PROXY PETROLEUM FUND-SEGREGATED PORTFOLIO

Transcription

1 A Segregated Prtfli f Alphea Fund SPC Ltd., an pen-ended investment fund established as a British Virgin Islands Business Cmpany SUPPLEMENT TO THE INFORMATION MEMORANDUM JUNE 2013 THIS SUPPLEMENT IS ISSUED BY THE BOARD OF DIRECTORS OF ACCORDINGLY THE BOARD OF DIRECTORS ACCEPTS RESPONSIBILITY FOR ITS CONTENTS.

2 CONTENTS Ntice... 1 Structure... 3 Definitins... 3 Investment Objective and Plicy... 3 Risks f the Segregated Prtfli... 3 Investment Manager... 5 Administratr... 5 Auditr... 5 Bank... 5 Prime Brker and Custdian... 5 Transactinal Csts... 5 Fees... 5 Recrds... 6 Subscriptins... 6 Redemptins... 7 Reprting... 9 Infrmatin... 9

3 Ntice This Supplement cntains infrmatin relating t a specific Segregated Prtfli f Alphea Fund SPC Ltd. (the Fund ) knwn as the Prxy Petrleum Fund-Segregated Prtfli. This Supplement must be read tgether with the Infrmatin Memrandum. This Supplement and the Infrmatin Memrandum shall be cnstrued as ne dcument and any undefined term used in this supplement, has the same meaning as set ut in the Infrmatin Memrandum. This Supplement is intended slely fr the persn t whm it has been delivered by the Fund fr the purpse f evaluating a pssible investment by the recipient in the Prxy Petrleum Fund-Segregated Prtfli as described herein. Neither this Supplement nr the Infrmatin Memrandum are t be reprduced r distributed t any ther persns (ther than prfessinal advisers f the prspective investr). N persn is authrised t issue any advertisement, give any infrmatin r make any representatin nt cntained in this Supplement r in the Infrmatin Memrandum in cnnectin with the ffering, subscriptin r sale f Shares f the Prxy Petrleum Fund- Segregated Prtfli and any advertisement s issued r infrmatin r representatin nt s cntained must nt be relied upn as having been authrised by r n behalf f the Fund. The delivery f this dcument, the Infrmatin Memrandum and any ther dcuments at any time and the allcatin f Shares f the Prxy Petrleum Fund-Segregated Prtfli des nt imply that the infrmatin cntained in this Supplement and the Infrmatin Memrandum are crrect as at any time subsequent t its date. The cntents f this Supplement r the Infrmatin Memrandum shuld nt be cnstrued as legal, tax r financial advice. Prspective investrs shuld infrm themselves as t the legal requirements and tax cnsequences within the cuntries f their residence and dmicile fr the acquisitin, hlding r dispsal f Shares f the Prxy Petrleum Fund- Segregated Prtfli and any freign exchange restrictins which may be relevant t them. Shares which are acquired by persns nt eligible t hld them may be cmpulsrily redeemed. The distributin f this Supplement and the Infrmatin Memrandum and the ffering f the Shares in certain jurisdictins may be restricted by law. Persns int whse pssessin such dcuments cme are required by the Fund t infrm themselves abut and t bserve any such restrictins. This Supplement and the Infrmatin Memrandum d nt cnstitute, and may nt be used fr the purpse f, an ffer r slicitatin t anyne in any jurisdictin in which such ffer r slicitatin is nt authrised r t any persn t whm it is unlawful t make such ffer r slicitatin. Nne f the Shares f the Prxy Petrleum Fund-Segregated Prtfli have been r will be registered under the U.S. Securities Act f 1933 and the Fund has nt been registered under the U.S. Investment Cmpany Act f In additin, the Investment Manager is nt registered under, r subject t, the U.S. Investment Advisers Act. Cnsequently, the investment management agreement, the fees f the Investment Manager and any transactins with the Investment Manager are nt subject t the restrictins cntained in the U.S. Investment Advisers Act and regulatins issued thereunder. Shares f the Prxy Petrleum Fund-Segregated Prtfli will nt be ffered t the general public in the British Virgin Islands, nr will the Prxy Petrleum Fund-Segregated Prtfli be ffered publicly in any ther cuntry. 1

