Chartered Accountants and the Ordre des comptables agréés du Québec. Mr. Lachance is fluent in English and French. Brian Eden Mr Eden is an Assistant Vice President of MFS. Mr Eden joined Maples Fiduciary Services in 2009 and works on a wide range of structured finance vehicles and investment funds including hedge funds, private equity funds, multimanager funds, emerging market funds and unit trust structures. Prior to joining MFS Mr Eden worked for the Cayman Islands Monetary Authority as an Analyst in the Investments and Securities Division. He graduated from the University of Miami with a Master of Business Administration and a Bachelor of Administration - Finance. He is a member of the Cayman Islands Directors Association and The Association of Certified Anti-Money Laundering Specialists. He is also a Certified Anti-Money Laundering Specialist. MAW\633086\ v6 3

6 MFS is entitled to reimbursement of its out-of-pocket expenses, including photocopying, fax, telephone, postage and other communication charges and other expenses properly incurred pursuant to the Director Services Agreement by MFS or any Director provided by it. The Directors provided by MFS are non-executive Directors of the Fund and are not required to devote their full time and attention to the business of the Fund. They may be engaged in any other business and/or be concerned or interested in or act as directors or officers of any other company or entity. Neither MFS nor any of the Directors supplied by MFS are responsible for (i) the commercial structuring of the Fund or its investment strategy, (ii) the purchase or sale of any investment on behalf of the Fund (which is the responsibility solely of the Investment Manager), (iii) the valuation of the assets of the Fund, or (iv) any loss or damage caused by the acts or omissions of the Investment Manager or the Administrator and Custodian or any of their delegates or sub-delegates unless any such loss or damage is caused by the actual fraud or wilful default of MFS. The Articles of Association provide that every Director and officer of the Fund shall be indemnified out of the assets of the Fund against any liability incurred as a result of any act or failure to act in carrying out his or her functions other than such liability (if any) that may be incurred by reason of the actual fraud or wilful default of such Director or officer. Investment Manager Expenses Risk Factors Registration as a Mutual Fund Simplex Global Investments Limited has been appointed as the investment manager of the Fund pursuant to an investment management agreement. Pursuant to an expenses agreement between the Trust and the Fund, certain fees and expenses relating to the Fund will be charged at the Trust level. The risk factors in relation to an investment in the Fund will broadly correspond with those relating to an investment in the Trust. Prospective Investors should review carefully the section headed "Investment Risks" in the Trust Memorandum. The Fund is regulated as a mutual fund under the Mutual Funds Law (2009 Revision) of the Cayman Islands ("Mutual Funds Law"). The Cayman Islands Monetary Authority (the "Authority") has supervisory and enforcement powers to ensure compliance with the Mutual Funds Law. Regulation under the Mutual Funds Law entails the filing of prescribed details and audited accounts annually with the Authority. As a regulated mutual fund, the Authority may at any time MAW\633086\ v6 4

7 instruct the Fund to have its accounts audited and to submit them to the Authority within such time as the Authority specifies. Failure to comply with these requests by the Authority may result in substantial fines on the part of the Directors and may result in the Authority applying to the court to have the Fund wound up. The Fund will not, however, be subject to supervision in respect of its investment activities or the constitution of the Fund s portfolio by the Authority or any other governmental authority in the Cayman Islands, although the Authority does have power to investigate the activities of the Fund in certain circumstances. Neither the Authority nor any other governmental authority in the Cayman Islands has passed judgment upon or approved the terms or merits of this document. There is no investment compensation scheme available to investors in the Cayman Islands. The Authority may take certain actions if it is satisfied that a regulated mutual fund is or is likely to become unable to meet its obligations as they fall due or is carrying on or is attempting to carry on business or is winding up its business voluntarily in a manner that is prejudicial to its investors or creditors. The powers of the Authority include the power to require the substitution of Directors, to appoint a person to advise the Fund on the proper conduct of its affairs or to appoint a person to assume control of the affairs of the Fund. There are other remedies available to the Authority including the ability to apply to court for approval of other actions. Cayman Islands Tax Considerations The Government of the Cayman Islands will not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the Fund or the Shareholders. The Cayman Islands are not party to a double tax treaty with any country that is applicable to any payments made to or by the Fund. The Fund has obtained an undertaking from the Governor-in- Cabinet of the Cayman Islands that, in accordance with section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Fund or its operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of the shares, debentures or other obligations of the Fund or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by the Fund to its members or a payment of principal or interest or other sums due under a debenture or other obligation of the Fund. MAW\633086\ v6 5