4 The Fund has btained a certificate f recgnitin ( Certificate f Recgnitin ) as a Prfessinal Fund frm the Financial Services Cmmissin (the "Cmmissin") pursuant t the British Virgin Islands Securities and Investment Business Act 2010 ( SIBA ) and the Mutual Fund Regulatins (the "Regulatins"). SIBA and the Regulatins replaced the Mutual Funds Act 1996 in May, Shares may nly be purchased by prfessinal investrs, as defined in SIBA and the Regulatins, and the minimum initial investment f each investr, ther than fr an exempted investr, must be n less than USD 100,000, r its equivalent in any currency. Exempted investrs are defined in SIBA and the Regulatins as the Investment Manager, the Administratr, the prmter r underwriter f the Fund, emplyees f the Investment Manager r prmter, and any such ther persn(s) as the Cmmissin may frm time t time specify. The Fund is nt subject t supervisin by the Cmmissin r a regulatry authrity utside the BVI. Further, the requirements cnsidered necessary fr the prtectin f investrs that apply t public funds in the BVI d nt apply t prfessinal funds. An investment in a prfessinal fund may present a greater risk t an investr than an investment in a public fund in the BVI. Each prspective investr is slely respnsible fr determining whether the Fund is suitable fr its investment needs. The Fund s investments are subject t nrmal market fluctuatins as well as the risks inherent in the investment instruments described under the sectin headed Risk Factrs f the Infrmatin Memrandum and in respect t each Segregated Prtfli under the sectin headed Risks f the Segregated Prtfli f each Segregated Prtfli s supplement. There can be n assurance that appreciatin f the assets f this Segregated Prtfli will ccur r that lsses will nt be realised. Cnsequently, the value f Shares f the Prxy Petrleum Fund Segregated Prtfli f the Fund may be subject t vlatile mvements and may fall as well as rise. An investment in the Prxy Petrleum Fund-Segregated Prtfli shuld be cnsidered speculative and suitable nly fr persns wh can assume the risk f lsing their entire investment. 2

5 Structure - The Alphea Fund SPC Ltd. Prxy Petrleum Fund Segregated Prtfli (the Segregated Prtfli ) is a separate investment prtfli f Alphea Fund SPC Ltd. The Segregated Prtfli has issued ne class f shares which will be referred t as Share Class One. Definitins Base Currency The base currency f accunt f the Segregated Prtfli is the U.S. Dllar ( USD ). Subscriptin Day The first Business Day immediately fllwing the Valuatin Day (as set ut belw) r such ther day as may be determined by reslutin f the Bard f Directrs f the Fund. Redemptin Day The first Business Day f each mnth r such ther day as may be determined by reslutin f the Bard f Directrs f the Fund. Redemptins Shares f the Segregated Prtfli can be redeemed by a sharehlder at the Net Asset Value (as defined in the Infrmatin Memrandum) f such shares as f the Valuatin Day immediately preceding the applicable Redemptin Day. Subscriptins The Segregated Prtfli ffers its Shares fr subscriptin n each Subscriptin Day at a net price per Share equal t the Net Asset Value per Share (as defined in the Infrmatin Memrandum) at the clse f business n the preceding Valuatin Day. Valuatin Day The last Business Day f each mnth r such ther day as may be determined by reslutin f the Bard f Directrs f the Fund. Investment Objective and Plicy The Prxy Petrleum Fund Segregated Prtfli will actively manage a prtfli f large and resurce rich listed il & gas cmpanies. The main bjective is t cnstantly imprve the value and financial strength f the prtfli thrugh select prtfli allcatins. The Segregated Prtfli will search investments glbally with a main fcus n large, prven, gd quality il and/r gas reserves. The Segregated Prtfli will nly invest in medium t large cap listed equities. The Segregated Prtfli bulk f psitins will be in n mre than cmpanies and can at times be very cncentrated. The Segregated Prtfli aims t be fully invested but can at times have up t 25% in cash if the market warrants that r in between asset allcatins. Risks f the Segregated Prtfli Prspective investrs shuld give careful cnsideratin t the fllwing factrs in evaluating the merits and suitability fr investment in the Segregated Prtfli: 3

6 The value f the Segregated Prtfli s Shares may decrease as well as increase. There is n guarantee that the Segregated Prtfli will meet its bjectives. Investment in the Segregated Prtfli may be subject t significant fluctuatins in value, and lsses culd be incurred n realisatin. The Shares f the Segregated Prtfli are subject t restrictive redemptin, assignment and transfer prvisins. The Segregated Prtfli shuld be cnsidered as a medium t lng-term investment. Investment in the Segregated Prtfli is cnsidered a high risk investment. Investrs can lse a prtin r even all f the mney they invest in the Segregated Prtfli. Investment in the Segregated Prtfli is nly suitable fr investrs wh can affrd the capital risks invlved. Only capital which the investr can affrd t lse shuld be invested in the Segregated Prtfli and investrs are recmmended t cnsult their financial advisers befre investing. The Segregated Prtfli is nt the subject f any statutry cmpensatin scheme. Investments in securities f nn-usd issuers may be denminated in currencies ther than USD, and hence the value f such investments will vary directly with changes in the USD value f such ther currencies. Changes in freign currency exchange rates may als affect the value f dividends (if any) and the level f gains and lsses realised n the sale f securities. Fr purpses f calculating the Net Asset Value, the Segregated Prtfli is treated as a separate entity; hwever, the Fund is a single legal entity under British Virgin Islands law. The Segregated Prtfli culd lse mney if any cunter party t a lan agreement (secured r unsecured) des nt make timely payments r hnurs its bligatin as stipulated in the relevant agreement. The lan agreements may be subject t varying degrees f credit risk; furthermre, lanes may be unrated and may nt guarantee r prvide cllateral t the mnies laned by the Fund n behalf f the Segregated Prtfli. Privately placed securities wned by the Fund n behalf f the Segregated Prtfli may invlve special registratin risks, liabilities and csts, and valuatin r ther liquidity-related difficulties. In additin, the Segregated Prtfli will be subject t the risk f breach f the purchase agreements by the issuers f such securities. Equities invested in by the Segregated Prtfli may invlve substantial risks and may be subject t sudden fluctuatins in market value, with a resulting fluctuatin in the amunt f prfits and lsses. There are n abslute restrictins in regard t the size r perating experience f the cmpanies in which the Segregated Prtfli may invest. In additin, relatively small cmpanies in which the Segregated Prtfli may invest may lack management depth r the ability t generate internally, r btain externally, the funds necessary fr grwth, and cmpanies with new prducts r services culd sustain significant lsses if prjected market cnditins d nt materialize. Equities f smaller cmpanies may lack sufficient market liquidity t enable the Fund n behalf f the Segregated Prtfli t effect sales at an advantageus time withut a substantial fall in value. 4

7 The Segregated Prtfli culd incur lsses as a result f its investments in ptins, futures, swaps, structured securities and ther derivative instruments. These instruments may be leveraged s that small changes may prduce disprprtinate lsses t the Segregated Prtfli. Investment Manager Tavira Mnac SAM will act as the Investment Manager f the Segregated Prtfli. Administratr Circle Investment Supprt Services B.V. will act as the Administratr f the Segregated Prtfli. Auditr KPMG Accuntants N.V. f Amstelveen, the Netherlands will act as the Auditr f the Segregated Prtfli. The Segregated Prtfli s financial year is the calendar year. Bank ABN AMRO (Guernsey) Limited will act as the Bank f the Segregated Prtfli. The cntact details fr ABN AMRO (Guernsey) Limited are: P.O. Bx 253 Martell Curt, Admiral Park St Peter Prt Guernsey GY1 3QJ Prime Brker and Custdian Tavira Securities Limited f Lndn, United Kingdm ( Tavira Securities Limited ) will act as the Prime Brker and Custdian f the Segregated Prtfli. Tavira Securities Limited will further hld the assets f the Segregated Prtfli in custdy in a segregated accunt. The cntact details fr Tavira Securities Limited are: Tavira Securities Limited, 13th Flr, 88 Wd Street, Lndn EC2V 7DA, United Kingdm Tel: +44 (0) Transactinal Csts The Segregated Prtfli will pay fr all expenses incurred in cnnectin with the maintenance f bank accunts n its behalf and in cnnectin with its trading and investment activities, including but nt limited t all executin csts and expenses, miscellaneus banking fees and charges, ther transactin csts and expenses, custdy expenses and all ther related expenses and csts. Fees Management Fee The Investment Manager will be entitled t receive a fixed management fee f ne pint five percent (1.5%) per annum in respect f the aggregate assets f Share Class One f the 5