8 Administrator and Custodian Nikko Bank (Luxembourg) S.A.*, 9A rue Robert Stümper, L Luxembourg, Grand Duchy of Luxembourg has been appointed (i) as administrator to the Fund pursuant to an administration agreement and (ii) custodian to the Fund pursuant to a custodian agreement. *Nikko Bank (Luxembourg) S.A. will change its name to SMBC Nikko Bank (Luxembourg) S.A. on 1 April References to Nikko Bank (Luxembourg) S.A. in this Memorandum shall be to SMBC Nikko Bank (Luxembourg) S.A. on and after 1 April Anti-Money Laundering Provisions In order to comply with legislation or regulations aimed at the prevention of money laundering the Fund is required to adopt and maintain anti-money laundering procedures, and may require subscribers to provide evidence to verify their identity and source of funds. Where permitted, and subject to certain conditions, the Fund may also delegate the maintenance of its anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person. The Fund, and the Administrator on the Fund's behalf, reserve the right to request such information as is necessary to verify the identity of a subscriber. In some cases the Directors, or the Administrator on the Fund's behalf may be satisfied that no further information is required since an exemption applies under the Money Laundering Regulations (2010 Revision) of the Cayman Islands, as amended and revised from time to time (the "Regulations"). Depending on the circumstances of each application, a detailed verification of identity might not be required where: (a) (b) (c) the applicant makes the payment for their investment from an account held in the applicant's name at a recognised financial institution; or the applicant is regulated by a recognised regulatory authority and is based or incorporated in, or formed under the law of, a recognised jurisdiction; or the application is made through an intermediary which is regulated by a recognised regulatory authority and is based in or incorporated in, or formed under the law of a recognised jurisdiction and an assurance is provided in relation to the procedures undertaken on the underlying investors. For the purposes of these exceptions, recognition of a financial institution, regulatory authority or jurisdiction will be determined in accordance with the Regulations by reference MAW\633086\ v6 6

9 to those jurisdictions recognised by the Authority as having equivalent anti-money laundering regulations. In the event of delay or failure on the part of the subscriber in producing any information required for verification purposes, the Fund, or the Administrator on the Fund's behalf, may refuse to accept the application, in which case any funds received will be returned without interest to the account from which they were originally debited. The Fund, and the Administrator on the Fund's behalf, also reserve the right to refuse to make any redemption payment to a Shareholder if the Directors or the Administrator suspect or are advised that the payment of redemption proceeds to such Shareholder might result in a breach of applicable antimoney laundering or other laws or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure the compliance by the Fund or the Administrator with any such laws or regulations in any applicable jurisdiction. If any person resident in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Law, 2008 of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher pursuant to the Terrorism Law (2009 Revision) of the Cayman Islands if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise. Accountant Accounts Legal Counsel PricewaterhouseCoopers, P.O. Box 258, Strathvale House, Grand Cayman KY1-1104, Cayman Islands act as auditors of the Fund. Accounts of the Fund will be made up to the last business day of June in each year and will be prepared in accordance with Luxembourg generally accepted accounting principles. Maples and Calder, 53rd Floor, The Center, 99 Queen's Road Central, Hong Kong acts as Cayman Islands counsel to the Fund. In connection with the Fund's offering of Shares and subsequent advice to the Fund, Maples and Calder will not MAW\633086\ v6 7

10 be representing Shareholders. No independent legal counsel has been retained to represent the Shareholders. Maples and Calder's representation of the Fund is limited to specific matters as to which it has been consulted by the Fund. There may exist other matters that could have a bearing on the Fund as to which Maples and Calder has not been consulted. In addition, Maples and Calder does not undertake to monitor compliance by the Investment Manager and its affiliates with the investment program, valuation procedures and other guidelines set forth herein, nor does Maples and Calder monitor ongoing compliance with applicable laws. In connection with the preparation of this Memorandum, Maples and Calder's responsibility is limited to matters of Cayman Islands law and it does not accept responsibility in relation to any other matters referred to or disclosed in this Memorandum. In the course of advising the Fund, there are times when the interests of Shareholders may differ from those of the Fund. Maples and Calder does not represent the Shareholders' interests in resolving these issues. In reviewing this Memorandum, Maples and Calder has relied upon information furnished to it by the Fund and has not investigated or verified the accuracy and completeness of information set forth herein concerning the Fund. MAW\633086\ v6 8