8 Segregated Prtfli. The Management Fee is calculated and accrued quarterly ver the aggregate assets f Share Class One f the Segregated Prtfli and will be paid quarterly in arrears. Perfrmance Fee In additin t the Management Fee, the Investment Manager is entitled t receive a Perfrmance Fee in respect f Share Class One f up t twenty percent (20%) abve MSCI wrld energy index BB cde MXWO0EN f New Net Prfits (as defined herein) after deductin f all relevant fees, including the Management Fee. New Net Prfits will be calculated as the increase, if any, in the Net Asset Value f the Shares f the relevant Segregated Prtfli ver the applicable perid after deducting the applicable accrued Management Fee but befre the deductin f the relevant Perfrmance Fee. The relevant Net Asset Value shall be adjusted t take int accunt the effects f any subscriptins, redemptins and distributins. In the event f a pssible distributin f dividends, the Net Asset Value will be decreased by the ttal amunt distributed t the hlders f the Shares f the relevant Segregated Prtfli. Perfrmance Fees are calculated and accrued quarterly and paid quarterly in arrears when requested s by the Investment Manager. Fr calculatin f the Perfrmance Fee in respect f Share Class One the share adjustment apprach will be applied. Fees f the Administratr Pursuant t the Administratin Agreement, the Administratr will receive frm the Fund remuneratin fr services rendered as inviced t the Fund at the Administratr's standard rates fr such services as apprved by the Bard f Directrs in regards t this Segregated Prtfli. Recrds Separate recrds will be maintained in the bks f accunt f the Fund in respect f the assets, liabilities and expenses f and attributable t each f its segregated prtfli fr the purpse f calculating subscriptin and redemptin prices and the fees f the Investment Manager. Hwever, a single segregated accunt will be maintained by the Fund in respect f the assets f the Segregated Prtfli. The Segregated Prtfli which will be managed as a single prtfli in accrdance with the investment bjective and plicy as utlined abve. Subscriptins During the initial ffering perid, which will end n June 30, 2013 r n such earlier r later date as determined in the discretin f the Bard f Directrs (the Initial Offering Perid ), Shares will be ffered at a fixed price f USD 100. Thereafter, Shares f the Segregated Prtfli can be subscribed fr n each Dealing Day at the Net Asset Value per share calculated n the prir Valuatin Day. The Bard f Directrs at its sle discretin may, frm time t time, alter the perid fr receiving subscriptins. The minimum initial subscriptin will be USD 100,000, subject t the minimum requirement amunt f each investr pursuant t SIBA. 6

9 Applicatin fr subscriptins shuld be made n the Subscriptin dcuments attached as Appendix A r such ther frm as the Bard f Directrs may, in its abslute discretin, frm time t time direct. Subscriptin dcuments must be received n later than seven (7) Business Days and the mnies relating theret n later than seven (7) Business Days prir t the relevant Subscriptin Day n the Fund s subscriptin bank accunt r such ther day as may be determined by reslutin f the Bard f Directrs f the Fund. The acceptance f subscriptins is at all times subject t cnfirmatin f the prir receipt f cleared funds. The Bard f Directrs reserves the right t reject subscriptins in its abslute discretin, withut assigning any reasn therefre. Where a subscriptin fr Shares is accepted, the Shares will be treated as having been issued with effect frm the relevant Dealing Day ntwithstanding that the subscriber fr thse Shares may nt be entered in the Fund's register f Sharehlders until after the relevant Dealing Day. The subscriptin mnies paid by a subscriber fr Shares will accrdingly be subject t investment risk in the Fund frm the relevant Dealing Day. The Administratr will cnfirm in writing within five (5) Business Days f receipt f all Subscriptin Agreements which are received in gd rder, except in the instance where sharehlders have access t the Administratr s web access tl in which instance n written cnfirmatin will be sent. Investrs failing t receive such written cnfirmatin frm the Administratr within five (5) Business Days shuld cntact the Investr Relatins Department at the Administratr by at alpheafund@circlepartners.cm, facsimile at (+31) r by telephne at (+31) t btain the same. Failure t btain such written cnfirmatin will render instructins vid. Investrs shuld be aware that subscriptin mnies may be autmatically invested by the Fund as sn as they have been credited in the Fund s bank accunt. The cntract nte evidencing the investr s hlding in the Fund will be issued as sn as the Net Asset Value per Share has been calculated by the Administratr. Redemptins Shares f the Segregated Prtfli can be redeemed by a sharehlder at the Net Asset Value f such shares as f the Valuatin Day immediately preceding the applicable Redemptin Day, by submitting a Redemptin Request frm which is duly cmpleted and signed. Sharehlders will need t ensure that any such redemptin request is received by the Administratr (up t) twenty (20) calendar days prir t the Redemptin Day n which redemptin is t take place. Any redemptin requests received after this perid f twenty (20) calendar days will be prcessed by the Administratr fr the next fllwing Redemptin Day. The Bard f Directrs at its sle discretin may, frm time t time, alter the perid fr receiving redemptin requests and payment f redemptin prceeds. Each request fr redemptin must be signed by the Sharehlder(s) in whse names the Shares are registered and bear signature guarantees r ther apprpriate evidence f authenticity, when required by the Fund. Redemptin requests are deemed received by the Fund n the date they are received by the Administratr r ther applicable agent frm time t time. Unless redemptins are suspended by the Fund, redemptin requests can nt be withdrawn withut the prir apprval f the Bard f Directrs. Payments f the redemptin prceeds will be made nly t the accunts f registered Sharehlders as advised in the Redemptin Frm. 7

10 The Administratr will cnfirm in writing within five (5) Business Days f receipt f all redemptin requests which are received in gd rder, except in the instance where sharehlders have access t the Administratr s web access tl in which instance n written cnfirmatin will be sent. Investrs failing t receive such written cnfirmatin frm the Administratr within 5 Business Days shuld cntact the Investr Relatins Department at the Administratr by at alpheafund@circlepartners.cm, facsimile at (+31) r by telephne at (+31) t btain the same. Failure t btain such written cnfirmatin will render instructins vid. Redemptin prceeds will nrmally be paid within twenty (20) Business Days after the applicable Redemptin Day r as prmptly thereafter as the Bard f Directrs may cnsider feasible. If the Bard f Directrs in its sle discretin, believes that a prpsed redemptin (r aggregate redemptins by all Sharehlders s requesting) wuld result in a disrderly liquidatin f the Segregated Prtfli s investments (whether due t market cnditins, legal restrictins r ther factrs) r a liquidatin f such a magnitude as t cause the remaining investment cmpsitin t be incmpatible with the Segregated Prtfli s investment plicies, the Bard f Directrs will nt be bliged t make a cash payment with respect t the prtin f the redemptin price fr any Shares being redeemed that is attributable t such prtfli psitins until a subsequent determinatin is made by the Bard f Directrs that the cnditins preventing the rderly liquidatin f the prtfli psitins have ceased t exist. In any such case, the Bard f Directrs will have the ptin f either: 1. distributing t the redeeming Sharehlder a pr rata prtin f the illiquid prtfli psitin; r 2. delivering t the redeeming Sharehlder a certificate evidencing the bligatin f the Fund t make a cash payment t the hlder f the certificate in an amunt equal t a pr rata prtin f the net value assigned t the illiquid prtfli psitin ( Redemptin Certificate ). If ptin 2 is selected by the Bard f Directrs but a determinatin is made that it wuld nt be fair r apprpriate t assign such a net value t any such prtfli psitin n the relevant Valuatin Day, the Redemptin Certificate will be issued n such Valuatin Day withut any specified initial face amunt. In such cases, the face amunt f the Redemptin Certificate will be determined n the first date thereafter that the Bard f Directrs has placed a value n the prtfli psitin fr the purpses f Share redemptins and will be based n a pr rata prtin f the net value assigned t the prtfli psitin at that time. Redemptin Certificates will be delivered within thirty (30) days after the applicable Valuatin Day tgether with any utstanding balance f the currently payable cash prtin f the redemptin prceeds. Each Redemptin Certificate will be payable by its terms exclusively ut f any cash prceeds derived by the Segregated Prtfli frm the future dispsitin f applicable prtfli psitins giving rise t the Redemptin Certificate. Hlders f utstanding Redemptin Certificates will be ntified f any subsequent determinatin f the stated amunt f the Redemptin Certificate, if n such value was assigned n the Valuatin Day. Redemptin Certificates will bear interest nly t the extent f any interest actually earned n such prtfli psitins but will nt participate in any dividends r in any capital appreciatin after the Valuatin Day. 8

11 The rights f Sharehlders t participate in liquidating r ther distributins r redemptins will be subrdinated t the rights f the hlders f any such utstanding Redemptin Certificates t receive their share f any such cash prceeds frm such prtfli psitins. Prir t the dispsitin f the prtfli psitins giving rise t any utstanding Redemptin Certificates, the Fund will have the right, but nt the bligatin, t redeem any utstanding Redemptin Certificates at their face amunt, plus any accrued interest, fr cash, prvided that a net value has been assigned t the prtfli psitin and a face amunt has been determined fr such Redemptin Certificates. It is nt anticipated that there will be any trading market fr Redemptin Certificates and n assurance can be given as t whether r when a hlder ultimately will be able t cnvert Redemptin Certificates. Reprting The Segregated Prtfli s audited annual reprts will be available fr all its sharehlders upn written request fr each financial year ending December 31 st. Infrmatin Infrmatin n the last available prices f the Segregated Prtfli can be btained n: Blmberg: Valren: CH ISIN: VGG0223M1471 9